Common use of Conditions to Each Party’s Obligation to Effect the Closing Clause in Contracts

Conditions to Each Party’s Obligation to Effect the Closing. The obligations of the parties to consummate the Closing are subject to the satisfaction (or, if permissible, waiver by the party for whose benefit such conditions exist) of the following conditions: (a) no arbitrator or Governmental Entity shall have issued any order, decree or ruling, and there shall not be any statute, rule or regulation, restraining, enjoining or prohibiting the sale and transfer of the Shares by Seller to Purchaser under this Agreement; (b) any waiting period applicable to the transactions contemplated hereby under the HSR Act shall have expired or been terminated; (c) all authorizations, approvals or consents required to permit the consummation of the transactions contemplated hereby (including an order of the Kansas Insurance Department approving the acquisition of control of Pyramid as contemplated hereby, the "Kansas Approval Order") shall have been obtained and be in full force and effect, except where the failure to have obtained any such authorizations, approvals or consents would not have a Pyramid Material Adverse Effect; and (d) each of Pyramid and Seller shall have duly executed and delivered the Transition Agreement, the Software License and the Reinsurance Agreement.

Conditions to Each Party’s Obligation to Effect the Closing. The respective obligations of Parent, Buyer and Seller to effect the parties to consummate the Closing are transactions contemplated hereby shall be subject to the satisfaction (orsatisfaction, if permissibleor in each such party’s discretion, waiver by (to the party for whose benefit such conditions existextent permissible) at or prior to the Closing of each of the following conditions: (a) no arbitrator No temporary restraining order, preliminary or Governmental Entity permanent injunction or other order issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the transactions contemplated by this Agreement shall be in effect. (b) No action shall have issued any order, decree or ruling, been taken and there shall not be any no statute, rule or regulation, restraining, enjoining or prohibiting regulation shall have been enacted by any Governmental Authority that makes the sale and transfer consummation of the Shares by Seller to Purchaser under this Agreement; (b) any waiting period applicable to the transactions contemplated hereby under the HSR Act shall have expired or been terminated;by this Agreement illegal. (c) Buyer and Seller shall have received or obtained all authorizations, governmental and regulatory consents and approvals or consents required to permit that are necessary for the consummation of the transactions contemplated hereby (including an order and Buyer’s operation of the Kansas Insurance Department approving Business following the acquisition Closing, in each case on terms satisfactory to Buyer, and the waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of control of Pyramid 1976, as contemplated herebyamended (the “HSR Act”), the "Kansas Approval Order") shall have expired or been obtained and be in full force and effect, except where the failure to have obtained any such authorizations, approvals or consents would not have a Pyramid Material Adverse Effect; and (d) each of Pyramid and Seller shall have duly executed and delivered the Transition Agreement, the Software License and the Reinsurance Agreementterminated.

Conditions to Each Party’s Obligation to Effect the Closing. The obligations of Seller, on the parties one hand, and Purchaser, on the other hand, to consummate the Closing are subject to the satisfaction (or, if permissible, waiver by the party for whose benefit such conditions exist) of the following conditions: (a) no arbitrator or Governmental Entity shall have issued any order, decree or ruling, and there shall not be any statute, rule or regulation, restraining, enjoining or prohibiting the sale and transfer of the Shares by Seller to Purchaser under this Agreement; (b) any waiting period applicable to the transactions contemplated hereby under the HSR Act shall have expired or been terminated; (c) all authorizations, approvals or consents required to permit the consummation of the transactions contemplated hereby (including an order of the Kansas Insurance Department approving the acquisition of control of Pyramid as contemplated hereby, the "Kansas Approval Order") shall have been obtained and be in full force and effect, except where the failure to have obtained any such authorizations, approvals or consents would not have a Pyramid Material Adverse Effect; and (d) each of Pyramid and Seller Seller's affiliate, Unitrin Services Company -- Unitrin Data Systems division ("USC"), shall have duly executed a written agreement under which USC will provide computer and delivered data processing services to Pyramid for a period of time following the Transition AgreementClosing, the Software License and the Reinsurance Agreementsuch agreement shall be mutually satisfactory to Purchaser and Seller in all respects.

Conditions to Each Party’s Obligation to Effect the Closing. The respective obligations of the parties each party to consummate effect the Closing are shall be subject to the satisfaction (or, if permissible, or waiver in writing by Buyer and Xxxxxx at or prior to the party for whose benefit such conditions exist) Effective Time of the following conditions: (a) no arbitrator or Governmental Entity the parties shall have issued any order, decree or ruling, and there shall not be any statute, rule or regulation, restraining, enjoining or prohibiting obtained the sale and transfer approval of Buyer’s acquisition of control (filed on Form A) of the Shares by Seller to Purchaser under this Agreement; (b) any applicable Xxxxxx Insurance Subsidiary from the Insurance Regulators in Pennsylvania, New Jersey and California. Any waiting period applicable to the transactions contemplated hereby consummation of the Merger under the HSR Act shall have expired or been terminated, and no action shall have been instituted by the Department of Justice or Federal Trade Commission challenging or seeking to enjoin the consummation of the Merger, unless such action shall have been withdrawn, terminated or resolved by written order of a Governmental Body that is final and non-appealable; (b) no statute, rule, regulation, executive order, decree, ruling or preliminary or permanent injunction shall have been enacted, entered, promulgated or enforced by any federal or state court or Governmental Body having jurisdiction over Buyer, Xxxxxx or any of their respective Subsidiaries that prohibits, restrains or enjoins consummation of the Merger; and (c) all authorizations, approvals or consents required to permit the consummation of the transactions contemplated hereby (including an order of the Kansas Insurance Department approving the acquisition of control of Pyramid as contemplated hereby, the "Kansas Approval Order") this Agreement shall have been obtained approved and be adopted by the requisite vote of the shareholders of Xxxxxx in full force accordance with the Constituent Documents of Xxxxxx and effect, except where the failure to have obtained any such authorizations, approvals or consents would not have a Pyramid Material Adverse Effect; and (d) each of Pyramid and Seller shall have duly executed and delivered the Transition Agreement, the Software License and the Reinsurance AgreementApplicable Law.

Conditions to Each Party’s Obligation to Effect the Closing. The respective obligations of the parties each party to consummate effect the Closing are shall be subject to the satisfaction (or, if permissible, or waiver in writing by Buyer and Mercer at or prior to the party for whose benefit such conditions exist) Effective Time of the following conditions: (a) no arbitrator or Governmental Entity the parties shall have issued any order, decree or ruling, and there shall not be any statute, rule or regulation, restraining, enjoining or prohibiting obtained the sale and transfer approval of Buyer’s acquisition of control (filed on Form A) of the Shares by Seller to Purchaser under this Agreement; (b) any applicable Mercer Insurance Subsidiary from the Insurance Regulators in Pennsylvania, New Jersey and California. Any waiting period applicable to the transactions contemplated hereby consummation of the Merger under the HSR Act shall have expired or been terminated, and no action shall have been instituted by the Department of Justice or Federal Trade Commission challenging or seeking to enjoin the consummation of the Merger, unless such action shall have been withdrawn, terminated or resolved by written order of a Governmental Body that is final and non-appealable; (b) no statute, rule, regulation, executive order, decree, ruling or preliminary or permanent injunction shall have been enacted, entered, promulgated or enforced by any federal or state court or Governmental Body having jurisdiction over Buyer, Mercer or any of their respective Subsidiaries that prohibits, restrains or enjoins consummation of the Merger; and (c) all authorizations, approvals or consents required to permit the consummation of the transactions contemplated hereby (including an order of the Kansas Insurance Department approving the acquisition of control of Pyramid as contemplated hereby, the "Kansas Approval Order") this Agreement shall have been obtained approved and be adopted by the requisite vote of the shareholders of Mercer in full force accordance with the Constituent Documents of Mercer and effect, except where the failure to have obtained any such authorizations, approvals or consents would not have a Pyramid Material Adverse Effect; and (d) each of Pyramid and Seller shall have duly executed and delivered the Transition Agreement, the Software License and the Reinsurance AgreementApplicable Law.

Conditions to Each Party’s Obligation to Effect the Closing. The obligations of the parties Stockholders and the Company, on the one hand, and Purchaser, on the other hand, to consummate the Closing are subject to the satisfaction (or, if permissiblepermissible under applicable Law, waiver by the party for whose benefit such conditions exist) on or prior to the Closing Date of the following conditions: (a) no court, arbitrator or Governmental Entity Authority shall have issued any order, decree or ruling, and there shall not be or taken any statute, rule or regulation, other action restraining, enjoining or otherwise prohibiting the sale and transfer consummation of the Shares transactions contemplated by Seller to Purchaser under this Agreement; (b) no Legal Proceeding shall have been commenced (and shall remain pending) on any grounds to restrain, enjoin or hinder the consummation of the transaction contemplated by this Agreement; (c) all applicable waiting period applicable to the transactions contemplated hereby periods (and any extensions thereof) under the HSR Act shall have expired or otherwise been terminated; (cd) all other authorizations, notices to, approvals or consents of Governmental Authorities required to permit the consummation of the transactions contemplated hereby (including an order of the Kansas Insurance Department approving the acquisition of control of Pyramid as contemplated hereby, the "Kansas Approval Order") including, without limitation, those set forth on Schedule 7.1(d), shall have been obtained or provided, as applicable, and be in full force and effect, except where ; (e) each of the failure to Securityholders’ Agent and Purchaser shall have obtained any such authorizations, approvals or consents would not received a copy of the Escrow Agreement executed by the Escrow Agent; (f) each of the Securityholders’ Agent and Purchaser shall have received a Pyramid Material Adverse Effectcopy of the Paying Agent Agreement executed by the Paying Agent; and (dg) each of Pyramid and Seller the Company shall have duly executed and delivered obtained the Transition Agreement, Stockholder Approval pursuant to the Software License and the Reinsurance AgreementWritten Consent.