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Subsequent Events | 9 Months Ended
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Sep. 30, 2014
Subsequent Events |
14. | Subsequent Events
On October 16, 2014, Global Indemnity Group, Inc., a subsidiary of the Company, entered into a Stock Purchase Agreement. Pursuant to the Stock Purchase Agreement, Global Indemnity Group, Inc. has agreed to purchase all of the issued and outstanding capital stock of American Reliable Insurance Company for an aggregate purchase price of $113.7 million, in cash, subject to adjustment based on GAAP book value of the business as of the date of the closing of the transaction and the future development of loss reserves as further described in the Stock Purchase Agreement. The Company has agreed to guarantee the obligations of Global Indemnity Group, Inc. under the Stock Purchase Agreement. The Stock Purchase Agreement contains customary representations, warranties and covenants of Global Indemnity Group, Inc. and the seller, including customary exclusivity and non-competition covenants, covenants requiring the seller to conduct its business in the ordinary course during the interim period between the execution of the Stock Purchase Agreement and the closing of the transaction and covenants requiring the parties to use their respective reasonable best efforts to take all actions necessary to obtain all required governmental and regulatory approvals in connection with the transaction. Pursuant to the Stock Purchase Agreement, the seller is subject to indemnification obligations for damages resulting from breaches of its representations, warranties and covenants and other stated matters, subject to stated thresholds and limitations. The closing of the transaction is subject to certain customary conditions, including receipt of required regulatory approvals and the absence of a material adverse effect on the business of American Reliable Insurance Company. In connection with the transaction, certain affiliates of Seller and Parent will enter into various reinsurance and commutation agreements and transfer certain assets and contracts to American Reliable Insurance Company prior to the closing in connection with the restructuring of the business to be acquired pursuant to the Stock Purchase Agreement. At the closing, the seller and Global Indemnity Group, Inc. will enter into a transition services agreement to support the transition of the business from the seller to Global Indemnity Group, Inc.

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- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. + References No definition available. + Details
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