Common use of Additional Seller’s Covenants Clause in Contracts

Additional Seller’s Covenants. (a) Prior to the Closing Date, Sellers shall cause each Acquired Subsidiary to sell all Purchaser securities held, directly or indirectly, by such Acquired Subsidiary, subject to all Requirements of Law and consistent with contractual commitments and investment guidelines. (b) Until the Closing Date, Parent and its Affiliates shall use commercially reasonable efforts to (i) continue the negotiations in progress on the date hereof with TPC regarding the administration of previously reinsured accident business of TIC, (ii) attempt to agree upon such an arrangement reasonably acceptable to Purchaser, (iii) periodically advise Purchaser of the progress of such negotiations and (iv) not enter into any such agreement without the consent of Purchaser, such consent not to be unreasonably withheld. (c) Notwithstanding anything to the contrary in this Agreement, Parent shall cause Sellers to use commercially reasonable efforts (including diligently pursuing all required applications with any applicable Governmental Authority), to cause the payment of $200,000,000 of cash dividends by Acquired Foreign Subsidiaries in the amounts and by the Acquired Foreign Subsidiaries set forth in Exhibit F. Parent shall further cause the Acquired Foreign Subsidiaries to not pay any cash dividends following the date of this Agreement to Parent or any of its Affiliates (which are not Acquired Foreign Subsidiaries) in excess of the $200,000,000 of dividends provided for in the prior sentence. In addition, Parent shall not permit any Acquired Foreign Subsidiary to pay any dividend or make any other distribution to any Acquired Domestic Subsidiary or make any investment in any Acquired Domestic Subsidiary, including an investment in surplus notes issued by such Acquired Domestic Subsidiary.