PARTY AGREEMENT.
ARCH PARENT AND
SELLER AGREE TO NOTIFY PURCHASER IMMEDIATELY AFTER RECEIPT BY EITHER OF THEM,
AIIHC OR ANY SUBSIDIARY OF ANY ACQUISITION PROPOSAL, BY ANY PARTY OTHER THAN THE
THIRD PARTY, SUCH NOTICE TO BE COMMUNICATED ORALLY AND IN WRITING AND TO INCLUDE
THE IDENTITY OF THE OFFEROR AND THE TERMS AND CONDITIONS OF SUCH ACQUISITION
PROPOSAL.
IN RESPECT OF ANY PARTY, THE TERM "REPRESENTATIVES" SHALL MEAN THE
OFFICERS, DIRECTORS, EMPLOYEES, ADVISORS, AGENTS, REPRESENTATIVES, AFFILIATES,
SECURITY HOLDERS, ACCOUNTANTS, ATTORNEYS, ACTUARIES OR ANYONE ELSE ACTING ON
BEHALF OF SUCH PARTY OR SUCH PERSONS.
"INITIAL PERIOD" MEANS THE PERIOD FROM
THE DATE HEREOF THROUGH THE DATE ON WHICH PURCHASER'S TERMINATION RIGHT RELATING
TO DUE DILIGENCE SET FORTH IN SECTION 7.01(D) HAS TERMINATED OR BEEN WAIVED BY
THE PURCHASER OR OTHERWISE EXPIRED.
ARCH PARENT AND SELLER AGREE, AND AGREE TO
CAUSE THEIR AFFILIATES AND REPRESENTATIVES TO, IMMEDIATELY CEASE ANY EXISTING
DISCUSSIONS OR NEGOTIATIONS WITH ANY THIRD PARTY, OTHER THAN THE THIRD PARTY,
WITH RESPECT TO AN ACQUISITION PROPOSAL.
SELLER SHALL NOT CONSUMMATE THE
TRANSACTIONS CONTEMPLATED BY THE THIRD PARTY AGREEMENT OR ANY AMENDMENT THERETO
OR REPLACEMENT THEREOF.
UPON CONCLUSION OF THE INITIAL PERIOD, UNLESS PURCHASER
HAS TERMINATED THIS AGREEMENT PURSUANT TO SECTION 7.01(D), SELLER SHALL PROMPTLY
NOTIFY THE THIRD PARTY THAT SELLER HAS ENTERED INTO THIS AGREEMENT AND THAT THE
CLOSING OF THE TRANSACTIONS CONTEMPLATED HEREBY REMAIN SUBJECT TO REGULATORY
APPROVAL, AND SELLER SHALL CEASE, AND CAUSE ITS AFFILIATES AND REPRESENTATIVES
TO CEASE, ANY AND ALL DISCUSSIONS WITH THE THIRD PARTY RELATING TO ANY
ACQUISITION PROPOSAL.
UNLESS THE THIRD PARTY AGREEMENT HAS ALREADY BEEN
TERMINATED, SELLER SHALL, WITHIN TWO (2) BUSINESS DAYS OF THE RECEIPT OF ALL OF
THE STATE INSURANCE REGULATORY APPROVALS NECESSARY TO CONSUMMATE THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, TERMINATE THE THIRD PARTY AGREEMENT
PURSUANT TO THE TERMS THEREOF.
SECTION 4.11
CONTRIBUTIONS/REDEMPTION.
ARCH PARENT HEREBY
AGREES THAT IT WILL CAUSE (I) ARL AND SELLER TO MAKE THE CONTRIBUTIONS AND (II)
AIIHC TO COMPLETE THE REDEMPTION, IN EACH CASE, PRIOR TO THE CLOSING DATE ON
TERMS SATISFACTORY TO ARCH PARENT.
SECTION 4.12
NOTIFICATION OF BREACH.
EACH PARTY SHALL GIVE
EACH OTHER PROMPT NOTICE AFTER IT HAS OBTAINED KNOWLEDGE OF (A) ANY FACT OR
CIRCUMSTANCES WHICH RENDERS UNTRUE, INCORRECT OR MISLEADING IN ANY MATERIAL
RESPECT ANY OF THE REPRESENTATIONS AND WARRANTIES MADE BY IT OR THE OTHER PARTY
HERETO IN THIS AGREEMENT AS OF THE DATE SUCH REPRESENTATION AND WARRANTY WAS
MADE, (B) ANY FAILURE ON ITS PART OR THE PART OF THE OTHER PARTY HERETO TO
COMPLY WITH OR SATISFY IN
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ANY MATERIAL RESPECT ANY COVENANT, CONDITION OR AGREEMENT WHICH THEY ARE TO
COMPLY WITH OR SATISFY UNDER THIS AGREEMENT OR (C) ANY ADVERSE CHANGE AFFECTING
ITS ABILITY OR THE ABILITY OF THE OTHER PARTY HERETO TO PERFORM ITS OBLIGATIONS
UNDER THIS AGREEMENT.
EXCEPT AS PROVIDED IN SECTION 6.06 AND SECTION 5.07, IN
NO EVENT SHALL ANY DISCLOSURE OF ANY SUCH BREACH OR INACCURACY IMPAIR THE RIGHTS
AND REMEDIES OF ANY PARTY HERETO WITH RESPECT TO ANY