View Clause Headings                                                                                                                                               HelpHelp
DOCUMENT TITLE:  CONTRIBUTION NOTE PURCHASE AGREEMENT .
ACTIONS: Here are the clause headings in the document. To view the clause, click the clause heading.To view the full document, click the "View Document" button.

View Document Back
Clause Heading
(ii) - APPENDICES:
ARTICLE I - DEFINITIONS
2.1 - Sale and Purchase of Note.
2.2 - Payment of Purchase Price and Delivery of Note.
2.3 - Closing Date.
ARTICLE III - REPRESENTATIONS AND WARRANTIES OF SHEBOYGAN FALLS
3.1 - Organization and Standing.
3.2 - Subsidiaries.
3.3 - Authorization.
3.4 - Financial Statements; Examinations.
3.5 - Material Changes Since December 31, 2005.
3.6 - Availability of Assets and Legality of Use.
3.7 - Title to Property.
3.8 - Books and Records.
3.9 - Accounts Receivable.
3.11 - Real Property and Leases.
3.12 - Insurance.
3.10 - Compliance with Legal Requirements; Governmental Authorizations.
3.13 - Conduct of Business.
3.14 - No Undisclosed Material Liabilities.
3.15 - No Defaults or Litigation.
3.16 - Tax Liabilities.
3.21 - Conflicts; Sensitive Payments.
3.22 - Corporate Name.
3.23 - Trademarks and Proprietary Rights.
3.17 - Contracts.
3.18 - Employee Agreements.
3.19 - Employee Relations.
3.20 - Employee Retirement Income Security Act.
3.24 - Environmental Matters.
3.25 - Insurance Issued by Sheboygan Falls.
(a) - To the Knowledge of Sheboygan Falls, Sheboygan Falls has complied and is in compliance with all Health and Safety Requirements.
3.27 - No Omissions.
3.28 - Finders.
3.29 - Representations and Warranties to Be True on the Closing Date.
ARTICLE IV - REPRESENTATIONS AND WARRANTIES OF DONEGAL MUTUAL
4.1 - Organization and Standing.
4.2 - Authorization.
4.3 - Consents and Approvals of Government Agencies.
4.4 - Transferability.
4.5 - No Omissions.
4.6 - Finders.
4.7 - Representations and Warranties to Be True on the Closing Date.
ARTICLE V - CERTAIN COVENANTS
5.1 - Investigation of Sheboygan Falls and Donegal Mutual.
5.2 - Confidential Nature of Information.
5.3 - Preserve Accuracy of Representations and Warranties.
5.4 - Maintain Sheboygan Falls As a Going Concern.
5.5 - Make No Material Change in Sheboygan Falls.
5.6 - No Public Announcement.
5.7 - Required Filings.
5.8 - No Solicitation.
5.9 - Future Actions Regarding Sheboygan Falls.
5.10 - Affirmative Covenants of Sheboygan Falls.
(a) - Furnish to Donegal Mutual:
5.11 - Negative Covenants of Sheboygan Falls.
6.1 - Conditions to Each Partys Obligations.
6.2 - Conditions to Obligations of Donegal Mutual.
6.3 - Conditions to Obligations of Sheboygan Falls.
8.1 - Amendment.
7.1 - Termination.
7.2 - Effect of Termination.
8.2 - Extension; Waiver.
8.3 - Survival of Obligations.
8.4 - Indemnification.
9.1 - Notices.
9.2 - Expenses.
9.3 - Governing Law.
9.4 - Successors and Assigns.
9.5 - Partial Invalidity.
9.6 - Execution in Counterparts.
9.7 - Titles and Headings.
9.8 - Entire Agreement; Statements as Representations.
9.9 - Specific Performance.
2 - Confirmation and Ratification of Remainder of the Agreement.
3 - Representations and Warranties.