Agreements with Regulators. Except as required by Insurance Laws and the reinsurance licenses maintained by the Transatlantic P/C Subsidiaries or as set forth in Section 4.26 of the Transatlantic Disclosure Schedule, there are no written agreements, memoranda of understanding, commitment letters or similar undertakings binding on it or any of its subsidiaries or to which Transatlantic or any Transatlantic Subsidiary is a party, on the one hand, and any Insurance Regulator, on the other hand, or any Orders or directives by, or supervisory letters or cease-and-desist orders from, any Insurance Regulator, neither has Transatlantic nor any Transatlantic P/C Subsidiary adopted any board resolution at the request of any Insurance Regulator, in each case, which (a) limit the ability of Transatlantic or any Transatlantic P/C Subsidiary to issue or enter into Transatlantic Reinsurance Contracts or other material reinsurance or retrocession treaties or agreements, slips, binders, cover notes or other similar arrangements; (b) require any divestiture of any investment of any Transatlantic P/C Subsidiary; (c) in any manner relate to the ability of any Transatlantic P/C Subsidiary to pay dividends; (d) require any investment of any Transatlantic P/C Subsidiary to be treated as non-admitted assets (or the local equivalent); or (e) otherwise restrict the conduct of business of Transatlantic or any Transatlantic P/C Subsidiary, nor has it been advised in writing by any Insurance Regulator that it is contemplating any such undertakings.
Appears in 2 contracts
Samples: Merger Agreement (Transatlantic Holdings Inc), Merger Agreement (Alleghany Corp /De)
Agreements with Regulators. Except as required by Insurance Laws of general applicability and the reinsurance licenses insurance Permits maintained by the Transatlantic P/C Insurance Subsidiaries of Parent or as set forth does not have and would not reasonably be expected to have, individually or in Section 4.26 of the Transatlantic Disclosure Scheduleaggregate, a Material Adverse Effect on Parent, there are no written agreements, memoranda of understanding, commitment letters or similar undertakings binding on it Parent or any of its subsidiaries Subsidiaries or to which Transatlantic Parent or any Transatlantic Subsidiary of its Subsidiaries is a party, on the one hand, and any Insurance RegulatorGovernmental Entity is a party or addressee, on the other hand, or any Orders or directives by, or supervisory letters or cease-and-desist orders from, any Insurance RegulatorGovernmental Entity, neither nor has Transatlantic Parent nor any Transatlantic P/C Subsidiary of its Subsidiaries adopted any board resolution at the request of any Insurance RegulatorGovernmental Entity, in each casecase specifically with respect to Parent or any of its Subsidiaries, which (a) limit the ability of Transatlantic Parent or any Transatlantic P/C Subsidiary of its Insurance Subsidiaries to issue Policies or enter into Transatlantic Reinsurance Contracts Agreements or other material reinsurance or retrocession treaties or agreementsagreement, slips, binders, cover notes or other similar arrangements; , (b) require any divestiture of any investment of any Transatlantic P/C Subsidiary; , (c) in any manner relate to the ability of any Transatlantic P/C Subsidiary of its Subsidiaries to pay dividends; , (d) require any investment of any Transatlantic P/C its Insurance Subsidiary to be treated as non-admitted assets (or the local equivalent); , or (e) otherwise restrict the conduct of business of Transatlantic it or any Transatlantic P/C Subsidiaryof its Subsidiaries, nor has it been advised in writing by any Insurance Regulator Governmental Entity that it is contemplating any such undertakings.
Appears in 2 contracts
Samples: Merger Agreement (Fairfax Financial Holdings LTD/ Can), Merger Agreement (Allied World Assurance Co Holdings, AG)
Agreements with Regulators. Except as required by Insurance Laws and the insurance and reinsurance licenses maintained by the Transatlantic Alleghany P/C Subsidiaries or as set forth in Section 4.26 3.26 of the Transatlantic Alleghany Disclosure Schedule, there are no written agreements, memoranda of understanding, commitment letters or similar undertakings binding on it or any of its subsidiaries or to which Transatlantic Alleghany or any Transatlantic Alleghany Subsidiary is a party, on the one hand, and any Insurance Regulator, on the other hand, or any Orders or directives by, or supervisory letters or cease-and-desist orders from, any Insurance Regulator, neither has Transatlantic Alleghany nor any Transatlantic Alleghany P/C Subsidiary adopted any board resolution at the request of any Insurance Regulator, in each case, which (a) limit the ability of Transatlantic Alleghany or any Transatlantic Alleghany P/C Subsidiary to issue or enter into Transatlantic Insurance Contracts, Alleghany Reinsurance Contracts or other material reinsurance or retrocession treaties or agreements, slips, binders, cover notes or other similar arrangements; (b) require any divestiture of any investment of any Transatlantic Alleghany P/C Subsidiary; (c) in any manner relate to the ability of any Transatlantic Alleghany P/C Subsidiary to pay dividends; (d) require any investment of any Transatlantic Alleghany P/C Subsidiary to be treated as non-admitted assets (or the local equivalent); or (e) otherwise restrict the conduct of business of Transatlantic Alleghany or any Transatlantic Alleghany P/C Subsidiary, nor has it been advised in writing by any Insurance Regulator that it is contemplating any such undertakings.
Appears in 2 contracts
Samples: Merger Agreement (Transatlantic Holdings Inc), Merger Agreement (Alleghany Corp /De)