Reinsurance Ceded. A. The Ceding Company hereby cedes, and the Reinsurer hereby accepts and assumes, as of the Reinsurance Effective Date, one hundred percent (100%) of the Policy Liabilities incurred by the Ceding Company, including any Taxes.
Reinsurance Ceded. Schedule 3.17 lists all reinsurance contracts under which VFL has ceded to reinsurers risks under any of the Insurance Contracts that are either (i) in force as of the date hereof or (ii) terminated but under which there remains any outstanding liability from the reinsurer with respect to which reserves are currently carried by VFL (the "Ceded Reinsurance Agreements"). True and complete copies of all the contracts (or slips, binders and commitments therefor) and of all amendments thereto for the Ceded Reinsurance Agreements have been delivered to Purchaser. Except as set forth in Schedule 3.17, neither VFL nor the reinsurer under any Ceded Reinsurance Agreement currently in force has given notice of termination (provisional or otherwise) in respect of the Ceded Reinsurance Agreement. To the Knowledge of VFL, no reinsurer is in default in any material respect under any Ceded Reinsurance Agreement. Except as set forth in Schedule 3.17, no Ceded Reinsurance Agreement contains any provision providing that (i) the reinsurer may terminate the agreement, or (ii) VFL would be in breach of any representation, warranty or covenant under the Agreement, or (iii) VFL would fail to meet a condition of reinsurance under the agreement, by reason of the transactions contemplated by this Agreement or the Coinsurance Agreement. VFL has duly and punctually performed all material terms, conditions, covenants and warranties of the Ceded Reinsurance Agreements.
Reinsurance Ceded. (a) Section 3.15(a) of the Seller Disclosure Schedule lists each reinsurance agreement to which the Company is a party (the “Ceded Reinsurance Contracts”).
Reinsurance Ceded. 2 ARTICLE 4
Reinsurance Ceded. 17 Section 3.19. Absence of Certain Changes or Events ......................... 17 Section 3.20. Intercompany Accounts ........................................ 17 Section 3.21.
Reinsurance Ceded. Schedule 3.18 hereto contains a true and complete list of all reinsurance contracts for reinsurance ceded by the Company that are in force on the date of this Agreement. Neither the Company nor any reinsurer under any of such contracts presently in force has given notice of termination (provisional or otherwise) in respect of any such reinsurance contract.
Reinsurance Ceded. 2.1 Subject to all applicable terms, conditions, exclusions and limitations contained in this Agreement, the Company hereby agrees to retrocede as reinsurance to the Retrocessionaire, and the Retrocessionaire hereby agrees to reinsure the Company for, one hundred percent (100%) of the Net Incurred Losses plus Cumulative Net Incurred Uncollectible Reinsurance Recoverables, on a losses incurred basis, in excess of the Attachment Point (the "Reinsurance Ceded") up to the Aggregate Limit.
Reinsurance Ceded. Connecticut General will cede to State Mutual, and State Mutual hereby agrees to assume, a proportionate share of the insurance risks allocated to the ACTUALIZER Reinsurance Account equal to the ratio of the expected mortality on insurance risks written by State Mutual which are allocated to the ACTUALIZER Reinsurance Account, computed at the Mortality Rates stated in Schedule E, to the total expected mortality on all risks allocated to the ACTUALIZER Reinsurance Account.
Reinsurance Ceded. (a) Insurance Contracts under which any of the Companies has ceded or retroceded to reinsurers (other than Affiliates of the Companies) risks included within the Business as of the date hereof are referred to herein as the “Ceded Reinsurance Contracts”. Schedule 3.15(a)(i) identifies Ceded Reinsurance Contracts accounting for at least fifty percent (50%) of the aggregate amount of reinsurance premiums paid by the Companies under all Ceded Reinsurance Contracts in the year ended December 31, 2000 (“2000 Outbound Reinsurance Premiums”) and any individual Ceded Reinsurance Contract accounting for five percent (5%) of 2000 Outbound Reinsurance Premiums. Schedule 3.15(a)(ii) sets forth summaries of substantially all of the programs under which the personal accident reinsurance included in the Business has been retroceded to parties other than Affiliates of any Company. The Ceded Reinsurance Contracts identified on Schedules 3.15(a)(i) and those described by the summaries included in Schedule 3.15(a)(ii) are referred to herein as the Material Ceded Reinsurance Contracts. Sellers have delivered to Purchaser true and complete copies of those Ceded Reinsurance Contracts identified on Schedule 3.15(a)(i) or, in the case of pool and wheel retrocession treaties, the form of such agreements and a list of participations therein (collectively, the “Material Ceded Reinsurance Contracts”).
Reinsurance Ceded. 29 Section 3.18 Non-Financial Guaranty Business; New Business 30 Section 3.19 Absence of Certain Changes or Events 30 Section 3.20 Actuarial Reports 30 Section 3.21 Investment Assets 31 TABLE OF CONTENTS (continued) Page Section 3.22 Capital Analyses 31 Section 3.23 Brokers 31 Section 3.24 Certain Fees and Expenses 31 Section 3.25 No other Representations and Warranties 31 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB 32 Section 4.01 Organization and Qualification 32 Section 4.02 Authority 32 Section 4.03 No Conflict; Required Filings and Consents 32 Section 4.04 Litigation 33 Section 4.05 Merger Sub 33 Section 4.06 Brokers 33 Section 4.07 Investment Intent 33 Section 4.08 Sufficiency of Funds 34 Section 4.09 Independent Assessment 34 Section 4.10 Non-Reliance 34 Section 4.11 No other Representations and Warranties 34 ARTICLE V ADDITIONAL AGREEMENTS 35 Section 5.01 Conduct of Business by the Company Pending the Merger 35 Section 5.02 Stockholders’ Approval and Filing of Amendment 38 Section 5.03 Access to Information; Confidentiality; Migration of Data 38 Section 5.04 Directors’ and Officers’ Indemnification and Insurance 39 Section 5.05 Notification of Certain Matters 39 Section 5.06 Consents and Approvals 40 Section 5.07 Antitrust Notifications 41 Section 5.08 Further Assurances 42 Section 5.09 Public Announcements 42 Section 5.10 Fees and Expenses 42 Section 5.11 Employees and Benefits 43 Section 5.12 No Solicitation 45 Section 5.13 Taxes 45 Section 5.14 Post-Closing Reorganization 46 ARTICLE VI CONDITIONS TO THE MERGER 47 Section 6.01 Conditions to Each Party’s Obligation to Effect the Merger 47 Section 6.02 Conditions to Obligations of Parent and Merger Sub 48 Section 6.03 Conditions to Obligations of the Company 49 ARTICLE VII TERMINATION 50 Section 7.01 Termination 50 Section 7.02 Effect of Termination 52 TABLE OF CONTENTS (continued) Page ARTICLE VIII GENERAL PROVISIONS 52 Section 8.01 Non-Survival of Representations, Warranties and Agreements 52 Section 8.02 Amendment 52 Section 8.03 Waiver 52 Section 8.04 Notices 53 Section 8.05 Severability 54 Section 8.06 Entire Agreement; Third-Party Beneficiaries 54 Section 8.07 Assignment 54 Section 8.08 Specific Performance 54 Section 8.09 Governing Law 54 Section 8.10 Waiver of Jury Trial 55 Section 8.11 Legal Representation 55 Section 8.12 Releases 56 Section 8.13 Parent and Merger Sub Acknowledgement 57 Section 8.14 General Interpretation 58 Section 8.15 Counterparts 58 EXHIBITS Exhi...
