Risk of Non. Occurrence of the Effective Date There can be no assurance that the Effective Date will occur. Events that may delay or prevent the Effective Date (among other things) include appeals of the Approval Order and failure of any other conditions to the Effective Date in Section 5.2 of the Plan, including, but not limited to, procurement of (a) an opinion from AAC’s tax advisors regarding satisfactory tax treatment of various aspects of the Transaction, (b) a private letter ruling from the Internal Revenue Service in form and substance reasonably satisfactory to the Rehabilitator, AAC, and AFG, and (c) other closing conditions described within the RESA. Circumstances may arise that are outside the control of the Rehabilitator and that may prevent one or more required conditions from occurring, which would prevent the Effective Date from occurring. Importantly, the Plan envisages the concurrent consummation of the Exchange Offers. The consummation of the Exchange Offers is a closing condition to the effectiveness of the Plan, and the concurrent effectiveness of the Plan is a closing condition to the consummation of the Exchange Offers. Accordingly, if one does not occur, then the other will not unless the closing condition is waived. The failure to consummate the Rehabilitation Exit Transactions due to the foregoing events or circumstances or other reasons may cause the Rehabilitator to pursue a different plan to conclude the Proceedings or to abandon the pursuit of a near-term resolution of such proceedings. Either alternative would have uncertain consequences for AAC and for holders of its securities or securities insured by AAC or the Segregated Account.
Risk of Non compliance with privacy regulation
