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 as contemplated by Section 4.1(c) of this Agreement.
Exhibits and Disclosure Schedules. All exhibits and schedules, including the Disclosure Schedule, annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Nothing in the Disclosure Schedule will be deemed adequate to disclose an exception to a representation or warranty made herein unless the Disclosure Schedule identifies the exception with reasonable particularity. Without limiting the generality of the foregoing, the mere listing (or inclusion of a copy) of a document or other item will not be deemed adequate to disclose an exception to a representation or warranty made herein (unless the representation or warranty has to do with the existence of the document or other item itself). Any information disclosed in a particular Schedule will not be deemed disclosed and incorporated into any other Schedule of the Disclosure Schedule except to the extent the applicability of the disclosure to such other Schedule is reasonably inferable from the disclosure made. Except to the extent set forth in the Disclosure Schedule, neither the specification of any dollar amount in any representation or warranty contained in this Agreement nor the inclusion of any specific item in any Schedule hereto is intended to vary the definition of “Seller Material Adverse Change” or to imply that such amount, or higher or lower amounts, or the item so included or other items, are or are not material, and no party will use the fact, in and of itself, of the setting forth of any such amount or the inclusion of any such item in any dispute or controversy between the parties as to whether any obligation, item or matter not described herein or included in the Disclosure Schedule is or is not material for purposes of this Agreement; provided that nothing herein is intended to modify any determination with respect to (a) whether a representation, warranty or covenant in which such amount is set forth has been breached or defaulted upon or (b) one party’s rights including rights to terminate or obtain indemnification as a result of such breach or default. Unless this Agreement specifically provides otherwise, except to the extent set forth in the Disclosure Schedule, neither the specification of any item or matter in any representation or warranty contained in this Agreement nor the inclusion of any specific item in the Disclosure Schedule hereto is intended to imply that such item or matter, or other items or matters, are or are not in the ordinary cour...
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.
