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. (a) Section 3.13(a) of the Maiden Disclosure Schedule identifies reinsurers that are party to Third Party Reinsurance Agreements (i) which have an effective date on or prior to the Closing Date; and (ii) as to which there were claim reserves, associated reserves for incurred but not reported claims, unearned premiums, refunds or policy reserves, in the aggregate, equal to or exceeding $1,000,000 as of June 30, 2018. The Third Party Reinsurance Agreements entered into by the Original Cedents (or its Affiliates) with such reinsurers are referred to herein as the “Material Third Party Reinsurance Agreements.” Maiden and Maiden Insurance have made available to Enstar true and complete copies of the Material Third Party Reinsurance Agreements and all amendments thereto and all Books and Records to the extent relating to the foregoing.
(b) Except as set forth in Section 3.13(b) of the Maiden Disclosure Schedule, to the knowledge of Maiden and Maiden Insurance, no Material Third Party Reinsurance Agreement contains any provision under which the reinsurer may terminate such agreement by reason of the transactions contemplated by this Agreement or the agreements contemplated hereby. There has been no separate contract between the applicable Original Cedent (or its Affiliates) and any other party to such Material Third Party Reinsurance Agreement that would under any circumstances reduce, limit, mitigate or otherwise affect any actual or potential loss to the parties under any such Material Third Party Reinsurance Agreement, other than inuring contracts that are explicitly defined in any such Material Third Party Reinsurance Agreement.
(c) With respect to each Material Third Party Reinsurance Agreement, except as set forth in Section 3.13(c) of the Maiden Disclosure Schedule, to the knowledge of Maiden and Maiden Insurance, (i) neither the applicable Original Cedent (or its Affiliates) nor the reinsurer is in default under such Material Third Party Reinsurance Agreement, and no event has occurred which would create a default or breach by such Original Cedent (or its Affiliates) under such Material Third Party Reinsurance Agreement, (ii) such Material Third Party Reinsurance Agreement is in full force and effect and is valid and enforceable in accordance with its terms subject to the Enforceability Exceptions, and (iii) such Material Third Party Reinsurance Agreement complies in all material respects with Applicable Law. To the knowledge of Maiden and Maiden Insuranc...
Ceded Reinsurance. No Loan Party shall, nor shall it permit any 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 financial strength 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 with respect to a Person not domiciled in the United States) 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 Lender, 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 fifteen percent (15.0%)35% of the aggregate premium volume of reinsurance ceded by the Insurance Subsidiaries; or
(c) enter into any Surplus Relief Reinsurance except with another Insurance Subsidiary; provided that the Insurance Subsidiaries identified on Schedule 6.06 may continue to maintain (and from time to time replace so long as the amount thereof does not increase) the Surplus Relief Reinsurance in effect on the date hereof and described on Schedule 6.06; or6.06.
(d) enter into any Reinsurance Agreement or Reinsurance Agreements if after giving effect thereto such Reinsurance Agreement or Reinsurance Agreements, when taken together with all other Reinsurance Agreements entered into by the Insurance Subsidiaries during the immediately preceding 365-day period, will result in a fifteen percent (15.0%) or more reduction of the aggregate net written premiums of the Insurance Subsidiaries taken as a whole (but without duplication) during such 365-day period.
Ceded Reinsurance. State Auto Mutual will not, nor will it permit any other Insurance Entity to:
(a) enter into any Reinsurance Agreement with any Person other than (i) another Insurance Entity, (ii) any Person for which the most recently published rating by A.M. Best & Co. is "B+" or higher or, if such Person is not rated by A.M. Best & Co., 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 Agent, PROVIDED however, that for purposes of the foregoing clause (ii), any "NA" designation shall not be considered a rating of A.M. Best & Co.;
(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 Entities.
(c) enter into any Surplus Relief Reinsurance except with another Insurance Entity; 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 Entities in any 12-month period.
Ceded Reinsurance. The Borrower shall not, nor shall it permit any Insurance Subsidiary to:
(a) enter into any Reinsurance Agreement (or any amendment or other modification thereof) in respect of ceded risk in excess of $5,000,000 with any Person other than (i) another State Auto Pooled Company, (ii) any Person for which the most recently published financial strength 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 sufficient security under such Reinsurance Agreement or pursuant to the Applicable Insurance Code in form and substance required by the Applicable Insurance Code or acceptable to the Applicable Regulatory Authority 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 25% of the aggregate premium volume of reinsurance ceded by the Borrower and its Insurance Subsidiaries;
(c) enter into any Surplus Relief Reinsurance except with another State Auto Pooled Company; or
(d) enter into any Reinsurance Agreement or Reinsurance Agreements if such Reinsurance Agreements will result in a 20% or more reduction of the aggregate net premium written premiums for the Borrower and its Insurance Subsidiaries, taken as a whole, in any 12-month period.
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. (a) This Agreement is written net of the Ceded Reinsurance actually collected; however, the Reinsurer agrees to cause the Administrator to make payment on behalf of the Ceding Company of all Reinsured Liabilities, calculated without regard to the reduction for the Ceded Reinsurance, in consideration for the Ceding Company’s assignment to the Reinsurer of the Ceded Reinsurance Recoveries pursuant to Section 3.2. The Reinsurer shall bear all risk of collecting amounts due in respect of the Reinsured Policies and the Assumed Reinsurance Contracts under the Ceded Reinsurance Contracts. Except as otherwise set forth herein, the Reinsurer (or the Administrator), on behalf of the Ceding Company, shall assume all responsibility for administration of the Ceded Reinsurance Contracts (in accordance with the terms thereof) at the same time as the Reinsurer (or the Administrator) assumes responsibility for the administration of the Reinsured Policies and the Assumed Reinsurance Contracts to the extent provided in the Administrative Services Agreement in accordance with the terms thereof for so long as the Administrative Services Agreement remains in effect.
(b) From and after the Inception Date, except as otherwise required to comply with Applicable Law, the Ceding Company shall not amend, terminate or recapture any Ceded Reinsurance Contract (to the extent related to the Business) or enter into any new reinsurance agreement that would constitute a Ceded Reinsurance Contract with respect to any of the Reinsured Policies or Assumed Reinsurance Contracts without the Reinsurer’s prior written consent.
Ceded Reinsurance. 36 SECTION 11.