Common use of Conditions Precedent to the Obligation of Purchaser to Close Clause in Contracts

Conditions Precedent to the Obligation of Purchaser to Close. The obligations of Purchaser to consummate the transactions contemplated hereby are, unless waived by Purchaser in accordance with Section 12.4 hereof, subject to the fulfillment, at or before the Closing, of each of the following conditions: (i) No Law or Order of a court, arbitrator or Governmental Entity of competent jurisdiction shall be in effect which prohibits, restricts or enjoins, and no Action shall be pending or threatened which seeks to prohibit, restrict, enjoin, nullify, seek material damages with respect to or otherwise materially adversely affect, the consummation of the transactions contemplated by this Agreement. (ii) The applicable waiting period under the HSR Act, including all extensions thereof, shall have expired or been terminated and Purchaser shall have been furnished with appropriate evidence, reasonably satisfactory to it, of such expiration or termination. (iii) All Permits, consents and waivers required from all Governmental Entities legally required to consummate the Closing and to perform this Agreement and each of the Ancillary Agreements and to consummate the transactions contemplated herein and thereby shall have been obtained and shall be in full force and effect and Purchaser shall have been furnished with appropriate evidence, reasonably satisfactory to it, of the granting of such Permits, consents and waivers; provided, however, that this condition shall be deemed satisfied with respect to approvals of the transactions contemplated by the Assumption Reinsurance Agreement by state insurance regulators, upon receipt of the required Permits, consents and waivers from the Minnesota Department of Commerce and the Arizona Department of Insurance. (iv) All necessary consents to the transactions contemplated by this Agreement and the Ancillary Agreements shall have been obtained, including, without limitation, those listed on Schedule 3.5 attached hereto. (v) Except for such changes as may be permitted or required pursuant to the terms hereof, the representations and warranties of Seller set forth in Article 3 hereof shall be true and correct in all material respects on and as of the Closing with the same effect as though such representations and warranties had been made on and as of the Closing, except that any such representations and warranties that are given as of a specified date and relate solely to a specified date or period shall be true and correct only as of such date or period. (vi) Seller shall have performed and complied with all covenants and agreements required to be performed or complied with by Seller under this Agreement prior to or concurrently with the Closing in all material respects. (vii) Purchaser shall have received all certificates and other documents required to be delivered to Purchaser at or before the Closing pursuant to this Agreement duly executed by all necessary Persons (other than Purchaser). (viii) Purchaser shall have received the Closing deliveries described in Section 1.4 hereof. (ix) Purchaser and Seller shall have previously or concurrently closed the transactions contemplated by the JANY Stock Purchase Agreement. (x) The Combined Reserve Liabilities as of the Closing shall be at least $4,813,357,842 [96% of the aggregate of such reserve liabilities as at June 21, 1996]; provided, however, that if the Oxford Put has been exercised, the Reserve Liabilities with respect to the Oxford Annuity Contracts will be included in Combined Reserve Liabilities for the purpose of this calculation. (xi) Since December 31, 1995, there shall not have occurred any event or events or state of facts that individually or in the aggregate has or could reasonably be expected to have a Material Adverse Effect; provided, however, that for purposes of this subclause (xi), events or facts which affect the insurance or annuity industry generally (e.g., a change in general economic or market conditions, a change in tax Law or a change in insurance Law), shall not be included in determining whether a Material Adverse Effect has occurred. (xii) The Closing Date Portfolio Securities tendered by Seller to the Trust pursuant to Section 1.2(b) hereof and any other assets therein (to the extent such assets would be admitted assets if held by Purchaser outside of the Trust) shall qualify as admitted assets of Purchaser in Arizona for purposes of SAP and Purchaser shall have received regulatory confirmation thereof from the Arizona Department of Insurance.

Conditions Precedent to the Obligation of Purchaser to Close. The obligations obligation of Purchaser to consummate the transactions contemplated hereby are, unless waived by Purchaser in accordance with Section 12.4 hereof, under this Agreement is subject to the fulfillment, at prior to or before on the ClosingClosing Date, of each of the following conditions:conditions (any of which may be waived by Purchaser): (a) Purchaser shall be satisfied that all agreements, certificates and other legal documents to be delivered to it by Seller and the Selling Partners at the Closing, as provided in this Agreement, have been duly executed and delivered and are satisfactory to Purchaser in substance and legal form; (b) Seller and Selling Partners shall have full authority to enter into the transactions contemplated in this Agreement; (c) The due diligence conducted by Purchaser prior to Closing with respect to the Business shall confirm that the operational condition and the financial condition of the Business is acceptable to Purchaser and that Seller and the Selling Partners have full authority to enter into the transactions contemplated in this Agreement; (d) Except as identified on attached Schedule 7.11, no litigation, claim, investigation, creditor action, inquiry or proceeding shall be pending or have been instituted or threatened on or before the Closing which involves Seller, the Business or the Selling Partners; (e) Purchaser and its representatives shall have been permitted to solicit employees of the Business for the purpose of either (i) Purchaser hiring, post-Effective Date, or (ii) Purchaser evaluating for employment with Purchaser of, those employees selected by Purchaser in its sole discretion; (f) Seller shall deliver to Purchaser evidence of (i) occurrence insurance, (ii) claims made insurance together with a professional liability reporting endorsement policy for the five-year period following the Closing (if claims made insurance), or (iii) claims made insurance that will continue to provide coverage for claims relating to the operation of the Business prior to the Closing Date that are made following the Closing Date, in each case in effect for the Business to cover all periods prior to the Closing; (g) Except as set forth in attached Schedule 7.7, every creditor of Seller with a security interest perfected by a Uniform Commercial Code (U.C.C.) filing shall have been paid in full by Seller and shall have delivered to Purchaser an executed U.C.C. Termination Statement and Lien Release (if appropriate), satisfactory to Purchaser, terminating that creditor's security interest in any and all Assets; (h) The Board of Directors of Purchaser, and its parent Option Care, Inc., and each Selling Partner shall each have authorized the transactions contemplated herein; (i) No Law or Order of a courtSeller shall have delivered to Purchaser all documents and instruments to be delivered pursuant to this Agreement (including, arbitrator or Governmental Entity of competent jurisdiction shall be in effect which prohibitswithout limitation, restricts or enjoins, and no Action shall be pending or threatened which seeks pursuant to prohibit, restrict, enjoin, nullify, seek material damages with respect to or otherwise materially adversely affect, the consummation of the transactions contemplated by this Agreement.Article VI); (iij) The applicable waiting period under the HSR Act, including all extensions thereof, shall have expired or been terminated and Purchaser There shall have been furnished with appropriate evidence, reasonably satisfactory to it, no material adverse changes in the Business between the date of such expiration or termination.the Letter of Intent between Purchaser and Seller and the Effective Date; (iiik) All Permits, consents and waivers required from all Governmental Entities legally required to consummate the Closing and to perform this Agreement and each of the Ancillary Agreements and to consummate the transactions contemplated herein and thereby shall have been obtained and shall be in full force and effect and Purchaser shall have been furnished with appropriate evidence, reasonably satisfactory to it, of the granting of such Permits, consents obtain from its lenders any and waivers; provided, however, that this condition shall be deemed satisfied with respect to all approvals of the transactions contemplated by the Assumption Reinsurance Agreement by state insurance regulators, upon receipt of the herein which approvals are required Permits, consents and waivers from the Minnesota Department of Commerce and the Arizona Department of Insurance. (iv) All necessary consents to the transactions contemplated by this Agreement and the Ancillary Agreements shall have been obtained, including, without limitation, those listed on Schedule 3.5 attached hereto.; (v) Except for such changes as may be permitted or required pursuant to the terms hereof, the representations and warranties of Seller set forth in Article 3 hereof shall be true and correct in all material respects on and as of the Closing with the same effect as though such representations and warranties had been made on and as of the Closing, except that any such representations and warranties that are given as of a specified date and relate solely to a specified date or period shall be true and correct only as of such date or period. (vil) Seller shall have performed and complied with terminated all covenants and agreements required to be performed or complied with by Seller under this Agreement of employees of the Business immediately prior to or concurrently with the Closing in all material respects.on the Closing Date; and (viim) Purchaser The landlord, and Amedisys if necessary, shall have received all certificates and other documents required consented to be delivered the assignment of the Lease from Seller to Purchaser of that premises commonly known as at or before the Closing pursuant to this Agreement duly executed by all necessary Persons (other than Purchaser). (viii) Purchaser shall have received the Closing deliveries described in Section 1.4 hereof. (ix) 2880 Schxxxx Xxxxx, Suite 850, St. Petersburg, Florida, 33716 and Purchaser and Seller shall have previously or concurrently closed executed the transactions contemplated by the JANY Stock Purchase Agreementassignments for each such premises. (x) The Combined Reserve Liabilities as of the Closing shall be at least $4,813,357,842 [96% of the aggregate of such reserve liabilities as at June 21, 1996]; provided, however, that if the Oxford Put has been exercised, the Reserve Liabilities with respect to the Oxford Annuity Contracts will be included in Combined Reserve Liabilities for the purpose of this calculation. (xi) Since December 31, 1995, there shall not have occurred any event or events or state of facts that individually or in the aggregate has or could reasonably be expected to have a Material Adverse Effect; provided, however, that for purposes of this subclause (xi), events or facts which affect the insurance or annuity industry generally (e.g., a change in general economic or market conditions, a change in tax Law or a change in insurance Law), shall not be included in determining whether a Material Adverse Effect has occurred. (xii) The Closing Date Portfolio Securities tendered by Seller to the Trust pursuant to Section 1.2(b) hereof and any other assets therein (to the extent such assets would be admitted assets if held by Purchaser outside of the Trust) shall qualify as admitted assets of Purchaser in Arizona for purposes of SAP and Purchaser shall have received regulatory confirmation thereof from the Arizona Department of Insurance.

Conditions Precedent to the Obligation of Purchaser to Close. The obligations obligation of Purchaser to consummate the transactions contemplated hereby are, unless waived by Purchaser provided for in accordance with Section 12.4 hereof, this Agreement is subject to the fulfillment, satisfaction at or before the Closing, Closing Date of each of the following conditionsconditions precedent: (ia) No Law or Order Seller and RLA shall have delivered access to and possession of a courtall of the Purchased Assets and the Real Property to Purchaser and shall have delivered to Purchaser such fully executed instruments of assignment, arbitrator or Governmental Entity of competent jurisdiction shall be transfer and conveyance as are necessary in effect which prohibits, restricts or enjoinsthe opinion of, and no Action shall be pending or threatened which seeks satisfactory in form to, counsel to prohibit, restrict, enjoin, nullify, seek material damages with respect Purchaser to or otherwise materially adversely affect, the consummation transfer good and marketable title to all of the transactions contemplated by Purchased Assets and the Real Property to Purchaser in accordance with the provisions of this Agreement. (iib) The applicable waiting period under the HSR Act, including all extensions thereof, shall have expired or been terminated and Purchaser shall have been furnished with appropriate evidence, reasonably satisfactory to it, of such expiration or termination. (iii) All Permits, consents and waivers required from all Governmental Entities legally required to consummate the Closing and to perform this Agreement and each of the Ancillary Agreements and to consummate the transactions contemplated herein and thereby shall have been obtained and shall be in full force and effect and Purchaser shall have been furnished with appropriate evidence, reasonably satisfactory to it, of the granting of such Permits, consents and waivers; provided, however, that this condition shall be deemed satisfied with respect to approvals of the transactions contemplated by the Assumption Reinsurance Agreement by state insurance regulators, upon receipt of the required Permits, consents and waivers from the Minnesota Department of Commerce and the Arizona Department of Insurance. (iv) All necessary consents to the transactions contemplated by this Agreement and the Ancillary Agreements shall have been obtained, including, without limitation, those listed on Schedule 3.5 attached hereto. (v) Except for such changes as may be permitted or required pursuant to the terms hereof, the representations and warranties of Seller set forth Seller, Shareholder and RLA contained in Article 3 hereof this Agreement shall be true in all material respects as of the date hereof and correct shall be true in all material respects on and as of the Closing with the same effect Date as though such representations and warranties had been if made on that date. All covenants, agreements and as obligations and all conditions precedent on the part of Seller, RLA and/or Shareholder to be performed hereunder on or prior to the Closing, except that any such representations and warranties that are given as of a specified date and relate solely to a specified date or period shall be true and correct only as of such date or period. (vi) Seller Closing Date shall have been duly performed and complied with all covenants and agreements required to be performed or complied with by Seller under this Agreement prior to or concurrently with the Closing in all material respects. (viic) Seller and Shareholder shall have delivered to Purchaser a certificate executed by an officer of the Seller and by Shareholder dated as of the Closing Date stating that (i) all representations and warranties made by Seller and Shareholder contained in this Agreement are true, complete and accurate as of the Closing as if made on and as of such date and (ii) all terms, covenants (to the extent required to be performed prior to the Closing), conditions and provisions of this Agreement to be met by Seller or Shareholder have been complied with. (d) RLA shall have delivered to Purchaser a certificate executed by a general partner of RLA dated as of the Closing Date stating that (i) all representations and warranties made by RLA contained in this Agreement are true, complete and accurate as of the Closing as if made on and as of such date and (ii) all terms, covenants (to the extent required to be performed prior to the Closing), conditions and provisions of this Agreement to be met by RLA have been complied with. (e) Purchaser shall have received all certificates a favorable opinion from Xxxxxx X. Xxxxx, attorney for Seller, Shareholder and other documents required to be delivered to Purchaser at or before RLA, dated the Closing pursuant to this Agreement duly executed by all necessary Persons (other than Purchaser)Date, substantially in form and substance as set forth in Exhibit 7.2(e) attached hereto. (viiif) The Purchaser's due diligence review of the Business and the Purchased Assets provided for in Sections 6.1 and 6.2 of this Agreement shall have been satisfactory to Purchaser in its sole discretion. (g) Seller and Shareholder shall have executed and delivered the Escrow Agreement to Purchaser and the Escrow Agent. (h) Seller shall have obtained, and delivered to Purchaser, consents to the assignment to Purchaser of the Assumed Contracts listed on Schedule 7.1(b), in form reasonably satisfactory to Purchaser. (i) Seller shall have delivered a good standing certificate and RLA shall deliver a City certification to Purchaser. (j) Xxxxxxx Xxxxx will have (i) accepted an offer of employment by Purchaser on terms satisfactory to Purchaser and (ii) executed and delivered a Non-Competition Agreement, substantially in form and substance as set forth in Exhibit 7.2(j) attached hereto. Purchaser shall have received the Closing deliveries described right, exercisable in Section 1.4 hereof. (ix) Purchaser its sole discretion, to waive any one or more of the foregoing conditions, and Seller shall have previously to proceed with the Closing, or concurrently closed the transactions contemplated by the JANY Stock Purchase to terminate this Agreement. (x) The Combined Reserve Liabilities as of the Closing shall be at least $4,813,357,842 [96% of the aggregate of such reserve liabilities as at June 21, 1996]; provided, however, that if the Oxford Put has been exercised, the Reserve Liabilities with respect to the Oxford Annuity Contracts will be included in Combined Reserve Liabilities for the purpose of this calculation. (xi) Since December 31, 1995, there shall not have occurred any event or events or state of facts that individually or in the aggregate has or could reasonably be expected to have a Material Adverse Effect; provided, however, that for purposes of this subclause (xi), events or facts which affect the insurance or annuity industry generally (e.g., a change in general economic or market conditions, a change in tax Law or a change in insurance Law), shall not be included in determining whether a Material Adverse Effect has occurred. (xii) The Closing Date Portfolio Securities tendered by Seller to the Trust pursuant to Section 1.2(b) hereof and any other assets therein (to the extent such assets would be admitted assets if held by Purchaser outside of the Trust) shall qualify as admitted assets of Purchaser in Arizona for purposes of SAP and Purchaser shall have received regulatory confirmation thereof from the Arizona Department of Insurance.

Conditions Precedent to the Obligation of Purchaser to Close. The obligations of Purchaser to consummate the transactions contemplated hereby are, unless waived by Purchaser in accordance with Section 12.4 11.4 hereof, subject to the fulfillment, at or before the Closing, of each of the following conditions: (i) No Law or Order of a court, arbitrator or Governmental Entity of competent jurisdiction shall be in effect which prohibits, restricts or enjoins, and no Action shall be pending or threatened which seeks to prohibit, restrict, enjoin, nullify, seek material damages with respect to or otherwise materially adversely affect, the consummation of the transactions contemplated by this Agreement. (ii) The applicable waiting period under the HSR Act, including all extensions thereof, shall have expired or been terminated and Purchaser shall have been furnished with appropriate evidence, reasonably satisfactory to it, of such expiration or termination.been (iii) All Permits, consents and waivers required from all Governmental Entities legally required to consummate the Closing and to perform this Agreement and each of the Ancillary Agreements Transition Services Agreement and to consummate the transactions contemplated herein and thereby shall have been obtained and shall be in full force and effect and Purchaser shall have been furnished with appropriate evidence, reasonably satisfactory to it, of the granting of such Permits, consents and waivers; provided, however, that this condition shall be deemed satisfied with respect to approvals of the transactions contemplated by the Assumption Reinsurance Agreement by state insurance regulators, upon receipt of the required Permits, consents and waivers from the Minnesota Department of Commerce and the Arizona Department of Insurance. (iv) All necessary consents to the transactions contemplated by this Agreement and the Ancillary Agreements Transition Services Agreement shall have been obtained, obtained including, without limitation, those listed on Schedule 3.5 2.5 attached hereto, if any. (v) Except for such changes as may be permitted or required pursuant to the terms hereof, the representations and warranties of Seller set forth in Article 3 2 hereof shall be true and correct in all material respects on and as of the Closing with the same effect as though such representations and warranties had been made on and as of the Closing, except that any such representations and warranties that are given as of a specified date and relate solely to a specified date or period shall be true and correct only as of such date or period. (vi) Seller shall have performed and complied with all covenants and agreements required to be performed or complied with by Seller under this Agreement prior to or concurrently with the Closing in all material respects. . -55- 62 (vii) Purchaser shall have received all certificates and other documents required to be delivered to Purchaser at or before the Closing pursuant to this Agreement duly executed by all necessary Persons (other than Purchaser). (viii) Purchaser shall have received the Closing deliveries described in Section 1.4 hereof. (ix) Purchaser and Seller shall have previously or concurrently closed the transactions contemplated by the JANY Stock Purchase Agreement. (x) The Combined Reserve Liabilities as of the Closing shall be at least $4,813,357,842 [96% of the aggregate of such reserve liabilities as at June 21, 1996]; provided, however, that if the Oxford Put has been exercised, the Reserve Liabilities with respect to the Oxford Annuity Contracts will be included in Combined Reserve Liabilities for the purpose of this calculation. (xi) Since December 31, 1995, there shall not have occurred any event or events or state of facts that individually or in the aggregate has or could reasonably be expected to have a Material Adverse Effect; provided, however, that for purposes of this subclause (xi), events or facts which affect the insurance or annuity industry generally (e.g., a change in general economic or market conditions, a change in tax Law or a change in insurance Law), shall not be included in determining whether a Material Adverse Effect has occurred. (xii) The Closing Date Portfolio Securities tendered by Seller to the Trust pursuant to Section 1.2(b) hereof and any other assets therein (to the extent such assets would be admitted assets if held by Purchaser outside of the Trust) shall qualify as admitted assets of Purchaser in Arizona for purposes of SAP and Purchaser shall have received regulatory confirmation thereof from the Arizona Department of Insurance.

Conditions Precedent to the Obligation of Purchaser to Close. The obligations of Purchaser to consummate the transactions contemplated hereby are, unless waived by Purchaser in accordance with Section 12.4 11.4 hereof, subject to the fulfillment, at or before the Closing, of each of the following conditions: (i) No Law or Order of a court, arbitrator or Governmental Entity of competent jurisdiction shall be in effect which prohibits, restricts or enjoins, and no Action shall be pending or threatened which seeks to prohibit, restrict, enjoin, nullify, seek material damages with respect to or otherwise materially adversely affect, the consummation of the transactions contemplated by this Agreement. (ii) The applicable waiting period under the HSR Act, including all extensions thereof, shall have expired or been terminated and Purchaser shall have been furnished with appropriate evidence, reasonably satisfactory to it, of such expiration or termination. (iii) All Permits, consents and waivers required from all Governmental Entities legally required to consummate the Closing and to perform this Agreement and each of the Ancillary Agreements Transition Services Agreement and to consummate the transactions contemplated herein and thereby shall have been obtained and shall be in full force and effect and Purchaser shall have been furnished with appropriate evidence, reasonably satisfactory to it, of the granting of such Permits, consents and waivers; provided, however, that this condition shall be deemed satisfied with respect to approvals of the transactions contemplated by the Assumption Reinsurance Agreement by state insurance regulators, upon receipt of the required Permits, consents and waivers from the Minnesota Department of Commerce and the Arizona Department of Insurance. (iv) All necessary consents to the transactions contemplated by this Agreement and the Ancillary Agreements Transition Services Agreement shall have been obtained, obtained including, without limitation, those listed on Schedule 3.5 2.5 attached hereto, if any. (v) Except for such changes as may be permitted or required pursuant to the terms hereof, the representations and warranties of Seller set forth in Article 3 2 hereof shall be true and correct in all material respects on and as of the Closing with the same effect as though such representations and warranties had been made on and as of the Closing, except that any such representations and warranties that are given as of a specified date and relate solely to a specified date or period shall be true and correct only as of such date or period. (vi) Seller shall have performed and complied with all covenants and agreements required to be performed or complied with by Seller under this Agreement prior to or concurrently with the Closing in all material respects. (vii) Purchaser shall have received all certificates and other documents required to be delivered to Purchaser at or before the Closing pursuant to this Agreement duly executed by all necessary Persons (other than Purchaser). (viii) Purchaser shall have received the Closing deliveries described in Section 1.4 1.3 hereof. (ix) The transactions contemplated by this Agreement shall have been approved by the New York Insurance Department. (x) Purchaser and Seller shall have previously or concurrently closed the transactions contemplated by the JANY Stock Asset Purchase Agreement. (x) The Combined Reserve Liabilities as of the Closing shall be at least $4,813,357,842 [96% of the aggregate of such reserve liabilities as at June 21, 1996]; provided, however, that if the Oxford Put has been exercised, the Reserve Liabilities with respect to the Oxford Annuity Contracts will be included in Combined Reserve Liabilities for the purpose of this calculation. (xi) Since December 31, 1995, there shall not have occurred any event or events or state of facts that individually or in the aggregate has or could reasonably be expected to have a Material Adverse Effect; provided, however, that for purposes of this subclause (xi), events or facts which affect the insurance or annuity industry generally (e.g., a change in general economic or market conditions, a change in tax Law or a change in insurance Law), shall not be included in determining whether a Material Adverse Effect has occurred. (xii) The Closing Date Portfolio Securities tendered by Seller to the Trust pursuant to Section 1.2(b) hereof and any other assets therein (to the extent such assets would be admitted assets if held by Purchaser outside of the Trust) shall qualify as admitted assets of Purchaser in Arizona for purposes of SAP and Purchaser shall have received regulatory confirmation thereof from the Arizona Department of Insurance.

Conditions Precedent to the Obligation of Purchaser to Close. The obligations obligation of Purchaser to consummate the transactions contemplated hereby are, unless waived by Purchaser provided for in accordance with Section 12.4 hereof, this Agreement is subject to the fulfillment, satisfaction at or before the Closing, Closing Date of each of the following conditionsconditions precedent: (ia) No Law or Order Seller shall have delivered access to and possession of a courtall of the Purchased Assets to Purchaser and shall have delivered to Purchaser such fully executed instruments of assignment, arbitrator or Governmental Entity of competent jurisdiction shall be transfer and conveyance as are necessary in effect which prohibits, restricts or enjoinsthe opinion of, and no Action shall be pending or threatened which seeks satisfactory in form to, counsel to prohibit, restrict, enjoin, nullify, seek material damages with respect Purchaser to or otherwise materially adversely affect, the consummation transfer good and marketable title to all of the transactions contemplated by Purchased Assets to Purchaser in accordance with the provisions of this Agreement. (iib) The applicable waiting period under the HSR Act, including all extensions thereof, shall have expired or been terminated and Purchaser shall have been furnished with appropriate evidence, reasonably satisfactory to it, of such expiration or termination. (iii) All Permits, consents and waivers required from all Governmental Entities legally required to consummate the Closing and to perform this Agreement and each of the Ancillary Agreements and to consummate the transactions contemplated herein and thereby shall have been obtained and shall be in full force and effect and Purchaser shall have been furnished with appropriate evidence, reasonably satisfactory to it, of the granting of such Permits, consents and waivers; provided, however, that this condition shall be deemed satisfied with respect to approvals of the transactions contemplated by the Assumption Reinsurance Agreement by state insurance regulators, upon receipt of the required Permits, consents and waivers from the Minnesota Department of Commerce and the Arizona Department of Insurance. (iv) All necessary consents to the transactions contemplated by this Agreement and the Ancillary Agreements shall have been obtained, including, without limitation, those listed on Schedule 3.5 attached hereto. (v) Except for such changes as may be permitted or required pursuant to the terms hereof, the representations and warranties of Seller set forth and Xxxxxxx contained in Article 3 hereof this Agreement shall be true in all material respects as of the date hereof and correct shall be true in all material respects on and as of the Closing with the same effect Date as though such representations and warranties had been if made on that date. All covenants, agreements and as obligations and all conditions precedent on the part of Seller and Xxxxxxx to be performed hereunder on or prior to the Closing, except that any such representations and warranties that are given as of a specified date and relate solely to a specified date or period shall be true and correct only as of such date or period. (vi) Seller Closing Date shall have been duly performed and complied with all covenants and agreements required to be performed or complied with by Seller under this Agreement prior to or concurrently with the Closing in all material respects. (viic) Seller shall have delivered to Purchaser a certificate executed by an authorized officer of Seller and Xxxxxxx dated the Closing Date stating that (i) all representations and warranties made by Seller and Xxxxxxx contained in this Agreement are true, complete and accurate as of the Closing as if made on and as of such date, and (ii) all terms, covenants (to the extent required to be performed prior to the Closing), conditions and provisions of this Agreement to be met by Seller and Xxxxxxx have been complied with. (d) There shall not have occurred since December 31, 2000 a Sierra Material Adverse Event. (e) Purchaser shall have obtained commitments for the Title Policies insuring Purchaser's fee title interest in and to each parcel of Real Property, as more particularly described in Section 8.6 hereof. (f) Seller shall have executed and delivered the Assumption Agreement and the other instruments of conveyance specified by Section 3.2(a). (g) At or prior to the Closing, Purchaser shall have received all certificates a UCC search report dated as of a recent date issued by the Secretary of State of Delaware and each state in which Seller is qualified to do business indicating that there are no filings under the Uniform Commercial Code on file with such Secretary of State which name Seller and/or Xxxxxxx as debtor or otherwise indicating any Encumbrance on the Purchased Assets, except for (i) Permitted Encumbrances or other documents required liens which Purchaser has approved, in its sole discretion, and (ii) any Encumbrances with respect to be delivered to Purchaser at which Seller will deliver releases on or before the Closing pursuant to this Agreement Date duly executed by all necessary Persons (the lender or other than Purchaser)creditor which is the holder of such lien. (viiih) All of the Key Employees identified on Schedule 8.8(a) shall have indicated his or her agreement to accept employment with Purchaser or shall have agreed to become consultants to Purchaser after the Closing on terms and conditions acceptable to Purchaser in its sole and absolute discretion (contingent upon the Closing and effective on the Closing Date), provided that such Key Employees are offered salaries and benefits reasonably comparable in the aggregate to their current salaries and benefits. Purchaser shall have received the Closing deliveries described right, exercisable in Section 1.4 hereof. its sole discretion, to waive any one or more of the foregoing conditions (ix) Purchaser which waiver shall not operate as a waiver of any right of indemnity or any other right or remedy for breach of this Agreement with respect thereto, and Seller shall have previously to proceed with the Closing, or concurrently closed the transactions contemplated by the JANY Stock Purchase to terminate this Agreement. (x) The Combined Reserve Liabilities as of the Closing shall be at least $4,813,357,842 [96% of the aggregate of such reserve liabilities as at June 21, 1996]; provided, however, that if the Oxford Put has been exercised, the Reserve Liabilities with respect to the Oxford Annuity Contracts will be included in Combined Reserve Liabilities for the purpose of this calculation. (xi) Since December 31, 1995, there shall not have occurred any event or events or state of facts that individually or in the aggregate has or could reasonably be expected to have a Material Adverse Effect; provided, however, that for purposes of this subclause (xi), events or facts which affect the insurance or annuity industry generally (e.g., a change in general economic or market conditions, a change in tax Law or a change in insurance Law), shall not be included in determining whether a Material Adverse Effect has occurred. (xii) The Closing Date Portfolio Securities tendered by Seller to the Trust pursuant to Section 1.2(b) hereof and any other assets therein (to the extent such assets would be admitted assets if held by Purchaser outside of the Trust) shall qualify as admitted assets of Purchaser in Arizona for purposes of SAP and Purchaser shall have received regulatory confirmation thereof from the Arizona Department of Insurance.