Exhibits and Disclosure Schedules. The Exhibits and Disclosure Schedules to this Agreement are a material part of this Agreement.
Exhibits and Disclosure Schedules. The Exhibits to this Agreement and the Company Disclosure Schedules are hereby incorporated and made a part hereof. The Company may include in the Company Disclosure Schedule items that are not material in order to avoid any misunderstanding, and such inclusion, or any references to dollar amounts herein or in the Company Disclosure Schedule, shall not be deemed to be an acknowledgement or representation that such items are material, to establish any standard of materiality or to define further the meaning of such terms for purposes of this Agreement or otherwise. Any capitalized term used in any Exhibit or any Company Disclosure Schedule but not otherwise defined therein shall have the meaning given to such term herein.
Exhibits and Disclosure Schedules. The Exhibits and the Schedules attached hereto are incorporated herein and shall be an integral part of this Agreement.
Exhibits and Disclosure Schedules. Exhibits Exhibit A Administrative Services Agreement Exhibit B Loss Portfolio Transfer and Quota Share Reinsurance Agreement Exhibit C Asset Allocation Exhibit D Pooling Assignment and Assumption Agreement Exhibit E Endorsement No. 4 Exhibit F Endorsement No. 8 Exhibit G Guaranty Disclosure Schedules Schedule 4.6 Regulatory Filings Schedule 4.7 Guaranty Fund Assessments Schedule 4.8(a) Contracts Schedule 4.8(b) Reinsurance Agreements Schedule 4.8(c) Intercompany Contracts Schedule 4.9 Intercompany Accounts Schedule 4.11(a) Real Property Schedule 4.11(b) Environmental Matters Schedule 4.12 Personal Property Schedule 4.13 Bank Accounts Schedule 4.14 Guarantees Schedule 4.15 Insurance Policies Schedule 4.17 Insurance Licenses Schedule 4.18 Compliance with Laws Schedule 4.19 Litigation Schedule 4.21 Seller Consents Schedule 4.22 Taxes Schedule 4.24 No Undisclosed Liabilities Schedule 4.25(a) Conduct in the Ordinary Course of Business Schedule 4.25(b) Absence of Certain Changes or Events Schedule 4.26 Directors and Officers Schedule 4.27(a) Insurance Policies Issued by the Company Schedule 4.27(b) Insurance Reserves Schedule 4.27(c) Policy Litigation Schedule 4.30 Seller Approvals Schedule 4.31 Regulatory Deposits Schedule 5.5 Buyer Approvals STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (this “Agreement”) is dated as of June 26, 2020 by and between Sentry Insurance a Mutual Company, a Wisconsin mutual insurer (the “Buyer”), and General Casualty Company of Wisconsin, a Wisconsin domestic stock insurance company (the “Seller”). Buyer and Seller are referred to together as the “Parties.”
Exhibits and Disclosure Schedules. The Exhibits and Disclosure Schedules are a part of this Agreement as if fully set forth herein.
Exhibits and Disclosure Schedules. All exhibits and Disclosure Schedules, or documents expressly incorporated into this Agreement, are hereby incorporated into this Agreement and are hereby made a part hereof as if set out in full in this Agreement. Any item disclosed in any Disclosure Schedule referenced by a particular section in this Agreement shall be deemed to have been disclosed with respect to every other section in this Agreement if the relevance of such disclosure to such other section is reasonably apparent on its face. The specification of any dollar amount in the representations or warranties contained in this Agreement or the inclusion of any specific item in any Disclosure Schedule is not intended to imply that such amounts, or higher or lower amounts or the items so included or other items, are or are not material, and no party shall use the fact of the setting of such amounts or the inclusion of any such item in any dispute or controversy as to whether any obligation, items or matter not described herein or included in a Disclosure Schedule is or is not material for purposes of this Agreement.
Exhibits and Disclosure Schedules. The Exhibits to this Agreement and the Disclosure Schedules are hereby incorporated and made a part of this Agreement and are an 109 integral part of this Agreement. Each of Rockets and Mavericks may, at its option, include in the Rockets Disclosure Schedule or xxx Xxxxxxxxx Disclosure Schedule, respectively, items that are not material in order to avoid any misunderstanding, and such inclusion, or any references to dollar amounts in this Agreement or in the Disclosure Schedules, shall not be deemed to be an acknowledgement or representation that such items are material, to establish any standard of materiality or to define further the meaning of such terms for purposes of this Agreement or otherwise. Each Disclosure Schedule shall be organized by section, with each section of such Disclosure Schedule corresponding to a Section of this Agreement. Any matter set forth in any section of a Disclosure Schedule shall be deemed to be referred to and incorporated in any section of such Disclosure Schedule to which it is specifically referenced or cross-referenced and in each other section of the Disclosure Schedule where it is reasonably apparent on the face of such disclosure that such disclosure applies to such section. 110
Exhibits and Disclosure Schedules. The parties shall have mutually approved the Exhibits and Disclosure Schedules to this Agreement as contemplated by Section 4.1(c) of this Agreement.
Exhibits and Disclosure Schedules. All Exhibits and Disclosure Schedules, or documents expressly incorporated into this Agreement, are hereby incorporated into this Agreement and are hereby made a part hereof as if set out in full in this Agreement. The disclosure of any matter in the Disclosure Schedules shall not be deemed to constitute an acknowledgement that the matter is required to be disclosed by the terms of this Agreement or that the matter is material or significant, or that the matter would, alone or together with any other matter or item, have or would reasonably be expected to have a Company Material Adverse Effect or a Buyer Material Adverse Effect, or that the matter is outside the ordinary course of business. Any item disclosed in any Disclosure Schedules referenced by a particular Section in this Agreement shall be deemed to have been disclosed with respect to every other Section in this Agreement if the relevance of such disclosure to such other sections is reasonably apparent on the face of such disclosure. Inclusion of any item in the Disclosure Schedules shall not constitute, or be deemed to be, an admission of liability or responsibility of any party to any third party in connection with any pending, threatened or potential Action or with respect to any infringement of Intellectual Property. Headings have been inserted in the Disclosure Schedules for convenience of reference only. The disclosure with respect to any Contract or other document referred to in the Disclosure Schedules shall be qualified in its entirety by reference to the terms thereof. The Disclosure Schedules and the information and statements contained therein are not intended to constitute, and shall not be construed as constituting, representations, warranties, covenants, agreements or obligations of such Principal Party, except as and to the extent expressly provided in this Agreement, nor shall they be taken as extending the scope of any representation, warranty, covenant, agreement or obligation set out in this Agreement. The information provided in the Disclosure Schedules is being provided solely for the purpose of making disclosures under this Agreement to the other parties hereto. In disclosing this information, no party waives, and each party expressly reserves any rights under, any attorney-client privilege associated with such information or any protection afforded by the work-product doctrine or common interest privilege with respect to any of the matters disclosed or discussed therein. Any...
Exhibits and Disclosure Schedules. (a) Any matter, information or item disclosed in the Disclosure Schedules delivered under any specific representation, warranty or covenant or Schedule number hereof, shall be deemed to have been disclosed for purposes of this Agreement in response to the representations, warranties or covenants in this Agreement in respect of which such disclosure is reasonably apparent on its face notwithstanding the omission of an appropriate cross-reference. Any item of information, matter or document disclosed or referenced in, or attached to, the Disclosure Schedules hereto shall not (i) be used as a basis for interpreting the terms “material”, “Material Adverse Effect” or other similar terms in this Agreement or to establish a standard of materiality, (ii) represent a determination that such item or matter did not arise in the ordinary course of business, (iii) be deemed or interpreted to expand the scope of the Seller’s or the Company’s representations and warranties, obligations, covenants, conditions or agreements contained herein, (iv) constitute, or be deemed to constitute, an admission of Liability regarding such matter, (v) represent a determination that the consummation of the transactions contemplated by this Agreement requires the consent of any third party, (vi) constitute, or be deemed to constitute, an admission to any third party concerning such item or matter or (vii) constitute, or be deemed to constitute, an admission or indication by the Seller or the Company that such time meets any or all of the criteria set forth in this Agreement for inclusion in the Disclosure Schedules. Except as expressly provided in the representations and warranties in this Agreement, no reference in the Disclosure Schedules to any Contract or document shall be construed as an admission or indication that such Contract or document is enforceable or currently in effect or that there are any obligations remaining to be performed or any rights that may be exercised under such Contract or document.
