Common use of Statutory Statements Clause in Contracts

Statutory Statements. (i) Sellers have delivered to Buyer true, complete and correct copies of the following annual and quarterly statutory statements, in each case together with the exhibits, schedules and notes (including any actuarial opinions, memorandums, affirmations or certifications) thereto: (A) (x) the annual statement of each Target as of and for the annual periods ended December 31, 2014, 2013 and 2012, in each case, as filed with the Insurance Regulator of the jurisdiction of domicile of such Target, (y) the audited statutory financial statements of each Target as of and for the annual periods ended December 31, 2014, 2013 and 2012, in each case, as filed with the Insurance Regulator of the jurisdiction of domicile of such Target, and (z) the quarterly statement of each Target as of and for each quarterly period ended since December 31, 2014 that have been filed with the Insurance Regulator of the jurisdiction of domicile of such Target on or prior to the date of this Agreement, and (B) as and when available, each annual statement, audited statutory financial statement and quarterly statement of each Target filed with the Insurance Regulator of the jurisdiction of domicile of such Target on or after the date of this Agreement and on or prior to the Closing Date (collectively, the “Statutory Statements”). (ii) Each Statutory Statement (A) was derived from and is consistent with the Books and Records of the applicable Target, (B) was prepared in accordance with all applicable Laws and SAP, (C) was timely filed with or submitted to the applicable Insurance Regulator on forms prescribed or permitted by such Insurance Regulator, (D) was prepared in compliance with the internal controls procedures of the applicable Target, and (E) fairly presents, in all material respects, in accordance with SAP, the statutory financial position, results of operations, assets, liabilities, capital and surplus, changes in statutory surplus and cash flows of the applicable Target at the date of, and for the periods referred to in, such statement. No material deficiencies have been asserted in writing by any Governmental Authority with respect to any Statutory Statement which has not been cured, waived, or otherwise resolved to the material satisfaction of the Governmental Authority. (iii) Section 4(g)(iii) of the Sellers Disclosure Schedule sets forth an unaudited pro forma combined balance sheet and statement of income of each of the Targets as of December 31, 2014 which (A) was derived from and consistent with the Books and Records, (B) was prepared in good faith and in accordance with the Agreed Accounting Principles, and (C) sets forth, in reasonable detail, the Capital and Surplus as of December 31, 2014, after adjustment to reflect (x) the contemplated Transfer of the Transferred Assets from Sellers to the Targets pursuant to Section 2(b)(i) and (y) all other transactions contemplated hereby and by the Ancillary Agreements to occur on or prior to the Closing Date, other than the capital contributions required by Section 2(h), as if the Closing Date and all such Transfers occurred on December 31, 2014. (iv) Section 4(g)(iii) of the Sellers Disclosure Schedule sets forth a true and complete list of all accounting practices used by the Targets in connection with the Statutory Statements that depart from the National Association of Insurance Commissioners’ Accounting Practices and Procedures Manual (each such departure, a “Permitted Accounting Practice”). All Permitted Accounting Practices have been approved by the applicable Insurance Regulators in writing at or prior to the time used by the Targets in connection with the applicable Statutory Statement. Neither the Targets nor any Person acting on behalf of the Targets has ever sought such approval for a Permitted Accounting Practice that was either (i) not granted by the applicable Insurance Regulator or (ii) granted by the applicable Insurance Regulator but not used by the Targets in connection with the applicable Statutory Statement.

Statutory Statements. (ia) Sellers have delivered The Company has previously furnished to Buyer true, the Purchasers true and complete and correct copies of the following annual and quarterly statutory statements, in each case together with the all exhibits, schedules and notes thereto and any affirmations and certifications filed therewith (including any actuarial opinionscollectively, memorandums, affirmations or certifications) thereto: the "Statutory Statements"): (A) (xi) the annual statement of each Target Reinsurance Subsidiary as of and for the annual periods ended at December 31, 2014, 2013 and 2012, 31 in each case, as filed with the Insurance Regulator of the jurisdiction of domicile of such Targetyears ended 1998, 1999 and 2000 (y) the audited statutory financial statements of each Target as of and for the annual periods ended December 31, 2014, 2013 and 2012, in each case, as filed with the Insurance Regulator of the jurisdiction of domicile of such Target, "Annual Statements"); and (zii) the quarterly statement of each Target as of and PXRE Reinsurance Company for each the quarterly period ended since December 31September 30, 2014 that have been filed with 2001 (the Insurance Regulator of the jurisdiction of domicile of such Target on or prior to the date of this Agreement, and (B) as and when available, each annual statement, audited statutory financial statement and quarterly statement of each Target filed with the Insurance Regulator of the jurisdiction of domicile of such Target on or after the date of this Agreement and on or prior to the Closing Date (collectively, the “Statutory "Quarterly Statements”"). (b) Except as set forth on Schedule 3.24, the Statutory Statements (i) present fairly the statutory financial condition of each Reinsurance Subsidiary for the periods therein specified, (ii) Each Statutory Statement were prepared in conformity with SAP, except as expressly set forth within the subject financial statements and (Aiii) was derived from were correct in all material respects when filed, and is consistent there were no material omissions therefrom. To the extent filed prior to the Closing, the Annual Statements for the year ending December 31, 2001 and Quarterly Statements for quarters ending after September 30, 2001 for each Reinsurance Subsidiary, when filed with the Books and Records insurance regulatory authority of the applicable Targetjurisdiction of organization, (B) was will present fairly the financial condition of such Reinsurance Subsidiary as at the dates indicated and the statutory results of operations of such Reinsurance Subsidiary for the periods specified therein, will be prepared in accordance conformity with all applicable Laws and SAP, (C) was timely filed with or submitted to the applicable Insurance Regulator on forms prescribed or permitted by such Insurance Regulator, (D) was prepared in compliance with the internal controls procedures of the applicable Target, and (E) fairly presents, will be correct in all material respectsrespects and there will be no material omissions therefrom. The Statutory Statements were (or, in accordance with SAP, the statutory financial position, results of operations, assets, liabilities, capital and surplus, changes in statutory surplus and cash flows of the applicable Target at the date of, and for the periods referred to in, such statement. No material deficiencies have been asserted in writing by any Governmental Authority with respect to any Statutory Statement which has not been curedStatements filed after the date hereof, waived, or otherwise resolved to the material satisfaction of the Governmental Authority. (iiiwill be) Section 4(g)(iii) of the Sellers Disclosure Schedule sets forth an unaudited pro forma combined balance sheet and statement of income of each of the Targets as of December 31, 2014 which (A) was derived compiled from and consistent are (or, with respect to Statutory Statements filed after the Books and Recordsdate hereof, (Bwill be) was prepared in good faith and in accordance with the Agreed Accounting Principles, books and (C) sets forth, in reasonable detail, the Capital and Surplus as of December 31, 2014, after adjustment to reflect (x) the contemplated Transfer records of the Transferred Assets from Sellers to the Targets pursuant to Section 2(b)(i) and (y) all other transactions contemplated hereby and by the Ancillary Agreements to occur on or prior to the Closing Date, other than the capital contributions required by Section 2(h), as if the Closing Date and all such Transfers occurred on December 31, 2014Reinsurance Subsidiaries. (iv) Section 4(g)(iii) of the Sellers Disclosure Schedule sets forth a true and complete list of all accounting practices used by the Targets in connection with the Statutory Statements that depart from the National Association of Insurance Commissioners’ Accounting Practices and Procedures Manual (each such departure, a “Permitted Accounting Practice”). All Permitted Accounting Practices have been approved by the applicable Insurance Regulators in writing at or prior to the time used by the Targets in connection with the applicable Statutory Statement. Neither the Targets nor any Person acting on behalf of the Targets has ever sought such approval for a Permitted Accounting Practice that was either (i) not granted by the applicable Insurance Regulator or (ii) granted by the applicable Insurance Regulator but not used by the Targets in connection with the applicable Statutory Statement.

Statutory Statements. (i) Sellers have Seller has delivered to Buyer true, correct and complete and correct copies of (i) the following annual Annual Statements of the Company as filed with the Delaware Insurance Department for the years ended December 31, 1997, 1998 and 1999 and (ii) the Quarterly Statement of the Company as filed with the Delaware Insurance Department for the quarterly statutory statementsperiod ended March 31, 2000, in each case together with the including all exhibits, interrogatories, schedules and notes (including any actuarial opinions, memorandums, affirmations or certifications) thereto: (A) (x) the annual statement of each Target as of and for the annual periods ended December 31, 2014, 2013 and 2012, certifications or other supporting documents filed in each case, as filed with the Insurance Regulator of the jurisdiction of domicile of such Target, (y) the audited statutory financial statements of each Target as of and for the annual periods ended December 31, 2014, 2013 and 2012, in each case, as filed with the Insurance Regulator of the jurisdiction of domicile of such Target, and (z) the quarterly statement of each Target as of and for each quarterly period ended since December 31, 2014 that have been filed with the Insurance Regulator of the jurisdiction of domicile of such Target on or prior to the date of this Agreement, and (B) as and when available, each annual statement, audited statutory financial statement and quarterly statement of each Target filed with the Insurance Regulator of the jurisdiction of domicile of such Target on or after the date of this Agreement and on or prior to the Closing Date connection therewith (collectively, the “"Statutory Statements”"). (ii) Each . The Statutory Statement (A) was derived from and is consistent with the Books and Records of the applicable Target, (B) was Statements were prepared in accordance conformity in all material respects with all applicable Laws and SAP, (C) was timely filed with or submitted to the applicable Insurance Regulator on forms SAP prescribed or permitted by such the Delaware Insurance Regulator, (D) was prepared in compliance with the internal controls procedures of the applicable Target, Department and (E) present fairly presents, in all material respects, in accordance with SAP, respects the statutory financial position, position of the Company as at the respective dates thereof and the results of operations, assets, liabilities, capital and surplus, changes in statutory surplus and cash flows operations of the Company for the respective periods then ended. The Statutory Statements complied in all material respects with all applicable Target at the date ofLaws, rules and regulations when filed, and for the periods referred to in, such statement. No no material deficiencies have deficiency has been asserted in writing by any Governmental Authority with respect to any Statutory Statement which has not been cured, waived, or otherwise resolved to the material satisfaction of the Statements by any Governmental Authority. (iii) Section 4(g)(iii) . As of the Sellers Disclosure Schedule sets forth an unaudited pro forma combined balance sheet and statement of income of each of the Targets as of December 31, 2014 which (A) was derived from and consistent with the Books and Records, (B) was prepared in good faith and in accordance with the Agreed Accounting Principles, and (C) sets forth, in reasonable detail, the Capital and Surplus as of December 31, 2014, after adjustment to reflect (x) the contemplated Transfer of the Transferred Assets from Sellers to the Targets pursuant to Section 2(b)(i) and (y) all other transactions contemplated hereby and by the Ancillary Agreements to occur on or prior to the Closing Date, other than the capital contributions required Quarterly Statements delivered to Buyer pursuant to Section 6.20 shall have been prepared in conformity in all material respects with SAP prescribed or permitted by Section 2(h), as if the Closing Date Delaware Insurance Department and shall present fairly in all such Transfers occurred on December 31, 2014. (iv) Section 4(g)(iii) material respects the statutory financial position of the Sellers Disclosure Schedule sets forth a true Company as at the respective dates thereof and complete list the results of operations of the Company for the respective periods then ended and shall comply in all accounting practices used by the Targets in connection material respects with the Statutory Statements that depart from the National Association of Insurance Commissioners’ Accounting Practices all applicable Laws, rules and Procedures Manual (each such departureregulations when filed, a “Permitted Accounting Practice”). All Permitted Accounting Practices and no material deficiency shall have been approved asserted with respect to any such Quarterly Statements by the applicable Insurance Regulators in writing at or prior to the time used by the Targets in connection with the applicable Statutory Statement. Neither the Targets nor any Person acting on behalf of the Targets has ever sought such approval for a Permitted Accounting Practice that was either (i) not granted by the applicable Insurance Regulator or (ii) granted by the applicable Insurance Regulator but not used by the Targets in connection with the applicable Statutory StatementGovernmental Authority.

Statutory Statements. (ia) Sellers have delivered Except for any failure to Buyer true, complete and correct copies file or submit the same that has been cured or resolved to the satisfaction of the following applicable insurance regulator, since December 31, 2018, each of the Insurance Companies has filed or submitted all annual and quarterly statutory financial statements, in each case together with the all exhibits, schedules and notes (including any interrogatories, notes, schedules, actuarial opinions, memorandums, affirmations or and certifications) thereto: (A) (x) the annual statement of each Target as of and for the annual periods ended December 31, 2014, 2013 and 2012, in each case, as required by applicable insurance law to be filed with or submitted to the Insurance Regulator appropriate insurance regulator of each jurisdiction in which it is licensed, authorized or otherwise eligible with respect to the conduct of the jurisdiction business of domicile of such Target, (y) the audited statutory financial statements of each Target as of and for the annual periods ended December 31, 2014, 2013 and 2012, in each case, as filed with the Insurance Regulator of the jurisdiction of domicile of such Target, and (z) the quarterly statement of each Target as of and for each quarterly period ended since December 31, 2014 that have been filed with the Insurance Regulator of the jurisdiction of domicile of such Target on or prior to the date of this Agreement, and (B) as and when available, each annual statement, audited statutory financial statement and quarterly statement of each Target filed with the Insurance Regulator of the jurisdiction of domicile of such Target on or after the date of this Agreement and on or prior to the Closing Date insurance (collectively, the “Statutory Statements”). (iib) Each Statutory Statement (A) was derived from The Company has made available to Acquiror, to the extent permitted by applicable Law and is consistent to the extent required to be filed with the Books and Records applicable insurance regulator on or prior to the date of this Agreement, copies of all material Statutory Statements of each of the Insurance Companies as of December 31, 2018, December 31, 2019 and December 31, 2020, and for the annual periods then ended, each in the form filed with the applicable Targetinsurance regulator. The financial statements included in the Statutory Statements of the Insurance Companies as of December 31, (B) was 2018 and December 31, 2019, and for the annual periods then ended, were prepared in accordance with all applicable Laws and SAP, (C) was timely filed with or submitted to Applicable SAP applied on a consistent basis for the applicable Insurance Regulator on forms prescribed or permitted by such Insurance Regulator, (D) was prepared in compliance with the internal controls procedures of the applicable Target, period and (E) fairly presents, present in all material respects, in accordance with SAP, respects the statutory financial position, position of the relevant Insurance Company as of the respective dates thereof and the results of operations, assets, liabilities, operations and changes in capital and surplus, changes in statutory surplus and cash flows flow (or shareholders’ equity, as applicable) of the applicable Target at the date of, and such Insurance Company for the respective periods referred to in, such statementthen ended. No Each Statutory Statement complied in all material deficiencies have respects with all applicable insurance laws when filed or submitted and no material violation or deficiency has been asserted in writing by any Governmental Authority insurance regulator with respect to any of such Statutory Statement which Statements that has not been cured, waived, cured or otherwise resolved to the material satisfaction of the Governmental Authority. (iii) Section 4(g)(iii) of the Sellers Disclosure Schedule sets forth an unaudited pro forma combined balance sheet and statement of income of each of the Targets as of December 31, 2014 which (A) was derived from and consistent with the Books and Records, (B) was prepared in good faith and such insurance regulator. Each Statutory Statement contains allowances for reserves determined in accordance with the Agreed Accounting Principles, applicable statutory and (C) sets forth, in reasonable detail, the Capital and Surplus as of December 31, 2014, after adjustment to reflect (x) the contemplated Transfer of the Transferred Assets from Sellers to the Targets pursuant to Section 2(b)(i) and (y) all other transactions contemplated hereby and by the Ancillary Agreements to occur on or prior to the Closing Date, other than the capital contributions required by Section 2(h), as if the Closing Date and all such Transfers occurred on December 31, 2014actuarial standards. (iv) Section 4(g)(iii) of the Sellers Disclosure Schedule sets forth a true and complete list of all accounting practices used by the Targets in connection with the Statutory Statements that depart from the National Association of Insurance Commissioners’ Accounting Practices and Procedures Manual (each such departure, a “Permitted Accounting Practice”). All Permitted Accounting Practices have been approved by the applicable Insurance Regulators in writing at or prior to the time used by the Targets in connection with the applicable Statutory Statement. Neither the Targets nor any Person acting on behalf of the Targets has ever sought such approval for a Permitted Accounting Practice that was either (i) not granted by the applicable Insurance Regulator or (ii) granted by the applicable Insurance Regulator but not used by the Targets in connection with the applicable Statutory Statement.

Statutory Statements. (ia) Sellers have delivered Seller has previously furnished to Buyer true, true and complete and correct copies of the following annual Annual Statements of the Company for the years ended December 31, 1992, 1993 and quarterly statutory statements1994, in each case together with the exhibits, schedules and notes (including thereto and any actuarial opinions, memorandums, affirmations or certifications) thereto: (A) (x) the annual statement of each Target as of and for the annual periods ended December 31, 2014, 2013 and 2012, in each casecertifications filed therewith, as filed with the Michigan Insurance Regulator Bureau (each, an "Annual Statement"). Except as specified therein or in Schedule 3.9, 3.10 or 3.11, each Annual Statement complied in all material respects with all Applicable Laws when so filed, and no material deficiencies have been asserted by any Governmental Authority or are otherwise known by Seller with respect thereto. Except as specified therein or, with respect to the 1994 Annual Statement, as set forth in Schedule 3.9 hereto, each Annual Statement was prepared in accordance with SAP, applied on a consistent basis, and presents fairly in all material respects the statutory financial condition of the jurisdiction Company as of, and the statutory results of domicile of such Target, (y) the audited statutory financial statements of each Target as of its operations and changes in capital and surplus and cash flow for the annual periods ended year ended, December 31, 20141992, 2013 1993 or 1994, as appropriate. (b) Seller has previously furnished to Buyer true and 2012complete copies of the Quarterly Statements of the Company for the three months ended March 31, in each case1995 and June 30, 1995, respectively, together with the exhibits, schedules and notes thereto and any affirmations and certifications filed therewith, as filed with the Michigan Insurance Regulator of Bureau (each a "Quarterly Statement"; the jurisdiction of domicile of such TargetAnnual Statements together with the Quarterly Statements are referred to collectively as the "SAP Statements"). Except as specified therein or in Schedule 3.9, 3.10 or 3.11, each Quarterly Statement complied in all material respects with all Applicable Laws when so filed, and (z) the quarterly statement of each Target as of and for each quarterly period ended since December 31, 2014 that no material deficiencies have been filed asserted by any Governmental Authority or are otherwise known by Seller with the Insurance Regulator of the jurisdiction of domicile of such Target on respect thereto. Except as specified therein or prior to the date of this Agreement, and (B) as and when availableset forth in Schedule 3.9 hereto, each annual statement, audited statutory financial statement and quarterly statement of each Target filed with the Insurance Regulator of the jurisdiction of domicile of such Target on or after the date of this Agreement and on or prior to the Closing Date (collectively, the “Statutory Statements”). (ii) Each Statutory Quarterly Statement (A) was derived from and is consistent with the Books and Records of the applicable Target, (B) was prepared in accordance with all applicable Laws and SAP, (C) was timely filed with or submitted to the applicable Insurance Regulator applied on forms prescribed or permitted by such Insurance Regulator, (D) was prepared in compliance with the internal controls procedures of the applicable Targeta consistent basis, and (E) presents fairly presents, in all material respects, in accordance with SAP, respects the statutory financial position, condition of the Company as of the end of the period to which it relates and the statutory results of operations, assets, liabilities, its operations and changes in capital and surplus, changes in statutory surplus and cash flows of the applicable Target at the date of, and flow for the periods referred to in, such statement. No material deficiencies have been asserted in writing by any Governmental Authority with respect to any Statutory Statement which has not been cured, waived, or otherwise resolved to the material satisfaction of the Governmental Authorityperiod then ended. (iiic) Section 4(g)(iiiSchedule 3.9(c) hereto sets forth pro forma financial information presenting the pro forma effect, on a GAAP, SAP and tax basis, of the Sellers Disclosure Schedule sets forth an unaudited transfer of the Company's Non-Annuity Business as contemplated by Section 5.11 hereof, in each case as if such transfer had occurred at June 30, 1995. Such pro forma combined balance sheet and statement of income of each of the Targets as of December 31, 2014 which (A) was derived from and consistent with the Books and Records, (B) financial information was prepared in good faith by the Company on the basis of the relevant June 30, 1995 Unaudited Financial Statements and in accordance with the Agreed Accounting PrinciplesQuarterly Statements, as applicable, and (C) sets forthto the best of the Company's knowledge is based on reasonable assumptions regarding, in reasonable detailand gives appropriate effect at June 30, 1995 to, the Capital transactions described in Section 5.11 and Surplus as of December 31, 2014, after adjustment to reflect (x) the contemplated Transfer of the Transferred Assets from Sellers to the Targets pursuant to Section 2(b)(i) and (y) all other transactions contemplated hereby and by the Ancillary Agreements to occur on or prior to the Closing Date, other than the capital contributions required by Section 2(h), as if the Closing Date and all such Transfers occurred on December 31, 2014Annex 5.11 hereof. (iv) Section 4(g)(iii) of the Sellers Disclosure Schedule sets forth a true and complete list of all accounting practices used by the Targets in connection with the Statutory Statements that depart from the National Association of Insurance Commissioners’ Accounting Practices and Procedures Manual (each such departure, a “Permitted Accounting Practice”). All Permitted Accounting Practices have been approved by the applicable Insurance Regulators in writing at or prior to the time used by the Targets in connection with the applicable Statutory Statement. Neither the Targets nor any Person acting on behalf of the Targets has ever sought such approval for a Permitted Accounting Practice that was either (i) not granted by the applicable Insurance Regulator or (ii) granted by the applicable Insurance Regulator but not used by the Targets in connection with the applicable Statutory Statement.