Common use of Formation of Newco Clause in Contracts

Formation of Newco. The Company shall use best efforts to (a) form a wholly owned Subsidiary ("NEWCO") to which the Company shall contribute 100% of its equity interest in Arch Reinsurance Ltd., a Bermuda company ("ARL") and (b) contribute, or cause the appropriate Subsidiary to contribute, all Core Insurance Operations other than Arch Reinsurance Company, a Nebraska corporation ("ARC"), in each case, no later than 90 days after the Closing Date (subject, in the case of direct or indirect contribution of U.S. domiciled insurance companies, to any necessary regulatory approvals or material third party approvals). From and after such formation and contribution, the Company shall not engage in the insurance business other than through Newco, except for (i) its holding of ARC and (ii) the operations of American Independent Insurance Holding Company, a Pennsylvania corporation ("AIIH") and Xxxxx & Co., Inc., a Delaware corporation ("XXXX"), but only to the extent of the current nature and scope of such operations of AIIH and Xxxx. The Company shall (1) use its best efforts to cause Newco to have the benefit of, or obtain independently, the same insurance authorizations as currently held by ARC, and (2) seek to accomplish the transactions contemplated by this paragraph in as tax-efficient a manner as possible.

Formation of Newco. The Company shall use best efforts to (a) form a wholly owned Subsidiary ("NEWCONewco") to which the Company shall contribute 100% of its equity interest in Arch Reinsurance Ltd., a Bermuda company ("ARL") and (b) contribute, or cause the appropriate Subsidiary to contribute, all Core Insurance Operations other than Arch Reinsurance Company, a Nebraska corporation ("ARC"), in each case, no later than 90 days after the Closing Date (subject, in the case of direct or indirect contribution of U.S. domiciled insurance companies, to any necessary regulatory approvals or material third party approvals). From and after such formation and contribution, the Company shall not engage in the insurance business other than through Newco, except for (i) its holding of ARC and (ii) the operations of American Independent Insurance Holding Company, a Pennsylvania corporation ("AIIH") and Xxxxx Hales & Co., Inc., a Delaware corporation ("XXXXHale"), but only to the extent of extxxx xf the current nature and scope of such operations xxxxations of AIIH and XxxxHale. The Company shall (1) use its best efforts to cause Newco to have the xxx benefit of, or obtain independently, the same insurance authorizations as currently held by ARC, and (2) seek to accomplish the transactions contemplated by this paragraph in as tax-efficient a manner as possible.

Formation of Newco. The Company shall use best efforts to (a) form a wholly owned Subsidiary ("NEWCO") to which the Company shall contribute 100% of its equity interest in Arch Reinsurance Ltd., a Bermuda company ("ARL") and (b) contribute, or cause the appropriate Subsidiary to contribute, all Core Insurance Operations other than Arch Reinsurance Company, a Nebraska corporation ("ARC"), in each case, no later than 90 days after the Closing Date (subject, in the case of direct or indirect contribution of U.S. domiciled insurance companies, to any necessary regulatory approvals or material third party approvals). From and after such formation and contribution, the Company shall not engage in the insurance business other than through Newco, except for (i) its holding of ARC and (ii) the operations of American Independent Insurance Holding Company, a Pennsylvania corporation ("AIIH") and Xxxxx Hales & Co., Inc., a Delaware corporation ("XXXXHALE"), but only to the extent xxxxnt of the current nature and scope of such sxxx operations of AIIH and XxxxHale. The Company shall (1) use its best efforts to cause Newco to have xxxx the benefit of, or obtain independently, the same insurance authorizations as currently held by ARC, and (2) seek to accomplish the transactions contemplated by this paragraph in as tax-efficient a manner as possible.

Formation of Newco. The Company shall use best efforts to (a) form a wholly owned Subsidiary ("NEWCO"“Newco”) to which the Company shall contribute 100% of its equity interest in Arch Reinsurance Ltd., a Bermuda company ("“ARL"”) and (b) contribute, or cause the appropriate Subsidiary to contribute, all Core Insurance Operations other than Arch Reinsurance Company, a Nebraska corporation ("“ARC"”), in each case, no later than 90 days after the Closing Date (subject, in the case of direct or indirect contribution of U.S. domiciled insurance companies, to any necessary regulatory approvals or material third party approvals). From and after such formation and contribution, the Company shall not engage in the insurance business other than through Newco, except for (i) its holding of ARC and (ii) the operations of American Independent Insurance Holding Company, a Pennsylvania corporation ("“AIIH"”) and Xxxxx & Co., Inc., a Delaware corporation ("XXXX"“Xxxx”), but only to the extent of the current nature and scope of such operations of AIIH and Xxxx. The Company shall (1) use its best efforts to cause Newco to have the benefit of, or obtain independently, the same insurance authorizations as currently held by ARC, and (2) seek to accomplish the transactions contemplated by this paragraph in as tax-efficient a manner as possible.