Common use of Plan of Conversion Clause in Contracts

Plan of Conversion. With respect to the Plan of Conversion, the Borrower hereby represents and warrants as follows: (a) The Borrower has delivered to the Agent a true, complete and correct copy of such document, together with all amendments and modifications thereto. Such plan (as amended) comprises a full and complete statement of the transactions contemplated thereby, and there are no agreements or understandings, written or oral, or side agreements not contained therein that modify the substance thereof. (b) Such plan has been duly authorized by all necessary corporate or other action on the part of the Borrower Affiliates party thereto, has been validly executed and delivered by the Borrower Affiliates party thereto and is the legal, valid and binding obligation of the Borrower Affiliates party thereto, enforceable in accordance with its terms. (c) As of the Closing Date such plan will be in full force and effect and, except with the Lenders' prior approval, has not been amended or modified, and no provision thereof has been waived by any party thereto. (d) As of the Closing Date, each of the transactions contemplated by such agreement shall have been consummated and all of the conditions to the consummation thereof (as provided therein and as provided in the Department's consent with respect thereto) have been fully satisfied or waived, such that, as of the Closing Date hereof, ESIF shall have been converted to Bridgefield Employers, which shall have become a wholly owned Subsidiary of the Borrower.