Conditions to Closing and Related Matters Sample Clauses

Conditions to Closing and Related Matters. Section 8.01.
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Conditions to Closing and Related Matters. Section 6.01. Conditions to Obligations of Seller and Indemnitor.........37 Section 6.02. Conditions to Obligations of Acquiror......................38 ARTICLE VII TERMINATION, WAIVER AND DEFAULT
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Conditions to Closing and Related Matters. 69 Section 11.01 Conditions to Obligations of Seller 69 Section 11.02 Conditions to Obligations of Buyer 70 ARTICLE XII TERMINATION AND WAIVER 71 Section 12.01 Termination 71 Section 12.02 Notice of Termination 72 Section 12.03 Effect of Termination 72 Section 12.04 Extension; Waiver 72 ARTICLE XIII INDEMNIFICATION 72 Section 13.01 Indemnification by Seller 72 Section 13.02 Indemnification by Buyer 73 Section 13.03 Notification of Claims 74 Section 13.04 Payment 76 Section 13.05 No Duplication; Exclusive Remedies 76 Section 13.06 Additional Indemnification Provisions 77 Section 13.07 Reserves 78 Section 13.08 Reservation of Rights 78 ARTICLE XIV GENERAL PROVISIONS 78 Section 14.01 Survival 78 Section 14.02 Expenses 79 Section 14.03 Notices 79 Section 14.04 Public Announcements 80 Section 14.05 Severability 80 Section 14.06 Entire Agreement 81 Section 14.07 Assignment 81 Section 14.08 No Third-Party Beneficiaries 81 Section 14.09 Amendment 81 Section 14.10 Schedules 81 Section 14.11 Submission to Jurisdiction 82 Section 14.12 Governing Law 82 Section 14.13 Waiver of Jury Trial 82 Section 14.14 Specific Performance 82 Section 14.15 Waivers 83 Section 14.16 Rules of Construction 83 Section 14.17 Counterparts 83 Section 14.18 Guarantee 83 SCHEDULES Schedule 1.01(a) Business Employees Schedule 1.01(b) Seller Knowledge Persons Schedule 1.01(c) Buyer Knowledge Persons Schedule 1.01(d) Leakage Schedule 1.01(e) Permitted Leakage Schedule 1.01(f) Excluded Employees Schedule 1.01(g) Comparable Position Benefits Schedule 3.04(d) Resignations Schedule 7.01(a) Seller’s Conduct of Business Schedule 7.01(b) Company’s Conduct of Business Schedule 7.03(e) Third-Party Consents Schedule 7.05 Intercompany Obligations Schedule 7.06 Intercompany Arrangements Schedule 10.05(b)(i) Deemed Tax Liability Payments Schedule 11.01(b) Seller Governmental Approvals Schedule 11.02(b) Buyer Governmental Approvals EXHIBITS Exhibit A Form of Transition Services Agreement Exhibit B Form of Transitional Trademark License Agreement Exhibit C Form of Intellectual Property License Agreement Exhibit D Form of Trademark Assignment This STOCK PURCHASE AGREEMENT (including all schedules, exhibits and amendments hereto, this “Agreement”), dated as of September 18, 2017, is made by and among United Fire & Casualty Company, an Iowa corporation (“Seller”), Kuvare US Holdings, Inc., a Delaware corporation (“Buyer”) and, solely for purposes of Section 14.18, United Fire Group, Inc. (“UFG”).
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Conditions to Closing and Related Matters 
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Related to Conditions to Closing and Related Matters

  • Conditions to Closing Each Purchaser’s obligation to purchase and pay for the Notes to be sold to such Purchaser at the Closing is subject to the fulfillment to such Purchaser’s satisfaction, prior to or at the Closing, of the following conditions:

  • Conditions to Closings Each Purchaser’s obligation to purchase and pay for the Notes to be sold to such Purchaser at each Closing is subject to the fulfillment to such Purchaser’s satisfaction, prior to or at such Closing, of the following conditions:

  • Closing Conditions to Closing The Lender will not be obligated to make the initial Loans or to obtain any Letters of Credit on the Closing Date, unless the following conditions precedent have been satisfied in a manner satisfactory to Lender:

  • Conditions to Closing of the Company The Company’s obligation to sell the Securities at the Closing is subject to the fulfillment to its satisfaction on or prior to the Closing Date of each of the following conditions:

  • Conditions to Close Escrow shall not close unless and until the following conditions precedent and contingencies have been satisfied or waived in writing by the party for whose benefit the conditions have been included:

  • CONDITIONS TO CLOSING OF COMPANY The Company's obligation to sell and issue the Shares at the Closing is, at the option of the Company, subject to the fulfillment or waiver of the following conditions:

  • Conditions to Closing Date This Agreement shall become effective upon, and the obligation of each Lender to make the initial Extensions of Credit on the Closing Date is subject to, the satisfaction of the following conditions precedent:

  • Mutual Conditions to Closing The obligations of the Investor and the Company to consummate the Closing are subject to the fulfillment as of the Closing Date of the following conditions:

  • Conditions to Closing Termination 25 6.01 Conditions Precedent to Obligation of Buyer.............................25 6.02 Conditions Precedent to Obligation of Sellers...........................27 6.03 Deliveries and Proceedings at Closing...................................28

  • Conditions Precedent to Closing Date The obligation of the Lenders to make each Loan hereunder, and the obligation of the Letter of Credit Issuer to issue Letters of Credit hereunder, in each case, on the Closing Date are subject to the satisfaction on or prior to the Closing Date of each of the following conditions:

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