Common use of Conditions Precedent to Obligation of the Company Clause in Contracts

Conditions Precedent to Obligation of the Company. The obligation of the Company to effect the Share Purchase is also subject to the satisfaction or waiver by the Company at or prior to the Closing of the following conditions: (a) Each of the representations and warranties of the MatlinPatterson Parties set forth in Article III of this Agreement shall be true and correct as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date; (b) Each of the MatlinPatterson Parties shall have performed and complied with all agreements and covenants required to be performed and complied with by them under this Agreement on or prior to the Closing Date; (c) the Company shall have obtained the Bank Consent; (d) the resignation letters received from Mxxx Xxxxxxxxx, Rxxxx Betolaza and Fxxxx Xxxxxxxx shall be effective; (e) the Company shall have completed the Financing on terms and conditions satisfactory to the Company in its sole discretion, and the Company shall have received net cash proceeds from the Financing in an amount equal to $400 million or such lesser amount as the Company shall determine in its sole discretion; and (f) the Company shall have received from each MatlinPatterson Party (i) a certificate in a form and substance satisfactory to the Company signed by a duly authorized officer of such MatlinPatterson Party, dated as of the Closing Date, certifying as to itself, to the effect set forth in clauses (a) and (b) above of this Section 6.2 and (ii) the items included in Section 2.3(b) of this Agreement.

Conditions Precedent to Obligation of the Company. The obligation of the Company to effect consummate the Share Purchase Closing is also subject to satisfaction of the satisfaction following conditions at or waiver prior to the Closing (unless expressly waived in writing by the Company at or prior to the Closing of the following conditions:Closing): (a) Each All of the terms, covenants and conditions of this Agreement to be complied with and performed by the Reinsurer at or prior to the Closing shall have been complied with and performed by it, and the representations and warranties of made by the MatlinPatterson Parties set forth Reinsurer in Article III of this Agreement shall be true and correct as of the date of this Agreement at and as of the Closing Date Closing, with the same force and effect as though such representations and warranties had been made on at and as of the Closing Date;Closing. (b) Each of the MatlinPatterson Parties shall have performed and complied with all agreements and covenants required to be performed and complied with by them under this Agreement on or prior to the Closing Date; (c) the Company shall have obtained the Bank Consent; (d) the resignation letters received from Mxxx Xxxxxxxxx, Rxxxx Betolaza and Fxxxx Xxxxxxxx shall be effective; (e) the Company shall have completed the Financing on terms and conditions satisfactory to the Company in its sole discretion, and the Company shall have received net cash proceeds from the Financing in an amount equal to $400 million or such lesser amount as the Company shall determine in its sole discretion; and (f) the The Company shall have received from each MatlinPatterson Party (i) the Reinsurer a certificate dated the Closing Date and signed by an executive officer of the Reinsurer certifying that the conditions specified in a form subsection (a) above have been fulfilled. (c) All consents, waivers, licenses, approvals, orders and substance satisfactory authorizations of, and registrations, filings and declarations with, and notices to, any person, entity or Governmental Authority listed on Schedule G required in connection with the consummation of the transactions contemplated hereby shall have been duly obtained, made or given, including the expiration of any applicable waiting periods, and shall be in full force and effect. (d) The Reinsurer shall have duly executed and delivered to the Company signed by a duly authorized officer the Form of such MatlinPatterson PartyJoint Election Under IRC Regulation 1.848-2(g)(8) substantially in the form attached hereto as Exhibit J. (e) The Company shall have received the opinion, dated as of the Closing Date, certifying as to itselfof Bernard R. Beckerlegge, Senior Vice President and Xxxxxxx Xxxxxxx xx xxx Reinsurer, in form and substance acceptable to the effect set forth Company, substantially in clauses (a) and (b) above of this Section 6.2 and (ii) the items included in Section 2.3(b) of this Agreement.form attached hereto as Exhibit I.

Conditions Precedent to Obligation of the Company. The obligation of the Company to effect the Share Purchase is also subject to the satisfaction or waiver by the Company at or prior to the Closing of the following conditions: (a) Each of the representations and warranties of the MatlinPatterson Parties set forth in Article III of this Agreement shall be true and correct as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date; (b) Each of the MatlinPatterson Parties shall have performed and complied with all agreements and covenants required to be performed and complied with by them under this Agreement on or prior to the Closing Date; (c) the Company shall have obtained the Bank Consent; (d) the resignation letters received from Mxxx XxxxxxxxxMark Patterson, Rxxxx Ramon Betolaza and Fxxxx Xxxxxxxx Frank Plimpton shall be effective; (ex) the Company shall have completed xxxxx xxxx xxmpleted the Financing on terms and conditions satisfactory to the Company in its sole discretion, and the Company shall have received net cash proceeds from the Financing in an amount equal to $400 million or such lesser amount as the Company shall determine in its sole discretion; and (f) the Company shall have received from each MatlinPatterson Party (i) a certificate in a form and substance satisfactory to the Company signed by a duly authorized officer of such MatlinPatterson Party, dated as of the Closing Date, certifying as to itself, itself to the effect set forth in clauses (a) and (b) above of this Section 6.2 and (ii) the items included in Section 2.3(b) of this Agreement.

Conditions Precedent to Obligation of the Company. The obligation of the Company to effect consummate the Share Purchase Closing is also subject to satisfaction of the satisfaction following conditions at or waiver prior to the Closing (unless expressly waived in writing by the Company at or prior to the Closing of the following conditions:Closing): (a) Each All of the terms, covenants and conditions of this Agreement to be complied with and performed by the Reinsurer at or prior to the Closing shall have been complied with and performed by it, and the representations and warranties of made by the MatlinPatterson Parties set forth Reinsurer in Article III of this Agreement shall be true and correct as of the date of this Agreement at and as of the Closing Date Closing, with the same force and effect as though such representations and warranties had been made on at and as of the Closing Date;Closing. (b) Each of the MatlinPatterson Parties shall have performed and complied with all agreements and covenants required to be performed and complied with by them under this Agreement on or prior to the Closing Date; (c) the Company shall have obtained the Bank Consent; (d) the resignation letters received from Mxxx Xxxxxxxxx, Rxxxx Betolaza and Fxxxx Xxxxxxxx shall be effective; (e) the Company shall have completed the Financing on terms and conditions satisfactory to the Company in its sole discretion, and the Company shall have received net cash proceeds from the Financing in an amount equal to $400 million or such lesser amount as the Company shall determine in its sole discretion; and (f) the The Company shall have received from each MatlinPatterson Party (i) the Reinsurer a certificate dated the Closing Date and signed by an executive officer of the Reinsurer certifying that the conditions specified in a form subsection (a) above have been fulfilled. (c) All consents, waivers, licenses, approvals, orders and substance satisfactory authorizations of, and registrations, filings and declarations with, and notices to, any person, entity or Governmental Authority listed on Schedule G required in connection with the consummation of the transactions contemplated hereby shall have been duly obtained, made or given, including the expiration of any applicable waiting periods, and shall be in full force and effect. (d) The Reinsurer shall have duly executed and delivered to the Company signed by a duly authorized officer the Form of such MatlinPatterson PartyJoint Election Under IRC Regulation 1.848-2(g)(8) substantially in the form attached hereto as Exhibit J. (e) The Company shall have received the opinion, dated as of the Closing Date, certifying as to itselfof Xxxxxxx X. Xxxxxxxxxxx, Senior Vice President and General Counsel of the Reinsurer, in form and substance acceptable to the effect set forth Company, substantially in clauses (a) and (b) above of this Section 6.2 and (ii) the items included in Section 2.3(b) of this Agreement.form attached hereto as Exhibit I.