Common use of Agreements with Regulators Clause in Contracts

Agreements with Regulators. Except as required by Insurance Laws and the insurance and reinsurance licenses maintained by the Alleghany P/C Subsidiaries or as set forth in Section 3.26 of the 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 Alleghany or any 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 Alleghany nor any Alleghany P/C Subsidiary adopted any board resolution at the request of any Insurance Regulator, in each case, which (a) limit the ability of Alleghany or any Alleghany P/C Subsidiary to issue or enter into 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 Alleghany P/C Subsidiary; (c) in any manner relate to the ability of any Alleghany P/C Subsidiary to pay dividends; (d) require any investment of any Alleghany P/C Subsidiary to be treated as non-admitted assets (or the local equivalent); or (e) otherwise restrict the conduct of business of Alleghany or any 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: Agreement and Plan of Merger (Transatlantic Holdings Inc), Agreement and Plan of Merger (Alleghany Corp /De)

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Agreements with Regulators. Except as required by Insurance Laws of general applicability and the insurance and reinsurance licenses Permits maintained by the Alleghany 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 3.26 of the Alleghany 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 Alleghany Parent or any Alleghany 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 Alleghany Parent nor any Alleghany 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 Alleghany Parent or any Alleghany P/C Subsidiary of its Insurance Subsidiaries to issue Policies or enter into Insurance Contracts, Alleghany 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 Alleghany P/C Subsidiary; , (c) in any manner relate to the ability of any Alleghany P/C Subsidiary of its Subsidiaries to pay dividends; , (d) require any investment of any Alleghany 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 Alleghany it or any Alleghany 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: Agreement and Plan of Merger (Fairfax Financial Holdings LTD/ Can), Agreement and Plan of Merger (Allied World Assurance Co Holdings, AG)

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