Common use of CONDITIONS PRECEDENT TO OBLIGATIONS OF THE BUYER Clause in Contracts

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE BUYER. The obligation of the Buyer to consummate the transactions contemplated by this Agreement on the Closing Date is subject to the satisfaction or waiver at or prior to the Closing of the following conditions precedent: (a) the representations and warranties of Seller contained in Article III and Article IV shall be true and correct at and as of the Closing Date with the same force and effect as if those representations and warranties had been made at and as of such time (after taking into account all disclosures by Seller set forth in the Updated Schedules delivered to the Buyer pursuant to Section 6.9 hereof, so long as such disclosures (individually or in the aggregate) do not have a Material Adverse Effect on Midland and the Subsidiaries), except for (i) changes permitted or contemplated by this Agreement and (ii) changes occurring in the ordinary course of business since the date of execution of this Agreement; (b) there shall have been obtained and delivered to Buyer the Required Consents and there shall have been made all registrations and filings under all laws, statutes, rules, regulations, judgments, orders and injunctions to which Midland or a Subsidiary is a party or by which they or any of their properties are bound or subject, in each case that are required to permit the consummation of the transactions contemplated by this Agreement without contravention, violation or breach by Midland or a Subsidiary of any of the terms thereof, except where the failure to obtain or make any such consent, approval, waiver, authorization, notice, registration or filing would not have a Material Adverse Effect on Midland and its Subsidiaries following the Closing; (c) each of Seller and Midland shall have performed, in all material respects, all obligations and complied with all covenants contained herein that are necessary to be performed or complied with by it at or before Closing; (d) the Buyer shall have received certificates from authorized officers of Seller certifying the satisfaction of the conditions set forth in Section 8.2 (a) and (c); (e) the Buyer shall have received the resignations (effective as of the Closing Date) of H. ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, and S. Zain Mirza as directors of Midland and the Subsidiaries, as applicable; (f) the Buyer shall have received all of the organizational documents and minute books of Midland and the Subsidiaries, including all stock registers or membership interest records, corporate seals and related materials; (g) all actions, corporate or other, to be taken by Seller in connection with the transactions contemplated by this Agreement, and all documents incident thereto, shall be reasonably satisfactory in form and substance to the Buyer and the Buyer's counsel; (h) Buyer shall have received an opinion from Seller's counsel substantially in the form attached hereto as Exhibit C. In rendering such opinion, Seller's counsel may rely upon the certificates of officers of Seller and Midland as to factual matters, provided the extent of such reliance is stated in such opinion and is reasonably acceptable to Buyer. Notwithstanding the failure of any one or more of the foregoing conditions, the Buyer may proceed with the Closing without satisfaction, in whole or in part, of any one or more of such conditions and without written waiver. To the extent that the Buyer proceeds with the Closing, the Buyer shall be deemed to have waived for all purposes any rights or remedies it may have against the Seller or Midland by reason of the failure of any such conditions.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE BUYER. 9.1 The obligation obligations of the Buyer to consummate complete the transactions provided for herein shall be, at its election, subject to the performance by the Sellers of the following conditions, unless waived by the Buyer in writing: (a) All representations and warranties of Sellers contained in this Agreement shall be true and correct in all material respects as of the date hereof (in each case, as such representations and warranties would read as if all qualifications as to materiality were deleted therefrom) and, except as they may be affected by the transactions contemplated by this Agreement on the Closing Date is subject to the satisfaction or waiver at or prior to the Closing of the following conditions precedent: (a) the representations and warranties of Seller contained in Article III and Article IV shall be true and correct at and Agreement, as of the Closing Date with the same force and effect as if those representations and warranties had been made at on and as of such time (after taking into account all disclosures by Seller set forth in the Updated Schedules delivered to the Buyer pursuant to Section 6.9 hereof, so long as such disclosures (individually or in the aggregate) do not have a Material Adverse Effect on Midland and the Subsidiaries), except for (i) changes permitted or contemplated by this Agreement and (ii) changes occurring in the ordinary course of business since the date of execution of this AgreementClosing Date; (b) there Sellers shall have been obtained and delivered to the Buyer on the Required Consents and there shall have been made all registrations and filings under all lawsClosing Date a certificate of the Sellers, statutes, rules, regulations, judgments, orders and injunctions to which Midland or a Subsidiary is a party or executed by which they or any the President of their properties are bound or subjecteach Seller, in each case that are required form and substance reasonably satisfactory to permit the consummation of the transactions contemplated by this Agreement without contravention, violation or breach by Midland or a Subsidiary of any of the terms thereof, except where the failure to obtain or make any such consent, approval, waiver, authorization, notice, registration or filing would not have a Material Adverse Effect on Midland Buyer and its Subsidiaries following the Closing; (c) each of Seller and Midland shall have performed, in all material respects, all obligations and complied with all covenants contained herein that are necessary to be performed or complied with by it at or before Closing; (d) the Buyer shall have received certificates from authorized officers of Seller certifying the satisfaction of the conditions set forth in Section 8.2 (a) and (c); (e) the Buyer shall have received the resignations (effective dated as of the Closing Date) , to the effect that the representations and warranties of H. ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Sellers contained in this Agreement are true and S. Zain Mirza correct in all material respects at and as directors of Midland and the Subsidiaries, as applicable; (f) the Buyer shall have received all of the organizational documents and minute books of Midland and the SubsidiariesClosing Date, including all stock registers or membership interest records, corporate seals and related materials; (g) all actions, corporate or other, to except as they may be taken affected by Seller in connection with the transactions contemplated by this Agreement, that each of the conditions to Closing in this Section 9 have been met, and all documents incident thereto, shall be reasonably satisfactory in form and substance as to such other matters as the Buyer and the Buyer's counselshall reasonably request; (hc) Buyer The Board of Directors of Sellers shall have received an opinion from Seller's counsel substantially determined that the Reorganization is in the form attached hereto best interests of the Sellers and, based upon such determination, shall have approved this Agreement and the transactions contemplated hereby; (d) The majority voting shareholders of each Seller (in such number of shareholders and with such voting power as Exhibit C. In rendering is required and necessary to approve such opinion, Seller's counsel may rely upon agreements under the certificates organizational documents of officers of each Seller and Midland as applicable state law) shall have approved the transactions contemplated by this Agreement, including, but not limited to factual mattersthe Reorganization, provided each applicable Plan of Liquidation and the extent of such reliance is stated in such opinion and is reasonably acceptable to Buyer. Notwithstanding the failure of any one or more Transactions; and (e) The purchase of the foregoing conditions, the Assets to be acquired by Buyer may proceed with the Closing without satisfaction, in whole hereunder shall not be prohibited by any applicable law or in part, of any one or more of such conditions and without written waiver. To the extent that the Buyer proceeds with the Closing, the Buyer shall be deemed to have waived for all purposes any rights or remedies it may have against the Seller or Midland by reason of the failure of any such conditionsgovernmental regulation.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE BUYER. The obligation of the Buyer to consummate purchase the transactions contemplated by this Agreement on the Closing Date Stock is subject to the satisfaction or waiver at or prior to the Closing of the following conditions precedentconditioned upon: (a) the truth and accuracy in all respects of the representations and warranties of Seller contained the Sellers set forth in Article III and Article IV shall be true and correct at and Section 3 as of the dates and for the periods to which they relate, and at the Closing Date with as though made on the same force and effect as if those representations and warranties had been made at and as of such time (after taking into account all disclosures by Seller set forth in the Updated Schedules delivered to the Buyer pursuant to Section 6.9 hereof, so long as such disclosures (individually or in the aggregate) do not have a Material Adverse Effect on Midland and the Subsidiaries), except for (i) changes permitted or contemplated by this Agreement and (ii) changes occurring in the ordinary course of business since the date of execution of this AgreementClosing Date; (b) there the board of directors of the Company on or prior to the Closing Date, either adopting an amendment (the “Amendment”) to the Company’s Rights Agreement dated March 20, 1996 (the “Rights Agreement”), reasonably satisfactory to Buyer, with the effect that the Buyer shall have been obtained not be deemed to be an Acquiring Person (as defined in the Rights Agreement), the Separation Date (as defined in the Rights Agreement) shall not be deemed to occur, and delivered to Buyer the Required Consents and there shall have been made all registrations and filings under all lawsRights (as defined in the Rights Agreement) will not separate from the common stock of the Company, statutes, rules, regulations, judgments, orders and injunctions to which Midland as a result of entering into this Agreement or a Subsidiary is a party or by which they or any of their properties are bound or subject, in each case that are required to permit the consummation of consummating the transactions contemplated hereby, or, if the Company is unable to adopt the Amendment, the Company shall have redeemed the Rights (as defined in the Rights Agreement) as provided in the Rights Agreement; provided, however, that if the Company redeems the rights and thereafter adopts a new rights agreement, such new rights agreement be reasonably satisfactory to the Buyer and will specifically exclude acquisitions by this Agreement without contraventionthe Buyer as triggering any anti-takeover effects under such Agreement, violation or breach by Midland or a Subsidiary of any of the terms thereof, except where the failure including effects similar to obtain or make any such consent, approval, waiver, authorization, notice, registration or filing would not have a Material Adverse Effect on Midland and its Subsidiaries following the Closingthose described above; (c) each approval by the Company’s board of Seller directors on or prior to the Closing Date of the Buyer’s acquisition of the Stock from the Sellers so that the Buyer is not subject to the restrictions to Section 18 or Section 19 of Chapter 43 of the Indiana Business Corporation Law, as the same may be amended, which approval acknowledges the Buyer’s intention to seek full voting rights for the Stock at the Company’s next annual meeting pursuant to Section 6 of Chapter 42 of the Indiana Business Corporation Law, as the same may be amended, and Midland shall have performedindicates that, in all material respectsto the extent permitted by its fiduciary duties, all obligations and complied with all covenants contained herein that are necessary the board will support such proposal on the Company’s corresponding proxy statement to be performed or complied with by it at or before Closingits shareholders (the “Approval”); (d) the Buyer shall have received certificates receiving, on or prior to the Closing Date, an opinion of counsel reasonably satisfactory to the Buyer stating that the sale to the Buyer is exempt from authorized officers of Seller certifying the satisfaction registration and prospectus delivery requirements of the conditions set forth in Section 8.2 (a) and (c)Securities Act of 1933; (e) the Buyer shall have received having entered into a Registration Rights Agreement with the resignations (effective as Company in the form of the Closing Date) of H. ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, and S. Zain Mirza as directors of Midland and the Subsidiaries, as applicable;Exhibit B hereto; and (f) the Buyer shall have received performance on or prior to the Closing Date by each Seller of all of the organizational documents other obligations and minute books of Midland and the Subsidiaries, including all stock registers or membership interest records, corporate seals and related materials; (g) all actions, corporate or other, covenants required to be taken performed or to be complied with by each Seller in connection with the transactions contemplated by under this Agreement, and all documents incident thereto, shall be reasonably satisfactory in form and substance to the Buyer and the Buyer's counsel; (h) Buyer shall have received an opinion from Seller's counsel substantially in the form attached hereto as Exhibit C. In rendering such opinion, Seller's counsel may rely upon the certificates of officers of Seller and Midland as to factual matters, provided the extent of such reliance is stated in such opinion and is reasonably acceptable to Buyer. Notwithstanding the failure of any one or more of the foregoing conditions, the Buyer may proceed with the Closing without satisfaction, in whole or in part, of any one or more of such conditions and without written waiver. To the extent that the Buyer proceeds with the Closing, the Buyer shall be deemed to have waived for all purposes any rights or remedies it may have against the Seller or Midland by reason of the failure of any such conditions.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE BUYER. The obligation obligations of the Buyer to consummate the transactions contemplated by this Agreement on the Closing Date is shall be subject to the satisfaction fulfillment or waiver the Buyer’s waiver, at or prior to (and continuing at) the Closing Closing, of each of the following conditions precedentconditions: (a) no Effect shall have occurred since the representations and warranties date of Seller contained in Article III and Article IV this Agreement that has had a Material Adverse Effect that is continuing as of immediately prior to the Closing; (b) the Fundamental Representations shall be true and correct at in all material respects as of the date hereof and as of the Closing Date with the same force and effect as if those representations and warranties had been though made at and as of such time date (after taking into account except those representations and warranties that address matters only as of a specified date, which shall be true and correct in all disclosures by Seller set forth in the Updated Schedules delivered to the Buyer pursuant to Section 6.9 hereof, so long respects as such disclosures (individually or in the aggregate) do not have a Material Adverse Effect on Midland and the Subsidiariesof that specified date), except for (i) changes permitted or contemplated by this Agreement and (ii) changes occurring in the ordinary course of business since the date of execution of this Agreement; (b) there shall have been obtained and delivered to Buyer the Required Consents and there shall have been made all registrations and filings under all laws, statutes, rules, regulations, judgments, orders and injunctions to which Midland or a Subsidiary is a party or by which they or any of their properties are bound or subject, in each case that are required to permit the consummation of the transactions contemplated by this Agreement without contravention, violation or breach by Midland or a Subsidiary of any of the terms thereof, except where the failure to obtain or make any such consent, approval, waiver, authorization, notice, registration or filing would not have a Material Adverse Effect on Midland and its Subsidiaries following the Closing; (c) each of the Seller and Midland the Company shall have performed, duly performed and complied in all material respects, all obligations and complied respects with all agreements, covenants contained herein that are necessary and conditions required by this Agreement to be performed or complied with by it at prior to or before Closingon the Closing Date; (d) the Buyer shall have received certificates from a certificate, dated the Closing Date and signed by a duly authorized officers officer of Seller certifying the satisfaction Seller, that each of the conditions set forth in Section 8.2 (a7.02(a), Section 7.02(b) and (c)Section 7.02(c) have been satisfied; (e) the Seller has delivered to Buyer shall have received the resignations (effective as Transition Services Agreement, duly executed by the Seller and one or more of the Closing Date) of H. ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, and S. Zain Mirza as directors of Midland and the Subsidiaries, as applicableits Affiliates; (f) the Seller has delivered to Buyer shall have received all of the organizational documents and minute books of Midland and the SubsidiariesStockholder Agreement, including all stock registers or membership interest records, corporate seals and related materialsduly executed by Parent; (g) all actions, corporate or other, the Seller has delivered to be taken by Seller in connection with Buyer the transactions contemplated by this Non-Competition and Non-Solicitation Agreement, duly executed by the Seller and all documents incident thereto, shall be reasonably satisfactory in form and substance to the Buyer and the Buyer's counselParent; (h) Buyer the X1 Sale shall have received an opinion from Seller's counsel substantially been consummated immediately prior to the Closing; and (i) (i) the individual set forth on Schedule 7.02(i)(A) and the individual set forth Schedule 7.02(i)(B) (or, in the form attached hereto each case, such Person’s replacement in his or her position so long as Exhibit C. In rendering such opinionreplacement has been approved by Buyer (such approval not to be unreasonably withheld, Seller's counsel may rely upon the certificates conditioned or delayed)), (ii) at least six (6) of officers of Seller eight (8) Required Employees (or each such Person’s replacement in his or her position(s) so long as such replacement has been approved by Buyer (such approval not to be unreasonably withheld, conditioned or delayed)) and Midland as to factual matters, provided the extent of such reliance is stated in such opinion and is reasonably acceptable to Buyer. Notwithstanding the failure of any one or more (iii) eighty (80%) percent of the foregoing conditionssum of Business Employees and the other employees (in calculating such eighty (80%) percent, the Buyer may proceed with numerator shall include any such employee’s replacement in his or her position(s) and any individuals the services of whom are made available to the Company and its Affiliates following the Closing without satisfactionpursuant to Section 2.06(b), in whole the Transition Services Agreement or in part, of any one or more of such conditions and without written waiver. To the extent that similar agreement to which the Buyer proceeds with the Closing(or its designated Affiliate(s)), the Company (or its designated Affiliate(s)) and the Seller (or its designated Affiliate(s)) are a party) of the Company or a Company Subsidiary employed as of the date hereof shall remain employed or engaged by the Company or a Company Subsidiary (or, at the Buyer’s direction, a Buyer designee). For the avoidance of doubt, this condition shall be deemed satisfied as of the Closing with respect to have waived for all purposes any rights the individual set forth on Schedule 7.02(i)(B) and clause (iv) if the services of such individuals are made available to the Company and its Affiliates following the Closing pursuant to Section 2.06(b), the Transition Services Agreement or remedies it may have against similar agreement to which the Buyer (or its designated Affiliate(s)), the Company (or its designated Affiliate(s)) and the Seller (or Midland by reason of the failure of any such conditionsits designated Affiliate(s)) are a party.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE BUYER. The obligation obligations of the Buyer to consummate the transactions contemplated by this Agreement on the Closing Date is are subject to the satisfaction or waiver at or prior to the Closing of the following conditions precedent: (a) each of the representations and warranties of Seller contained Genworth set forth in Article III and Article IV this Agreement shall be true and correct at as of the date of this Agreement and as of the Closing Date with as though made on and as of the same force and effect as if those Closing Date (except to the extent any such representations and warranties had been made at expressly relate to an earlier date, in which case such representation or warranty shall be true and correct as of such time (after taking into account all disclosures by Seller set forth in the Updated Schedules delivered to the Buyer pursuant to Section 6.9 hereofearlier date), so long as such disclosures (except for any inaccuracy or breach that, individually or in the aggregate) do aggregate (without giving effect to any limitation as to materiality or Material Adverse Effect contained therein), would not reasonably be expected to have a Material Adverse Effect on Midland and the Subsidiaries), except for (i) changes permitted or contemplated by this Agreement and (ii) changes occurring in the ordinary course of business since the date of execution of this AgreementEffect; (b) there shall have been obtained and delivered to Buyer the Required Consents and there shall have been made all registrations and filings under all laws, statutes, rules, regulations, judgments, orders and injunctions to which Midland or a Subsidiary is a party or by which they or any of their properties are bound or subject, in each case that are required to permit the consummation of the transactions contemplated by this Agreement without contravention, violation or breach by Midland or a Subsidiary of any of the terms thereof, except where the failure to obtain or make any such consent, approval, waiver, authorization, notice, registration or filing would not have a Material Adverse Effect on Midland and its Subsidiaries following the Closing; (c) each of Seller and Midland shall have performedGenworth shall, in all material respects, have performed all obligations and complied with all covenants contained herein that are necessary (other than those required to be performed or complied with by which it at or before Closing; (d) is required to comply after the Buyer shall have received certificates from authorized officers of Seller certifying the satisfaction of the conditions set forth in Section 8.2 (a) and (cClosing Date); (e) the Buyer shall have received the resignations (effective as of the Closing Date) of H. ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, and S. Zain Mirza as directors of Midland and the Subsidiaries, as applicable; (f) the Buyer shall have received all of the organizational documents and minute books of Midland and the Subsidiaries, including all stock registers or membership interest records, corporate seals and related materials; (gc) all actionsproceedings, corporate or other, to be taken by Seller Genworth or the Stock Sale Companies in connection with the transactions contemplated by this Agreement, and all documents incident thereto, shall be reasonably satisfactory in form and substance to the Buyer and the Buyer's counsel; (hd) Genworth shall have transferred and delivered, or shall have caused to be transferred and delivered, as the case may be, to the Buyer certificates evidencing all of the Purchased Stock duly executed in blank or accompanied by stock powers duly executed in blank, in proper form for transfer, with all appropriate stock transfer tax stamps affixed; (e) Genworth shall have delivered to the Buyer the Resignations; (f) Since the date of this Agreement, there shall not have been any state of facts, event, change, effect, development, condition or occurrence (or with respect to facts, events, changes, effects, developments, conditions or occurrences existing prior to the date hereof, any worsening thereof) that, individually or in the aggregate, has had or would be reasonably likely to have a Material Adverse Effect; (g) the Buyer shall have received an opinion from Seller's counsel substantially in the form attached hereto as Exhibit C. In rendering such opinion, Seller's counsel may rely upon the certificates of officers of Seller and Midland as to factual matters, provided the extent of such reliance is stated in such opinion and is reasonably acceptable to Buyer. Notwithstanding the failure of any one or more executed copy of the foregoing conditionsGenworth Closing Certificate; and (h) Genworth shall have transferred, cloned or replaced the Buyer may proceed with Contracts set forth on Schedule 6.2 for the Closing without satisfaction, in whole or in part, of any one or more of such conditions and without written waiver. To the extent that the Buyer proceeds with the Closing, the Buyer shall be deemed to have waived for all purposes any rights or remedies it may have against the Seller or Midland by reason benefit of the failure of any such conditionsStock Sale Companies.