Conditions to Closing. Each Purchaser’s obligation to purchase and pay for the Notes to be sold to such Purchaser at the Closing is subject to the fulfillment to such Purchaser’s satisfaction, prior to or at the Closing, of the following conditions:
Conditions to Closing. The obligation of the Seller to sell the Mortgage Loans shall be subject to the Seller having received the consideration for the Mortgage Loans as contemplated by Section 1 of this Agreement. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
Conditions to Closing. (a) The obligations of the Purchaser under this Agreement will be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
Conditions to Closing. The obligations of the Purchaser to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:
Conditions to Closing. 8 3.1 Conditions to Seller's Obligations......................................8 3.2 Conditions to Buyer's Obligation.......................................10
Conditions to Closing. The obligations of each Party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions:
Conditions to Closing. Section 9.01. Conditions to Obligations of Each Party 174 Section 9.02. Conditions to Obligations of the Seller 175 Section 9.03. Conditions to Obligations of the Acquiror 175 TABLE OF CONTENTS (Continued) ARTICLE X TERMINATION Section 10.01. Termination 176 Section 10.02. Notice of Termination 177 Section 10.03. Termination Upon Bankruptcy or Insolvency Proceedings 177 Section 10.04. Effect of Termination 178 ARTICLE XI INDEMNIFICATION Section 11.01. Survival 178 Section 11.02. Indemnification by the Seller 178 Section 11.03. Indemnification by the Acquiror 183 Section 11.04. Notification of Claims 183 Section 11.05. Payment 185 Section 11.06. Exclusive Remedies 190 Section 11.07. Additional Indemnification Provisions 190 Section 11.08. Mitigation 192 ARTICLE XII GENERAL PROVISIONS Section 12.01. Expenses 192 Section 12.02. Notices 192 Section 12.03. Public Announcements 193 Section 12.04. Severability 193 Section 12.05. Entire Agreement 194 Section 12.06. Assignment 194 Section 12.07. No Third Party Beneficiaries 194 Section 12.08. Amendment; Waiver 194 Section 12.09. Disclosure Letters 194 Section 12.10. Governing Law; Waiver of Jury Trial 195 Section 12.11. Rules of Construction 196 Section 12.12. Specific Performance 197 Section 12.13. Counterparts 197 vi Exhibits Exhibit A Definitions Exhibit B Form of Transition Services Agreement Exhibit C Form of Investor Rights Agreement Exhibit D Form of Stock Purchase Contract Agreement Exhibit D-1 Initial Scheduled Stock Purchase Dates Exhibit D-2 Series C Make-Whole Table, Series D and Series E Make-Whole Table Exhibit D-2A Raw Make-Whole Table Legend Exhibit D-3 Maturity, and Certain Other Terms, of each series of Debt Securities Exhibit E Form of Special Asset Protection Agreement Exhibit F Form of Indemnification Collateral Account Security and Control Agreement Exhibit G Form of Hold Harmless Agreement Exhibit H Form of Opinion of Xxxxx & XxXxxxx LLP Exhibit I Methodology for the Calculation of Risk-Based Capital and Total Adjusted Capital Exhibit J Form of Opinion of Xxxxxxxx & Xxxxxxxx LLP Exhibit K Form of Pledge Agreement Exhibit L Form of Equity Unit Preferred Stock Certificate of Designations Exhibit M Agreed Procedures for Calculation of After-Tax Operating Earnings Exhibit N Form of Interim Preferred Stock Certificate of Designations Schedules Schedule I List of Transferred Subsidiaries Schedule 2.07(a)(iii) Actual Income Statement Worksheet Schedule 6.11A List of Certain Countries Schedule 6.11B ...
Conditions to Closing. The obligation of each Lender to make the initial Loans on the Closing Date shall be subject to the receipt by Agent of each agreement, document and instrument set forth on the closing checklist prepared by Agent or its counsel, each in form and substance satisfactory to Agent, and such other closing deliverables reasonably requested by Agent and Lenders, and to the satisfaction of the following conditions precedent, each to the satisfaction of Agent and Lenders and their respective counsel in their sole discretion:
Conditions to Closing. The several obligations of the Underwriters hereunder are subject to the following conditions:
Conditions to Closing. The Closing is conditioned upon the fulfillment by the Seller of the satisfaction of the representations and warranties made herein being true and correct in all material respects as of the date of Closing.
