Common use of Company SAP Statements Clause in Contracts

Company SAP Statements. Since January 1, 2007, each of the Company Insurance Subsidiaries has filed all annual and quarterly statements, together with all exhibits, interrogatories, notes, schedules and any actuarial opinions, affirmations or certifications or other supporting documents in connection therewith required to be filed with or submitted to the insurance departments of their respective jurisdictions of domicile on forms prescribed or permitted by such department (collectively, the “Company SAP Statements”), except for such failures to file or submit which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. The Company has delivered or made available to Parent, to the extent permitted by applicable Law, true and complete copies of all annual Company SAP Statements for each Company Insurance Subsidiary for the periods beginning January 1, 2007 and through the date hereof and the quarterly Company SAP Statements for each Company Insurance Subsidiary for the quarterly periods ended March 31, 2009 and, once duly and timely filed, June 30, 2009, each in the form (including exhibits, annexes and any amendments thereto) filed with the applicable insurance regulatory authority and true and complete copies of all examination reports of insurance departments and any insurance regulatory authorities received by the Company or any of its Subsidiaries on or after January 1, 2007 and through the date hereof. The Company SAP Statements were prepared in all material respects in conformity with SAP applied on a consistent basis for the periods covered thereby (except as may be indicated in the notes thereto), and the Company SAP Statements fairly present, in all material respects, the statutory financial position of such Company Insurance Subsidiaries as at the respective dates thereof and the statutory results of operations of such Company Insurance Subsidiaries for the respective periods then ended. No material deficiency has been asserted in writing with respect to the Company SAP Statements by the domiciliary state insurance department of such filing Company Insurance Subsidiary that has not been remedied. The annual statutory balance sheets and income statements included in the Company SAP Statements have been, where required by applicable Insurance Law, audited by an independent accounting firm of recognized national or international reputation, and the Company has delivered or made available to Parent true and complete copies of such audit opinions.

Company SAP Statements. Since January 1As used herein, 2007the term “Company SAP Statements” means the annual statutory statements and, to the extent applicable, quarterly supplements of each of the Company Insurance Subsidiaries has as filed all annual with the applicable insurance regulatory authorities for the years ended December 31, 2000, 2001 and 2002 and the quarterly statementsperiods ended March 31, together with 2003, June 30, 2003 and September 30, 2003, including all exhibits, interrogatories, notes, schedules and any actuarial opinions, affirmations or certifications or other supporting documents filed in connection therewith or the local equivalents in the applicable jurisdictions (collectively, with any such statement filed subsequent to the date hereof.) The Company has delivered or made available to Parent true and complete copies of the Company SAP Statements filed as of the date of this Agreement with respect to domestic Company Insurance Subsidiaries that are Significant Subsidiaries. Each of the Company Insurance Subsidiaries has filed or submitted all Company SAP Statements required to be filed with or submitted to the appropriate insurance departments regulatory authorities of their respective jurisdictions of domicile the jurisdiction in which it is domiciled or commercially domiciled on forms prescribed or permitted by such department (collectively, the “Company SAP Statements”)authority, except for such failures to file or submit which that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. The Company has delivered or made available to Parent, to the extent permitted by applicable Law, true and complete copies of all annual Company SAP Statements for each Company Insurance Subsidiary for the periods beginning January 1, 2007 and through the date hereof and the quarterly Company SAP Statements for each Company Insurance Subsidiary for the quarterly periods ended March 31, 2009 and, once duly and timely filed, June 30, 2009, each in the form (including exhibits, annexes and any amendments thereto) filed with the applicable insurance regulatory authority and true and complete copies of all examination reports of insurance departments and any insurance regulatory authorities received by the Company or any of its Subsidiaries on or after January 1, 2007 and through the date hereof. The Company SAP Statements were and will be prepared in all material respects in conformity with SAP consistently applied on a consistent basis for the periods covered thereby (except thereby, were and will be prepared in accordance with the books and records of the Company or the applicable Company Insurance Subsidiary, as the case may be indicated in the notes thereto)be, and the Company SAP Statements fairly present, in all material respects, present the statutory financial position of such Company Insurance Subsidiaries as at the respective dates thereof and the statutory results of operations of such Company Insurance Subsidiaries for the respective periods then ended. No The Company SAP Statements complied, and will comply, in all material respects with all applicable laws, rules and regulations when filed, and no material deficiency has been asserted in writing with respect to the any Company SAP Statements by the domiciliary applicable insurance regulatory body or any other governmental agency or body. Except as indicated therein, all assets that are reflected on the Company SAP Statements comply in all material respects with all applicable foreign, federal, state and local statutes and regulations regulating the investments of insurance department of such filing Company companies and all applicable Insurance Subsidiary that has not been remediedLaws with respect to admitted assets and are in an amount at least equal to the minimum amounts required by Insurance Laws. The annual statutory balance sheets and income statements included in the Company SAP Statements have been, where required by applicable Insurance Law, audited by an independent accounting firm of recognized national or international reputationreputation where required under applicable Insurance Laws, and the Company has delivered or made available to Parent true and complete copies of such all audit opinionsopinions related thereto. The Company has delivered or made available to Parent a list of all pending market conduct examinations relating to any domestic Company Insurance Subsidiary that is a Significant Subsidiary.

Company SAP Statements. Since January 1(a) As used herein, 2007, the term “Company SAP Statements” means the statutory statements of each of the Company Insurance Subsidiaries conducting insurance operations (referred to herein as “insurance Company Subsidiaries”) as filed with the applicable insurance regulatory authorities in their respective jurisdictions of incorporation for the year ended December 31, 2006 and the quarterly period ended September 30, 2007 and any such annual and quarterly statutory statements filed with the applicable insurance regulatory authorities in their respective jurisdictions of incorporation subsequent to the date hereof. Each of the insurance Company Subsidiaries has filed or submitted all annual and quarterly statements, together with all exhibits, interrogatories, notes, schedules and any actuarial opinions, affirmations or certifications or other supporting documents in connection therewith Company SAP Statements required to be filed with or submitted to the appropriate insurance departments regulatory authorities of their respective jurisdictions of domicile the jurisdiction in which it is domiciled on forms prescribed or permitted by such department (collectively, the “Company SAP Statements”)authority, except for such failures to file or submit which that have not had and would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. The Company has delivered or made available to Parent, to Effect on the extent permitted by applicable Law, true and complete copies of all annual Company SAP Statements for each Company Insurance Subsidiary for the periods beginning January 1, 2007 and through the date hereof and the quarterly Company SAP Statements for each Company Insurance Subsidiary for the quarterly periods ended March 31, 2009 and, once duly and timely filed, June 30, 2009, each in the form (including exhibits, annexes and any amendments thereto) filed with the applicable insurance regulatory authority and true and complete copies of all examination reports of insurance departments and any insurance regulatory authorities received by the Company or any of its Subsidiaries on or after January 1, 2007 and through the date hereofCompany. The Company SAP Statements were were, and any Company SAP Statements filed after the date hereof will be, prepared in all material respects in conformity with SAP consistently applied on a consistent basis for the periods covered thereby (except as may be indicated in the notes thereto), and the Company SAP Statements fairly present, and any Company SAP Statements filed after the date hereof will present, in all material respects, the statutory financial position of such Company Insurance Subsidiaries as at the respective dates thereof and the statutory results of operations of such Company Insurance Subsidiaries for the respective periods then ended. No material deficiency has been asserted in writing with respect to the any Company SAP Statements filed prior to the date hereof by the applicable insurance Company Subsidiary’s domiciliary state insurance department of such filing Company Insurance Subsidiary that has not been remediedregulator. The annual statutory balance sheets and income statements included in the Company SAP Statements as of the date hereof have been, where required by applicable Insurance Law, audited by an independent accounting firm of recognized national or international reputation, and the Company has delivered or made available to Parent true and complete copies of such audit opinions.

Company SAP Statements. Since January 1, 2007, each (a) Each of the Company Insurance Subsidiaries has filed or submitted all annual and quarterly statements, together with all exhibits, interrogatories, notes, schedules and any actuarial opinions, affirmations or certifications or other supporting documents in connection therewith Company SAP Statements required to be filed with or submitted to the insurance departments of their respective jurisdictions of domicile on forms prescribed or permitted by such department department. Prior to the date of this Agreement, the Company has provided to Parent a complete and correct copy of the following statutory statements, in each case together with the exhibits, schedules and notes thereto (collectively, the “Company SAP Statements”), except for such failures to file or submit which would not, individually or in ): (i) the aggregate, reasonably be expected to have a Company Material Adverse Effect. The Company has delivered or made available to Parent, to the extent permitted by applicable Law, true and complete copies annual statement of all annual Company SAP Statements for each Company Insurance Subsidiary as of and for the annual periods beginning January 1ended December 31, 2007 2010, in each case as filed with the Insurance Regulator of the jurisdiction of domicile of such Company Insurance Subsidiary, and through the date hereof and (ii) the quarterly Company SAP Statements for statements of each Company Insurance Subsidiary as of and for the quarterly periods ended March 31, 2009 and, once duly 2011 and timely filed, June 30, 20092011, in each in the form (including exhibitscase, annexes and any amendments thereto) as filed with the applicable insurance regulatory authority and true and complete copies Insurance Regulator of all examination reports the jurisdiction of insurance departments and any insurance regulatory authorities received by the domicile of such Company or any of its Subsidiaries on or after January 1, 2007 and through the date hereofInsurance Subsidiary. The Company SAP Statements were (A) have been derived from and are in accordance with the books and records of the applicable Company Insurance Subsidiary, (B) have been prepared in accordance with all material respects applicable Laws (including Insurance Laws) and the statutory accounting practices prescribed or permitted by the Insurance Regulator of the jurisdiction in conformity with SAP applied on a consistent basis for which the periods covered thereby applicable Company Insurance Subsidiary is domiciled (except as may be indicated in the notes thereto“SAP”), and the Company SAP Statements (C) fairly present, in all material respects, in accordance with SAP, the statutory financial position position, results of such operations, assets, liabilities, capital and surplus, changes in statutory surplus and cash flows of the Company Insurance Subsidiaries as at the respective dates thereof of, and the statutory results of operations of such Company Insurance Subsidiaries for the respective periods then endedreferred to therein. No material deficiency has been asserted in writing by any Insurance Regulator with respect to any of the Company SAP Statements that remains unresolved prior to the date hereof. Section 4.08 of the Disclosure Schedule sets forth a true and complete list of all accounting practices used by one or more of the domiciliary state insurance department of such filing Company Insurance Subsidiary that has not been remedied. The annual statutory balance sheets and income statements included Subsidiaries in connection with the Company SAP Statements that depart from the National Association of Insurance Commissioners’ Accounting Practices and Procedures Manual and all such departures have been, where required been approved in writing by the applicable Insurance Regulator, in accordance with applicable Law. (b) The Company SAP Statements, audited by an independent accounting firm as of recognized national or international reputationthe date thereof, set forth all of the reserves of each Company Insurance Subsidiary as of such date (collectively, the “Company SAP Reserves”). The Company SAP Reserves (i) were determined in accordance with SAP consistently applied, (ii) were computed on the basis of methodologies consistent in all material respects with those used in prior periods, (iii) were fairly stated in all material respects in accordance with sound actuarial principles, (iv) were established in accordance with prudent insurance practices generally followed in the insurance industry, and (v) satisfied the Company has delivered or made available to Parent true and complete copies requirements of such audit opinionsall applicable Laws in all material respects.

Company SAP Statements. Since January 1As usxx xxxxxx, 2007xxx term "COMPANY SAP STATEMENTS" means the annual statutory statements and, to the extent applicable, quarterly supplements of each of the Company Insurance Subsidiaries has as filed all annual with the applicable insurance regulatory authorities for the years ended December 31, 2000, 2001 and 2002 and the quarterly statementsperiods ended March 31, together with 2003, June 30, 2003 and September 30, 2003, including all exhibits, interrogatories, notes, schedules and any actuarial opinions, affirmations or certifications or other supporting documents filed in connection therewith or the local equivalents in the applicable jurisdictions (collectively, with any such statement filed subsequent to the date hereof.) The Company has delivered or made available to Parent true and complete copies of the Company SAP Statements filed as of the date of this Agreement with respect to domestic Company Insurance Subsidiaries that are Significant Subsidiaries. Each of the Company Insurance Subsidiaries has filed or submitted all Company SAP Statements required to be filed with or submitted to the appropriate insurance departments regulatory authorities of their respective jurisdictions of domicile the jurisdiction in which it is domiciled or commercially domiciled on forms prescribed or permitted by such department (collectively, the “Company SAP Statements”)authority, except for such failures to file or submit which that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. The Company has delivered or made available to Parent, to the extent permitted by applicable Law, true and complete copies of all annual Company SAP Statements for each Company Insurance Subsidiary for the periods beginning January 1, 2007 and through the date hereof and the quarterly Company SAP Statements for each Company Insurance Subsidiary for the quarterly periods ended March 31, 2009 and, once duly and timely filed, June 30, 2009, each in the form (including exhibits, annexes and any amendments thereto) filed with the applicable insurance regulatory authority and true and complete copies of all examination reports of insurance departments and any insurance regulatory authorities received by the Company or any of its Subsidiaries on or after January 1, 2007 and through the date hereof. The Company SAP Statements were and will be prepared in all material respects in conformity with SAP consistently applied on a consistent basis for the periods covered thereby (except thereby, were and will be prepared in accordance with the books and records of the Company or the applicable Company Insurance Subsidiary, as the case may be indicated in the notes thereto)be, and the Company SAP Statements fairly present, in all material respects, present the statutory financial position of such Company Insurance Subsidiaries as at the respective dates thereof and the statutory results of operations of such Company Insurance Subsidiaries for the respective periods then ended. No The Company SAP Statements complied, and will comply, in all material respects with all applicable laws, rules and regulations when filed, and no material deficiency has been asserted in writing with respect to the any Company SAP Statements by the domiciliary applicable insurance regulatory body or any other governmental agency or body. Except as indicated therein, all assets that are reflected on the Company SAP Statements comply in all material respects with all applicable foreign, federal, state and local statutes and regulations regulating the investments of insurance department of such filing Company companies and all applicable Insurance Subsidiary that has not been remediedLaws with respect to admitted assets and are in an amount at least equal to the minimum amounts required by Insurance Laws. The annual statutory balance sheets and income statements included in the Company SAP Statements have been, where required by applicable Insurance Law, audited by an independent accounting firm of recognized national or international reputationreputation where required under applicable Insurance Laws, and the Company has delivered or made available to Parent true and complete copies of such all audit opinionsopinions related thereto. The Company has delivered or made available to Parent a list of all pending market conduct examinations relating to any domestic Company Insurance Subsidiary that is a Significant Subsidiary.

Company SAP Statements. Since January 1As used herein, 2007, the term “Company SAP Statements” means the statutory statements of each of the Company Insurance Subsidiaries as filed with the applicable insurance regulatory authorities in their respective jurisdictions of incorporation for the years ended December 31 2005 and December 31, 2006 and the quarterly period ended March 31, 2007 and any such annual and quarterly statutory statements filed subsequent to the date hereof. The Company has made available to Parent true and complete copies of the Company SAP Statements filed as of the date of this Agreement with respect to the Company Subsidiaries that are Significant Subsidiaries. Each of the Company Subsidiaries has filed or submitted, or will file or submit, all annual and quarterly statements, together with all exhibits, interrogatories, notes, schedules and any actuarial opinions, affirmations or certifications or other supporting documents in connection therewith Company SAP Statements required to be filed with or submitted to the appropriate insurance departments regulatory authorities of their respective jurisdictions of domicile the jurisdiction in which it is domiciled or commercially domiciled on forms prescribed or permitted by such department (collectively, the “Company SAP Statements”)authority, except for such failures to file or submit which would that are not, individually or in the aggregate, reasonably likely to be expected to have a Company Material Adverse Effect. The Company has delivered or made available to Parent, materially adverse to the extent permitted by applicable Lawbusiness, true and complete copies assets (including intangible assets), liabilities, financial condition or results of all annual operations of the Company SAP Statements for each Company Insurance Subsidiary for the periods beginning January 1, 2007 and through the date hereof and the quarterly Company SAP Statements for each Company Insurance Subsidiary for the quarterly periods ended March 31, 2009 and, once duly and timely filed, June 30, 2009, each in the form (including exhibits, annexes and any amendments thereto) filed with the applicable insurance regulatory authority and true and complete copies of all examination reports of insurance departments and any insurance regulatory authorities received by the Company or any of its Subsidiaries on or after January 1, 2007 and through the date hereofsubsidiaries taken as a whole. The Company SAP Statements were were, and any Company SAP Statements filed after the date hereof will be, prepared in all material respects in conformity with SAP consistently applied on a consistent basis for the periods covered thereby (except as may be indicated in the notes thereto), and the Company SAP Statements fairly present, and any Company SAP Statements filed after the date hereof will present, in all material respects, respects the statutory financial position of such Company Insurance Subsidiaries as at the respective dates thereof and the statutory results of operations of such Company Insurance Subsidiaries for the respective periods then ended. No The Company SAP Statements complied, and the Company SAP Statements filed after the date hereof will comply, in all material respects with all applicable Insurance Laws when filed, and no material deficiency has been asserted in writing with respect to the any Company SAP Statements filed prior to the date hereof by the domiciliary state applicable insurance department of such filing Company Insurance Subsidiary that has not been remediedregulatory body or any other Governmental Entity. The annual statutory balance sheets and income statements included in the Company SAP Statements as of the date hereof have been, where required by applicable Insurance Law, audited by an independent accounting firm of recognized national or international reputation, and the Company has delivered or made available to Parent true and complete copies of such all audit opinionsopinions related thereto.