Conditions Precedent to the Obligation of Seller to Close. The obligations of Seller to consummate the transactions contemplated hereby are, unless waived by Seller 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 Seller 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 hereby and thereby shall have been obtained and shall be in full force and effect and Seller 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, the Assigned Contracts and each of the Ancillary Agreements shall have been obtained, including, without limitation, those listed on Schedule 4.5 attached hereto. (v) Except for changes as may be permitted or required pursuant to the terms hereof, the representations and warranties of Purchaser set forth in Article 4 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) Purchaser shall have performed and complied with all covenants and agreements required to be performed or complied with by Purchaser under this Agreement prior to or concurrently with the Closing in all material respects. (vii) Seller shall have received all certificates and other documents required to be delivered to Seller at or before the Closing pursuant to this Agreement duly executed by all necessary Persons (other than Seller). (viii) Seller shall have received the Closing deliveries described in Sections 1.3 and 1.4 hereof. (ix) Purchaser and Seller shall have previously or concurrently closed the transactions contemplated by the JANY Stock Purchase Agreement. (x) 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 on Purchaser; provided, however, that for purposes of this subclause (x), 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 on Purchaser has occurred.
Appears in 1 contract
Samples: Asset Purchase and Sale Agreement (Alden John Financial Corp)
Conditions Precedent to the Obligation of Seller to Close. The obligations of Seller to consummate the transactions contemplated hereby are, unless waived by Seller 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 Seller 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 hereby and thereby shall have been obtained and shall be in full force and effect and Seller 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, Agreement and the Assigned Contracts and each of the Ancillary Agreements Transition Services Agreement shall have been obtained, including, without limitation, those listed on Schedule 4.5 3.5 attached hereto.
(v) Except for changes as may be permitted or required pursuant to the terms hereof, the representations and warranties of Purchaser set forth in Article 4 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 -57- 64 specified date and relate solely to a specified date or period shall be true and correct only as of such date or period.
(vi) Purchaser shall have performed and complied with all covenants and agreements required to be performed or complied with by Purchaser under this Agreement prior to or concurrently with the Closing in all material respects.
(vii) Seller shall have received all certificates and other documents required to be delivered to Seller at or before the Closing pursuant to this Agreement duly executed by all necessary Persons (other than SellerSeller and JANY).
(viii) Seller shall have received the Closing deliveries described in Sections 1.3 and 1.4 hereof.
(ix) The transaction 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.
(xxi) Since December 31, 1995, 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 on Purchaser; provided, however, that for purposes of this subclause (xxi), 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 on Purchaser has occurred.
Appears in 1 contract
Samples: Stock Purchase and Sale Agreement (Alden John Financial Corp)
Conditions Precedent to the Obligation of Seller to Close. The obligations of Seller to consummate the transactions contemplated hereby are, unless waived by Seller 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 Seller 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 hereby and thereby shall have been obtained and shall be in full force and effect and Seller 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, Agreement and the Assigned Contracts and each of the Ancillary Agreements Transition Services Agreement shall have been obtained, including, without limitation, those listed on Schedule 4.5 3.5 attached hereto.
(v) Except for changes as may be permitted or required pursuant to the terms hereof, the representations and warranties of Purchaser set forth in Article 4 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) Purchaser shall have performed and complied with all covenants and agreements required to be performed or complied with by Purchaser under this Agreement prior to or concurrently with the Closing in all material respects.
(vii) Seller shall have received all certificates and other documents required to be delivered to Seller at or before the Closing pursuant to this Agreement duly executed by all necessary Persons (other than SellerSeller and JANY).
(viii) Seller shall have received the Closing deliveries described in Sections 1.3 and 1.4 hereof.
(ix) The transaction 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.
(xxi) Since December 31, 1995, 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 on Purchaser; provided, however, that for purposes of this subclause (xxi), 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 on Purchaser has occurred.
Appears in 1 contract
Conditions Precedent to the Obligation of Seller to Close. The obligations of Seller to consummate the transactions contemplated hereby are, unless waived by Seller 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 Seller 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 hereby and thereby shall have been obtained and shall be in full force and effect and Seller 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, the Assigned Contracts and each of the Ancillary Agreements shall have been obtained, including, without limitation, those listed on Schedule 4.5 attached hereto.
(v) Except for changes as may be permitted or required pursuant to the terms hereof, the representations and warranties of Purchaser set forth in Article 4 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) Purchaser shall have performed and complied with all covenants and agreements required to be performed or complied with by Purchaser under this Agreement prior to or concurrently with the Closing in all material respects.
(vii) Seller shall have received all certificates and other documents required to be delivered to Seller at or before the Closing pursuant to this Agreement duly executed by all necessary Persons (other than Seller).
(viii) Seller shall have received the Closing deliveries described in Sections 1.3 and 1.4 hereof.
(ix) Purchaser and Seller shall have previously or concurrently closed the transactions contemplated by the JANY Stock Purchase Agreement.
(x) 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 on Purchaser; provided, however, that for purposes of this subclause (x), 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 on Purchaser has occurred.,
Appears in 1 contract
