Reinsurance and Retrocessions. Schedule 4.21 contains a ----------------------------- true and complete list of all reinsurance and retrocession treaties and agreements in force as of the date of this Agreement to which any Subsidiary is a ceding party (including any terminated or expired treaty or agreement under which as of December 31, 1996 there remains an outstanding liability with respect to paid or unpaid case reserves in excess of $500,000), any terminated or expired treaty or agreement under which there remains any outstanding liability from one reinsurer with respect to paid or unpaid case reserves in excess of $100,000 and any treaty or agreement with any Affiliate of such Subsidiary, the effective date of each such treaty or agreement, and the termination date of any treaty or agreement which has a definite termination date (individually a "Reinsurance Agreement" and collectively, the "Reinsurance Agreements"), copies of which have been delivered or made available to Buyer. Assuming the due authorization, execution and delivery of each such Reinsurance Agreement by the other parties thereto, each such Reinsurance Agreement is valid and binding in all material respects in accordance with its terms and is in full force and effect. None of the in-force Reinsurance Agreements may be terminated by any party thereto due to a change of control of the Company or any of the Subsidiaries. No other party to any Reinsurance Agreement has given notice to the Company or any of its Subsidiaries that it intends to terminate or cancel any such Reinsurance Agreement as a result of the transactions contemplated hereby or the contemplated operations of the Company or its Subsidiaries after the consummation of the transactions contemplated hereby, which termination or change would reasonably be expected to have a Material Adverse Effect. To the knowledge of Seller, no Subsidiary is in default in any respect as to any provision of any reinsurance or retrocession treaty or agreement or has failed to meet the underwriting standards required for any business reinsurance thereunder except for defaults, which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Reinsurance and Retrocessions. Schedule 4.25 contains a list as of the date of this Agreement of all treaty reinsurance or retrocession treaties and agreements in force to which any Subsidiary is a party (including any terminated or expired treaty or agreement under which there remains any outstanding liability with respect to paid or unpaid case reserves in excess of $500,000), any terminated or expired treaty or agreement under which there remains any outstanding liability from one reinsurer with respect to paid or unpaid case reserves in excess of $100,000 and any treaty or agreement with any Affiliate of such Subsidiary, the effective date of each such treaty or agreement, and the termination date of any treaty or agreement which has a definite termination date. To the Knowledge of Seller, no Subsidiary is in default in any respect as to any provision of any reinsurance or retrocession treaty or agreement or has failed to meet the underwriting standards required for any business reinsured thereunder except for defaults which, individually or in the aggregate, would not have a Material Adverse Effect on the Company and the Subsidiaries, taken as a whole.
Reinsurance and Retrocessions. Section 3.23 of the Company Disclosure Schedule sets forth a true and complete list of each reinsurance and retrocession treaty or agreement in force as of the date of this Agreement to which the Company or any of its Subsidiaries is a ceding party, any terminated or expired treaty or agreement under which there remains any outstanding liability from one reinsurer, in each case with respect to reserves ceded to such reinsurer in excess of $1,000,000 and any treaty or agreement with any Affiliate of the Company or any of its Subsidiaries, the effective date of each such treaty or agreement, and the termination date of any treaty or agreement which has a definite termination date. To the Knowledge of the Company, neither the Company nor any of its Subsidiaries is in default in any respect as to any provision of any reinsurance or retrocession treaty or agreement or has failed to meet the underwriting standards required for any business reinsurance thereunder except for defaults which would not, individually or in the aggregate, have a Company Material Adverse Effect.
Reinsurance and Retrocessions. Section 2.27 of Seller Disclosure Schedule sets forth an accurate and complete list of (a) all reinsurance and retrocession treaties and agreements in force as of the date of this Agreement to which the Companies or any Company Subsidiary is a party and (b) any terminated or expired treaty or agreement under which there remains any outstanding liability from one reinsurer with respect to paid or unpaid case reserves in excess of $50,000, and, for each such treaty or agreement, the effective date of such treaty or agreement and the termination date if such treaty or agreement has a definite termination date. All such treaties or agreements set forth in Section 2.27 of Seller Disclosure Schedule are in full force and effect to the respective dates noted on Section 2.27 of Seller Disclosure Schedule, and neither of the Companies nor any Company Subsidiary is in default in any respect as to any provision of any reinsurance or retrocession treaty or agreement or has failed to meet the underwriting standards required for any business reinsurance thereunder. No such agreement contains any provision providing that the other party thereto may terminate such agreement by reason of the transactions contemplated by this Agreement; and, to the knowledge of Seller, the financial condition of any other party to any such agreement is not so impaired that a default thereunder may reasonably be anticipated.
Reinsurance and Retrocessions. 27 Section 4.22 Environmental Laws........................................................................ 27 Section 4.23
Reinsurance and Retrocessions. 43 -----------------------------
Reinsurance and Retrocessions. Section 5.1 Conduct of the Business of the Company Section 5.6 Director and Officer Liability Section 5.14 Employees and Employee Benefit Plans AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER, dated as of May 1, 2006 (this "Agreement"), by and among Great American Financial Resources, Inc., a Delaware corporation ("Parent"), Project Garden Acquisition Inc., a Delaware corporation ("Acquisition Sub"), and Ceres Group, Inc., a Delaware corporation (the "Company") (Acquisition Sub and the Company being hereinafter collectively referred to as the "Constituent Corporations").
Reinsurance and Retrocessions. Set forth in ss. 3(t) of the Disclosure Schedule is a list of all treaty reinsurance or retrocession treaties and agreements in force (whether written or oral) to which Summit or any of its Subsidiaries is a party (including any terminated or expired treaty or agreement under which there remains any outstanding liability with respect to paid or unpaid case reserves in excess of $100,000) (collectively, the "Treaties"), the effective date of each such Treaty, and the termination date of any Treaty that has a definite termination date. Neither Summit nor any of its Subsidiaries is in material default in any respect as to any provision of any reinsurance or retrocession Treaty or has failed to meet the underwriting standards required for any reinsurance coverage thereunder. Certain material terms (including, without limitation, percentages and businesses covered, term, ceding commissions, exclusions to coverage, single loss limits and termination provisions) of the oral reinsurance agreement with Reliance Insurance Company are set forth in ss. 3(t) of the Disclosure Schedule.
Reinsurance and Retrocessions. 37 Section 5.17. Material Contracts....................................38 Section 5.18. Technology and Intellectual Property..................39 Section 5.19. Real Property.........................................41
Reinsurance and Retrocessions. Schedule 4.24 sets forth a true and complete list of all voluntary or involuntary ceded reinsurance and retrocession treaties, agreements or other contracts of ceded reinsurance in force and relating to the Business as of the date hereof to which any Seller or any Seller's Affiliate is a party, any terminated or expired treaty or agreement of ceded reinsurance relating to the Business under which there remains any outstanding liability from one reinsurer with respect to paid or unpaid case reserves and any treaty or agreement of ceded reinsurance relating to the Business with any Seller or any Seller's Affiliates (collectively, the "Outward Reinsurance Agreements"), the effective date of each Outward Reinsurance Agreements, and the termination date of Outward Reinsurance Agreements which has a definite termination date. Except as set forth on Schedule 4.24, there have been no changes since December 31, 1998 in the way ceded reinsurance premiums are allocated among the Sellers or their lines of business. All Outward Reinsurance Agreements are in full force and effect to the respective dates noted on such Schedule, and no Seller or Parent is in default in any respect as to any provision of any Outward Reinsurance Agreements or has failed to meet the underwriting standards required for any business reinsurance thereunder. Except as set forth on Schedule 4.24, no Outward Reinsurance Agreements contains any provision providing that the other party thereto may terminate such agreement by reason of the transactions contemplated by this Agreement. All allocations of premiums and receivables with respect to Outward Reinsurance which covers one or more Sellers and any Seller's Affiliates which are not Sellers are fairly and equitably allocated among such entities.
