Common use of CONDITIONS TO OBLIGATIONS OF ST Clause in Contracts

CONDITIONS TO OBLIGATIONS OF ST. XXXX. The obligation of St. Xxxx to consummate the transactions contemplated by this Agreement is subject to the fulfillment, at or prior to the Closing, of each of the following additional conditions: (a) the representations and warranties of the Company contained in this Agreement shall be true and correct, as of the date hereof and as of the Closing Date, with the same force and effect as if made as of the Closing Date; (b) the covenants and agreements contained in this Agreement and the Ancillary Agreements to be complied with by the Company and its Post-Closing Subsidiaries (other than Platinum US) on or before the Closing Date shall have been complied with in all material respects; (c) St. Xxxx shall have received a certificate from the Company to the effect of Sections 9.02(a) and (b) signed by the President and Chief Executive Officer and the Chief Financial Officer of the Company; (d) St. Xxxx shall have received an opinion in form and substance satisfactory to St. Xxxx (the "ST. XXXX INVESTMENT OPINIONS") from Xxxxxxx, Xxxx & Xxxxxxx, Bermuda counsel to St. Xxxx, as to the due authorization, valid issuance and non-assessability of the St. Xxxx Shares, as well as from Xxxxxxxx & Xxxxxxxx as to the exemption from the registration requirements of the Securities Act of the Firm St. Xxxx Shares and, as a condition to the Second Closing, St. Xxxx Investment Opinions in respect of the Optional St. Xxxx Shares; and (e) St. Xxxx shall have received signed releases from Xxxxxx X. Xxxxxx, Xxxxxx X. Xxxxxx, Xxxxxxx X. Xxxxx, Xxxxxxx X. Xxxxxx, Xxxxxxx X. Xxxxxxxxxxx and other individuals with whom St. Xxxx Re shall have entered into employment agreements following the date hereof in the form attached as SCHEDULE 9.02(e). (f) all of the deliveries required to be made by the Company at the Closing pursuant to Section 3.05 shall have been made.

CONDITIONS TO OBLIGATIONS OF ST. XXXX. The obligation of St. Xxxx to consummate the transactions contemplated by this Agreement is subject to the fulfillment, at or prior to the Closing, of each of the following additional conditions: (a) the representations and warranties of the Company contained in this Agreement shall be true and correct, as of the date hereof and as of the Closing Date, with the same force and effect as if made as of the Closing Date; (b) the covenants and agreements contained in this Agreement and the Ancillary Agreements to be complied with by the Company and its Post-Closing closing Subsidiaries (other than Platinum USUSF&G Family) on or before the Closing Date shall have been complied with in all material respects; (c) St. Xxxx shall have received a certificate from the Company to the effect of Sections 9.02(a) and (b) signed by the President and Chief Executive Officer and the Chief Financial Officer of the Company; (d) St. Xxxx shall have received an opinion in form and substance satisfactory to St. Xxxx (the "ST. XXXX INVESTMENT OPINIONS") from Xxxxxxx, Xxxx & Xxxxxxx, Bermuda counsel to St. Xxxx, as to the due authorization, valid issuance and non-assessability of the St. Xxxx Shares, as well as from Xxxxxxxx & Xxxxxxxx as to the exemption from the registration requirements of the Securities Act of the Firm St. Xxxx Shares and, as a condition to the Second Closing, St. Xxxx Investment Opinions in respect of the Optional St. Xxxx Shares; and (e) St. Xxxx shall have received signed releases from Xxxxxx X. Xxxxxx, Xxxxxx X. Xxxxx Xxxxxx, Xxxxxxx X. Xxxxx, Xxxxxxx X. Xxxxxx, Xxxxxxx X. Xxxxxxxxxxx and other individuals with whom St. Xxxx Re shall have entered into employment agreements following the date hereof in the form attached as SCHEDULE 9.02(e). (f) all of the deliveries required to be made by the Company at the Closing pursuant to Section 3.05 shall have been made.

CONDITIONS TO OBLIGATIONS OF ST. XXXXXxxx. The obligation of St. Xxxx to consummate the transactions contemplated by this Agreement is subject to the fulfillment, at or prior to the Closing, of each of the following additional conditions: (a) the representations and warranties of the Company contained in this Agreement shall be true and correct, as of the date hereof and as of the Closing Date, with the same force and effect as if made as of the Closing Date; (b) the covenants and agreements contained in this Agreement and the Ancillary Agreements to be complied with by the Company and its Post-Closing Subsidiaries (other than Platinum US) on or before the Closing Date shall have been complied with in all material respects; (c) St. Xxxx shall have received a certificate from the Company to the effect of Sections 9.02(a) and (b) signed by the President and Chief Executive Officer and the Chief Financial Officer of the Company; (d) St. Xxxx shall have received an opinion in form and substance satisfactory to St. Xxxx (the "ST. XXXX INVESTMENT OPINIONSSt. Xxxx Investment Opinions") from Xxxxxxx, Xxxx & Xxxxxxx, Bermuda counsel to St. Xxxx, as to the due authorization, valid issuance and non-assessability of the St. Xxxx Shares, as well as from Xxxxxxxx & Xxxxxxxx as to the exemption from the registration requirements of the Securities Act of the Firm St. Xxxx Shares and, as a condition to the Second Closing, St. Xxxx Investment Opinions in respect of the Optional St. Xxxx Shares; and (e) St. Xxxx shall have received signed releases from Xxxxxx X. Xxxxxx, Xxxxxx X. Xxxxxx, Xxxxxxx X. Xxxxx, Xxxxxxx X. Xxxxxx, Xxxxxxx X. Xxxxxxxxxxx and other individuals with whom St. Xxxx Re shall have entered into employment agreements following the date hereof in the form attached as SCHEDULE Schedule 9.02(e). (f) all of the deliveries required to be made by the Company at the Closing pursuant to Section 3.05 shall have been made.

CONDITIONS TO OBLIGATIONS OF ST. XXXX. The obligation of St. Xxxx to consummate the transactions contemplated by this Agreement is subject to the fulfillment, at or prior to the Closing, of each of the following additional conditions: (a) the representations and warranties of the Company contained in this Agreement shall be true and correct, as of the date hereof and as of the Closing Date, with the same force and effect as if made as of the Closing Date; (b) the covenants and agreements contained in this Agreement and the Ancillary Agreements to be complied with by the Company and its Post-Closing closing Subsidiaries (other than Platinum USUSF&G Family) on or before the Closing Date shall have been complied with in all material respects; (c) St. Xxxx shall have received a certificate from the Company to the effect of Sections 9.02(a) and (b) signed by the President and Chief Executive Officer and the Chief Financial Officer of the Company; (d) St. Xxxx shall have received an opinion in form and substance satisfactory to St. Xxxx (the "ST. XXXX INVESTMENT OPINIONS") from Xxxxxxx, Xxxx & Xxxxxxx, Bermuda counsel to St. Xxxx, as to the due authorization, valid issuance and non-assessability of the St. Xxxx Shares, as well as from Xxxxxxxx & Xxxxxxxx as to the exemption from the registration requirements of the Securities Act of the Firm St. Xxxx Shares and, as a condition to the Second Closing, St. Xxxx Investment Opinions in respect of the Optional St. Xxxx Shares; and (e) St. Xxxx shall have received signed releases from Xxxxxx X. Xxxxxx, Xxxxxx X. Xxxxx Xxxxxx, Xxxxxxx X. Xxxxx, Xxxxxxx X. Xxxxxx, Xxxxxxx X. Xxxxxxxxxxx _____________________ and other individuals with whom St. Xxxx Re shall have entered into employment agreements following the date hereof _________________ in the form attached as SCHEDULE Schedule 9.02(e). (f) all of the deliveries required to be made by the Company at the Closing pursuant to Section 3.05 shall have been made.

CONDITIONS TO OBLIGATIONS OF ST. XXXX. The obligation of St. Xxxx to consummate the transactions contemplated by this Agreement is subject to the fulfillment, at or prior to the Closing, of each of the following additional conditions: (a) the representations and warranties of the Company contained in this Agreement shall be true and correct, as of the date hereof and as of the Closing Date, with the same force and effect as if made as of the Closing Date; (b) the covenants and agreements contained in this Agreement and the Ancillary Agreements to be complied with by the Company and its Post-Closing closing Subsidiaries (other than Platinum US) on or before the Closing Date shall have been complied with in all material respects; (c) St. Xxxx shall have received a certificate from the Company to the effect of Sections 9.02(a) and (b) signed by the President and Chief Executive Officer and the Chief Financial Officer of the Company; (d) St. Xxxx shall have received an opinion in form and substance satisfactory to St. Xxxx (the "ST. XXXX INVESTMENT OPINIONS") from Xxxxxxx, Xxxx & Xxxxxxx, Bermuda counsel to St. Xxxx, as to the due authorization, valid issuance and non-assessability of the St. Xxxx Shares, as well as from Xxxxxxxx & Xxxxxxxx as to the exemption from the registration requirements of the Securities Act of the Firm St. Xxxx Shares and, as a condition to the Second Closing, St. Xxxx Investment Opinions in respect of the Optional St. Xxxx Shares; and (e) St. Xxxx shall have received signed releases from Xxxxxx X. Xxxxxx, Xxxxxx X. Xxxxxx, Xxxxxxx X. Xxxxx, Xxxxxxx X. Xxxxxx, Xxxxxxx X. Xxxxxxxxxxx and other individuals with whom St. Xxxx Re shall have entered into employment agreements following the date hereof in the form attached as SCHEDULE 9.02(e). (f) all of the deliveries required to be made by the Company at the Closing pursuant to Section 3.05 shall have been made.