Valcor definition
Examples of Valcor in a sentence
I.C.H. Corporation ("ICH") is purchasing all of the outstanding capital stock of the Company from Valcor, Inc.
Any notice, request, demand, claim, or other communication hereunder shall be deemed duly given if (and then two business days after) it is sent by registered or certified mail, return receipt requested, postage prepaid, and addressed to the intended recipient as set forth below: If to the Seller: Valcor, Inc.
Seller's indemnification obligation to the Buyer pursuant to this Subsection and Section10 (other than with respect to breaches of the representations and warranties of Seller contained in Section Section3(a) and 4(b)) together with Valcor's indemnification obligations under the USRP Agreement shall not exceed $4,000,000 in the aggregate, determined, as of any relevant date, based upon claims actually paid as of such date by Valcor to Buyer or USRP.
On or about April 10, 2006, the Company completed the acquisition of Valcor Holdings, Inc.
Purchaser hereby purchases all of the Shares for a purchase price of $16.25 per Share, payment for which is hereby made by means of two promissory notes that the Purchaser has caused Kronos Worldwide, Inc., an affiliate of the Purchaser ("Kronos Worldwide"), to execute as maker in the original principal amounts of $6,077,500 and $162,500,000 and payable to Valhi and Valcor, respectively (the "Notes").
The Buyer acknowledges and agrees that Valcor is intended to be and shall be a beneficiary of Buyer's representations, warranties, covenants and indemnification obligations in this Agreement.
The Buyer represents and ------------------------------------------- warrants to the Seller and to and for the benefit of Valcor that the statements contained in this Section4 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this Section4), except as set forth in the Disclosure Schedule.
In connection with enabling Acquiror, at or -------------- as soon as practicable after the Closing, to be named "Valcor Resources, Inc.," the Company will at Acquiror's expense, at or prior to the Closing, execute and deliver to Acquiror all consents related to such change of name as may be reasonably requested by Acquiror, and will otherwise reasonably cooperate with Acquiror.
Seller's indemnification obligation to the Buyer pursuant to this Subsection and [section]10 (other than with respect to breaches of the representations and warranties of Seller contained in [section][section]3(a) and 4(b)) together with Valcor's indemnification obligations under the USRP Agreement shall not exceed $4,000,000 in the aggregate, determined, as of any relevant date, based upon claims actually paid as of such date by Valcor to Buyer or USRP.
The Seller will not permit Sybra to engage in any practice, take any action, or enter into any transaction outside the Ordinary Course of Business except (i) as contemplated in the USRP Agreement or this Agreement, (ii) Sybra may pay dividends or make other distributions to Valcor as permitted by Sybra's bank credit agreements, (iii) Sybra may repay intercompany loans from Valcor, and (iv) Sybra may make the dividends and distributions contemplated by [section]2(c).