PIC. You agree that if you purchase local services from Key 2 Communications Inc., you are required to ensure that any toll traffic and long distance usage is PIC’d to the Key 2 Communications Inc. network.
PIC. In consideration of the agreements herein contained, PIC hereby agrees that there has been or will be assigned and transferred to State Auto Mutual an amount, in cash or other assets, equal to the aggregate of all liabilities of PIC assumed by State Auto Mutual under paragraph 2(m) hereof, less a ceding commission equal to the sum of the acquisition expenses associated with the unearned premium reserves which are transferred as provided herein. There shall be included among the assets assigned and transferred to State Auto Mutual by PIC all of the right, title and interest of PIC in and to all assets relative to the underwriting operations of PIC due or that may become due as evidenced by its books and records at the close of business on December 31, 2010, not including investments, accrued investment income, intercompany balances and bank deposits.
PIC. PIC hereby reinsures and assumes and State Auto Mutual hereby cedes and transfers to PIC its Respective Percentage of all Net Liabilities as of January 1, 2011 and all Net Liabilities under all contracts and policies of insurance, (including those ceded by PIC and reinsured by State Auto Mutual as provided in paragraph 2(m)), on which State Auto Mutual is subject to liability and which are outstanding and in force on or after the effective date hereof. Such liabilities shall include reserves for unearned premiums, outstanding losses (including unreported losses) and loss expenses and all other underwriting and administrative expenses, but shall not include intercompany balances, liabilities for federal income taxes, liabilities incurred in connection with investment transactions, liabilities for dividends to stockholders declared and unpaid, and other liabilities not incurred in connection with underwriting operations.
PIC. In consideration of the agreements herein contained, State Auto Mutual hereby agrees that there has been or will be assigned and transferred to PIC an amount, in cash or other assets, equal to the aggregate of all liabilities of State Auto Mutual assumed by PIC under paragraph 4(m) hereof, less a ceding commission equal to the sum of the acquisition expenses associated with the unearned premium reserves which are transferred as provided herein. There shall be included among the assets assigned and transferred to PIC by State Auto Mutual all of the right, title and interest of State Auto Mutual in and to all assets relative to the underwriting operations of State Auto Mutual, due or that may become due, as evidenced by its books and records at the close of business on December 31, 2010, not including investments, accrued investment income, intercompany balances and bank deposits.
PIC. Holdco’s percentage ownership of PIC’s Capital Securities shall be diluted to approximately 0.01% as provided in the Merger Agreement.
PIC. TDCC and K-Dow hereby authorize each other, their respective advisers and the Accountants to take copies of all information which K-Dow has agreed to provide under Clause 4.10.
PIC
