Representations and Warranties of Ceding Company. 10 Section 8.01 Authority............................................... 10 Section 8.02 Other Representations and Warranties................... 10 ARTICLE 8A
Representations and Warranties of Ceding Company. Ceding Company makes the following representations and warranties, all as of the date this Agreement is executed:
Representations and Warranties of Ceding Company. Ceding Company hereby represents and warrants to Reinsurer, as of the date hereof and the Closing Date (or if another date is specified in the representation or warranty, on such date), as follows:
Representations and Warranties of Ceding Company. Ceding Company hereby represents and warrants to Reinsurer as follows:
Representations and Warranties of Ceding Company. Ceding Company represents and warrants to Reinsurer that the matters set forth in this Article IV are true and correct as of the date hereof and as of the Recapture Effective Time.
Representations and Warranties of Ceding Company. Ceding Company represents and warrants to Reinsurer that the matters set forth in this Article VI are true and correct as of the date hereof:
Representations and Warranties of Ceding Company. 16 Section 6.1 Organization and Standing of Ceding Company 16 Section 6.2 Authorization 16 Section 6.3 No Conflict or Violation 17 Article VII Representations and Warranties of Reinsurer 17 Section 7.1 Organization and Standing of Reinsurer 17 Section 7.2 Authorization 17 Section 7.3 No Conflict or Violation 17 Section 7.4 U.S. Federal Income Taxes 17 Article VIII Indemnification 18 Section 8.1 Indemnification by Ceding Company 18 Section 8.2 Indemnification by Reinsurer 18 Section 8.3 Notice of Potential Liability 18 Section 8.4 Opportunity to Defend 18 Section 8.5 Exclusive Remedy 18 Article IX Term; Termination 19 Section 9.1 Term 19 Section 9.2 Termination 19 Section 9.3 Effect of Termination 20 Article X Miscellaneous Provisions 20 Section 10.1 Arbitration 20 Section 10.2 Assignment and Delegation 21 Section 10.3 Confidentiality 21 Section 10.4 Construction 22 Section 10.5 Counterparts 22 Section 10.6 Entire Agreement 22 Section 10.7 Governing Law 22 Section 10.8 Interpretations 22 Section 10.9 Notices 22 Section 10.10 Offset 24 Section 10.11 Other Instruments 24 Section 10.12 Severability 24 Section 10.13 Subrogation 24 Section 10.14 Waiver of Breach 24 Schedules Schedule 2.1 - The Insurance Policies Schedule 2.3(a) - Transferred Assets Schedule 2.3(a)(i) - Statutory Reserves as of the Effective Date Schedule 2.3(a)(ii) - Cash Flow Adjustments Schedule 3.3 - Reports Schedule 3.6 - DAC Tax Election Schedule 9.3 - Negative Ceding Commission Refund Schedule Exhibits Exhibit A - Terms of Administrative Services Exhibit B - Form of Reinsurance Trust Agreement Exhibit C - Investment Guidelines for Trust Agreements Exhibit D - Form of Supplemental Trust Agreement Exhibit E - Form of Transition Services Agreement INDEMNITY REINSURANCE AGREEMENT THIS INDEMNITY REINSURANCE AGREEMENT (this “Reinsurance Agreement”) is effective as of the Effective Time by and between Washington National Insurance Company (“Ceding Company”) and Beechwood Re Ltd (“Reinsurer”). Ceding Company and Reinsurer are sometimes hereinafter referred to individually as a “Party” and together as the “Parties.”
Representations and Warranties of Ceding Company. Section 6.1 Organization and Standing of Ceding Company Section 6.2 Authorization Section 6.3 No Conflict or Violation
Representations and Warranties of Ceding Company. As a material inducement to Reinsurer to enter into the Transaction Documents, Ceding Company hereby represents and warrants to Reinsurer that the following statements are true and correct as of the Effective Date and will be true and correct throughout the term of the Transaction Documents.
Representations and Warranties of Ceding Company. Ceding Company represents and warrants that:
