Common use of Insufficient Surplus Clause in Contracts

Insufficient Surplus. If, at the time of closing, the surplus of the Corporation is less than the total purchase price, then the Corporation and the Shareholder shall take such action which, in the opinion of counsel for the Corporation, will be legally permissible to enable the Corporation to increase its surplus, either by reducing its capital stock or by a reappraisal of its assets, or otherwise, to an amount equal to the total purchase price. Notwithstanding the foregoing, the Corporation shall not be required to take any action which, in the opinion of counsel for the Corporation and its Board of Directors, would cause the capital of an affiliate to become "impaired" as previously defined or adversely impact an affiliate's ability to operate safely and efficiently. Any action taken by the Corporation to increase its surplus pursuant to this Article 7 shall be subject to the prior written approval of the New Jersey Department of Insurance.

Insufficient Surplus. If, at the time of closing, the surplus of the Corporation is less than the total purchase price, then the Corporation and the Shareholder shall take such action which, in the opinion of counsel for the Corporation, will be legally permissible to enable the Corporation to increase its surplus, either by reducing its capital stock or by a reappraisal of its assets, or otherwise, to an amount equal to the total purchase price. Notwithstanding the foregoing, the Corporation shall not be required to take any action which, in the opinion of counsel for the Corporation and its Board of Directors, would cause the capital of an affiliate Proformance to become "“impaired" ” as previously defined or adversely impact an affiliate's Proformance’s ability to operate safely and efficiently. Any action taken by the Corporation corporation to increase its surplus pursuant to this Article 7 6 shall be subject to the prior written approval of the New Jersey Department of Insurance.