ULC Conversion Sample Clauses

ULC Conversion. (a) Not less than three (3) Business Days prior to the satisfaction (or, if permissible, the waiver) of all conditions to Closing other than (i) the ULC Conversion and (ii) conditions which by their terms are not capable of being satisfied until the Closing Date, Purchaser shall provide notice to Parent of such anticipated satisfaction. After receiving the notice described in the immediately preceding sentence, and prior to the Effective Time, Parent shall cause London to complete the ULC Conversion. (b) If the Closing shall have failed to occur after the notice contemplated in Section 6.13(a) has been given by Scotland and the ULC Conversion has been completed, other than due to (i) any failure of Parent or any of the Vendors to perform or fulfill any applicable covenant under this Agreement or any Ancillary Agreement, (ii) any breach or inaccuracy of any representation or warranty given by Parent or a Vendor contained in this Agreement or any Ancillary Agreement, or (iii) any pending stockholder litigation brought against Parent which prevents Parent and the Vendors from completing the Closing of this Agreement (provided that if the notice contemplated by Section 6.13(a) is provided on a date (the “Notice Date”) that is less than 15 days prior to the Outside Date, then the Outside Date shall be extended until 15 days after the Notice Date), Scotland and Commonwealth, jointly and severally, shall indemnify and save the Vendor Indemnified Persons harmless of and from any Damages suffered by, imposed upon or asserted against any of the Vendor Indemnified Persons as a result of, in respect of, connected with, or arising out of, under, or pursuant to the ULC Conversion.