Closing Date Assets. 5.8.1 Schedule 5.8.1 sets forth a true, correct and complete list of any and all investment assets, including, bonds, notes, debentures, mortgage loans, real estate, collateral loans, derivatives and all other instruments of indebtedness, stocks, partnership or joint venture interests or certificates issued by or interests in trusts and all other assets acquired for investment purposes that are beneficially owned by any of the Companies as of November 30, 2009 (such investment assets, together with all investment assets acquired by any Company between November 30, 2009 and the Closing Date are referred to herein as the “Investment Assets”). Schedule 5.8.1 also sets forth for each of the Investment Assets the issuer of such Investment Asset, the amount owned of such Investment Asset, the maturity date of such Investment Asset (if applicable) and the fair market value of such Investment Asset as of November 30, 2009. Each Company has good title to all of the Investment Assets it purports to own, free and clear of all Liens. 5.8.2 The Investment Assets of the Companies do and shall consist solely of (i) cash and cash equivalents, (ii) highly liquid publicly-traded, investment grade fixed-income securities rated by at least one NRSRO (Nationally Recognized Securities Ratings Organization) with no single issuer (except the U.S. Government and agencies thereof) obligated for more than 5% of the total statutory book value of the securities portfolio and (iii) shares of common stock owned by PMACIC and described in the Identified Investments Promissory Note. 5.8.3 The Invested Asset Statement was prepared in good faith and sets forth a true and accurate listing of, and a good faith calculation of the fair market value of, the Investment Assets of the Companies as of the last calendar day of the month immediately prior to the Closing. 5.8.4 Schedule 5.8.4 contains a true, correct and complete list of all information technology, business equipment, vehicles, furniture and other tangible personal property owned by any of the Companies as of the date of this Agreement. 5.8.5 Schedule 5.8.5 contains a true, correct and complete list and description of each lease or other agreement or right (showing in each case the annual rental, the expiration date thereof and a brief description of the property covered), under which (i) with respect to any such written agreement, any of the Companies holds or operates, or is lessee of, as of the date of this Agreement, any machinery, business equipment, vehicle or other tangible personal property owned by a third Person, except for any such lease, agreement or right that is terminable by the Companies without penalty or payment on notice of thirty (30) days or less, or which involves the payment by the Companies of rentals of less than $1,000 per year or (ii) with respect to any such oral agreement, any of the Companies, to the Knowledge of the Seller, holds or operates or is lessee of, as of the date of this Agreement, any machinery, business equipment, vehicle or other tangible personal property owned by a third Person, except for any such lease, agreement or right that is terminable by the Companies without penalty or payment on notice of thirty (30) days or less, or which involves the payment by the Companies of rentals of less than $1,000 per year. 5.8.6 Schedule 5.8.6 contains a list of all reinsurance receivables from each individual reinsurer as of September 30, 2009 and a list of all other assets with a carrying value greater than $10,000. The Reinsurance Receivable Statement shall be true and correct as of the date on which it is delivered to the Buyer pursuant to Section 7.23.
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Closing Date Assets. 5.8.1 Schedule 5.8.1 sets forth a true, correct and complete list of any and all investment assets, including, bonds, notes, debentures, mortgage loans, real estate, collateral loans, derivatives and all other instruments of indebtedness, stocks, partnership or joint venture interests or certificates issued by or interests in trusts and all other assets acquired for investment purposes that are beneficially owned by any of the Companies as of November 30February 29, 2009 2008 (such investment assets, together with all investment assets acquired by any Company between November 30February 29, 2009 2008 and the Closing Date are referred to herein as the “Investment Assets”). Schedule 5.8.1 also sets forth for each of the Investment Assets the issuer of such Investment Asset, the amount owned of such Investment Asset, the maturity date of such Investment Asset (if applicable) and the fair market value of such Investment Asset as of November 30February 29, 20092008. Each Company has good title to all of the Investment Assets it purports to own, free and clear of all Liens.
5.8.2 The Investment Assets of the Companies do and shall consist solely of (i) cash and cash equivalents, equivalents and (ii) highly liquid publicly-traded, investment grade fixed-income securities rated by at least one NRSRO (Nationally Recognized Securities Ratings Organization) with no single issuer (except the U.S. Government and agencies thereof) obligated for more than 5% of the total statutory book value of the securities portfolio and (iii) shares of common stock owned by PMACIC and described in the Identified Investments Promissory Noteportfolio.
5.8.3 The Invested Asset Statement was prepared in good faith and sets forth a true and accurate listing of, and a good faith calculation of the fair market value of, the Investment Assets of the Companies as of the last calendar day of the month immediately prior to the Closing.
5.8.4 Schedule 5.8.4 5.8.3 contains a true, correct and complete list of all information technology, business equipment, vehicles, furniture and other tangible personal property owned by any of the Companies as of the date of this AgreementCompanies.
5.8.5 5.8.4 Schedule 5.8.5 5.8.4 contains a true, correct and complete list and description of each lease or other agreement or right (showing in each case the annual rental, the expiration date thereof and a brief description of the property covered), under which (i) with respect to any such written agreement, any of the Companies holds or operates, or is lessee of, as of the date of this Agreementor holds or operates, any machinery, business equipment, vehicle or other tangible personal property owned by a third Person, except for any such lease, agreement or right that is terminable by the Companies without penalty or payment on notice of thirty (30) days or less, or which involves the payment by the Companies of rentals of less than $1,000 per year or (ii) with respect to any such oral agreement, any of the Companies, to the Knowledge of the Seller, holds or operates or is lessee of, as of the date of this Agreementor holds or operates, any machinery, business equipment, vehicle or other tangible personal property owned by a third Person, except for any such lease, agreement or right that is terminable by the Companies without penalty or payment on notice of thirty (30) days or less, or which involves the payment by the Companies of rentals of less than $1,000 per year.
5.8.6 5.8.5 Schedule 5.8.6 5.8.5 contains a list of all reinsurance receivables from each an individual reinsurer as of September 30December 31, 2009 2007 and a list of all other assets with a carrying value greater than $10,000. The Closing Date Reinsurance Receivable Statement shall be true and correct as of the date on which it is delivered to the Buyer pursuant to Section 7.23.
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