CERTIFYING THAT SUCH
RESOLUTIONS HAVE NOT BEEN AMENDED OR RESCINDED AND ARE IN FULL FORCE AND EFFECT;
(C)
A RECEIPT EVIDENCING RECEIPT OF THE
PURCHASE PRICE;
(D)
THE CERTIFICATE TO BE PROVIDED PURSUANT TO
SECTION 5.08 OF THIS AGREEMENT.
(E)
DULY EXECUTED COPIES OF THE REINSURANCE
AGREEMENTS;
(F)
RESIGNATIONS OF ALL DIRECTORS OF AIIHC
AND EACH SUBSIDIARY, AS REQUESTED BY PURCHASER AT LEAST TEN (10) BUSINESS DAYS
PRIOR TO THE CLOSING DATE.
SECTION 8.10
THIRD PARTY AGREEMENT.
THE THIRD PARTY
AGREEMENT SHALL HAVE BEEN TERMINATED PURSUANT TO THE TERMS THEREOF.
ARTICLE IX
CONDITIONS PRECEDENT TO THE OBLIGATIONS OF
ARCH PARENT AND THE SELLER
The obligations of Arch Parent and Seller to consummate the transactions
contemplated by this Agreement shall be subject to the fulfillment of each of
the following conditions, except to the extent any such conditions are expressly
waived in writing by Arch Parent and Seller at or prior to the Closing.
SECTION 9.01
ACCURACY OF REPRESENTATIONS AND WARRANTIES.
THE
REPRESENTATIONS AND WARRANTIES MADE BY PURCHASER IN THIS AGREEMENT SHALL BE TRUE
AND CORRECT IN ALL MATERIAL RESPECTS (EXCEPT THAT REPRESENTATIONS AND WARRANTIES
QUALIFIED BY MATERIALITY SHALL BE TRUE AND CORRECT IN ALL RESPECTS) ON AND AS OF
THE DATE OF THIS AGREEMENT AND (EXCEPT TO THE EXTENT SUCH REPRESENTATIONS REFER
TO AN EARLIER DATE) ON AND AS OF THE CLOSING DATE.
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SECTION 9.02
COVENANTS PERFORMED.
PURCHASER SHALL HAVE
PERFORMED AND COMPLIED IN ALL MATERIAL RESPECTS WITH ALL COVENANTS AND
AGREEMENTS REQUIRED BY THIS AGREEMENT TO BE PERFORMED OR COMPLIED WITH BY
PURCHASER ON OR PRIOR TO THE CLOSING DATE.
SECTION 9.03
PURCHASE PRICE.
AT THE CLOSING, PURCHASER SHALL
HAVE PAID THE PURCHASE PRICE AS REQUIRED PURSUANT TO SECTION 1.03 ABOVE.
SECTION 9.04
OFFICER'S CERTIFICATE.
PURCHASER SHALL HAVE
DELIVERED TO SELLER A CERTIFICATE SIGNED BY AN OFFICER OF PURCHASER, DATED AS OF
THE CLOSING DATE, AS TO THE MATTERS SET FORTH IN SECTIONS 9.01 AND 9.02.
SECTION 9.05
SECRETARY'S CERTIFICATE.
PURCHASER SHALL HAVE
DELIVERED TO SELLER A CERTIFICATE OF THE SECRETARY OR ASSISTANT SECRETARY, DATED
THE CLOSING DATE, SETTING FORTH THE RESOLUTIONS OF THE BOARD OF DIRECTORS OF
PURCHASER APPROVING AND AUTHORIZING THE EXECUTION, DELIVERY AND PERFORMANCE OF
THIS AGREEMENT AND THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY, AND
CERTIFYING THAT SUCH RESOLUTIONS HAVE NOT BEEN AMENDED OR RESCINDED AND ARE IN
FULL FORCE AND EFFECT.
SECTION 9.06
NO ADVERSE PROCEEDING.
AS OF THE CLOSING DATE,
THERE SHALL NOT HAVE BEEN INSTITUTED OR BE PENDING OR THREATENED ANY SUIT,
ACTION OR OTHER PROCEEDING BY ANY GOVERNMENTAL AGENCY OR ANY OTHER PERSON IN
WHICH IT IS SOUGHT TO RESTRAIN OR PROHIBIT, OR QUESTION THE VALIDITY OR LEGALITY
OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR SEEKING TO OBTAIN MATERIAL
DAMAGES IN CONNECTION WITH SUCH TRANSACTIONS.
SECTION 9.07
REQUIRED CONSENTS.
THE APPROVALS AND CONSENTS
LISTED ON SCHEDULE 2.06 HERETO SHALL HAVE BEEN OBTAINED.
SECTION 9.08
REINSURANCE AGREEMENTS.
SELLER SHALL HAVE
RECEIVED DULY EXECUTED REINSURANCE AGREEMENTS.
SECTION 9.09
Certificate.
Seller shall have received a
receipt acknowledging Purchaser's receipt of the