Reinsurance Transactions Sample Clauses

Reinsurance Transactions. During the period from the date of this Agreement through the Closing Date, Seller shall, and shall cause the Company to, provide to Purchaser, Life Reinsurer and their respective Affiliates and Representatives such reasonable cooperation as is reasonably requested by Purchaser and such Affiliates and is necessary, proper or advisable in connection with the Reinsurance Transactions, including (1) taking such reasonable corporate actions requested by Purchaser or Life Reinsurer to permit the consummation of the Reinsurance Transactions; and (2) taking such other reasonable actions reasonably requested by Purchaser or Life Reinsurer to effect the foregoing and (3) subject to Section 5.5(d), taking all action necessary to obtain any approvals or authorizations of, and making any filings and registrations with, and notifications to, all Governmental Authorities required in connection with the Reinsurance Transactions; provided, that Seller shall not be required to compensate any Third Party, commence or participate in litigation or offer or grant any accommodation (financial or otherwise) to any Third Party to effect the foregoing.
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Reinsurance Transactions. The Company will not, and will not permit any of its Subsidiaries to, on or after the Amendment No. 6 Effective Date, enter into any Reinsurance Transaction, except for (a) Reinsurance Transactions that are entered into in the ordinary course of an Insurance Company's business and that are limited to and consist only of the ceding of risks that are in excess of such Insurance Company's retention limits and (b) the Reinsurance Transactions contemplated by the Original PennUnion Purchase Contract.
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Reinsurance Transactions. Schedule 3.31(a) lists each reinsurance agreement or arrangement pursuant to which the Company reinsures business (collectively, the "Reinsured Business") written by another company. Schedule 3.31(b) lists each reinsurance agreement or arrangement pursuant to which the Company cedes business written by the Company to any reinsurer (the "Ceded Business"). The Company is not a party to any reinsurance agreement or fronting arrangement not listed on Schedule 3.31(a) or 3.31(b). The Sellers have provided to Purchaser all reinsurance or fronting agreements relating to the Reinsured Business and the Ceded Business and all schedules, reconciliations and other records relating to the Reinsured Business and the Ceded Business, including, but not limited to, all information documenting the type of Reinsured Business and the Ceded Business, character of premiums, cash flow losses and underwriting results. Neither the Company nor any party to any reinsurance agreement listed on Schedule 3.31(a) or 3.31(b) is in default or violation of such reinsurance agreement. Schedule 3.31(c) lists each reinsurance agreement that will be terminated by the Company without cost or penalty on or before the Closing Date. Schedule 3.31(d) lists each new or surviving reinsurance agreement to be effective on and after the Closing Date.
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Reinsurance Transactions. The Company will not, and will not permit any of its Subsidiaries to enter into any Reinsurance Transaction, except for (a) Reinsurance Transactions that are entered into in the ordinary course of an Insurance Company's business and that are limited to and consist only of the ceding of risks that are in excess of such Insurance Company's retention limits and (b) the Reinsurance Transactions contemplated by the Swiss Re Sale Contract or the Waco Sale Contract.
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Reinsurance Transactions 
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Related to Reinsurance Transactions

  • Reinsurance Agreements Promptly, notice of any material change or modification to any Reinsurance Agreements or Surplus Relief Reinsurance Agreements whether entered into before or after the Closing Date including Reinsurance Agreements, if any, which were in a runoff mode on the Closing Date, which change or modification could have a Material Adverse Effect;

  • Reinsurance Reinsurance services including, but not limited to (i) agreement to reinsurance policy and/or contract wordings and endorsements to existing policies; (ii) processing of reinsurance policy cancellations, nonrenewals and endorsements and other amendatory addenda; (iii) collection of premiums due under reinsurance policies or contracts, audits and remittances; (iv) negotiation and purchase of reinsurance coverage; (v) administration of letters of credit and other arrangements for the provision of security; and (vi) administration of reinsurance contracts.

  • Insurance Contracts To the extent that any Welfare Plan is funded through the purchase of an insurance contract or is subject to any stop loss contract, the Parties shall cooperate and use their commercially reasonable efforts to replicate such insurance contracts for SpinCo or Parent as applicable (except to the extent that changes are required under applicable Law or filings by the respective insurers) and to maintain any pricing discounts or other preferential terms for both Parent and SpinCo for a reasonable term. Neither Party shall be liable for failure to obtain such insurance contracts, pricing discounts, or other preferential terms for the other Party. Each Party shall be responsible for any additional premiums, charges, or administrative fees that such Party may incur pursuant to this Section 7.06.

  • Closing Transactions On the terms and subject to the conditions set forth in this Agreement, the following transactions shall occur in the order set forth in this Section 2.1:

  • Adverse Transactions Enter into any transaction which materially and adversely affects the Collateral or its ability to repay the Obligations in full as and when due;

  • Insurance Matters Loan Trustee shall have received an insurance report of an independent insurance broker and the related certificates of insurance, each in form and substance reasonably satisfactory to Loan Trustee, as to the compliance with the terms of Section 7.06 of the Indenture relating to insurance with respect to the Aircraft.

  • Closing Date Transactions On the Closing Date, subject to the satisfaction of the terms and conditions herein:

  • Insurance Business All insurance policies issued by any Regulated Insurance Company are, to the extent required under applicable law, on forms approved by the insurance regulatory authorities of the jurisdictions where issued or have been filed with and not objected to by such authorities within the period for objection, except for those forms with respect to which a failure to obtain such approval or make such a filing without it being objected to, either individually or in the aggregate, has not had, and could not reasonably be expected to have, a Material Adverse Effect.

  • Fund Transactions The Advisor is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Fund. With respect to brokerage selection, the Advisor shall seek to obtain the best overall execution for fund transactions, which is a combination of price, quality of execution and other factors. The Advisor may, in its discretion, purchase and sell portfolio securities from and to brokers and dealers who provide the Advisor with brokerage, research, analysis, advice and similar services, and the Advisor may pay to these brokers and dealers, in return for such services, a higher commission or spread than may be charged by other brokers and dealers, provided that the Advisor determines in good faith that such commission is reasonable in terms either of that particular transaction or of the overall responsibility of the Advisor to the Fund and its other clients and that the total commission paid by the Fund will be reasonable in relation to the benefits to the Fund and its other clients over the long-term. The Advisor will promptly communicate to the officers and the trustees of the Trust such information relating to portfolio transactions as they may reasonably request.

  • Agency Cross Transactions From time to time, the Sub-Advisor or brokers or dealers affiliated with it may find themselves in a position to buy for certain of their brokerage clients (each an “Account”) securities which the Sub-Advisor’s investment advisory clients wish to sell, and to sell for certain of their brokerage clients securities which advisory clients wish to buy. Where one of the parties is an advisory client, the Advisor or the affiliated broker or dealer cannot participate in this type of transaction (known as a cross transaction) on behalf of an advisory client and retain commissions from both parties to the transaction without the advisory client’s consent. This is because in a situation where the Sub-Advisor is making the investment decision (as opposed to a brokerage client who makes his own investment decisions), and the Sub-Advisor or an affiliate is receiving commissions from one or both sides of the transaction, there is a potential conflicting division of loyalties and responsibilities on the Sub-Advisor’s part regarding the advisory client. The SEC has adopted a rule under the Advisers Act which permits the Sub-Advisor or its affiliates to participate on behalf of an Account in agency cross transactions if the advisory client has given written consent in advance. By execution of this Agreement, the Trust authorizes the Sub-Advisor or its affiliates to participate in agency cross transactions involving an Account. The Trust may revoke its consent at any time by written notice to the Sub-Advisor.

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