established or
maintained by Purchaser for the benefit of employees of AIIHC and the
Subsidiaries, the employees of AIIHC and the Subsidiaries shall be credited for
service accrued as of the Closing with AIIHC and the Subsidiaries to the extent
such service was credited under a similar Company Plan.
SECTION 4.04
RESERVED
SECTION 4.05
RESERVED
SECTION 4.06
RESERVED
SECTION 4.07
CONSENTS AND CONDITIONS.
UPON THE TERMS AND
SUBJECT TO THE CONDITIONS OF THIS AGREEMENT, EACH OF THE PARTIES HERETO SHALL
COOPERATE, AND USE THEIR RESPECTIVE REASONABLE BEST EFFORTS TO, MAKE ALL FILINGS
AND AGREE TO USE ALL REASONABLE BEST EFFORTS TO OBTAIN ANY REQUIRED THIRD PARTY
AND GOVERNMENTAL CONSENTS TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT,
AND TO CAUSE EACH OF THE CONDITIONS AND OBLIGATIONS OF SELLER AND PURCHASER
HEREUNDER TO BE SATISFIED.
CONSISTENT WITH SUCH PROVISION, AS SOON AS
REASONABLY PRACTICABLE FOLLOWING THE DUE DILIGENCE END DATE (AS DEFINED HEREIN),
BUT NO LATER THAN JULY 2, 2004, PURCHASER SHALL COMPLETE AND DELIVER TO THE
OFFICES OF THE DELAWARE, INDIANA, MARYLAND, OHIO AND PENNSYLVANIA INSURANCE
DEPARTMENTS, AS APPLICABLE, THE INITIAL FILINGS OF THE FORM A RELATING TO
PURCHASER'S PURCHASE OF THE AIIHC COMMON SHARES.
PRIOR TO CLOSING, PURCHASER
SHALL RESPOND TO ANY WRITTEN INQUIRY MADE BY EITHER SUCH OFFICE RELATING TO THE
FORM A WITHIN FIVE (5) BUSINESS DAYS OF THE RECEIPT OF ANY SUCH WRITTEN
INQUIRY.
IN ADDITION, PURCHASER, ON THE ONE HAND, AND SELLER, AIIHC AND THE
SUBSIDIARIES, ON THE OTHER HAND, HEREBY AGREE TO MUTUALLY COOPERATE DURING ANY
PRE-CLOSING DISCUSSIONS WITH RATINGS AGENCIES REGARDING AIIHC AND THE
SUBSIDIARIES WHICH ARE DEEMED APPROPRIATE AND REASONABLE BY BOTH SELLER AND
PURCHASER, INCLUDING PARTICIPATION IN MEETINGS AND PROVIDING DOCUMENTS AS MAY BE
REASONABLY REQUESTED BY SUCH RATINGS AGENCIES.
SECTION 4.08
REINSURANCE AGREEMENTS.
(a)
Initial Term.
On the Closing Date,
Purchaser shall cause PSIC and American Independent Insurance (the "Ceding
Companies"), and Seller shall cause one or more Affiliates of Seller designated
by Seller ("Designated Affiliate"), to enter into reinsurance agreements (the
"Reinsurance Agreements") with (A) a quota share percentage for Policy Year (as
defined below) 2004 of 80% and (B) a quota share percentage for Policy Year 2005
of 80%, provided that, if total direct written premiums ("DWP") for the Ceding
Companies for Policy Year 2005 exceeds $100,000,000, the quota share percentage
for Policy Year 2005 shall be reduced to the percentage at which DWP ceded to
the Designated Affiliate for Policy Year 2005 equals $80,000,000 (collectively,
the "Initial Term") on the terms set forth in the 80% quota share reinsurance
agreement in effect as of the date hereof between American Independent Insurance
and ARC attached as Exhibit B (the "Current Agreement"), with the following
additional terms: (i) the Reinsurance Agreements shall not cover lines of
business or risk in the states that are not covered by the Current Agreement
unless approved in advance and in writing by Seller (or Designated Affiliate);
(ii) in the event of a material breach by the Ceding Company
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of a Reinsurance Agreement