Company Investment Assets. The Company SAP Statements for each Company Insurance Company for the year ended December 31, 1999, to the extent required by law, set forth a list, which list is accurate and complete in all material respects, of all Company Investment Assets owned by such Company Insurance Company as of December 31, 1999, together with the cost basis book or amortized value, as the case may be, of such Company Investment Assets as of December 31, 1999. As used in this Agreement, "Company Investment Assets" means bonds, stocks, mortgage loans or other investments that are carried on the books and records of the Company and the Company Insurance Companies.
Company Investment Assets. Company Investment Assets" shall have the meaning given in Section 4.23.
Company Investment Assets. Sellers have made available to Buyer a true and complete list of all investment assets (whether or not required by SAP to be reflected on a balance sheet) beneficially owned by the Company or any of the Subsidiaries, including bonds, notes, debentures, mortgage loans, collateral loans and all other instruments of indebtedness, stocks, partnership or joint venture interests and all other equity interests, certificates issued by or interests in trusts and derivatives, real property and all other assets acquired for investment purposes ("Company Investment Assets") as of April 30, 2004. Except as set forth on Schedule 4.23, as of May 31, 2004, (i) the Company and the Subsidiaries have good and, in the case of marketable securities, marketable title to each of the Company Investment Assets, free and clear of any Liens other than Permitted Liens, (ii) none of the Company Investment Assets is in default in the payment of principal or interest or dividends or, to the Knowledge of Company, permanently impaired to any extent and (iii) the value used in preparation of the GAAP Financial Statements for the year ended December 31, 2003 and the quarter ended March 31, 2004 for each Company Investment Asset is not less than Fair Value. The acquisition by the Company and the Subsidiaries of all Company Investments Assets complied in all material respects with all applicable Laws.
Company Investment Assets. (a) Except as set forth on Schedule 2.26, none of the Company Investment Assets (as defined below) is in default in the payment of principal or interest or dividends or other than temporarily impaired to any material extent. The Company Investment Assets do not include any “margin securities” within the meaning of Regulation U of the Board of Governors of the Federal Reserve System. Neither the Company nor any of its subsidiaries is required to be registered under Regulation U. None of the Company Investment Assets constituted a “purpose credit” (as defined in Regulation U), nor is any such Company Investment Asset secured, “directly or indirectly,” by any “margin security” within the meaning of Regulation U. Notwithstanding anything to the contrary contained in this Agreement, the first sentence of this Section 2.26(a) is true and correct only as of the date hereof and for each Subsequent Closing is true and correct only as of the date that is fifteen (15) days prior to the date of such Subsequent Closing; provided, that as of each Closing, except as set forth on Schedule 2.26, no Company Investment Assets, individually or in the aggregate, will be in default in the payment of principal or interest or dividends or other than temporarily impaired, in each case, in such manner as could reasonably be expected to have a Material Adverse Effect on the Company Investment Assets considered together in the aggregate.
(b) As used herein, “Company Investment Assets” means any investment assets beneficially owned by the Company or any of its subsidiaries, including, without limitation, bonds, notes, debentures, mortgage loans, real estate, collateral loans and all other instruments of indebtedness, stocks, limited liability company membership interests, partnership or joint venture interests and all other equity interests, certificates issued by or interests in trusts, derivatives, cash on hand and on deposit and all other assets acquired for investment purposes.
Company Investment Assets. (a) The Company and FAFLIC (in each case, to the extent related to the Core Business) have good title to all Company Investment Assets. None of such Company Investment Assets is subject to any Lien, except:
(i) Liens disclosed on Schedule 3.15(a);
(ii) Liens disclosed on the Financial Statements, the Statutory Statements, the Pro Forma Balance Sheet or the notes thereto or securing liabilities reflected on the Pro Forma Balance Sheet or notes thereto;
(iii) Liens for taxes, assessments and similar charges that are not yet due or are being contested in good faith;
(iv) mechanic’s, materialman’s, carrier’s, repairer’s and other similar Liens arising or incurred in the ordinary course of business or that are not yet due and payable or are being contested in good faith; or
(v) Liens incurred in the ordinary course of business since December 31, 2004 (paragraphs (i)-(v) of this Section 3.15 are, collectively, the “Permitted Liens”).
(b) (i) Schedule 3.15(b) sets forth a true and complete list of all Company Investment Assets as of April 30, 2005 and (ii) when prepared by Seller in accordance with Section 5.11, the Final Scheduled Portfolio will set forth a true and complete list of all Company Investment Assets as of the Closing Date, in each case with information included therein with respect to each such Company Investment Asset as to, as applicable, (A) par value, (B) interest rate, (C) statutory book value, (D) statutory book yield, (E) Tax Basis, (F) cost basis, (G) any credit rating as assigned by Xxxxx’x Investor Service, Inc., Standard & Poor’s and/or the National Association of Insurance Commissioners, (H) trade and settlement date, (I) maturity date, (J) whether each such Company Investment Asset is owned by the Company or FAFLIC, as applicable, and (K) with respect to the Final Scheduled Portfolio, all Company Investment Assets sold (or otherwise disposed of, including pursuant to Section 2.10 hereof) or purchased (or otherwise acquired, including pursuant to Section 2.10 hereof) between April 30, 2005 and
Company Investment Assets. (a) The Company has, or as of Closing will have, as the case may be, good title to all Company Investment Assets (other than any Company Investment Assets that are Excluded Assets or that, insofar as the regulatory approvals necessary for such transfer are obtained, are designated as assets to be transferred pursuant to the Accident and Health Coinsurance Agreement, the New York Accident and Health Coinsurance Agreement or the Restructuring Agreement). None of such Company Investment Assets is subject to any Lien, except a Permitted Lien.
(b) Section 3.14(b)of the Disclosure Schedules sets forth as of March 31, 2008 a true and complete list of all Company Investment Assets (excluding any Company Investment Assets that are Excluded Assets or are designated as assets to be transferred pursuant to the Accident and Health Coinsurance Agreement, the New York Accident and Health Coinsurance Agreement or the Restructuring Agreement), and identifies, as of such date, (i) the investment assets allocated as backing the Company’s Liabilities with respect to the Closed Block, and (ii) for purposes of this Agreement, (x) the investment assets allocated as backing the Company’s Liabilities other than with respect to the Closed Block (including “GICs/RIO/RIFA” and “Residual”), and (y) the investment assets which have been allocated to the statutory surplus of the Company, including those investment assets designated by Seller to become Company Investment Assets as of the Closing in order to consummate the transactions required by the Restructuring Agreement (the “Designated Replacement Securities”). Between March 31, 2008 and the date hereof, there has been no material change (through maturity, divestiture, liquidation, reinvestment or otherwise) to the Company Investment Assets as set forth in Section
Company Investment Assets. Between the date hereof and the Closing Date, Seller and the Company may not make any material changes (through maturity, divestiture, liquidation, reinvestment or otherwise) to the Company Investment Assets (other than any Company Investment Assets that are Excluded Assets or other assets to be transferred pursuant to the Restructuring Agreement, the Accident and Health Coinsurance Agreement or the New York Accident and Health Coinsurance Agreement), as set forth in Section 3.14 of the Disclosure Schedules, without Buyer’s prior approval; provided that Seller shall be permitted to make changes to such Company Investment Assets in accordance with the investment criteria set forth in Section 5.09 of the Disclosure Schedules.
Company Investment Assets. (i) Section 3.1(x)(i) of the Disclosure Schedule lists (a) all Company Investment Assets as of December 31, 2003, with information included therein as to the cost of each such Company Investment Asset and the market value thereof as of December 31, 2003 and (b) all Company Investment Assets sold (or otherwise disposed of) or purchased (or otherwise acquired) between January 1, 2003 and December 31, 2003 with information included therein as to the sale price or cost of each such Company Investment Asset. Except as set forth in Section 3.1(x)(i) of the Disclosure Schedule, the Company or a Company Subsidiary has good and marketable title to all Company Investment Assets, free and clear of any Liens (other than special deposits required by Insurance Regulators made in the Ordinary Course of Business). Except as set forth in Section 3.1(x)(i) of the Disclosure Schedule, none of the Company Investment Assets is in default in the payment of principal or interest or dividends or permanently impaired to any extent. The Company Investment Assets do not include any "margin securities" within the meaning of Regulation U of the Board of Governors of the Federal Reserve System. None of the Company nor any Insurance Subsidiary is required to be registered under Regulation U. None of the Company Investment Assets constituted a "purpose credit" (as defined in Regulation U), nor is any such Company Investment Asset secured, "directly or indirectly," by any "margin security" within the meaning of Regulation U.
(ii) Since September 30, 2003, the Company and the Company Subsidiaries have complied in all material respects with the investment guidelines set forth in Section 3.1(x)(ii) of the Disclosure Schedule.
Company Investment Assets. From the date of this Agreement until the First Closing Date, Seller shall cause the Company and the Company Subsidiaries to comply with the investment guidelines set forth in Section 3.1(x)(ii) of the Disclosure Schedule. To the extent permitted by applicable Law, from the date of this Agreement to the First Closing Date, Seller shall cause the Company and the Company Subsidiaries to provide Xx. Xxxxxxx Xxxxxx with reasonable advance notice of, and the right to attend as an observer, any meetings of any investment management committee of the Company or any Company Subsidiary.
Company Investment Assets. The Company has made available to the Acquisition Parties a true and complete list of all Company Investment Assets (as defined below) as of December 31, 1999, with information included therein as to the cost of each such Company Investment Asset and the market value thereof as of December 31, 1999. Except as set forth in Section 5.03(z) of the Company's Disclosure Schedule, the Company or a Subsidiary of the Company has good and marketable title to all Company
