Common use of Conditions to the Obligations of Buyer under this Agreement Clause in Contracts

Conditions to the Obligations of Buyer under this Agreement. The obligations of Buyer under this Agreement shall be further subject to the satisfaction, at or prior to the Closing, of the following conditions: (a) each of the obligations of Seller required to be performed by Seller at or prior to the Closing pursuant to this Agreement shall have been duly performed and complied with in all material respects; (b) the representations and warranties of Seller contained in this Agreement which are not qualified with respect to materiality shall be true and correct, and the representations and warranties of Seller which are qualified with respect to materiality shall be true and correct in all material respects, in each case as of the date of this Agreement and as of the Closing as though made at and as of the Closing (except as to any representation or warranty which specifically relates to an earlier date, which shall be true and correct as of such earlier date); (c) any and all permits, consents, waivers, clearances, approvals and authorizations of all third parties and Governmental Authorities which are necessary in connection with the consummation of the transactions contemplated hereby shall have been obtained, other than items which, if not obtained, would not have a Material Adverse Effect; (d) Seller shall have executed and delivered an affidavit, in a form reasonably satisfactory to Buyer, stating, under penalties of perjury, Seller's United States taxpayer identification number and that Seller is not a foreign person within the meaning of Section 1445 of the Code; (e) There shall have occurred no Material Adverse Effect (whether or not covered by insurance) in the Assets or business of Seller relating to the Assets since [Jan 30, 2009]; (f) Any and all amendments or supplements to the Disclosure Schedules shall be acceptable in form and substance to Buyer, in its absolute discretion; and (g) Sellers shall provide an agreement,

Conditions to the Obligations of Buyer under this Agreement. The obligations obligation of Buyer under this Agreement to consummate the acquisition of the Shares (the "Acquisition") shall be further subject to the satisfaction, at or prior to the Closing, of the following conditions: (a) each All authorizations, consents and approvals of third parties and Governmental Authorities specified in Section 3.6 of the Disclosure Schedule shall have been obtained and shall be in full force and effect; (b) Any waiting period applicable to the consummation of the Acquisition under the HSR Act shall have expired or been terminated; (c) No injunction, restraining order or other ruling or order issued by any Governmental Authority or other legal restraint or prohibition preventing the consummation of the Acquisition shall be in effect; (i) Each of the obligations of Seller required to be performed by Seller it at or prior to the Closing pursuant to this Agreement shall have been duly performed and complied with in all material respects; , (bii) the representations and warranties of Seller contained in this Agreement which are not qualified with respect to materiality shall be true and correct, and except where the representations and warranties of Seller which are qualified with respect failure to materiality shall be true and correct in all material respectswould not reasonably be expected to have a Material adverse effect, in each case as of the date of this Agreement and as of the Closing as though made at and as of the Closing (except as to any representation or warranty which specifically relates to an earlier date, which shall be true ) and correct as of such earlier date); (ciii) any and all permits, consents, waivers, clearances, approvals and authorizations of all third parties and Governmental Authorities which are necessary in connection with the consummation of the transactions contemplated hereby Buyer shall have been obtained, other than items which, if not obtained, would not have received a Material Adverse Effect; (d) Seller shall have executed and delivered an affidavit, in certificate to the foregoing effect signed by a form reasonably satisfactory to Buyer, stating, under penalties senior officer of perjury, Seller's United States taxpayer identification number and that Seller is not a foreign person within the meaning of Section 1445 of the Code; (e) There Pioneer shall have occurred no Material Adverse Effect (whether i) disposed by sale, transfer or not covered by insuranceother disposition all of the outstanding shares of Security Life (with or without consideration) to an entity other than a Target Company and (ii) consummated the Restructuring Transactions, as described in the Assets Annex G hereto (without causing Target Companies any financial obligations, tax or business of Seller relating to the Assets since [Jan 30, 2009]otherwise); (f) Any All contracts, agreements, obligations, commitments and all amendments liabilities between any of the Target Companies and Seller or supplements its Affiliates (other than the Target Companies) shall be terminated or rejected prior to the Closing without any payment by any of the Target Companies other than (i) payments made consistent with past practice in accordance with the agreements or arrangements described in Section 3.24 of the Disclosure Schedules Schedule and (ii) with respect to services subcontracted to an unaffiliated third party under such other contracts, agreements, obligations, commitments and liabilities, such portion as is reasonably allocable to the Target Companies of any early termination fee payable to such unaffiliated third party under a termination provision identified in Section 6.1(f) of the Disclosure Schedule. Not later than 30 days following the Closing, Seller shall prepare and submit to Buyer a computation of amounts owing to Seller or any of its Affiliates (other than the Target Companies) consistent with past practice in accordance with such agreements or arrangements as of the Closing Date. Buyer shall pay such amounts to Seller not later than 15 days following its receipt of such computation, together with reasonably detailed documentation supporting the allocation of any portion of an early termination fee to the Target Companies. Buyer and Seller will work together in good faith to minimize any early termination fees payable hereunder. (g) The Seller shall have prepared a Closing Statement and delivered such Closing Statement to Buyer at least three days before the Closing; (h) The Statutory Capital of the Target Companies as shown on the Closing Statement for the Target Companies shall be acceptable in form at least $51,200,000 less an amount equal to the amount of dividends paid with respect to capital stock by Occidental and substance AA Life (such amount, the "Required Closing Capital"); provided, however, that if such Statutory Capital is less than the Required Closing Capital, Seller shall contribute to Buyer, in its absolute discretionPioneer such amount at or prior to the Closing Date as is required to provide the Required Closing Capital; and (gi) Sellers If a Chapter 11 Case is commenced, the Approval Order shall provide have been entered and shall have become a Final Order; provided, however, that any of the above conditions that is susceptible to numerical quantification may be deemed satisfied if the Buyer and Seller mutually agree on an agreement,adjustment to the Purchase Price.

Conditions to the Obligations of Buyer under this Agreement. The obligations of Buyer under this Agreement shall be further subject to the satisfaction, at or prior to the Closing, of the following conditionscondition that: (ai) each The obligations of the obligations of Seller required to be performed by Seller at it or any of its Affiliates on or prior to the Closing pursuant to this Agreement shall have been duly performed and complied with in all material respects; , (bii) the representations and warranties of the Seller contained in this Agreement which are not qualified with respect to materiality shall be true and correct, and the representations and warranties of Seller which are qualified with respect to materiality shall be true and correct in all material respects, in each case respects as of the date of this Agreement and as of the Closing as though made at and as of the Closing (except as to any representation or warranty which specifically relates to an earlier date, which date shall only be required to be true on and correct as of such earlier date), and (iii) Buyer shall have received a certificate to that effect signed by an officer of Seller; (cb) any Any and all permits, consents, waivers, clearances, approvals and authorizations of all third parties and Governmental Authorities which are necessary in connection with the consummation of the transactions contemplated hereby hereby, including under the HSR Act, shall have been obtained, other than items which, if not obtained, would not have a Material Adverse Effect; (dc) The Seller shall have executed and delivered an affidavit, in a form reasonably satisfactory (or caused to Buyer, stating, under penalties of perjury, Seller's United States taxpayer identification number and that Seller is not a foreign person within the meaning of Section 1445 be delivered) to Buyer all of the Code; (e) There shall have occurred no Material Adverse Effect (whether or not covered by insurance) in the Assets or business of Seller relating to the Assets since [Jan 30, 2009]; (f) Any and all amendments or supplements to the Disclosure Schedules shall be acceptable in form and substance to Buyer, in its absolute discretionitems set forth under Section 7.1(a); and (gd) Sellers No material adverse change shall provide an agreement,have taken place in the Purchased Assets or the Business (including without limitation Wal-Mart’s cancellation or material reduction of its ongoing commercial relationship with the Business, or Seller’s Knowledge of Wal-Mart’s intention to do so) since the date of the most recent Financial Statements other than those, if any, that result from the changes permitted by, and transactions contemplated by, this Agreement, and Buyer shall have received a certificate to that effect signed by Seller.

Conditions to the Obligations of Buyer under this Agreement. The obligations of Buyer under this Agreement to consummate the Closing Transactions shall be further subject to the satisfaction, at or prior to the Closing, of the following conditions: (a) subject to Section 5.19(c) hereof, all authorizations, consents and approvals contemplated by Sections 3.6 and 4.5, including the PennLife Insurance Approvals, the ConLife Insurance Approvals (which shall include approval to restructure the capital of the PennLife Companies and the ConLife Companies to reset unassigned surplus to not less than zero) and the Buyer Approvals, shall have been obtained and shall be in full force and effect and applicable regulators shall not have imposed any material and adverse prohibitions, limitations, conditions or restrictions on Buyer or any of the Companies in connection with the approvals by such regulators of the Forms A to be filed by the parties as contemplated hereby, including but not limited to a restriction on the ability of any of the Companies to pay ordinary dividends or to write any material line of business. (b) any waiting period applicable to the consummation of the sale and purchase of the Shares under the HSR Act shall have expired or been terminated; (c) no injunction, restraining order or other ruling or order issued by any Governmental Authority or other legal restraint or prohibition preventing the consummation of the Closing Transactions shall be in effect; (d) each of the obligations of Seller PLAC, PFG, SFC and PCFS required to be performed by Seller it at or prior to the Closing pursuant to this Agreement shall have been duly performed and complied with in all material respects; (b) the representations and warranties of Seller contained in this Agreement which are not qualified with respect to materiality shall be true and correct, and the representations and warranties of Seller which are qualified with respect to materiality PLAC, PFG, SFC and PCFS contained in this Agreement shall be true and correct in all material respects, in each case respects as of the date of this Agreement and as of the Closing Date as though made at and as of the Closing Date (except (i) as to any representation those representations or warranty warranties which specifically relates relate to an earlier date, which shall need to be true and correct in all material respects as of such earlier datespecified dates and (ii) to the extent that the representation and warranty set forth in Section 3.15(e) has been rendered inaccurate as the result of any claims asserted with respect to Agent Compensation between the date hereof and the Closing), and Buyer shall have received a certificate to that effect signed by a senior officer of each of PLAC, PFG, SFC and PCFS; (ce) any and all material permits, consents, waivers, clearances, approvals and authorizations of Governmental Authorities and all material consents, licenses, waivers or approvals of any other third parties and Governmental Authorities (other than those contemplated by subparagraph (a) above), including the PCFS Licenses, which are necessary in connection with the consummation of the Closing Transactions and the consummation of the transactions contemplated hereby by the Universal Share Purchase Agreement shall have been obtained, other than items which, if not obtained, would not have a Material Adverse Effect; (d) Seller shall have executed and delivered an affidavit, in a form reasonably satisfactory to Buyer, stating, under penalties of perjury, Seller's United States taxpayer identification number and that Seller is not a foreign person within the meaning of Section 1445 of the Code; (e) There shall have occurred no Material Adverse Effect (whether or not covered by insurance) in the Assets or business of Seller relating to the Assets since [Jan 30, 2009]; (f) Any and all amendments or supplements Buyer shall have received opinions of counsel to the Disclosure Schedules shall be acceptable in form and substance to BuyerSellers, in its absolute discretion; and (g) Sellers shall provide an agreement,the forms attached hereto as Annex E;

Conditions to the Obligations of Buyer under this Agreement. The obligations of Buyer under this Agreement to consummate the Closing Transactions shall be further subject to the satisfaction, at or prior to the Closing, of the following conditions: (a) all authorizations, consents and approvals of any Governmental Authority contemplated by Sections 3.6, 4.4 and 5.16(a), including the Insurance Approvals and the Buyer Approvals, shall have been obtained and shall be in full force and effect and applicable regulators shall not have imposed any material prohibitions, limitations, conditions or restrictions on Buyer or any of the Companies in connection with the approvals by such regulators of the Forms A to be filed by the parties as contemplated hereby, including but not limited to a restriction on the ability of any of the Companies to pay ordinary dividends, which are not consented to by Buyer; (b) any waiting period applicable to the consummation of the sale and purchase of the Shares under the HSR Act shall have expired or been terminated; (c) no injunction, restraining order or other ruling or order issued by any Governmental Authority or other legal restraint or prohibition preventing the consummation of the Closing Transactions shall be in effect; (d) (i) each of the obligations of Seller required to be performed by Seller it at or prior to the Closing pursuant to this Agreement shall have been duly performed and complied with in all material respects; , (bii) the representations and warranties of Seller contained in this Agreement which are not qualified with respect to materiality shall be true and correct, and the representations and warranties of Seller which are qualified with respect to materiality shall be true and correct in all material respects, in each case as of the date of this Agreement and as of the Closing as though made at and as of the Closing Date, as if made at and as of such date (except as without giving effect to any representation materiality or warranty which specifically relates to an earlier Material Adverse Effect qualifications or exceptions contained therein), except for those representations and warranties made as of a specified date, which shall be true and correct as of the date specified (without giving effect to any materiality or Material Adverse Effect qualifications or exceptions contained therein); provided, that this condition (ii) shall be deemed satisfied if any inaccuracies in any of such earlier date); (c) any representations and all permits, consents, waivers, clearances, approvals warranties at and authorizations of all third parties and Governmental Authorities which are necessary in connection with the consummation as of the transactions contemplated hereby shall applicable date (without giving effect to any materiality or Material Adverse Effect qualifications or exceptions contained therein) would not, individually or in the aggregate, have been obtained, other than items which, if not obtained, would not or reasonably be expected to have a Material Adverse Effect, and (iii) Buyer shall have received a certificate to that effect signed by a senior officer of Seller; (de) Seller all consents of third parties identified on Section 6.1(e) of the Disclosure Schedule shall have executed been obtained; (f) the Liens in favor of The Bank of New York, as administrative agent, as disclosed in the Disclosure Schedule, shall have been released concurrently with or prior to the Closing; (g) the Approval Order shall have been entered and, shall be in form and delivered an affidavit, in a form substance reasonably satisfactory to Buyer, stating, under penalties of perjury, and shall have become a Final Order; (h) Seller shall have provided to Buyer documentation reasonably evidencing Seller's United States taxpayer identification number fulfillment of the requirements of Section 5.18; (i) each of the Pre-Closing Restructuring Transactions shall have been completed or otherwise provided for to the reasonable satisfaction of Buyer; (j) Seller shall have delivered to Buyer a certificate complying with Treasury Regulations section 1.1445-2(b)(2), in form and substance reasonably satisfactory to Buyer, duly executed and acknowledged, certifying that Seller is not a foreign person within the meaning of Section 1445 of the Codesuch section; (ek) There Seller shall have caused SFSC to obtain the consent of the landlord to assign the real property lease for the Maxus Energy Tower, located at 717 North Harwood St., Dallas, Texas to Buyer or to Buyer's TPA; (l) Xx act, event or condition shall have occurred no after the date hereof which has had or would reasonably be expected to have a Material Adverse Effect (whether or not covered by insurance) in the Assets or business of Seller relating to the Assets since [Jan 30, 2009]Effect; (f) Any and all amendments or supplements to the Disclosure Schedules shall be acceptable in form and substance to Buyer, in its absolute discretion; and (g) Sellers shall provide an agreement,

Conditions to the Obligations of Buyer under this Agreement. The obligations obligation of Buyer under this Agreement to consummate the acquisition of the Shares (the "Acquisition") shall be further subject to the satisfaction, at or prior to the Closing, of the following conditions: (a) each [reserved]; (b) Any waiting period applicable to the consummation of the Acquisition under the HSR Act shall have expired or been terminated; (c) No injunction, restraining order or other ruling or order issued by any Governmental Authority or other legal restraint or prohibition preventing the consummation of the Acquisition shall be in effect; (d) Each of the obligations of Seller PLAC or Professional required to be performed by Seller it at or prior to the Closing pursuant to this Agreement shall have been duly performed and complied with in all material respects; (b) the representations and warranties of Seller contained in this Agreement which are not qualified with respect to materiality shall be true and correct, and the representations and warranties of Seller which are qualified with respect to materiality PLAC contained in this Agreement shall be true and correct in all material respects, in each case respects as of the date of this Agreement and as of the Closing as though made at and as of the Closing (except as to any representation or warranty which that specifically relates to an earlier date), which and Buyer shall be true and correct as have received a certificate to that effect signed by a senior officer of such earlier date)PLAC; (ce) any Any and all permits, consents, waivers, clearances, approvals and authorizations of all third parties and Governmental Authorities which are necessary in connection with the consummation specified on Section 7.1(e) of the transactions contemplated hereby Disclosure Schedule shall have been obtained; and (f) Buyer shall have received an opinion of Weil, other than items whichGotshal & Mangxx XXX or Scotx X. Xxxxxxxxx, if Xxq., General Counsel of PennCorp Financial Group, Inc., in form reasonably acceptable to Buyer. (g) There shall not obtainedhave occurred since September 30, 1998, any change in the business condition (financial or otherwise) of Professional that has had or would not be reasonably likely to have a Material Adverse Effect;. (dh) Seller PLAC shall own all of the shares of Professional's common stock issued and outstanding on the Closing Date free and clear of any Liens. (i) PLAC shall have executed delivered the audited Year End GAAP Financial Statements to Buyer and delivered an affidavitsuch financial statements shall conform in all material respects to and shall reflect no material adjustments from the unaudited financial statements provided to Buyer for the same period, except for nonconformities or adjustments which have a positive effect on such financial statements. (j) Buyer shall have completed the environmental assessments referenced in a form Section 6.20 and either (i) such environmental assessments shall be to Buyer's reasonable satisfaction or (ii) PLAC shall have cured any objectionable condition reflected in any such environmental assessments to Buyer's reasonable satisfaction. (k) Professional and the Identified Agents shall have entered into the New Distribution Agreements on terms reasonably satisfactory to Buyer, stating, under penalties of perjury, Seller's United States taxpayer identification number and that Seller is not a foreign person within subject to the meaning provisions of Section 1445 6.22; provided, however, that Buyer shall not be entitled to exercise this closing condition with respect to any New Distribution Agreement based on the respective Identified Agent's refusal to agree to (i) an alteration or modification of the Code;territory currently granted to the Identified Agent, (ii) a change in the current exclusive/ nonexclusive status of the Identified Agent or (iii) a change in the current employee/ independent contractor status of the Identified Agent. (el) There Each of the obligations of Parent required to be performed by it at or prior to the Closing pursuant to the Agreement of even date herewith between Parent and Buyer (the "Parent Agreement") shall have occurred no Material Adverse Effect been performed or complied with in all material respects and the representations and warranties of Parent under the Parent Agreement shall be true and correct in all material respects as of the date of the Parent Agreement and as of the Closing as though made at and as of the Closing (whether except as to any representation or not covered warranty that specifically relates to an earlier date) and Buyer shall have received a certificate to that effect signed by insurancea senior officer of Parent. (m) in the Assets or business of Seller relating No later than January 15, 1999, PLAC shall have caused Professional to deliver to Buyer current claims, premium and reserve experience and related information with respect to the Assets since [Jan 30, 2009]; (fitems listed in Section 3.16(f) Any and all amendments or supplements to of the Disclosure Schedules Schedule and no later than January 31, 1999, Buyer shall be acceptable in form have determined that such experience and substance related information is satisfactory to Buyer, Buyer in its absolute sole discretion; and (g) Sellers shall provide an agreement,.

Conditions to the Obligations of Buyer under this Agreement. The obligations obligation of Buyer under this Agreement to consummate the acquisition of the Shares and the Marketing One Assets (the "Acquisition") shall be further subject to the satisfaction, at or prior to the Closing, of the following conditions: (a) each All authorizations, consents and approvals of third parties and Governmental Authorities specified in Section 6.1(a) of the Disclosure Schedule shall have been obtained and shall be in full force and effect; (b) Any waiting period applicable to the consummation of the Acquisition under the HSR Act shall have expired or been terminated; (c) No injunction, restraining order or other ruling or order issued by any Governmental Authority or other legal restraint or prohibition preventing the consummation of the Acquisition shall be in effect; (i) Each of the obligations of Seller Sellers required to be performed by Seller it at or prior to the Closing pursuant to this Agreement shall have been duly performed and complied with in all material respects; , (bii) the representations and warranties of Seller Sellers contained in this Agreement which are not qualified with respect to materiality shall be true Sections 3.4 and correct, and the representations and warranties of Seller which are qualified with respect to materiality 3.7 shall be true and correct as of the date of this Agreement and as of the Closing as though made at and as of the Closing, (iii) all of Sellers' representations and warranties contained in all material respects, this Agreement other than in each case Sections 3.4 and 3.7 shall be true and correct as of the date of this Agreement and as of the Closing as though made at and as of the Closing (except as to any representation or warranty which specifically relates to an earlier date) in each case without giving effect to any materiality or Material Adverse Effect qualifications or materiality or Material Adverse Effect exceptions; provided, which however that the condition in this clause (iii) shall be true deemed satisfied if any inaccuracies in any such representations and correct as of such earlier date); (c) any and all permitswarranties would not, consentsindividually or in the aggregate, waivershave or reasonably be expected to have, clearances, approvals and authorizations of all third parties and Governmental Authorities which are necessary in connection with the consummation of the transactions contemplated hereby shall have been obtained, other than items which, if not obtained, would not have a Material Adverse Effect; , and (div) Seller Buyer shall have executed and delivered an affidavit, in received a form reasonably satisfactory certificate to Buyer, stating, under penalties the foregoing effect signed by a senior officer of perjury, each Seller's United States taxpayer identification number and that Seller is not a foreign person within the meaning of Section 1445 of the Code; (e) There Buyer shall have occurred received an opinion of Weil, Gotshal & Mangxx XXX or Scotx X. Xxxxxxxxx, Xxq., General Counsel of PennCorp Financial Group, Inc., in form reasonably acceptable to Buyer, with respect to matters customary for transactions similar to the Acquisition; and (f) Since December 31, 1998, no Material Adverse Effect (whether or not covered by insurance) in the Assets or business of Seller relating to the Assets since [Jan 30, 2009]; (f) Any and all amendments or supplements to the Disclosure Schedules shall be acceptable in form and substance to Buyer, in its absolute discretion; and (g) Sellers shall provide an agreement,have occurred.

Conditions to the Obligations of Buyer under this Agreement. The obligations of Buyer under this Agreement shall be further subject to the satisfactionsatisfaction or waiver, at or prior to the Closing, of the following conditions: (a) each Each of the obligations of Seller required to be performed by Seller it at or prior to the Closing pursuant to this Agreement shall have been duly performed and complied with in all material respects; (b) with, and the representations and warranties of Seller contained in this Agreement which are not qualified with respect to materiality shall be true and correct, and the representations and warranties of Seller which are qualified with respect to materiality shall be true and correct in all material respects, in each case as of the date of this Agreement and as of the Closing as though made at and as of the Closing (except as to any representation or warranty which specifically relates to an earlier date), which and Buyer shall be true and correct as of such earlier date)have received a certificate to that effect signed by Seller; (cb) No injunction, restraining order or other ruling or order issued by any and all permits, consents, waivers, clearances, approvals and authorizations court of all third parties and competent jurisdiction or Governmental Authorities which are necessary in connection with Authority or other legal restraint or prohibition preventing the consummation of the transactions contemplated hereby shall be in effect; (c) Seller shall have been obtained, other than items which, if not obtained, would not have provided to Buyer a Material Adverse Effectcomplete original set of the books and records of the Company and the original copies of the LM6000 Contract and the Assignment; (d) All the consents, approvals and releases required under this Agreement shall have been obtained (including the release of all Liens other than Permitted Liens encumbering any of the Company’s assets or any Liens encumbering the Interests including but not limited to the Lien listed on Schedule 3.12), and all payments required by Schedules 3.3 and 3.17 shall have been made and Seller shall have executed and delivered an affidavit, in a form reasonably provided evidence satisfactory to BuyerBuyer in its sole discretion of such consents, statingapprovals, under penalties of perjury, Seller's United States taxpayer identification number releases and that Seller is not a foreign person within the meaning of Section 1445 of the Codepayments; (e) There The Gas Turbine and the significant components thereof shall not have occurred no Material Adverse Effect (whether been destroyed or not covered by insurance) in the Assets or business of Seller relating to the Assets since [Jan 30, 2009]suffered any material damage; (f) Any Buyer shall have been provided with copies of the seller’s permits for the states of California and all amendments Texas and copies of the resale or supplements to exemption certificates issued under the Disclosure Schedules permits and such permits and certificates shall be acceptable in form full force and substance to Buyer, in its absolute discretioneffect; and (g) Sellers Buyer shall provide have received an agreement,opinion substantially in the form of Exhibit E hereto from counsel to Seller.

Conditions to the Obligations of Buyer under this Agreement. The obligations obligation of Buyer under this Agreement to consummate the acquisition of the Shares (the "Acquisition") shall be further subject to the satisfaction, at or prior to the Closing, of the following conditions: (a) each All authorizations, consents and approvals contemplated by Sections 3.6 and 4.4 shall have been obtained and shall be in full force and effect; (b) Any waiting period applicable to the consummation of the Acquisition under the HSR Act shall have expired or been terminated; (c) No injunction, restraining order or other ruling or order issued by any Governmental Authority or other legal restraint or prohibition preventing the consummation of the Acquisition shall be in effect; (d) All debts and obligations set forth in Section 3.23 of the Disclosure Schedule (or required to be so set forth) shall be have been satisfied by PennCorp, which shall be satisfied from the Purchase Price to be received from Buyer; (e) PennCorp's payment obligations described in the proviso to Section 5.8(a) shall have been satisfied, which shall be satisfied from the Purchase Price to be received from Buyer; and (f) Each of the obligations of Seller PennCorp required to be performed by Seller it at or prior to the Closing pursuant to this Agreement shall have been duly performed and complied with in all material respects; (b) the representations and warranties of Seller contained in this Agreement which are not qualified with respect to materiality shall be true and correct, and the representations and warranties of Seller which are qualified with respect to materiality PennCorp contained in this Agreement shall be true and correct, except where the failure to be true and correct in all material respectswould not reasonably be expected to have a Material Adverse Effect, in each case as of the date of this Agreement and as of the Closing as though made at and as of the Closing (except as to any representation or warranty which specifically relates to an earlier date, which shall be true and correct as of such earlier date); (c) any and all permits, consents, waivers, clearances, approvals and authorizations of all third parties and Governmental Authorities which are necessary in connection with the consummation of the transactions contemplated hereby shall have been obtained, other than items which, if not obtained, would not have a Material Adverse Effect; (d) Seller shall have executed and delivered an affidavit, in a form reasonably satisfactory to Buyer, stating, under penalties of perjury, Seller's United States taxpayer identification number and that Seller is not a foreign person within the meaning of Section 1445 of the Code; (e) There shall have occurred no Material Adverse Effect (whether or not covered by insurance) in the Assets or business of Seller relating to the Assets since [Jan 30, 2009]; (f) Any and all amendments or supplements to the Disclosure Schedules shall be acceptable in form and substance to Buyer, in its absolute discretion; and (g) Sellers shall provide an agreement,of