IS BOUND OR (4) ANY REQUIREMENTS
OF LAW AFFECTING BUYER, OTHER THAN, IN THE CASE OF CLAUSES (2), (3) AND
(4) ABOVE, ANY SUCH VIOLATIONS, BREACHES, DEFAULTS, RIGHTS OR LOSS OF RIGHTS
THAT WOULD NOT MATERIALLY IMPAIR THE ABILITY OF BUYER TO PERFORM ITS OBLIGATIONS
HEREUNDER OR PREVENT THE CONSUMMATION OF ANY OF THE TRANSACTIONS CONTEMPLATED
HEREBY, OR
(II)
REQUIRE THE APPROVAL, CONSENT, AUTHORIZATION OR ACT OF, OR THE
MAKING BY BUYER OF ANY DECLARATION, FILING OR REGISTRATION WITH, ANY
ADMINISTRATIVE AUTHORITY, EXCEPT FOR (1) IN CONNECTION, OR IN COMPLIANCE, WITH
THE PROVISIONS OF THE HSR ACT, EUROPEAN COMMUNITY COUNCIL REGULATION (EC)
NO. 139/2004, OR SIMILAR COMPETITION REQUIREMENTS OF LAW IN FOREIGN
JURISDICTIONS, (2) ACQUISITION OF CONTROL STATEMENT FILINGS AND PREACQUISITION
STATEMENTS REQUIRED UNDER APPLICABLE STATE INSURANCE HOLDING COMPANY SYSTEM LAWS
AND REGULATIONS AND ANY OTHER INSURANCE REGULATORY APPROVALS, CONSENTS, FILINGS
OR NOTICES REQUIRED BY ANY APPLICABLE INSURANCE REQUIREMENTS OF LAW, (3) SUCH
FILINGS AS MAY BE REQUIRED IN CONNECTION WITH THE TAXES DESCRIBED IN
SECTION 8.1, AND (4) SUCH APPROVALS, CONSENTS, AUTHORIZATIONS, DECLARATIONS,
FILINGS OR REGISTRATIONS THE FAILURE OF WHICH TO BE OBTAINED OR MADE WOULD NOT
MATERIALLY IMPAIR THE ABILITY OF BUYER TO PERFORM ITS OBLIGATIONS HEREUNDER OR
PREVENT THE CONSUMMATION OF ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.
Section 6.3
No Violation, Litigation or Regulatory Action. Except as
set forth in Schedule 6.3:
(I)
AS OF THE DATE HEREOF, THERE ARE NO LAWSUITS, CLAIMS, SUITS,
PROCEEDINGS OR INVESTIGATIONS PENDING OR, TO THE KNOWLEDGE OF BUYER, THREATENED
AGAINST BUYER OR ITS
32
subsidiaries which are reasonably expected to materially impair the ability of
Buyer to perform its obligations hereunder or prevent the consummation of any of
the transactions contemplated hereby; and
(II)
AS OF THE DATE HEREOF, THERE IS NO MATERIAL ACTION, SUIT OR
PROCEEDING PENDING OR, TO THE KNOWLEDGE OF BUYER, THREATENED AGAINST BUYER THAT
QUESTIONS THE LEGALITY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY
OF THE BUYER ANCILLARY AGREEMENTS.
SECTION 6.4
INVESTMENT INTENT.
(A)
BUYER IS ACQUIRING THE SHARES AS AN INVESTMENT FOR ITS OWN ACCOUNT
AND NOT WITH A VIEW TO THE DISTRIBUTION THEREOF.
(B)
BUYER ACKNOWLEDGES THAT IT HAS BEEN FURNISHED WITH SUCH DOCUMENTS,
MATERIALS AND INFORMATION AS BUYER DEEMS NECESSARY OR APPROPRIATE FOR EVALUATING
THE PURCHASE OF THE SHARES. BUYER CONFIRMS THAT IT HAS MADE SUCH FURTHER
INVESTIGATION OF THE COMPANIES AS WAS DEEMED APPROPRIATE TO EVALUATE THE MERITS
AND RISKS OF THIS PURCHASE. BUYER FURTHER ACKNOWLEDGES THAT IT HAS HAD THE
OPPORTUNITY TO ASK QUESTIONS OF, AND RECEIVE ANSWERS FROM, THE DIRECTORS AND
OFFICERS OF THE COMPANIES, SELLERS AND PERSONS ACTING ON THE COMPANIES' AND
SELLERS' BEHALF, CONCERNING THE TERMS AND CONDITIONS OF THE PURCHASE OF THE
SHARES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, BUYER'S
RIGHTS WITH RESPECT TO INDEMNIFICATION, PAYMENT OF LOSSES AND EXPENSES OR OTHER
REMEDY BASED ON REPRESENTATIONS, WARRANTIES, COVENANTS AND OBLIGATIONS IN THIS
AGREEMENT, OR ANY CERTIFICATE DELIVERED PURSUANT TO THIS AGREEMENT, WILL NOT,
SUBJECT TO SECTION 11.6(C), BE AFFECTED BY BUYER'S INVESTIGATION OF THE