Common use of Reinsurance and Retrocessions Clause in Contracts

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. (a) Schedule 4.21 contains 4.16(a) sets forth a ----------------------------- true correct and complete list of (i) all reinsurance and retrocession treaties and agreements in force as of the date of this Agreement to which any Subsidiary Insurance Company or (with respect to their conduct of the Business) any Renewal Rights Seller is a ceding party party, including the 2010 HO Quota Share Reinsurance Agreement, (including ii) any terminated or expired reinsurance or retrocession treaty or agreement under which as of December 31, 1996 there remains an outstanding liability any Insurance Company or (with respect to paid or unpaid case reserves in excess their conduct of $500,000), the Business) any terminated or expired treaty or agreement Renewal Rights Seller under which there remains any material outstanding liability from one reinsurer reserves and (iii) any reinsurance or retrocession treaty or agreement between any Insurance Company or (with respect to paid or unpaid case reserves in excess their conduct of $100,000 the Business) any Renewal Rights Seller, on one hand, and any Affiliate of any Company, on the other hand, and for each such treaty or agreement with any Affiliate of such Subsidiarydescribed in (i), (ii) or (iii), the effective date of each such treaty or agreement, agreement and the termination date of any such treaty or agreement which has a definite termination date (individually a "Reinsurance Agreement" and collectively, the "“Ceded Reinsurance Agreements"”), copies of which . The Sellers have been delivered or made available to Buyer. Assuming the due authorization, execution Buyer true and delivery complete copies of each such Ceded 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 effectAgreement. 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 Except 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, all Ceded Reinsurance Agreements required to be set forth on Schedule 4.16(a) are in full force and effect to the respective dates noted on the Schedule, no Company or Renewal Rights Seller is in default in any respect as to any provision of any Ceded Reinsurance Agreement and there is no pending or, to the Knowledge of Seller Parent, threatened dispute between any Company or Renewal Rights Seller, on one hand, and any reinsurer under any such treaty or agreement, on the other hand. Except as set forth in Schedule 4.16(a)(i) or as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, no consent is required from any party to an existing reinsurance or retrocession treaty or agreement in connection with the transactions provided for in this Agreement or the Ancillary Agreements. Each of the Insurance Companies and the Renewal Rights Sellers is entitled to take full credit in its statutory financial statements pursuant to Applicable Laws for all reinsurance and retrocession ceded pursuant to any reinsurance or retrocession treaty or agreement to which such Insurance Company or (with respect to their conduct of the Business) such Renewal Rights Seller is party, and all such amounts have been properly recorded in all material respects in the Records of such Insurance Company or Renewal Rights Seller and are properly reflected in the Statutory Statements.

Reinsurance and Retrocessions. (a) Schedule 4.21 contains a ----------------------------- true 5.16(a) sets forth an accurate, current and complete list list, as of the date hereof, of (i) all reinsurance and retrocession treaties and agreements in force as of the date of this Agreement to which the Company or any Acquired Company Subsidiary is a ceding party party, (including ii) 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 Acquired Company Subsidiary under which there remains any outstanding liability from one reinsurer with respect to paid or unpaid case reserves in excess of $100,000 50,000 and (iii) any treaty or agreement with any Affiliate of the Company, and for each such Subsidiarytreaty or agreement described in (i), (ii) or (iii), the effective date of each such treaty or agreement, agreement and the termination date of any such treaty or agreement which has a definite termination date (individually a "Reinsurance Agreement" and collectively, the "Reinsurance Agreements"), copies of which have been delivered date. All such treaties 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 agreements set forth on Schedule 5.16(a) are 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 effect to the respective dates noted on the Schedule, and no Acquired 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 material respect as to any material provision of any reinsurance or retrocession treaty or agreement. No such treaty or agreement contains any provision providing that the other party thereto may terminate or has failed to meet otherwise modify such treaty or agreement by reason of the underwriting standards required for transactions contemplated by this Agreement; no such treaty or agreement contains any business reinsurance thereunder except for defaults, provision which by its own terms would not, individually or result in a modification in the aggregateoperation of the treaty or agreement by reason of the transactions contemplated by this Agreement. To the Knowledge of the Company, reasonably amounts due or coming due in the future under each such treaty or agreements are and will be expected collectible in full in the ordinary course, except that no representation is made with regards to have information that is generally available within the insurance industry relating to the financial status of payors. No consent is required from any party to an existing reinsurance agreement in connection with the transactions provided for in this Agreement. Except as set forth in Schedule 5.16(a), each of the Acquired Company Subsidiaries is entitled to take full credit in its statutory financial statements pursuant to Applicable Laws for all reinsurance and coinsurance ceded pursuant to any reinsurance or coinsurance treaty or agreement to which such Acquired Company Subsidiary is party. Schedule 5.16(a) sets forth a Material Adverse Effectlist of each reinsurance audit report issued in connection with the Acquired Company Subsidiaries since January 1, 2004.

Reinsurance and Retrocessions. Schedule 4.21 contains a ----------------------------- true 5.24(i) sets forth an accurate and complete list list, as of the date hereof, of (i) all reinsurance and retrocession treaties and agreements Contracts in force as of the date of this Agreement to which the Company or any Subsidiary is a ceding party or an assuming reinsurer, (including ii) any terminated or expired treaty reinsurance or agreement under which as retrocession Contracts 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 Subsidiary under which there remains any outstanding liability from one reinsurer with respect to paid or unpaid case reserves in excess of $100,000 50,000 and (iii) any treaty reinsurance or agreement retrocession Contracts with any Affiliate of such Subsidiarythe Company (collectively, 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 AgreementsContracts"), copies of which have been delivered or made available to Buyer. Assuming the due authorization, execution and delivery of each All 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 Contracts set forth on Schedule 5.24(i) are in full force and effect. None of effect (except that the in-force Reinsurance Agreements may be terminated by any party thereto due enforceability thereof is subject 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 applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws affecting creditors' rights and remedies generally) and except 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, have, or reasonably be expected to have have, a Material Adverse Effect, no Subsidiary is in default in any material respect as to any material provision of any Reinsurance Contract set forth on Schedule 5.24(i) and, to the Knowledge of the Company, there are no material disputes under any of the Reinsurance Contracts. Except as set forth on Schedule 5.24(ii), no such Reinsurance Contract contains any provision (x) providing that any of the other parties thereto may terminate or otherwise modify such Reinsurance Contract by reason of the transactions contemplated by this Agreement, (y) which requires the consent of any other party thereto in connection with the transactions contemplated by this Agreement or (z) which by its own terms would result in a modification in the operation of the Reinsurance Contract by reason of the transactions contemplated by this Agreement. To the Knowledge of the Company, none of the other parties to any Reinsurance Contract is in material breach, violation or default of any Reinsurance Contract. Except as set forth in Schedule 5.24 (iii), to the Knowledge of the Company, each of the Subsidiaries is entitled to take full credit in its statutory financial statements pursuant to applicable Laws for all reinsurance ceded pursuant to any Reinsurance Contract.