Ceded Reinsurance. The parties agree and acknowledge that the collectability of reinsurance under the Ceded Reinsurance Contracts shall be at the risk and for the account of the Reinsurer, and that the Reinsurer shall pay all Reinsured Liabilities pursuant to the Administrative Services Agreement without regard to whether or not any Ceded Reinsurance Recoveries are actually collected. From and after the Closing, the Ceding Company shall not amend, terminate, assign or commute any Ceded Reinsurance Contracts without the express written consent of the Reinsurer except to the extent required to comply with Applicable Law. For the avoidance of doubt, in the event of any commutation of any Ceded Reinsurance in accordance with the immediately preceding sentence, as of the effective time of such commutation, the commuted liabilities shall become part of the Reinsured Liabilities and shall be reinsured by the Reinsurer in accordance with the terms and conditions of this Agreement, and the Ceding Company shall promptly deliver to Reinsurer all reserve transfers and similar transfers, payments or settlements received by the Ceding Company in connection with such recapture. Subject to the Administrator’s obligations set forth in the Administrative Services Agreement, the Ceding Company agrees that it shall take any actions reasonably requested by the Reinsurer to maintain in full force and effect each of the Ceded Reinsurance Contracts to the extent such action is not an action contemplated to be taken by the Administrator under the Administrative Services Agreement. The Ceding Company shall not modify, amend or terminate any Ceded Reinsurance Contract or waive any of its rights under any Ceded Reinsurance Contract without the Reinsurer’s prior written consent or as required by Applicable Law and shall take such actions, at the expense and reasonable direction of the Reinsurer, to enforce its rights thereunder, including, without limitation, at the Reinsurer’s reasonable request, requiring, if applicable, the collateralization by the third party reinsurer of reserve balances and other amounts thereunder. As promptly as reasonably practicable, the Ceding Company shall provide the Reinsurer with copies of all correspondence received with respect to any Ceded Reinsurance Contracts, including with respect to any contemplated or proposed amendment, termination, assignment, recapture or rate increase. With respect to any notice of contemplated or proposed increases to any rates under the Ced...
Ceded Reinsurance. The Borrower shall not, nor shall it permit any other Insurance Subsidiary to:
(a) enter into any Reinsurance Agreement in respect of ceded risk in excess of $5,000,000 with any Person other than (i) another Insurance Subsidiary, (ii) any Person for which the most recently published rating by Best is “B+” or higher or, if such Person is not rated by Best, which has a Statutory Surplus (or the equivalent thereof) of not less than $100,000,000, (iii) any Person that posts security under such Reinsurance Agreement in an amount equal to the total liabilities assumed by such Person, through a letter of credit issued by an “authorized bank” (as such term is defined by the Applicable Insurance Regulatory Authority) or cash collateral deposit or (iv) any other reinsurers acceptable to the Administrative Agent, provided however, that for purposes of the foregoing clause (ii), any “NA” designation shall not be considered a rating of Best;
(b) enter into any Reinsurance Agreement or Reinsurance Agreements with Lloyd’s of London if the aggregate amount of reinsurance ceded thereby would exceed 15% of the aggregate premium volume of reinsurance ceded by the Insurance Subsidiaries;
(c) enter into any Surplus Relief Reinsurance except with another Insurance Subsidiary; or
(d) enter into any Reinsurance Agreement or Reinsurance Agreements if such Reinsurance Agreements will result in a 20% or more reduction of net premium volume for the Insurance Subsidiaries in any 12-month period.
Ceded Reinsurance. Subsequent to the Inception Date, the Company will not enter into any reinsurance arrangements with respect to the Reinsured Contracts without the prior written consent of the Reinsurer, in its sole discretion.
Ceded Reinsurance. Treaty Reinsurer Description Restrictive Agreements ASSIGNMENT AND ASSUMPTION
Ceded Reinsurance. Section 3.21 of the Disclosure Schedule sets forth a complete and correct list, as of the date hereof, of all Ceded Reinsurance Agreements under which any of the Insurance Subsidiaries has ceded gross statutory reserves of $15,000,000 or more as of December 31, 2009 and has any existing rights or obligations, each of which Ceded Reinsurance Agreements is in full force and effect. Except as set forth in Section 3.13 of the Disclosure Schedule or except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, none of the Insurance Subsidiaries or, to the Knowledge of Seller and as of the date hereof, any of the other parties thereto, is in default under any such Ceded Reinsurance Agreement where such default gives rise to any right of termination or cancellation by the other party or parties thereto. Except as set forth in Section 3.21 of the Disclosure Schedule, since January 1, 2009 to the date hereof, (a) none of Seller or any of the Transferred Companies has received any written notice from any applicable reinsurer that any amount of reinsurance ceded by any of the Insurance Subsidiaries will be uncollectible or otherwise defaulted upon, and (b) no such reinsurer is in default or has otherwise failed to pay any material amount when due, except where such defaults or failures to pay have existed for less than 90 days or are otherwise not material after consideration of reserves held for such uncollectible receivables.
Ceded Reinsurance. Section 3.20 of the Seller Disclosure Schedules sets forth a true and complete list, as of the date hereof, of all reinsurance treaties and agreements with third party reinsurers currently in effect under which any of the Insurance Subsidiaries has ceded material liabilities and has any material existing rights or obligations (“Third Party Reinsurance Contracts”). Except for the Third Party Reinsurance Contracts, no Insurance Subsidiary is a party to any reinsurance plan, pools, or fronting arrangements under which any rights or obligations remain outstanding. Since January 1, 2017 until the date hereof, neither Seller nor any of the Acquired Companies or, any of their respective Affiliates has received any written notice from any applicable reinsurer that any amount of reinsurance ceded by any of the Insurance Subsidiaries will be uncollectible in the ordinary course of business or otherwise defaulted upon. The execution, delivery and performance of the Loss Portfolio Transfer and Adverse Development Cover Reinsurance Agreement and the consummation of the transactions contemplated thereby do not and will not violate or result in a breach of (including of any net retention, net retained lines, restriction on retrocession or similar provision), or constitute an occurrence of default under, result in the acceleration or cancellation of or give rise to a right by any party to terminate or amend, any Third Party Reinsurance Contracts.
Ceded Reinsurance. Section 4.14 of the Company Disclosure Schedule sets forth a true and complete list, as of the date hereof, of all currently in force reinsurance treaties and agreements with third-party reinsurers under which any of the Insurance Subsidiaries has ceded material liabilities and has any material existing rights or obligations (“Third Party Reinsurance Contracts”). No Insurance Subsidiary is a party to any mandatory property and casualty shared market mechanisms or pooling arrangements in the states in which such Insurance Subsidiary operates, or any fronting arrangements, in each case, under which any material obligations remain outstanding. Except as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect, none of the Insurance Subsidiaries or, to the Knowledge of the Company and as of the date hereof, any of the other parties thereto, is in default under any such Third Party Reinsurance Contract. Since January 1, 2012 until the date hereof, neither the Company nor any of the Transferred Subsidiaries has received any written notice from any applicable reinsurer that any amount of reinsurance ceded by any of the Insurance Subsidiaries will be uncollectible in the Ordinary Course of Business or otherwise defaulted upon.
Ceded Reinsurance. (i) The Company has not given or received since January 1, 2012 any written or, to the Knowledge of Seller, oral, notice of termination, recapture, rescission, acceleration or breach (provisional or otherwise) in respect of any Ceded Reinsurance Contract, (ii) no reinsurer under any Ceded Reinsurance Contract has sought in writing or, to the Knowledge of Seller, orally since January 1, 2012 to deny or limit coverage or revoke, terminate or rescind any Ceded Reinsurance Contract or otherwise claimed in writing or, to the Knowledge of Seller, orally that any Ceded Reinsurance Contract ceases to be in full force and effect or is invalid or unenforceable (in whole or in part) and (iii) the Company has not received since January 1, 2012 any written or, to the Knowledge of Seller, oral notice from any party to any Ceded Reinsurance Contract of any dispute with respect to such Ceded Reinsurance Contract.
(b) No Ceded Reinsurance Contract contains any provision under which the reinsurer or retrocessionaire may terminate such agreement or require the posting of collateral by reason of (i) a ratings downgrade of the Company below certain minimum ratings issued by a credit rating agency as set forth in such Ceded Reinsurance Contract or (ii) a reduction of the Company’s capital and surplus below a certain level as set forth in such Ceded Reinsurance Contract.
(c) There are no separate written or oral agreements between the Company and the reinsurer under any Ceded Reinsurance Contract that would reduce, limit, mitigate or otherwise affect any actual or potential loss to the parties under any Ceded Reinsurance Contract, other than (i) inuring contracts that are explicitly defined in any such Ceded Reinsurance Contract or (ii) amendments, novations, assignments or recapture agreements with respect to such Ceded Reinsurance Contract that are listed in Section 3.15 of the Disclosure Schedule opposite the name of such Ceded Reinsurance Contract. As of December 31, 2013, the Company was entitled under Applicable Law and SAP to take full financial statement credit for all amounts for which such financial statement credit was taken in the SAP December Financial Statements as at December 31, 2013.
Ceded Reinsurance. 36 SECTION 11.
Ceded Reinsurance. The Company shall not, nor shall it permit any of its Subsidiaries to: (a) enter into any Reinsurance Agreement in respect of ceded risk (other than Surplus Relief Reinsurance) in excess of $5,000,000 with any Person other than (i) another Regulated Insurance Company, (ii) any Person for which the most recently published financial strength rating by AM Best is “B+” or higher or by S&P is “BBB” or higher, or, if such Person is not rated by AM Best or S&P, which has a Statutory Surplus (or the equivalent thereof) of not less than $100,000,000, (iii) any Person that posts security under such Reinsurance Agreement in an amount equal to the total liabilities assumed by such Person, through a letter of credit issued by an “authorized bank” (as such term is defined by the Applicable Insurance Regulatory Authority) or cash collateral deposit or (iv) any other reinsurers acceptable to the Holders, provided however, that for purposes of the foregoing clause (ii), any “NA” designation shall not be considered a rating of AM Best; (b) enter into any Reinsurance Agreement or Reinsurance Agreements (other than with respect to Surplus Relief Insurance) with Xxxxx’x of London if the aggregate amount of reinsurance ceded thereby would exceed 30.0% of the aggregate premium volume of reinsurance ceded by the Regulated Insurance Companies;
