TSLIC definition
Examples of TSLIC in a sentence
From time to time prior to the Closing, the Buyer and the Seller will deliver to the other supplemental information concerning events subsequent to the date hereof for inclusion in any Exhibit required to be delivered by the Buyer, by the Seller, or TSLIC hereunder, in order that any statement, representation, or warranty made in this Agreement, or in any such Exhibit, shall continue to be true, complete, and correct in all respects.
TSLIC has good, valid, absolute and marketable title to all of its properties and assets, real, personal, and mixed, tangible and intangible, held in each case subject to no lease, mortgage, pledge, lien, charge, security interest, encumbrance, or restriction whatsoever, except as set forth in the Financial Statements attached hereto as Exhibit "2".
The Seller will deliver to the Buyer on or before March 1, 2000, the Statutory Annual Financial Statement of TSLIC as of December 31, 1999, as filed with the Department, and when delivered by Seller to Buyer, such Annual Statement shall replace the Financial Statements contained in Exhibit 2 for all purposes in this Agreement.
The closing of this transaction shall be specifically contingent upon the Buyer receiving approval by the Texas Department of Insurance ("Department") of Buyer's Form A Acquisition Statement application ("Form A") to acquire TSLIC.
TSLIC has (i) no outstanding contracts that are not cancelable by it on notice not more than (30) days and without liability, penalty, or premium, except those identified in Exhibit "6" or other Exhibits attached hereto, (ii) no collective bargaining agreements, nor (iii) any agreements that contain any severance or termination pay liability or obligations.
The Buyer is acquiring the Shares of TSLIC for its own account and for investment and not with a view to any resale, distribution, subdivisions, or fractionalization thereof, within the meaning of the Securities Act of 1933, as amended.
That Buyer shall have satisfied itself of financial condition of TSLIC which is accurately reflected in the Financial Statement attached as Exhibit "2", and shall be satisfied that there has been no material change in the financial condition of TSLIC as reflected in the Exhibit "2" through the Closing.
From the date of this Agreement ------------------------------ through the Closing Date (or the termination of this Agreement), Sellers shall cause FSIC and TSLIC to file all Statutory Financial Statements with the Commissioners in a timely manner and to provide copies of such Statutory Financial Statements to Purchaser within five (5) business days after filing.
Buyer shall have from date of execution of this Agreement until March 15, 2000 (the "Inspection Period") in which to examine all of the books, records, and documents of TSLIC together with all Exhibits as set forth in this Agreement, which are to be provided by Seller to Buyer for Buyer's review, in which to satisfy itself as to the condition of TSLIC.
At the time of Closing, there will be no outstanding options, warrants, or rights to purchase or acquire any of the stock of TSLIC, other than to Buyer.