Common use of Conditions to Obligation to Close Clause in Contracts

Conditions to Obligation to Close. 6.1 Conditions to Obligation of Vesta. --------------------------------- The obligation of each of Vesta Fire and Vesta to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: (a) the representations and warranties of AFFC set forth in this Agreement that are qualified as to materiality or Material Adverse Effect shall be true and correct in all respects, and those not so qualified shall be true and correct in all material respects, at and as of the Closing Date, provided that those representations and warranties that are confined by their terms to a specified date shall speak only as of such date; (b) AFFC shall have performed and complied with all of its respective covenants and agreements hereunder in all material respects through the Closing; (c) there shall not be any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any of the transactions contemplated by this Agreement; (d) AFFC shall have delivered to Vesta Fire and Vesta a certificate to the effect that each of the conditions specified above in Section 6.1 (a) - (c) is satisfied in all respects; (e) all approvals, authorizations, and consents from federal and state governmental and regulatory bodies required for the transactions contemplated by this Agreement (including, without limitation, the approval of the transactions contemplated by this Agreement by the Texas Department of Insurance) shall have been obtained and shall be in full force and effect and without conditions or limitations reasonably unacceptable to Vesta Fire and Vesta, and Vesta Fire and Vesta shall have been provided with appropriate evidence, reasonably satisfactory to it and its counsel, of the granting of such approvals, authorizations and consents; (f) Vesta Fire and Vesta shall have received either (i) certificates of compliance (or the equivalent thereof) dated as of a date not more than sixty (60) days prior to the Closing Date, with respect to each of Laurel Life and its Subsidiaries, as to the applicable jurisdictions with respect to which it has a License, or (ii) with respect to those jurisdictions with respect to which no certificate of compliance is received, an officer's certificate from AFFC stating that all reports and Taxes known to be due have been filed and paid and no adverse regulatory actions are pending or have been threatened; (g) Since June 7, 2000, there shall have been (a) no materially adverse change, or development involving a prospective change, in the general affairs, management, shareholders' equity, assets, liabilities, properties, business, operations of AFFC and its Subsidiaries, other than those resulting from (x) a change in general economic or financial conditions in the United States or (y) matters contemplated under this Agreement, and (b) no material change in the manner in which the business of AFFC or its Subsidiaries is conducted other than those resulting from matters contemplated under this Agreement; (h) AFFC and its Subsidiaries shall have given all notices, made all filings and received all authorizations, consents or approvals of all Persons required in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file or to obtain such authorization, consent or approval would not materially adversely affect the ability of the Parties to consummate the transactions contemplated by this Agreement or materially affect AFFC or any of its Subsidiaries; (i) Vesta Fire and Vesta shall have received from counsel to AFFC an opinion in form and substance reasonably satisfactory to Vesta Fire and Vesta and their counsel, addressed to Vesta Fire and Vesta, and dated as of the Closing Date; (j) the Investor Rights Agreement, the Employment Agreements and the Exchange Agreement shall have been executed by all parties other than Vesta Fire and Vesta that are parties to such agreements and the transactions contemplated by the Redemption Agreement shall have been consummated either prior to or contemporaneously with the Closing; and (k) all actions to be taken by AFFC and its Subsidiaries in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to Vesta Fire, Vesta and their counsel. Vesta Fire and Vesta may waive any condition specified in this Section 6.1 if it executes a writing so stating at or prior to the Closing. 6.2

Conditions to Obligation to Close. 6.1 Conditions to Obligation of Vesta. --------------------------------- The Each and every obligation of each of Vesta Fire Buyer and Vesta to consummate the transactions Seller to be performed by it in connection with the Closing is on the Closing Date shall be subject to the satisfaction of the following conditions: : (a) A Xxxx of Sale executed by Seller in the representations form attached hereto as "Exhibit 8(a)" selling, assigning and warranties transferring to Buyer all right, title and interest in and to any and all personal property comprising Assets; (b) Seller shall provide releases of AFFC set forth in this Agreement that are qualified as all financing statements or other evidences of security interests or liens filed or otherwise perfected with respect to materiality any of the Assets and not theretofore released, terminated or Material Adverse Effect satisfied of record; (c) Seller shall be true provide written consents of any third parties necessary to permit the valid and correct in all respectseffective sale, assignment, transfer and those not so qualified shall be true and correct in all material respectsconveyance of the Assets to Buyer; (d) The opinion of counsel for Seller, at and dated as of the Closing Date, provided that those representations substantially in the form of "Exhibit 8(d)" hereto, with only such changes as shall be in form and warranties that are confined by their terms substance satisfactory to a specified date shall speak only as Buyer; (e) The appropriate assignments necessary to transfer record ownership of such date; (b) AFFC shall have performed and complied with all of its respective covenants and agreements hereunder the intellectual property of Seller, in all material respects through the Closing; a form acceptable to Buyer; (cf) there shall not be any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any of the transactions contemplated by this Agreement; (d) AFFC Seller shall have delivered to Vesta Fire Buyer an executed Consent to Use of Names in the form attached hereto as Exhibit "8(f)"; and (g) Seller and Vesta Buyer shall have delivered to each other a certificate to certificate, signed by an authorized representative and providing that the effect that each of the conditions specified above representations and warranties contained in Section 6.1 Sections 7(A) and 7(B), hereof, as applicable, remain true; and (ah) - (c) is satisfied in all respects; (e) all approvals, authorizationsBuyer shall have entered into, and consents from federal and state governmental and regulatory bodies required for the transactions contemplated by this Agreement (includingbe prepared to close on, without limitationan agreement acceptable to it, the approval of the transactions contemplated by this Agreement by the Texas Department of Insurance) shall have been obtained and shall be in full force and effect and without conditions or limitations reasonably unacceptable to Vesta Fire and Vesta, and Vesta Fire and Vesta shall have been provided with appropriate evidence, reasonably satisfactory to it and its counsel, of the granting of such approvals, authorizations and consents; (f) Vesta Fire and Vesta shall have received either (i) certificates of compliance (or the equivalent thereof) dated as of a date not more than sixty (60) days prior to the Closing Date, with respect to each of Laurel Life and its Subsidiaries, as to the applicable jurisdictions with respect pursuant to which it has a License, or (ii) with respect to those jurisdictions with respect to which no certificate of compliance is received, an officer's certificate from AFFC stating that all reports will repurchase receivables held by Xxxxxxx Bank and Taxes known to be due have been filed and paid and no adverse regulatory actions are pending or have been threatened; (g) Since June 7, 2000, there Xxxxxxx Bank shall have been (a) no materially adverse change, or development involving a prospective change, in the general affairs, management, shareholders' equity, assets, liabilities, properties, business, operations of AFFC and release its Subsidiaries, other than those resulting from (x) a change in general economic or financial conditions in the United States or (y) matters contemplated under this Agreementlien on any, and (b) no material change in the manner in which the business all, of AFFC Seller's assets. Seller shall provide any consent or its Subsidiaries is conducted other than those resulting from matters contemplated under this Agreement; (h) AFFC and its Subsidiaries shall have given all notices, made all filings and received all authorizations, consents authorization necessary or approvals of all Persons required in order reasonable for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file or to obtain completion of such authorization, consent or approval would not materially adversely affect the ability of the Parties to consummate the transactions contemplated by this Agreement or materially affect AFFC or any of its Subsidiaries; (i) Vesta Fire and Vesta shall have received from counsel to AFFC an opinion in form and substance reasonably satisfactory to Vesta Fire and Vesta and their counsel, addressed to Vesta Fire and Vesta, and dated as of the Closing Date; (j) the Investor Rights Agreement, the Employment Agreements and the Exchange Agreement shall have been executed by all parties other than Vesta Fire and Vesta that are parties to such agreements and the transactions contemplated by the Redemption Agreement shall have been consummated either prior to or contemporaneously with the Closing; and (k) all actions to be taken by AFFC and its Subsidiaries in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to Vesta Fire, Vesta and their counsel. Vesta Fire and Vesta may waive any condition specified in this Section 6.1 if it executes a writing so stating at or prior to the Closing. 6.2agreement.

Conditions to Obligation to Close. 6.1 Conditions (a) C onditions to Obligation of VestaBuyer’s Obligation. --------------------------------- The obligation of each of Vesta Fire and Vesta Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: : (ai) the representations and warranties of AFFC set forth in this Agreement that are qualified as to materiality or Material Adverse Effect shall be true Section 3(a) and correct in all respects, and those not so qualified Section 4 shall be true and correct in all material respectsrespects at and as of the Closing Date (except to the extent that they expressly speak as of a specific date or time other than the Closing Date, in which case they need only have been true and correct as of such specified date or time), except to the extent that such representations and warranties are qualified by the term “material,” or contain terms such as “Material Adverse Effect” or “Material Adverse Change,” in which case such representations and warranties (as so written, including the term “material” or “Material”) shall be true and correct in all respects at and as of the Closing Date, provided that those representations and warranties that are confined by their terms to a specified date shall speak only as of such date; ; (bii) AFFC Sellers shall have performed and complied with all of its respective their covenants and agreements hereunder in all material respects through the Closing; , except to the extent that such covenants are qualified by the term “material,” or contain terms such as “Material Adverse Effect” or “Material Adverse Change,” in which case Sellers shall have performed and complied with all of such covenants (cas so written, including the term “material” or “Material”) there in all respects through the Closing; (iii) Targets shall not have obtained and delivered to Buyer all of the Third Party Consents set forth on Schedule 7(a)(iii) (other than with respect to Antitrust Laws including the HSR Act) including from the DOH; (iv) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered an order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transaction or causing and of the transactions contemplated hereunder to be rescinded following completion thereof. (v) Buyer shall have received satisfactory background checks on the individual owners of Sellers; (vi) With respect to the HSR Act, any applicable waiting periods (and any extensions thereof) under the HSR Act shall have expired or otherwise been terminated; (vii) no Action shall be pending wherein an unfavorable injunction, judgment, order, decree, ruling, or charge in effect preventing would (A) prevent consummation of any of the transactions contemplated by this Agreement; , (dB) AFFC cause any of the transactions contemplated by this Agreement to be rescinded following consummation, (C) adversely affect the right of Buyer to own Target Equity and to control Targets, or (D) materially and adversely affect the right of Targets to own their assets, maintain their Permits, and to operate their businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect), subject to Section 5(d); (viii) Sellers shall have delivered to Vesta Fire and Vesta Buyer a certificate to the effect that each of the conditions specified above in Section 6.1 (a) - (c7(a)(i)-(iv) is satisfied in all respects; ; (eix) all approvalsBuyer shall have received from Sellers the Transition and License Agreement in form and substance as set forth in Exhibit B attached hereto dated as of the Closing Date; (x) Buyer shall have received from Sellers’ Agent the Escrow Agreement dated as of the Closing Date; (xi) Buyer shall have received from Sellers an equity power and assignment separate from security, authorizationsin favor of Buyer, for the Target Equity; (xii) Buyer shall have received the resignations, effective as of the Closing, of each director and officer of Targets set forth on Schedule 7(a)(xii); (xiii) Targets shall deliver to Buyer an affidavit, under penalties of perjury, stating that each Target is not and has not been a United States real property holding corporation, dated as of the Closing Date and in form and substance required under Treasury Regulation Section 1.897-2(h) so that Buyer is exempt from withholding any portion of the Purchase Price thereunder (the “FIRPTA Affidavit”); (xiv) each of Xxxx Xxxxxxx, Xxxx Xxxx, Xxxx XxXxxxxxxx and Xxxxxx Xxxxx shall have entered into employment agreements (with customary noncompetition and non-solicitation provisions) and equity agreements with Buyer on terms reasonably satisfactory to Sellers and Buyer, and consents from federal and state governmental and regulatory bodies required for the transactions contemplated by this Agreement (including, without limitation, the approval of the transactions contemplated by this Agreement by the Texas Department of Insurance) shall have been obtained and such agreements shall be in full force and effect and without conditions or limitations reasonably unacceptable to Vesta Fire and Vesta, and Vesta Fire and Vesta as of the Closing; (xv) Sellers shall have been provided with appropriate evidence, reasonably satisfactory delivered to it and its counsel, Buyer copies of the granting certificate of organization of each Target, certified no more than five (5) Business Days before the Closing Date by the Secretary of State (or comparable officer) of the jurisdiction of each such approvals, authorizations and consents; Target’s organization; (fxvi) Vesta Fire and Vesta Sellers shall have received either delivered to Buyer copies of the certificate of good standing of each Target, issued no more than five (i5) certificates Business Days before the Closing Date by the Secretary of compliance State (or comparable officer) of the equivalent thereofjurisdiction of each such Target’s organization and of each jurisdiction in which each such Person is qualified to do business; and (xvii) Sellers shall have delivered to Buyer a certificate of the secretary or an assistant secretary of each Target, dated as of a date not more than sixty (60) days prior to the Closing Date, with respect to each of Laurel Life and its Subsidiaries, as to the applicable jurisdictions with respect to which it has a License, or (ii) with respect to those jurisdictions with respect to which no certificate of compliance is received, an officer's certificate from AFFC stating that all reports and Taxes known to be due have been filed and paid and no adverse regulatory actions are pending or have been threatened; (g) Since June 7, 2000, there shall have been (a) no materially adverse change, or development involving a prospective change, in the general affairs, management, shareholders' equity, assets, liabilities, properties, business, operations of AFFC and its Subsidiaries, other than those resulting from (x) a change in general economic or financial conditions in the United States or (y) matters contemplated under this Agreement, and (b) no material change in the manner in which the business of AFFC or its Subsidiaries is conducted other than those resulting from matters contemplated under this Agreement; (h) AFFC and its Subsidiaries shall have given all notices, made all filings and received all authorizations, consents or approvals of all Persons required in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file or to obtain such authorization, consent or approval would not materially adversely affect the ability of the Parties to consummate the transactions contemplated by this Agreement or materially affect AFFC or any of its Subsidiaries; (i) Vesta Fire and Vesta shall have received from counsel to AFFC an opinion in form and substance reasonably satisfactory to Vesta Fire Buyer, as to: (i) no amendments to the certificate of formation of such Target since the date specified in clause (xiii) above; (ii) the operating agreement of such Target ; and Vesta and their counsel, addressed to Vesta Fire and Vesta, and dated as (iii) any resolutions of the Closing Date; (j) the Investor Rights Agreement, the Employment Agreements and the Exchange managers of such Target relating to this Agreement shall have been executed by all parties other than Vesta Fire and Vesta that are parties to such agreements and the transactions contemplated by the Redemption Agreement shall have been consummated either prior to or contemporaneously with the Closing; and (k) all actions to be taken by AFFC and its Subsidiaries in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to Vesta Fire, Vesta and their counselhereby. Vesta Fire and Vesta Buyer may waive any condition specified in this Section 6.1 7(a) if it executes a writing so stating at or prior to the Closing. 6.2.

Conditions to Obligation to Close. 6.1 Conditions to Obligation of Vesta. --------------------------------- The Each and every obligation of each of Vesta Fire Buyer and Vesta to consummate the transactions Seller to be performed by it in connection with the Closing is on the Closing Date shall be subject to the satisfaction of the following conditions: : (a) A Bxxx of Sale executed by Seller in the representations form attached hereto as "Exhibit 8(a)" selling, assigning and warranties transferring to Buyer all right, title and interest in and to any and all personal property comprising Assets; (b) Seller shall provide releases of AFFC set forth in this Agreement that are qualified as all financing statements or other evidences of security interests or liens filed or otherwise perfected with respect to materiality any of the Assets and not theretofore released, terminated or Material Adverse Effect satisfied of record; (c) Seller shall be true provide written consents of any third parties necessary to permit the valid and correct in all respectseffective sale, assignment, transfer and those not so qualified shall be true and correct in all material respectsconveyance of the Assets to Buyer; (d) The opinion of counsel for Seller, at and dated as of the Closing Date, provided that those representations substantially in the form of "Exhibit 8(d)" hereto, with only such changes as shall be in form and warranties that are confined by their terms substance satisfactory to a specified date shall speak only as Buyer; (e) The appropriate assignments necessary to transfer record ownership of such date; (b) AFFC shall have performed and complied with all of its respective covenants and agreements hereunder the intellectual property of Seller, in all material respects through the Closing; a form acceptable to Buyer; (cf) there shall not be any injunction, judgment, order, decree, ruling, or charge in effect preventing consummation of any of the transactions contemplated by this Agreement; (d) AFFC Seller shall have delivered to Vesta Fire Buyer an executed Consent to Use of Names in the form attached hereto as Exhibit "8(f)"; and (g) Seller and Vesta Buyer shall have delivered to each other a certificate to certificate, signed by an authorized representative and providing that the effect that each of the conditions specified above representations and warranties contained in Section 6.1 Sections 7(A) and 7(B), hereof, as applicable, remain true; and (ah) - (c) is satisfied in all respects; (e) all approvals, authorizationsBuyer shall have entered into, and consents from federal and state governmental and regulatory bodies required for the transactions contemplated by this Agreement (includingbe prepared to close on, without limitationan agreement acceptable to it, the approval of the transactions contemplated by this Agreement by the Texas Department of Insurance) shall have been obtained and shall be in full force and effect and without conditions or limitations reasonably unacceptable to Vesta Fire and Vesta, and Vesta Fire and Vesta shall have been provided with appropriate evidence, reasonably satisfactory to it and its counsel, of the granting of such approvals, authorizations and consents; (f) Vesta Fire and Vesta shall have received either (i) certificates of compliance (or the equivalent thereof) dated as of a date not more than sixty (60) days prior to the Closing Date, with respect to each of Laurel Life and its Subsidiaries, as to the applicable jurisdictions with respect pursuant to which it has a License, or (ii) with respect to those jurisdictions with respect to which no certificate of compliance is received, an officer's certificate from AFFC stating that all reports will repurchase receivables held by Sxxxxxx Bank and Taxes known to be due have been filed and paid and no adverse regulatory actions are pending or have been threatened; (g) Since June 7, 2000, there Sxxxxxx Bank shall have been (a) no materially adverse change, or development involving a prospective change, in the general affairs, management, shareholders' equity, assets, liabilities, properties, business, operations of AFFC and release its Subsidiaries, other than those resulting from (x) a change in general economic or financial conditions in the United States or (y) matters contemplated under this Agreementlien on any, and (b) no material change in the manner in which the business all, of AFFC Seller's assets. Seller shall provide any consent or its Subsidiaries is conducted other than those resulting from matters contemplated under this Agreement; (h) AFFC and its Subsidiaries shall have given all notices, made all filings and received all authorizations, consents authorization necessary or approvals of all Persons required in order reasonable for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file or to obtain completion of such authorization, consent or approval would not materially adversely affect the ability of the Parties to consummate the transactions contemplated by this Agreement or materially affect AFFC or any of its Subsidiaries; (i) Vesta Fire and Vesta shall have received from counsel to AFFC an opinion in form and substance reasonably satisfactory to Vesta Fire and Vesta and their counsel, addressed to Vesta Fire and Vesta, and dated as of the Closing Date; (j) the Investor Rights Agreement, the Employment Agreements and the Exchange Agreement shall have been executed by all parties other than Vesta Fire and Vesta that are parties to such agreements and the transactions contemplated by the Redemption Agreement shall have been consummated either prior to or contemporaneously with the Closing; and (k) all actions to be taken by AFFC and its Subsidiaries in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to Vesta Fire, Vesta and their counsel. Vesta Fire and Vesta may waive any condition specified in this Section 6.1 if it executes a writing so stating at or prior to the Closing. 6.2agreement.

Conditions to Obligation to Close. 6.1 (a) Conditions to Obligation of VestaAmeriSure's Obligation. --------------------------------- The obligation of each of Vesta Fire and Vesta AmeriSure to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions: : (ai) the representations and warranties of AFFC set forth in this Agreement that are qualified as to materiality or Material Adverse Effect shall be true and correct in all respects, and those not so qualified Section 3 above shall be true and correct in all material respects, respects at and as of the Closing Date, provided except to the extent that those such representations and warranties that are confined qualified by their the term "material.- or contain terms to a specified date such as "Material Adverse Effect" or "Material Adverse Change," in which case such representations and warranties shall speak only be true and correct in all respects at and as of the Closing Date: (ii) GNR shall deliver to AmeriSure, within five (5) days from the date of execution hereof. any and all documentation relating to GNR's acquisition and ownership of the Business and the Assets including any documentation relating to the ownership of the Affiliate Entities in GNR's possession. On the Closing Date, GNR shall deliver any and all documentation relating to the Acquired Assets such date; documentation shall include all papers, documents, computerized databases and records of GNR relating to the Acquired Assets in GN R's possession, including without l imitation all corporate, marketing records, purchase records, accounting and financial records and maintenance and production records, documents and information relating to the production and manufacturing, including know-how, trade secrets, and other reasonable documents as requested by AmeriSure relating to the Acquired Assets (bthe "Deliveries"). GNR's Deliveries shall be treated as confidential information and if for any reason GNR's Deliveries are delivered to AmeriSure, but the transaction does not complete, all of GNR's Deliveries will be returned to GNR, and AmeriSure will not retain, directly or indirectly, any copies thereof. (iii) AFFC GNR shall have performed and complied with all of its respective covenants and agreements hereunder in all material respects through the Closing; , except to the extent that such covenants are qualified by the term "material," or contain terms such as "Material Adverse Effect" or "Material Adverse Change,” in which case GNR shall have performed and complied with all of such covenants in all respects through the Closing: (civ) there GNR shall not have, if necessary, procured all of the third-party consents specified in Section 5(b) above; (v) no action, suit, or proceeding shall be pending before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling, or charge in effect preventing would (A) prevent consummation of any of the transactions contemplated by this Amended Agreement; , (dB) AFFC shall have delivered to Vesta Fire and Vesta a certificate to the effect that each of the conditions specified above in Section 6.1 (a) - (c) is satisfied in all respects; (e) all approvals, authorizations, and consents from federal and state governmental and regulatory bodies required for the transactions contemplated by this Agreement (including, without limitation, the approval cause any of the transactions contemplated by this Amended Agreement by the Texas Department of Insurance) shall have been obtained and shall be in full force and effect and without conditions or limitations reasonably unacceptable to Vesta Fire and Vesta, and Vesta Fire and Vesta shall have been provided with appropriate evidence, reasonably satisfactory to it and its counsel, of the granting of such approvals, authorizations and consents; (f) Vesta Fire and Vesta shall have received either (i) certificates of compliance (or the equivalent thereof) dated as of a date not more than sixty (60) days prior to the Closing Date, with respect to each of Laurel Life and its Subsidiaries, as to the applicable jurisdictions with respect to which it has a License, or (ii) with respect to those jurisdictions with respect to which no certificate of compliance is received, an officer's certificate from AFFC stating that all reports and Taxes known to be due have been filed and paid and no adverse regulatory actions are pending or have been threatened; rescinded following consummation, and, (gC) Since June 7, 2000, there shall have been (a) no materially adverse change, or development involving a prospective change, in the general affairs, management, shareholders' equity, assets, liabilities, properties, business, operations of AFFC and its Subsidiaries, other than those resulting from (x) a change in general economic or financial conditions in the United States or (y) matters contemplated under this Agreement, and (b) no material change in the manner in which the business of AFFC or its Subsidiaries is conducted other than those resulting from matters contemplated under this Agreement; (h) AFFC and its Subsidiaries shall have given all notices, made all filings and received all authorizations, consents or approvals of all Persons required in order for the Parties to consummate the transactions contemplated by this Agreement, except where the failure to give notice, to file or to obtain such authorization, consent or approval would not materially adversely affect the ability right of AmeriSure to acquire the Parties to consummate the transactions contemplated by this Agreement or materially affect AFFC or any of its Subsidiaries; Acquired Assets; (i) Vesta Fire and Vesta shall have received from counsel to AFFC an opinion in form and substance reasonably satisfactory to Vesta Fire and Vesta and their counsel, addressed to Vesta Fire and Vesta, and dated as of the Closing Date; (j) the Investor Rights Agreement, the Employment Agreements and the Exchange Agreement shall have been executed by all parties other than Vesta Fire and Vesta that are parties to such agreements and the transactions contemplated by the Redemption Agreement shall have been consummated either prior to or contemporaneously with the Closing; and (kvi) all actions to be taken by AFFC and its Subsidiaries GNR in connection with consummation of the transactions contemplated hereby and all certificates, opinions, instruments, and other documents required to effect the transactions contemplated hereby will be reasonably satisfactory in form and substance to Vesta Fire, Vesta and their counsel. Vesta Fire and Vesta may waive any condition specified in this Section 6.1 if it executes a writing so stating at or prior AmeriSure; and (vii) GNR shall have performed all necessary actions to transfer legal title of the Acquired Assets to the Closing. 6.2name of AmeriSure.