Common use of Conditions to the Obligations of Parent and Merger Sub Clause in Contracts

Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction of the following further conditions: (a) (i) the representations and warranties of the Company contained in the first two sentences of Section 4.05(a) and the first sentence of Section 4.05(b), in each case, shall be true in all respects (other than any de minimis inaccuracies) at and as of the Effective Time as if made at and as of such time, (ii) the representations and warranties of the Company contained in the first sentence of Section 4.01, Section 4.02, Section 4.04(i), Section 4.05(b) (only to the extent not addressed by in clause (i) of this Section 9.02(a)) and Section 4.23 shall be true in all material respects at and as of the Effective Time as if made at and as of such time (other than such representations and warranties that by their terms address matters only as of another specified time, which shall be true only as of such time), (iii) the representations and warranties of the Company contained in Section 4.10(b) shall be true in all respects at and as of the Effective Time as if made at and as of such time, and (iv) the other representations and warranties of the Company contained in Article 4 (disregarding all materiality and Company Material Adverse Effect qualifications contained therein) shall be true at and as of the Effective Time as if made at and as of such time (other than representations and warranties that by their terms address matters only as of another specified time, which shall be true only as of such time), with, in the case of this clause (iv) only, only such exceptions as have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; (b) the Company shall not have breached or failed to perform or comply with in all material respects its obligations and covenants under this Agreement contemplated to be performed or complied with prior to the Effective Time; (c) since the date of this Agreement, there shall not have occurred any event, occurrence, revelation or development of a state of circumstances or facts which, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect; (d) the Company shall have delivered to Parent a certificate signed by an executive officer of the Company dated as of the Closing Date certifying that the conditions specified in Section 9.02(a), Section 9.02(b) and Section 9.02(c) have been satisfied; (e) the Company shall have delivered to Parent the Payoff Letters; (f) each of the Money Transmission Law Approvals shall have been obtained; and (g) each consent, approval, waiver, clearance, authorization or permission of a Governmental Authority required under any applicable insurance laws shall have been made, obtained or received (or, as applicable, the waiting periods with respect thereto shall have expired or been terminated).

Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction of the following further conditions: (a) the Company shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Effective Time; (ib) the representations and warranties of the Company contained in the first two sentences of Section 4.05(athis Agreement (i) and the first sentence of Section 4.05(b), in each case, that are qualified as to Material Adverse Effect shall be true in all respects (other than any de minimis inaccuracies) at and correct as of the Effective Time as if made at Closing Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case as of such timeearlier date), and (ii) those not so qualified shall be true and correct as of the Closing Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case as of such earlier date), except for failures of the representations and warranties of the Company contained referred to in the first sentence of Section 4.01, Section 4.02, Section 4.04(i), Section 4.05(b) (only to the extent not addressed by in clause (i) of this Section 9.02(a)) and Section 4.23 shall be true in all material respects at and as of the Effective Time as if made at and as of such time (other than such representations and warranties that by their terms address matters only as of another specified time, which shall be true only as of such time), (iii) the representations and warranties of the Company contained in Section 4.10(b) shall be true in all respects at and as of the Effective Time as if made at and as of such time, and (iv) the other representations and warranties of the Company contained in Article 4 (disregarding all materiality and Company Material Adverse Effect qualifications contained therein) shall be true at and as of the Effective Time as if made at and as of such time (other than representations and warranties that by their terms address matters only as of another specified time, which shall be true only as of such time), with, in the case of this clause (ivii) only, only such exceptions to be true and correct as have do not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; Effect (bprovided that this Material Adverse Effect exception shall not apply to (x) the Company shall not have breached or failed to perform or comply with representations and warranties contained in all material respects its obligations the first sentence of Section 4.20, and covenants under this Agreement contemplated to be performed or complied with (y) prior to the Effective Time;distribution of the shares of common stock of Parent to the stockholders of Reliant Energy, Incorporated, the representations and warranties contained in the second sentence of Section 4.20); and (c) since the date of this Agreement, there shall not have occurred any event, occurrence, revelation or development of a state of circumstances or facts which, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect; (d) the Company Parent shall have delivered to Parent received a certificate signed on behalf of the Company by an executive officer of the Company dated as of the Closing Date certifying indicating that the conditions specified provided in Section 9.02(a), Section 9.02(bSections 6.02 (a) and Section 9.02(c(b) have been satisfied; (e) the Company shall have delivered to Parent the Payoff Letters; (f) each of the Money Transmission Law Approvals shall have been obtained; and (g) each consent, approval, waiver, clearance, authorization or permission of a Governmental Authority required under any applicable insurance laws shall have been made, obtained or received (or, as applicable, the waiting periods with respect thereto shall have expired or been terminated).

Conditions to the Obligations of Parent and Merger Sub. The respective obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction or (to the extent permitted by Law) waiver by Parent at or prior to the Effective Time of the following further conditions: (a) (i) each of the representations and warranties of the Company contained in the first two sentences of Section 4.05(a) and the first sentence of Section 4.05(b)this Agreement, in each casewithout giving effect to any materiality or “Company Material Adverse Effect” qualifications therein, shall be true in all respects (other than any de minimis inaccuracies) at and correct as of the date hereof and as of the Effective Time Closing Date as if though made at and on or as of such timedate, except for (i) any such representation and warranty expressly speaking as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date, and (ii) the representations and warranties such failures of the Company contained in the first sentence of Section 4.01, Section 4.02, Section 4.04(i), Section 4.05(b) (only to the extent not addressed by in clause (i) of this Section 9.02(a)) and Section 4.23 shall be true in all material respects at and as of the Effective Time as if made at and as of such time (other than such representations and warranties that by their terms address matters only to be true and correct (as of another specified time, which shall be true only as of such time), (iiiany date) the representations and warranties of the Company contained in Section 4.10(b) shall be true in all respects at and as of the Effective Time as if made at and as of such time, and (iv) the other representations and warranties of the Company contained in Article 4 (disregarding all materiality and Company Material Adverse Effect qualifications contained therein) shall be true at and as of the Effective Time as if made at and as of such time (other than representations and warranties that by their terms address matters only as of another specified time, which shall be true only as of such time), with, in the case of this clause (iv) only, only such exceptions as have has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectEffect as of the Effective Time with the same effect as though made as of the Effective Time; (b) the Company shall not have breached performed or failed to perform or comply with complied in all material respects its obligations with all agreements and covenants under required by this Agreement contemplated to be performed or complied with by it on or prior to the Effective Time; (c) the Company shall have delivered to Parent a certificate, dated the Effective Time and signed by its chief executive officer or another senior officer on behalf of the Company, certifying to such officer’s knowledge on behalf of the Company to the effect that the conditions set forth in Section 7.2(a) and Section 7.2(b) have been satisfied; and (d) since the date of this Agreementhereof, there shall not have occurred been any eventeffect, occurrencechange, revelation event or development of a state of circumstances or facts which, individually or in the aggregate, occurrence that has had or would reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect; (d) the Company shall have delivered to Parent a certificate signed by an executive officer of the Company dated as of the Closing Date certifying that the conditions specified in Section 9.02(a), Section 9.02(b) and Section 9.02(c) have been satisfied; (e) the Company shall have delivered to Parent the Payoff Letters; (f) each of the Money Transmission Law Approvals shall have been obtained; and (g) each consent, approval, waiver, clearance, authorization or permission of a Governmental Authority required under any applicable insurance laws shall have been made, obtained or received (or, as applicable, the waiting periods with respect thereto shall have expired or been terminated).

Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction or waiver of the following further additional conditions: (a) the Company shall have complied with and performed in all material respects all of its obligations and covenants hereunder required to be performed by it at or prior to the Effective Time; (ib) the representations and warranties of the Company contained in (i) the first two sentences of Section 4.05(a‎Section 4.01, ‎‎Section 4.02, ‎Section 4.04(a) and the first sentence of Section 4.05(b)‎Section 4.22 (disregarding all materiality, in each case, shall be true in all respects (other than any de minimis inaccuraciesCompany Material Adverse Effect or similar qualifications contained therein) at and as of the Effective Time as if made at and as of such time, (ii) the representations and warranties of the Company contained in the first sentence of Section 4.01, Section 4.02, Section 4.04(i), Section 4.05(b) (only to the extent not addressed by in clause (i) of this Section 9.02(a)) and Section 4.23 shall be true in all material respects at and as of the Effective Time as if made at and as of such time (other than such representations and warranties that by their terms address matters only as of another specified time, which shall be so true only as of such time), (iiiii) the representations and warranties of the Company contained in Section 4.10(b) shall be true in all respects at and as of the Effective Time as if made at and as of such time‎Section 4.05(a), ‎Section 4.05(d), and (iv‎Section 4.05(e) the other representations and warranties of the Company contained in Article 4 (disregarding all materiality and materiality, Company Material Adverse Effect or similar qualifications contained therein) shall be true at and as of the Effective Time as if made at and as of such time (other than representations and warranties that by their terms address matters only as of another specified time, which shall be so true only as of such time), withexcept where failure to be so true would not reasonably be expected to result in additional cost, expense or liability to the Company, Parent and their Affiliates, individually or in the aggregate, that is more than $5,000,000 and (iii) the other representations and warranties of the Company contained in this Agreement ​ ​ (disregarding all materiality, Company Material Adverse Effect or similar qualifications contained therein) shall be true in all respects at and as of the Effective Time as if made at and as of such time (other than representations and warranties that by their terms address matters only as of another specified time, which shall be so true only as of such time), with only such exceptions in the case of this clause (iviii) only, only such exceptions as have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; (b) the Company shall not have breached or failed to perform or comply with in all material respects its obligations and covenants under this Agreement contemplated to be performed or complied with prior to the Effective Time; (c) since Since the date of this Agreementhereof, there shall not have occurred any event, occurrence, revelation fact, condition, change, development or development of a state of circumstances or facts which, individually or in the aggregate, effect that has had or would reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect;; and (d) the Company Parent shall have delivered to Parent received a certificate signed by an executive officer of the Company dated as of to the Closing Date certifying effect that the conditions specified set forth in Section 9.02(athe preceding clauses ‎(a), Section 9.02(b‎(b) and Section 9.02(c‎(c) have been satisfied; (e) the Company shall have delivered to Parent the Payoff Letters; (f) each of the Money Transmission Law Approvals shall have been obtained; and (g) each consent, approval, waiver, clearance, authorization or permission of a Governmental Authority required under any applicable insurance laws shall have been made, obtained or received (or, as applicable, the waiting periods with respect thereto shall have expired or been terminated).

Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction (or, to the extent permitted by Applicable Law, waiver by Parent) of the following further conditions: (a) the Company shall have performed (or any non-performance shall have been cured), in all material respects, all of its obligations hereunder required to be performed by it prior to the Effective Time; (b) (i) the representations and warranties of the Company contained in the first two sentences of Section ‎Section 4.05(a) and the first sentence of Section 4.05(b), in each case, shall be true in all respects (other than any and correct, subject only to de minimis inaccuracies) exceptions, at and as of the Effective Time date of this Agreement and at and as of the Closing as if made at and as of the Closing (or, if such timerepresentations and warranties are given as of another specific date, at and as of such date); (ii) the representations and warranties of the Company contained in ‎Section 4.01 (other than the first third sentence of Section 4.01thereof), Section ‎Section 4.02, Section ‎Section 4.04(i), Section 4.05(b‎Section 4.06(b) (only (x) other than the last sentence thereof and (y) solely with respect to the extent not addressed by in clause (i) Major Subsidiaries of this Section 9.02(athe Company)) , ‎Section 4.27, ‎Section 4.28 and Section 4.23 ‎Section 4.29 shall be true and correct in all material respects at and as of the Effective Time date of this Agreement and at and as of the Closing as if made at and as of such time the Closing (other than or, if such representations and warranties that by their terms address matters only are given as of another specified timespecific date, which shall be true only as of such time), (iii) the representations and warranties of the Company contained in Section 4.10(b) shall be true in all respects at and as of the Effective Time as if made at and as of such time, date); and (iviii) the other representations and warranties of the Company contained in Article 4 (this Agreement, disregarding all qualifications and exceptions contained therein relating to materiality and or Company Material Adverse Effect qualifications contained therein) Effect, shall be true and correct at and as of the Effective Time date of this Agreement and at and as of the Closing as if made at and as of the Closing (or, if such time (other than representations and warranties that by their terms address matters only are given as of another specified timespecific date, which shall be true only at and as of such timedate), withexcept, in the case of this clause (iv‎(iii) only, only where the failure of such exceptions as have representations and warranties to be true and correct has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; (b) the Company shall not have breached or failed to perform or comply with in all material respects its obligations and covenants under this Agreement contemplated to be performed or complied with prior to the Effective Time; (c) since the date of this Agreement, there shall not have occurred any event, occurrencechange, revelation effect, development or development of a state of circumstances or facts which, individually or in the aggregate, occurrence that has had or would reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect; (d) both (i) the early termination or expiration of the waiting period required under the HSR Act shall have occurred and (ii) the Company Required Governmental Authorizations and the Parent Required Governmental Authorizations set forth in ‎Section 9.02(d) of the Parent Disclosure Schedule, in each case in this clause (d), with respect to the consummation of the Merger, shall have delivered been made or obtained, as applicable, and shall be in full force and effect and, in each case in this clause ‎(d), shall not impose any term or condition that would have or would reasonably be expected to have, individually or in the aggregate, a Regulatory Material Adverse Effect on Parent or the Company; and (e) Parent shall have received a certificate signed by from an executive officer of the Company dated as confirming the satisfaction of the Closing Date certifying that the conditions specified set forth in Section 9.02(aSections ‎9.02(a), Section 9.02(b‎9.02(b) and Section 9.02(c) have been satisfied; (e) the Company shall have delivered to Parent the Payoff Letters; (f) each of the Money Transmission Law Approvals shall have been obtained; and (g) each consent, approval, waiver, clearance, authorization or permission of a Governmental Authority required under any applicable insurance laws shall have been made, obtained or received (or, as applicable, the waiting periods with respect thereto shall have expired or been terminated‎9.02(c).

Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger are further subject to the satisfaction satisfaction, at or prior to the Effective Time, of each of the following further conditions: (a) (i) the representations and warranties of the Company contained in the first two sentences of Section 4.05(a) and ), the first sentence of Section 4.05(b), in each case, 4.06(b) and Section 4.10(b) shall be true in all respects (other than any de minimis inaccuracies) and correct at and as of the Effective Time as if made at and as of such time (other than any such representation and warranty that by its terms addresses matters only as of another specified time, which shall be true only as of such time), with only such exceptions in the case of Section 4.05(a) as would not reasonably be expected to have a De Minimis Effect, (ii) the representations and warranties of the Company contained in the first sentence of Section 4.01, Section 4.02, Section 4.04(i4.04, Section 4.06(b), Section 4.05(b) (only to the extent not addressed by in clause (i) of this 4.20, Section 9.02(a)) 4.21 and Section 4.23 4.22 shall be true and correct in all material respects at and as of the Effective Time as if made at and as of the Effective Time (or, if such representations and warranties are given as of another specific date, at and as of such date); and (iii) the other representations and warranties of the Company contained in this Agreement, disregarding all qualifications and exceptions contained therein relating to materiality or Company Material Adverse Effect, shall be true and correct at and as of the Effective Time as if made at and as of such time (other than any such representations and warranties warranty that by their its terms address addresses matters only as of another specified time, which shall be true and correct only as of such time), (iii) the representations and warranties of the Company contained in Section 4.10(b) shall be true in all respects at and as of the Effective Time as if made at and as of with only such time, and (iv) the other representations and warranties of the Company contained in Article 4 (disregarding all materiality and Company Material Adverse Effect qualifications contained therein) shall be true at and as of the Effective Time as if made at and as of such time (other than representations and warranties that by their terms address matters only as of another specified time, which shall be true only as of such time), with, exceptions in the case of this clause (iviii) only, only such exceptions as have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; (b) the Company shall not have breached or failed to perform or comply with performed in all material respects its obligations and covenants under this Agreement contemplated to be performed or complied with prior to the Effective Time; provided that the failure by the Company to perform its obligations set forth in Section 6.05 shall not be deemed to constitute a failure of the closing condition set forth in this Section 9.02(b); (c) since the date of this Agreement, there shall have not have occurred any event, occurrencechange, revelation effect, development or development of a state of circumstances or facts which, individually or in the aggregate, occurrence that has had or would reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect;; and (d) the Company shall have delivered to Parent a certificate signed by an executive officer of the Company dated as of the Closing Date date of the Effective Time certifying that the conditions specified in Section 9.02(a), Section 9.02(b) ), and Section 9.02(c) have been satisfied; (e) the Company shall have delivered to Parent the Payoff Letters; (f) each of the Money Transmission Law Approvals shall have been obtained; and (g) each consent, approval, waiver, clearance, authorization or permission of a Governmental Authority required under any applicable insurance laws shall have been made, obtained or received (or, as applicable, the waiting periods with respect thereto shall have expired or been terminated).

Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction (or waiver by Parent and Merger Sub) of the following further conditions: (a) (i) each of the representations and warranties of the Company contained (i) set forth in Sections 4.1(a), 4.2(a), 4.2(c), 4.3, 4.16 and 4.19 shall be true and correct in all material respects as of the first two sentences date of this Agreement and as of the Closing Date as if made on and as of the Closing Date (unless any such representation or warranty addresses matters only as of a particular date or with respect to a specific period, in which event such representation or warranty shall be so true and correct in all material respects only as of such particular date or with respect to such specific period), (ii) set forth in Section 4.05(a4.9(a) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date as if made on and as of the Closing Date and (iii) set forth in this Agreement, other than those Sections specifically identified in clauses (i) and the first sentence (ii) of this Section 4.05(b7.2(a), in each case, shall be true in all respects (other than any de minimis inaccuracies) at and correct as of the date of this Agreement and as of the Effective Time as if made at and as of Closing Date (unless any such time, (ii) the representations and warranties of the Company contained in the first sentence of Section 4.01, Section 4.02, Section 4.04(i), Section 4.05(b) (only to the extent not addressed by in clause (i) of this Section 9.02(a)) and Section 4.23 shall be true in all material respects at and as of the Effective Time as if made at and as of such time (other than such representations and warranties that by their terms address representation or warranty addresses matters only as of another specified timea particular date or with respect to a specific period, in which event such representation or warranty shall be true and correct only as of such timeparticular date or with respect to such specific period), except where the failure to be so true and correct (iii) the representations and warranties of the Company contained in Section 4.10(b) shall be true in all respects at and without giving effect to any limitation as of the Effective Time as if made at and as of such time, and (iv) the other representations and warranties of the Company contained in Article 4 (disregarding all materiality and to “materiality,” “Company Material Adverse Effect Effect” or similar qualifications contained as set forth therein) shall be true at and as of the Effective Time as if made at and as of such time (other than representations and warranties that by their terms address matters only as of another specified timewould not, which shall be true only as of such time), with, in the case of this clause (iv) only, only such exceptions as have not had and would not reasonably be expected to have, either individually or in the aggregate, a Company Material Adverse Effect; (b) the Company shall not have breached or failed to perform or comply with in all material respects its obligations and covenants under this Agreement contemplated to be performed or complied with prior to the Effective Time; (c) since the date of this Agreement, there shall not have occurred any event, occurrence, revelation or development of a state of circumstances or facts which, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect; (d) the Company shall have delivered to Parent a certificate signed by an executive officer of the Company dated as of the Closing Date certifying that the conditions specified in Section 9.02(a), Section 9.02(b) and Section 9.02(c) have been satisfied; (e) the Company shall have delivered to Parent the Payoff Letters; (f) each of the Money Transmission Law Approvals shall have been obtained; and (g) each consent, approval, waiver, clearance, authorization or permission of a Governmental Authority required under any applicable insurance laws shall have been made, obtained or received (or, as applicable, the waiting periods with respect thereto shall have expired or been terminated).

Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction (or, to the extent permitted by Applicable Law, waiver by Parent) of the following further conditions: (a) the Company shall have performed (or any non-performance shall have been cured), in all material respects, all of its obligations hereunder required to be performed by it prior to the Effective Time; (b) (i) the representations and warranties of the Company contained in the first two sentences of Section 4.05(a) and the first sentence of Section 4.05(b), in each case, shall be true in all respects (other than any and correct, subject only to de minimis inaccuracies) exceptions, at and as of the Effective Time date of this Agreement and at and as of the Closing as if made at and as of the Closing (or, if such timerepresentations and warranties are given as of another specific date, at and as of such date); (ii) the representations and warranties of the Company contained in Section 4.01 (other than the first third sentence of Section 4.01thereof), Section 4.02, Section 4.04(i), Section 4.05(b4.06(b) (only (x) other than the last sentence thereof and (y) solely with respect to the extent not addressed by in clause (i) Major Subsidiaries of this the Company), Section 9.02(a)) 4.27, Section 4.28 and Section 4.23 4.29 shall be true and correct in all material respects at and as of the Effective Time date of this Agreement and at and as of the Closing as if made at and as of such time the Closing (other than or, if such representations and warranties that by their terms address matters only are given as of another specified timespecific date, which shall be true only as of such time), (iii) the representations and warranties of the Company contained in Section 4.10(b) shall be true in all respects at and as of the Effective Time as if made at and as of such time, date); and (iviii) the other representations and warranties of the Company contained in Article 4 (this Agreement, disregarding all qualifications and exceptions contained therein relating to materiality and or Company Material Adverse Effect qualifications contained therein) Effect, shall be true and correct at and as of the Effective Time date of this Agreement and at and as of the Closing as if made at and as of the Closing (or, if such time (other than representations and warranties that by their terms address matters only are given as of another specified timespecific date, which shall be true only at and as of such timedate), withexcept, in the case of this clause (iviii) only, only where the failure of such exceptions as have representations and warranties to be true and correct has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; (b) the Company shall not have breached or failed to perform or comply with in all material respects its obligations and covenants under this Agreement contemplated to be performed or complied with prior to the Effective Time; (c) since the date of this Agreement, there shall not have occurred any event, occurrencechange, revelation effect, development or development of a state of circumstances or facts which, individually or in the aggregate, occurrence that has had or would reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect; (d) both (i) the early termination or expiration of the waiting period required under the HSR Act shall have occurred and (ii) the Company Required Governmental Authorizations and the Parent Required Governmental Authorizations set forth in Section 9.02(d) of the Parent Disclosure Schedule, in each case in this clause (d), with respect to the consummation of the Merger, shall have delivered been made or obtained, as applicable, and shall be in full force and effect and, in each case in this clause (d), shall not impose any term or condition that would have or would reasonably be expected to have, individually or in the aggregate, a Regulatory Material Adverse Effect on Parent or the Company; and (e) Parent shall have received a certificate signed by from an executive officer of the Company dated as confirming the satisfaction of the Closing Date certifying that the conditions specified set forth in Section Sections 9.02(a), Section 9.02(b) and Section 9.02(c) have been satisfied; (e) the Company shall have delivered to Parent the Payoff Letters; (f) each of the Money Transmission Law Approvals shall have been obtained; and (g) each consent, approval, waiver, clearance, authorization or permission of a Governmental Authority required under any applicable insurance laws shall have been made, obtained or received (or, as applicable, the waiting periods with respect thereto shall have expired or been terminated).

Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction or waiver (where permissible) of the following further additional conditions: (a) (i) each of the representations and warranties of the Company contained in the first two sentences of Section 4.05(a) and the first sentence of Section 4.05(b), in each case, this Agreement shall be true in all respects (other than any de minimis inaccuracies) at and correct as of the Effective Time as though made on and as of the Effective Time as if made at and as of such time, (ii) the except that those representations and warranties of the Company contained in the first sentence of Section 4.01, Section 4.02, Section 4.04(i), Section 4.05(b) (only to the extent not addressed by in clause (i) of this Section 9.02(a)) and Section 4.23 shall be true in all material respects at and as of the Effective Time as if made at and as of such time (other than such representations and warranties that by their terms which address matters only as of another specified time, which a particular date shall be remain true only and correct as of such time)date, (iii) in each case except to the representations and warranties of extent that the Company contained in Section 4.10(b) shall failure to be true in all respects at and as of the Effective Time as if made at and as of such time, and (iv) the other representations and warranties of the Company contained in Article 4 (disregarding all materiality and Company Material Adverse Effect qualifications contained therein) shall be true at and as of the Effective Time as if made at and as of such time (other than representations and warranties that by their terms address matters only as of another specified time, which shall be true only as of such time), with, in the case of this clause (iv) only, only such exceptions as have not had and correct would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; (b) the Company shall not have breached or failed to perform or comply with in all material respects its obligations and covenants under this Agreement contemplated to be performed or complied with prior to the Effective Time; (c) since the date of this Agreement, there shall not have occurred any event, occurrence, revelation or development of a state of circumstances or facts which, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect, and Parent shall have received a certificate of the Chief Executive Officer of the Company to such effect; (db) the Company shall have delivered performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time and Parent shall have received a certificate signed by an executive officer the Chief Executive Officer of the Company dated as of to the Closing Date certifying that the conditions specified in Section 9.02(a), Section 9.02(b) and Section 9.02(c) have been satisfiedforegoing effect; (ec) the Company Parent shall have delivered received, each in form and substance reasonably satisfactory to Parent the Payoff LettersParent, all authorizations, consents, orders and approvals of all Governmental Entities and officials; (f) each of the Money Transmission Law Approvals shall have been obtained; and (g) each consent, approval, waiver, clearance, authorization or permission of a Governmental Authority required under any applicable insurance laws shall have been made, obtained or received (or, as applicable, the waiting periods with respect thereto shall have expired or been terminated).

Conditions to the Obligations of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction or waiver (where permissible) at or prior to the Effective Time of the following further additional conditions: (a) (i) the representations and warranties of the Company contained in (i) Sections 4.01, 4.03, 4.18 and 4.19 shall be trued and correct in all material respects; (ii) in Section 4.02 and the first two sentences of Section 4.05(a) and the first sentence of Section 4.05(b), in each case, 4.08 shall be true and correct in all respects (other than any respects, except for de minimis inaccuracies; and (iii) at elsewhere in this Agreement shall be true and as of the Effective Time as if made at and as of such timecorrect in all respects, (ii) the representations and warranties of the Company contained in the first sentence of Section 4.01, Section 4.02, Section 4.04(i), Section 4.05(b) (only except to the extent not addressed by in clause (i) of this Section 9.02(a)) and Section 4.23 shall such failures to be true in all material respects at and as of the Effective Time as if made at and as of such time (other than such representations and warranties that by their terms address matters only as of another specified timecorrect, which shall be true only as of such time), (iii) the representations and warranties of the Company contained in Section 4.10(b) shall be true in all respects at and as of the Effective Time as if made at and as of such time, and (iv) the other representations and warranties of the Company contained in Article 4 (disregarding all materiality and Company Material Adverse Effect qualifications contained therein) shall be true at and as of the Effective Time as if made at and as of such time (other than representations and warranties that by their terms address matters only as of another specified time, which shall be true only as of such time), with, individually or in the case of this clause (iv) onlyaggregate, only such exceptions as have not had and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect, in each case of clauses (i)-(iii), (A) disregarding all “materiality” and “Company Material Adverse Effect” qualifications and (B) measured as of the date hereof and as of the Closing Date, as though made on and as of such date and time, except to the extent expressly made as of an earlier date, in which case as of such earlier date; (b) the Company shall not have breached performed or failed to perform or comply with complied in all material respects its obligations with all agreements and covenants under required by this Agreement contemplated to be performed or complied with by it on or prior to the Effective TimeClosing; (c) since no Company Material Adverse Effect of the type described in clause (a) of the definition thereof shall have arisen or occurred following the date of this Agreement, there shall not have occurred any event, occurrence, revelation or development of a state of circumstances or facts which, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect;; and (d) the Company shall have delivered to Parent a certificate signed by an executive officer of the Company certificate, dated as of the Closing Date Date, signed by a senior executive officer of the Company, certifying that as to the satisfaction of the conditions specified in Section Sections 9.02(a), Section 9.02(b) and Section 9.02(c) have been satisfied; (e) the Company shall have delivered to Parent the Payoff Letters; (f) each of the Money Transmission Law Approvals shall have been obtained; and (g) each consent, approval, waiver, clearance, authorization or permission of a Governmental Authority required under any applicable insurance laws shall have been made, obtained or received (or, as applicable, the waiting periods with respect thereto shall have expired or been terminated9.02(d).

Conditions to the Obligations of Parent and Merger Sub. The respective obligations of Parent and Merger Sub to consummate effect the Merger are subject to the satisfaction or waiver at or prior to the Effective Time of the following further conditions: (a) 6.3.1 (i) each of the representations and warranties of the Company contained set forth in the first two sentences of Section 4.05(a) Sections ‎3.1.1, ‎3.2.1, and ‎‎3.3, the first sentence of Section 4.05(b)‎3.8.2, in each case, and Section ‎3.20 above shall be true in all respects (other than any de minimis inaccuracies) at and as of the Effective Time as if made at and as of such time, (ii) the representations and warranties of the Company contained in the first sentence of Section 4.01, Section 4.02, Section 4.04(i), Section 4.05(b) (only to the extent not addressed by in clause (i) of this Section 9.02(a)) and Section 4.23 shall be true in all material respects at and as of the Effective Time as if made at and as of such time (other than such representations and warranties that by their terms address matters only as of another specified time, which shall be true only as of such time), (iii) the representations and warranties of the Company contained in Section 4.10(b) shall be true correct in all respects at and as of the Effective Time Closing Date, other than, solely with respect to Section ‎3.2.1 for de minimis inaccuracies as if made at of the date hereof and as of such time, the Closing Date; and (ivii) the other representations and warranties of the Company contained in Article 4 (3 of this Agreement, disregarding all qualifications and exceptions contained therein relating to materiality and Company or Material Adverse Effect qualifications contained therein) or any similar standard or qualification, shall be true and correct at and as of the Effective Time as if made at and as of such time Closing Date (other than representations and or warranties that by their terms address matters only as of another specified timea certain date, which shall be true only and correct as of such timedate), withexcept where the failure of such representations and warranties to be true and correct, individually or in the case of this clause (iv) onlyaggregate, only such exceptions as have not had and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse EffectEffect on the Company; 6.3.2 each of the covenants and obligations of the Company to be performed at or before the Effective Time pursuant to the terms of this Agreement shall have been duly performed in all material respects at or before the Effective Time (b) except for Section ‎5.6, which shall have been duly complied with in all respects); 6.3.3 the Company shall not have breached or failed to perform or comply with in all material respects its obligations and covenants under this Agreement contemplated to be performed or complied with prior to the Effective Time; (c) since suffered a Material Adverse Effect after the date of this Agreement, there shall not have occurred any event, occurrence, revelation or development of a state of circumstances or facts which, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect;hereof; and (d) 6.3.4 the Company shall have delivered to Parent a certificate signed certificate, duly executed by an executive officer of the Company Company, dated as of the Closing Date certifying that Date, attesting the satisfaction of the conditions specified set forth in Section 9.02(a)Sections ‎‎6.3.1, Section 9.02(b) ‎6.3.2, and Section 9.02(c) have been satisfied; (e) the Company shall have delivered to Parent the Payoff Letters; (f) each of the Money Transmission Law Approvals shall have been obtained; and (g) each consent, approval, waiver, clearance, authorization or permission of a Governmental Authority required under any applicable insurance laws shall have been made, obtained or received (or, as applicable, the waiting periods with respect thereto shall have expired or been terminated)‎6.3.3 above.