Common use of Statutory Statements Clause in Contracts

Statutory Statements. (a) Since December 31, 2019, the Company has filed all statutory annual and quarterly statements, together with all exhibits, interrogatories, notes, returns and schedules thereto and any actuarial opinions, affirmations or certifications or other supporting documents in connection therewith, in each case required by Applicable Law to be filed by the Company, as applicable, with the Insurance Regulatory Authority of the State of Connecticut on forms prescribed or permitted thereby (collectively, the “Statutory Statements”). As of its respective filing date, and, if amended, as of the date of the last amendment prior to the date of this Agreement, each such filing complied with Applicable Law in all material respects. (b) Seller has delivered to Buyer a true, correct and complete copy of the annual Statutory Statements for the Company for the years ended December 31, 2020 and December 31, 2019 and the quarterly Statutory Statements for the Company for the quarters ended March 31, 2021 and June 30, 2021. Seller will deliver to Buyer true, correct and complete copies of the quarterly Statutory Statements of the Company for all quarters ending on or after June 30, 2021 and prior to the Closing Date. (c) The Statutory Statements each present (or will present) fairly, in all material respects, the statutory financial condition of the Company at the respective dates thereof, and the statutory results of operations for the periods then ended in accordance with SAP with respect to the Company on a consistent basis throughout the periods indicated and consistent with each other, except as otherwise specifically noted therein. Further, the exhibits and schedules included in the Statutory Statements are fairly stated in all material respects in relation to the Company. Each Statutory Statement complied (or will comply) in all material respects with Applicable Law when so filed. Since December 31, 2019, neither the Company nor Seller has received a notice of deficiencies from any Insurance Regulatory Authority with respect to the Statutory Statements which has not been resolved or withdrawn, and to the Knowledge of Seller, no Insurance Regulatory Authority has threatened to send a notice of deficiencies with respect to any Statutory Statement. True and complete copies of all financial examination reports, market conduct reports and other examination reports of the Connecticut Insurance Department issued or otherwise delivered to the Company for the years ending on or after December 31, 2019 have been made available or furnished to Buyer prior to the date of this Agreement. (d) All reserves and other provisions made for claims, benefits and any other Liabilities, whether reported or incurred but not reported, as established or reflected on the Statutory Statements were determined in all material respects in accordance with generally accepted actuarial standards consistently applied, were based on actuarial assumptions that were in accordance with those called for in relevant policy and contract provisions, are fairly stated in accordance with sound actuarial principles, determined in accordance with the provisions of the Company’s Policies, and are in compliance with the requirements of SAP and Applicable Law; provided, however, that in no event shall this Section 4.4(d) or any other provision of this Agreement constitute or be deemed to constitute a guaranty, warranty or other representation as to the adequacy or sufficiency of the reserves as provided in any balance sheet or other financial statement. (e) The Company has designed and maintained systems of internal accounting controls sufficient to provide reasonable assurances that, in all material respects, (i) all transactions are executed in accordance with management’s general or specific authorization, (ii) all transactions are recorded as necessary to permit the preparation of financial statements in conformity with SAP, (iii) access to their Assets and Properties is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for items is compared with the actual levels at reasonable intervals and appropriate action is taken with respect to any differences.

Statutory Statements. (a) Since Except for any failure to file or submit the same that has been cured or resolved to the satisfaction of the applicable insurance regulator, since December 31, 20192018, the Insurance Company has filed or submitted all statutory annual and quarterly statutory financial statements, together with all exhibits, interrogatories, notes, returns and schedules thereto and any schedules, actuarial opinions, affirmations or certifications or other supporting documents in connection therewithand certifications, in each case case, required by Applicable Law applicable insurance law to be filed by with or submitted to the Companyappropriate insurance regulator of each jurisdiction in which it is licensed, as applicable, authorized or otherwise eligible with respect to the Insurance Regulatory Authority conduct of the State business of Connecticut on forms prescribed or permitted thereby insurance (collectively, the “Statutory Statements”). As of its respective filing date, andexcept for such failures to file all exhibits, if amendedinterrogatories, as of notes, schedules, actuarial opinions, affirmations and certificates that would not, individually or in the date of aggregate, reasonably be likely to have a Company Material Adverse Effect. (b) The Company has made available to SPAC, to the last amendment extent permitted by applicable Law and to the extent required to be filed with the applicable insurance regulator on or prior to the date of this Agreement, each such filing complied with Applicable Law in copies of all material respects. (b) Seller has delivered to Buyer a true, correct and complete copy Statutory Statements of the annual Statutory Statements for the Insurance Company for the years ended December 31, 2020 and as of December 31, 2019 and the quarterly Statutory Statements December 31, 2020, for the Company for the quarters ended March 31, 2021 and June 30, 2021. Seller will deliver to Buyer true, correct and complete copies of the quarterly Statutory Statements of the Company for all quarters ending on or after June 30, 2021 and prior to the Closing Date. (c) The Statutory Statements each present (or will present) fairly, in all material respects, the statutory financial condition of the Company at the respective dates thereof, and the statutory results of operations for the annual periods then ended ended, each in accordance the form filed with SAP with respect to the Company on a consistent basis throughout the periods indicated and consistent with each other, except as otherwise specifically noted thereinapplicable insurance regulator. Further, the exhibits and schedules The financial statements included in the Statutory Statements are of the Insurance Company as of December 31, 2019 and December 31, 2020, for the annual periods then ended, were prepared in accordance with Applicable SAP applied on a consistent basis for the applicable period and fairly stated present in all material respects the statutory financial position of the Insurance Company as of the respective dates thereof and the results of operations and changes in relation to capital and surplus and cash flow (or shareholders’ equity, as applicable) of the CompanyInsurance Company for the respective periods then ended. Each Statutory Statement complied (or will comply) in all material respects with Applicable Law all applicable insurance laws when so filed. Since December 31, 2019, neither the Company nor Seller filed or submitted and no material violation or deficiency has received a notice of deficiencies from been asserted in writing by any Insurance Regulatory Authority with respect to the Statutory Statements which has not been resolved or withdrawn, and to the Knowledge of Seller, no Insurance Regulatory Authority has threatened to send a notice of deficiencies insurance regulator with respect to any of such Statutory Statement. True and complete copies of all financial examination reports, market conduct reports and other examination reports of the Connecticut Insurance Department issued Statements that has not been cured or otherwise delivered resolved to the Company satisfaction of such insurance regulator. Each Statutory Statement contains allowances for the years ending on or after December 31, 2019 have been made available or furnished to Buyer prior to the date of this Agreement. (d) All reserves and other provisions made for claims, benefits and any other Liabilities, whether reported or incurred but not reported, as established or reflected on the Statutory Statements were determined in all material respects in accordance with generally accepted actuarial standards consistently applied, were based on actuarial assumptions that were in accordance with those called for in relevant policy and contract provisions, are fairly stated in accordance with sound actuarial principles, determined in accordance with the provisions of the Company’s Policies, applicable statutory and are in compliance with the requirements of SAP and Applicable Law; provided, however, that in no event shall this Section 4.4(d) or any other provision of this Agreement constitute or be deemed to constitute a guaranty, warranty or other representation as to the adequacy or sufficiency of the reserves as provided in any balance sheet or other financial statementactuarial standards. (e) The Company has designed and maintained systems of internal accounting controls sufficient to provide reasonable assurances that, in all material respects, (i) all transactions are executed in accordance with management’s general or specific authorization, (ii) all transactions are recorded as necessary to permit the preparation of financial statements in conformity with SAP, (iii) access to their Assets and Properties is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for items is compared with the actual levels at reasonable intervals and appropriate action is taken with respect to any differences.

Statutory Statements. (a) Since December 31, 2019, the Company has filed all statutory annual There have been made available to Agent and quarterly statements, together with all exhibits, interrogatories, notes, returns and schedules thereto and any actuarial opinions, affirmations or certifications or other supporting documents in connection therewith, in each case required by Applicable Law to be filed by the Company, as applicable, with the Insurance Regulatory Authority of the State of Connecticut on forms prescribed or permitted thereby (collectively, the “Statutory Statements”). As of its respective filing date, and, if amended, as of the date of the last amendment prior to the date of this Agreement, each such filing complied with Applicable Law in all material respects. (b) Seller has delivered to Buyer a true, correct and complete copy of the annual Statutory Statements for the Company for the years ended December 31, 2020 and December 31, 2019 and the quarterly Statutory Statements for the Company for the quarters ended March 31, 2021 and June 30, 2021. Seller will deliver to Buyer Lenders true, correct and complete copies of the statutory quarterly Statutory Statements of and annual financial statements filed with each Regulatory Authority for the Company for all quarters ending on or after June 30year ended December 31, 2021 and prior 20224 (to the Closing Dateextent required to be filed with each Regulatory Authority), together with the actuarial opinion accompanying such financial statements (collectively with any other statutory financial statements hereinafter delivered, the “Statutory Statements”). (cb) The Statutory Statements each present (or will present) fairly, in all material respects, the statutory financial condition of the Company at the respective dates thereof, and the statutory results of operations for the periods then ended in accordance with SAP with respect to the Company on a consistent basis throughout the periods indicated and consistent with each other, except as otherwise specifically noted therein. Further, the exhibits and schedules included in the Statutory Statements are fairly stated in all material respects in relation to the Company. Each Statutory Statement complied (or and will comply) in all material respects with Applicable Law all applicable laws when so filed. Since December 31filed or produced or provided to Agent and Lenders, 2019, neither the Company nor Seller has received a notice of and no deficiencies from any Insurance Regulatory Authority have been asserted with respect to the such Statutory Statements which has not been resolved or withdrawnby each Regulatory Authority. The statements of admitted assets, liability and surplus, income and cash flow contained in each such Statutory Statement, were (and will be) prepared in accordance with GAAP, consistently applied except as disclosed in the footnotes thereto, and to fairly present in all material respects the Knowledge of Seller, no Insurance Regulatory Authority has threatened to send a notice of deficiencies with respect to any Statutory Statement. True and complete copies of all financial examination reports, market conduct reports and other examination reports condition as of the Connecticut respective dates thereof, and the results of operations and cash flow for and during the respective periods covered thereby, of the applicable Regulated Insurance Department issued or otherwise delivered to the Company for the years ending on or after December 31, 2019 have been made available or furnished to Buyer prior to the date of this AgreementCompany. (dc) All material direct and assumed, assigned, ceded or retroceded reserves and other provisions made for losses, claims, benefits benefits, damages, loss adjustment expenses and any other Liabilitiesliability, whether reported or incurred but not reported, with respect to insurance written or assumed by a Regulated Insurance Company as established or reflected on in the Statutory Statements (i) were determined in all material respects or will be computed in accordance with generally commonly accepted actuarial standards consistently appliedapplied in all material respects, were based on (ii) and, in all material respects, are or will be fairly stated in accordance with sound actuarial assumptions principles that were are in accordance with those called for by the provisions of the related insurance contracts and in relevant policy the related reinsurance, coinsurance, and contract provisionsother Reinsurance Agreements of a Regulated Insurance Company, are which meet the requirements of the insurance laws and regulations of its state of domicile and of the states in which such insurance contracts were ceded, retroceded, assumed, assigned, issued or delivered, and (iii) meet or will meet the requirements of GAAP. All such reserves and related actuarial 145787955v2145787955v9 items held in support of the insurance contracts written or assumed by a Regulated Insurance Company, when considered in light of the assets held with respect to the reserves and related actuarial items, will make good, sufficient and adequate provision (under Accepted Actuarial Standards of Practice consistently applied and fairly stated in accordance with sound actuarial principles) to cover the total amount of all reasonably anticipated loss adjustment expenses and other liabilities of such Regulated Insurance Company under all insurance contracts under which such Regulated Insurance Company has or will have any liability (including, determined in accordance with the provisions without limitation, any liability arising under or as a result of the Company’s Policiesany reinsurance, and are in compliance with the requirements of SAP and Applicable Law; providedcoinsurance, however, that in no event shall this Section 4.4(d) or any other provision of this Agreement constitute or be deemed to constitute a guaranty, warranty or other representation Reinsurance Agreement) on the respective dates of such Statutory Statements. Each Regulated Insurance Company owns assets that qualify as legal reserve assets under applicable insurance laws in an amount at least equal to the adequacy or sufficiency of the reserves as provided in any balance sheet or other financial statementall such required reserves. (ed) The Each Regulated Insurance Company has designed maintains accurate books and maintained systems of records reflecting its assets and liabilities and maintains proper and adequate internal accounting controls sufficient to over financial reporting which provide reasonable assurances that, in all material respects, assurance that (i) all material transactions are executed in accordance with management’s general or specific authorization, ; (ii) all transactions are recorded as necessary to permit the preparation of the financial statements in conformity with SAP, of such Regulated Insurance Company and to maintain accountability for its assets; (iii) access to their Assets and Properties assets is permitted only in accordance with management’s general or specific authorization, and ; (iv) the recorded accountability for items reporting of assets is compared with existing assets at regular intervals; and (v) accounts, notes and other receivables and inventory are recorded accurately, and proper and adequate procedures are implemented to effect the actual levels at reasonable intervals collection thereof on a current and appropriate action is taken with respect timely basis. Neither the auditors nor the board of directors or audit committee of any Regulated Insurance Company or any of its corporate parents have been advised of: (x) any significant deficiencies or material weaknesses in the design or operation of the internal controls over financial reporting of a Regulated Insurance Company which would reasonably be expected to adversely affect its ability to record, process, summarize and report financial data, or (y) any differencesfraud, whether or not material, that involves management or other employees who have a role in the internal controls over financial reporting of a Regulated Insurance Company.

Statutory Statements. (a) Since December 31, 2019, the Company has filed all statutory annual There have been made available to Agent and quarterly statements, together with all exhibits, interrogatories, notes, returns and schedules thereto and any actuarial opinions, affirmations or certifications or other supporting documents in connection therewith, in each case required by Applicable Law to be filed by the Company, as applicable, with the Insurance Regulatory Authority of the State of Connecticut on forms prescribed or permitted thereby (collectively, the “Statutory Statements”). As of its respective filing date, and, if amended, as of the date of the last amendment prior to the date of this Agreement, each such filing complied with Applicable Law in all material respects. (b) Seller has delivered to Buyer a true, correct and complete copy of the annual Statutory Statements for the Company for the years ended December 31, 2020 and December 31, 2019 and the quarterly Statutory Statements for the Company for the quarters ended March 31, 2021 and June 30, 2021. Seller will deliver to Buyer Lenders true, correct and complete copies of the statutory quarterly Statutory Statements of and annual financial statements filed with each Regulatory Authority for the Company for all quarters ending on or after June 30year ended December 31, 2021 and prior 2022 (to the Closing Dateextent required to be filed with each Regulatory Authority), together with the actuarial opinion accompanying such financial statements (collectively with any other statutory financial statements hereinafter delivered, the “Statutory Statements”). (cb) The Statutory Statements each present (or will present) fairly, in all material respects, the statutory financial condition of the Company at the respective dates thereof, and the statutory results of operations for the periods then ended in accordance with SAP with respect to the Company on a consistent basis throughout the periods indicated and consistent with each other, except as otherwise specifically noted therein. Further, the exhibits and schedules included in the Statutory Statements are fairly stated in all material respects in relation to the Company. Each Statutory Statement complied (or and will comply) in all material respects with Applicable Law all applicable laws when so filed. Since December 31filed or produced or provided to Agent and Lenders, 2019, neither the Company nor Seller has received a notice of and no deficiencies from any Insurance Regulatory Authority have been asserted with respect to the such Statutory Statements which has not been resolved or withdrawnby each Regulatory Authority. The statements of admitted assets, liability and surplus, income and cash flow contained in each such Statutory Statement, were (and will be) prepared in accordance with GAAP, consistently applied except as disclosed in the footnotes thereto, and to fairly present in all material respects the Knowledge of Seller, no Insurance Regulatory Authority has threatened to send a notice of deficiencies with respect to any Statutory Statement. True and complete copies of all financial examination reports, market conduct reports and other examination reports condition as of the Connecticut respective dates thereof, and the results of operations and cash flow for and during the respective periods covered thereby, of the applicable Regulated Insurance Department issued or otherwise delivered to the Company for the years ending on or after December 31, 2019 have been made available or furnished to Buyer prior to the date of this AgreementCompany. (dc) All material direct and assumed, assigned, ceded or retroceded reserves and other provisions made for losses, claims, benefits benefits, damages, loss adjustment expenses and any other Liabilitiesliability, whether reported or incurred but not reported, with respect to insurance written or assumed by a Regulated Insurance Company as established or reflected on in the Statutory Statements (i) were determined in all material respects or will be computed in accordance with generally commonly accepted actuarial standards consistently appliedapplied in all material respects, were based on (ii) and, in all material respects, are or will be fairly stated in accordance with sound actuarial assumptions principles that were are in accordance with those called for by the provisions of the related insurance contracts and in relevant policy the related reinsurance, coinsurance, and contract provisionsother Reinsurance Agreements of a Regulated Insurance Company, are which meet the requirements of the insurance laws and regulations of its state of domicile and of the states in which such insurance contracts were ceded, retroceded, assumed, assigned, issued or delivered, and (iii) meet or will meet the requirements of GAAP. All such reserves and related actuarial items held in support of the insurance contracts written or assumed by a Regulated Insurance Company, when considered in light of the assets held with respect to the reserves and related actuarial items, will make good, sufficient and adequate provision (under Accepted Actuarial Standards of Practice consistently applied and fairly stated in accordance with sound actuarial principles) to cover the total amount of all reasonably anticipated loss adjustment expenses and other liabilities of such Regulated Insurance Company under all insurance contracts under which such Regulated Insurance Company has or will have any liability (including, determined in accordance with the provisions without limitation, any liability arising under or as a result of the Company’s Policiesany reinsurance, and are in compliance with the requirements of SAP and Applicable Law; providedcoinsurance, however, that in no event shall this Section 4.4(d) or any other provision of this Agreement constitute or be deemed to constitute a guaranty, warranty or other representation Reinsurance Agreement) on the respective dates of such Statutory Statements. Each Regulated Insurance Company owns assets that qualify as legal reserve assets under applicable insurance laws in an amount at least equal to the adequacy or sufficiency of the reserves as provided in any balance sheet or other financial statement.all such required reserves. 38 (ed) The Each Regulated Insurance Company has designed maintains accurate books and maintained systems of records reflecting its assets and liabilities and maintains proper and adequate internal accounting controls sufficient to over financial reporting which provide reasonable assurances that, in all material respects, assurance that (i) all material transactions are executed in accordance with management’s general or specific authorization, ; (ii) all transactions are recorded as necessary to permit the preparation of the financial statements in conformity with SAP, of such Regulated Insurance Company and to maintain accountability for its assets; (iii) access to their Assets and Properties assets is permitted only in accordance with management’s general or specific authorization, and ; (iv) the recorded accountability for items reporting of assets is compared with existing assets at regular intervals; and (v) accounts, notes and other receivables and inventory are recorded accurately, and proper and adequate procedures are implemented to effect the actual levels at reasonable intervals collection thereof on a current and appropriate action is taken with respect timely basis. Neither the auditors nor the board of directors or audit committee of any Regulated Insurance Company or any of its corporate parents have been advised of: (x) any significant deficiencies or material weaknesses in the design or operation of the internal controls over financial reporting of a Regulated Insurance Company which would reasonably be expected to adversely affect its ability to record, process, summarize and report financial data, or (y) any differencesfraud, whether or not material, that involves management or other employees who have a role in the internal controls over financial reporting of a Regulated Insurance Company.