EXTENT SUCH REPRESENTATIONS REFER TO AN EARLIER DATE) ON AND AS OF THE
CLOSING DATE AS IF MADE ON AND AS OF THE CLOSING DATE.
SECTION 8.02
COVENANTS PERFORMED.
ARCH PARENT AND SELLER
SHALL HAVE PERFORMED AND COMPLIED IN ALL MATERIAL RESPECTS WITH ALL COVENANTS
AND AGREEMENTS REQUIRED BY THE AGREEMENT TO BE PERFORMED OR COMPLIED WITH BY
ARCH PARENT AND SELLER ON OR PRIOR TO THE CLOSING DATE.
SECTION 8.03
CERTIFICATES DELIVERED.
AT THE CLOSING, ARCH
PARENT AND SELLER SHALL HAVE DELIVERED TO PURCHASER CERTIFICATES REPRESENTING
THE AIIHC COMMON SHARES, DULY ENDORSED FOR TRANSFER OR TOGETHER WITH DULY
EXECUTED STOCK POWERS (WITH, IF APPLICABLE, ALL APPROPRIATE STOCK TRANSFER TAX
STAMPS AFFIXED), FREE AND CLEAR OF ALL LIENS (OTHER THAN LIENS ARISING UNDER
APPLICABLE FEDERAL AND STATE SECURITIES LAWS).
SECTION 8.04
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, OR MAKE MATERIALLY MORE COSTLY TO PURCHASER, THE TRANSACTIONS CONTEMPLATED
BY THIS AGREEMENT OR SEEKING TO OBTAIN MATERIAL DAMAGES IN CONNECTION WITH SUCH
TRANSACTIONS.
SECTION 8.05
CORPORATE RECORDS DELIVERED.
SELLER SHALL HAVE
DELIVERED TO PURCHASER THE CORPORATE MINUTE BOOKS OF AIIHC AND EACH SUBSIDIARY
AND THE CERTIFICATES REPRESENTING THE SUBSIDIARY SHARES.
SECTION 8.06
REQUIRED CONSENTS.
THE APPROVALS AND CONSENTS
LISTED ON SCHEDULE 2.06 HERETO SHALL HAVE BEEN OBTAINED WITHOUT ANY CONDITIONS,
RESTRICTIONS OR LIMITATIONS MATERIALLY ADVERSE TO PURCHASER OR THE INTERESTS OF
PURCHASER.
SECTION 8.07
CONTRIBUTIONS AND REDEMPTION.
THE CONTRIBUTIONS
AND THE REDEMPTION SHALL HAVE BEEN COMPLETED ON THE TERMS SET FORTH IN THIS
AGREEMENT OR OTHERWISE SATISFACTORY TO PURCHASER.
SECTION 8.08
MATERIAL ADVERSE EFFECT.
FROM THE DATE OF THIS
AGREEMENT, THERE SHALL NOT HAVE OCCURRED ANY MATERIAL ADVERSE EFFECT, NOR SHALL
ANY EVENT OR EVENTS HAVE OCCURRED
39
THAT, INDIVIDUALLY OR IN THE AGGREGATE, WITH OR WITHOUT THE LAPSE OF TIME, MAY
CAUSE OR CREATE ANY MATERIAL ADVERSE EFFECT.
SECTION 8.09
ADDITIONAL DOCUMENTS.
PURCHASER SHALL HAVE
RECEIVED:
(A)
A CERTIFICATE SIGNED BY AN OFFICER OF
SELLER, DATED AS OF THE CLOSING DATE, AS TO THE MATTERS SET FORTH IN SECTIONS
8.01 AND 8.02 AND THE CHARTER DOCUMENTS OF EACH OF AIIHC AND THE SUBSIDIARIES
ATTACHED TO SUCH CERTIFICATE AND (II) THE FOLLOWING CERTIFICATES: (1)
CERTIFICATES OF GOOD STANDING FOR EACH OF AIIHC AND THE SUBSIDIARIES DATED ON OR
WITHIN ONE (1) BUSINESS DAY OF THE CLOSING DATE; AND (2) CERTIFICATES OF
AUTHORITY FOR AMERICAN INDEPENDENT INSURANCE OR PSIC DATED ON OR WITHIN (1)
BUSINESS DAY OF THE CLOSING DATE FROM THE INSURANCE DEPARTMENTS OF EACH OF
PENNSYLVANIA AND OHIO, RESPECTIVELY.
(B)
CERTIFICATES OF SECRETARIES OR ASSISTANT
SECRETARIES OR ANOTHER OFFICER, DATED THE CLOSING DATE, SETTING FORTH THE
RESOLUTIONS OF THE BOARDS OF DIRECTORS OF ARCH PARENT AND SELLER APPROVING AND
AUTHORIZING THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT AND THE
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY, AND