Reinsurance Treaties. All reinsurance and retrocessional treaties, contracts, agreements and arrangements to which any Insurance Subsidiary is a party are in full force and effect and no Insurance Subsidiary is in violation of, or in default in the performance, observance or fulfillment of, any obligation, agreement, covenant or condition contained therein, with such exceptions that would not, singularly or in the aggregate, have a Material Adverse Effect; and no Insurance Subsidiary has received any notice from any of the other parties to such treaties, contracts, agreements or arrangements that such other party intends not to perform thereunder and, to the best knowledge of the Company and the Insurance Subsidiaries, none of the other parties to such treaties, contracts, agreements or arrangements will be unable to perform thereunder except to the extent adequately and properly reserved for in the consolidated financial statements of the Company, with such exceptions that would not, singularly or in the aggregate, have a Material Adverse Effect.
Reinsurance Treaties. All reinsurance treaties and arrangements to which any Insurance Subsidiary is a party are in full force and effect and no Insurance Subsidiary is in violation of, or in default in the performance, observance or fulfillment of, any obligation, agreement, covenant or condition contained therein, except where the failure to be in full force and effect or where such violation or default would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect. No Insurance Subsidiary has received any notice from any of the other parties to such treaties, contracts or agreements that such other party intends not to perform such treaty and, to the knowledge of the Company, none of the other parties to such treaties or arrangements will be unable to perform such treaty or arrangement except to the extent adequately and properly reserved for in the audited consolidated financial statements of the Company included in or incorporated by reference in the Prospectus, except where such nonperformance would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Reinsurance Treaties. IHC and Seller shall use their best efforts to cause First Standard to enter into reinsurance treaties (the "Reinsurance Treaties"), in substantially the form previously provided to Buyer, with Standard Security Life Insurance Company of New York ("SSLICNY") and Madison National Life Insurance Company, Inc. ("MNL") pursuant to which SSLICNY and MNL shall cede, at treaty renewals, 15% of the gross premiums from their employer medical stop-loss programs they have written to First Standard through treaty years ended on or before December 31, 2014; and provide that any such programs can be terminated by First Standard annually. IHC agrees that if it or any of its Subsidiaries other than SSLICNY and MNL currently or in the future write medical stop-loss business, that IHC shall cause them to likewise cede, at treaty renewals, 15% of the gross premiums from their employer medical stop-loss programs they have written to First Standard through treaty years ended on or before December 31, 2014 on substantially the same terms and conditions as set forth in the Reinsurance Treaties.
Reinsurance Treaties. Prior to Closing, each Seller agrees to use commercially reasonable efforts to assign all of its rights and obligations under the reinsurance treaties listed on Schedule 5.32 hereto to which it is a party and to obtain any endorsements from the reinsurers thereunder to the extent necessary to ensure that Purchaser and LLANY are entitled to enforce such treaties against the reinsurers in their own names, with respect to the Policies; provided, however, that Sellers shall be under no obligation to make payments or incur other liabilities to any Person in connection with such assignments and endorsements. If Sellers are unable to obtain such assignments or endorsements notwithstanding such efforts, Sellers shall place Purchaser and LLANY in the same net economic position as if such assignments or endorsements had been obtained (which actions may consist of Sellers continuing to use commercially reasonable efforts to enforce their rights under such treaties and ensuring that all benefits thereunder received, directly or indirectly, by Sellers flow to Purchaser and LLANY, as applicable).
Reinsurance Treaties. All reinsurance treaties and arrangements to which VPSI or any Insurance Subsidiary is a party are in full force and effect and no party thereto is in violation of, or in default in the performance, observance or fulfillment of, any obligation, agreement, covenant or condition contained therein; neither VPSI nor any Insurance Subsidiary has received any notice from any of the other parties to such treaties, contracts or agreements that such other party intends not to perform such treaty and, to the best knowledge of VPSI, VPSI and the Insurance Subsidiaries have no reason to believe that any of the other parties to such treaties or arrangements will be unable to perform such treaty or arrangement except to the extent adequately and properly reserved for in the Audited Financial Statements, except where such default or inability to perform would not, individually or in the aggregate, have a Material Adverse Effect.
Reinsurance Treaties. (a) All reinsurance treaties or agreements, including retrocessional agreements, to which any Xxxxxx Insurance Subsidiary is a party or under which any Xxxxxx Insurance Subsidiary has any existing rights, obligations or liabilities are listed in Section 3.20(a) of the Xxxxxx Disclosure Schedule (the “Xxxxxx Reinsurance Treaties”). Xxxxxx has made available to Buyer correct and complete copies of all of the Xxxxxx Reinsurance Treaties and all such Xxxxxx Reinsurance Treaties are in full force and effect, and the consummation of the Contemplated Transactions will not result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or result in the loss of any benefit) under, any of the terms, conditions, or provisions of any Xxxxxx Reinsurance Treaty. The Xxxxxx GAAP Reserves (as defined in Section 3.21(a) of this Agreement) at each of December 31, 2008, December 31, 2009, and September 30, 2010, as reflected in the Mercer Financial Statements are stated without taking credit for amounts ceded under any reinsurance treaties or agreements, and the Mercer SAP Reserves (as defined in Section 3.21(b) of this Agreement) at each of December 31, 2008, December 31, 2009, and September 30, 2010, as reflected in the Mercer Statutory Financial Statements, in each case, are stated taking credit for amounts ceded under any reinsurance treaties or agreements. Mercer has reasonably concluded that all reinsurance recoverable amounts reflected in the Mercer Financial Statements are collectible, and Mercer is unaware of any material adverse change in the financial condition of Xxxxxx’x reinsurers that might raise concern regarding their ability to honor their reinsurance commitments. No party to any of the Mercer Reinsurance Treaties has given notice to Mercer or any Mercer Insurance Subsidiary that such party intends to terminate, cancel or alter the pricing of any of the Mercer Reinsurance Treaties as a result of or following consummation of the Contemplated Transactions. Each Mercer Reinsurance Treaty is valid and binding on each party thereto. With respect to each Mercer Reinsurance Treaty, there is no material default or claim of any material default thereunder by any Mercer Insurance Subsidiary that is a party thereto or, to the Knowledge of Mercer, by any other party thereto, and no event has occurred that, with the passage of time or the giving of notice (or both), wou...
Reinsurance Treaties. 31 Section 4.26 Certain Business Practices.................................................................31 Section 4.27 Limitation on Representations and Warranties...............................................31 ARTICLE V REPRESENTATIONS AND WARRANTIES OF PURCHASER AND HOUSEHOLD INTERNATIONAL...............................32 Section 5.1 Corporate Status............................................................................32 Section 5.2 Corporate Authority.........................................................................32 Section 5.3 Non-Contravention...........................................................................32 Section 5.4 Brokers.....................................................................................33 Section 5.5 Qualification as a Licensee.................................................................33 Section 5.6 Litigation..................................................................................33 Section 5.7 Funds.......................................................................................33 Section 5.8 Approvals and Consents......................................................................33 Section 5.9 Investment Representation...................................................................33 Section 5.10 Purchaser's or Household International's Qualified Plans...................................34
Reinsurance Treaties. Schedule 4.25 lists all of the reinsurance agreements or treaties of each Insurance Company. Each Insurance Company has provided to Purchaser copies of same which are true, accurate and complete, including all amendments or modifications thereto. All such reinsurance agreements are in full force and effect, enforceable in accordance with their terms, and, except as set forth in Schedule 4.25, neither any Insurance Company, nor any other party to same is in default or alleged to be in default under the terms thereof, and there exists no condition which, after notice or lapse of time or both, would constitute a default thereunder. Except as provided for in the Statutory Statements as of and for the year ended December 31, 1996, or as disclosed in Schedule 4.25 hereto, all reinsurance represented by the reinsurance agreements and treaties represents an admitted asset or reduction of loss reserves of the Insurance Companies in the Statutory Statements and their carrying values have been described in conformity with Statutory Accounting Principles and in accordance with values prescribed by the National Association of Insurance Commissioners, when appropriate, consistent with the prior reporting practices of the Insurance Companies. Except as set forth on Schedule 4.25, no consent from any assuming reinsurer under any of the reinsurance treaties is required in order for Seller to effectuate the transactions contemplated under the Agreement. The consummation of the transactions contemplated by this Agreement will not affect the rights of any Insurance Company under the reinsurance treaties and specifically (i) no reinsurance treaties will be terminable nor will any commutation or recapture thereunder be required as a result thereof and (ii) such consummation will not adversely affect the recapture rights of any Insurance Company under such reinsurance treaties.
Reinsurance Treaties. Prior to Closing, Seller agrees to use its commercially reasonable best efforts, at its own expense, to assign all of its rights and obligations under the reinsurance treaties listed on Schedule 5.21 hereto, and to obtain any endorsements from the reinsurers thereunder to the extent necessary to ensure that Purchaser and LLANY are entitled to enforce such treaties against the reinsurers in their own names, with respect to the Insurance Contracts and the Post-Closing Contracts. If Purchaser is unable to obtain such endorsements notwithstanding such efforts, Seller shall place Purchaser and LLANY in the same 60 net economic position as if such endorsements had been obtained (which actions may consist of Seller continuing to use commercially reasonable best efforts to enforce its rights under such treaties and ensuring that all benefits thereunder received, directly or indirectly, by Seller flow to Purchaser and LLANY).
Reinsurance Treaties. Except as disclosed in the General Disclosure Package and as set forth in or contemplated by the Prospectus, all material reinsurance treaties and arrangements to which any Insurance Subsidiary is a party are in full force and effect and no Insurance Subsidiary is in violation of or in default in the performance, observance or fulfillment of, any obligation, agreement, covenant or condition contained therein, except to the extent adequately and properly reserved for in the consolidated financial statements of the Company included or incorporated by reference in the General Disclosure Package and the Prospectus and for such violations or defaults that would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the Company and its subsidiaries taken as a whole.
