Company SAP Statements. As used herein, the term "Company SAP Statements" means the annual statutory statements and, to the extent applicable, quarterly supplements of each of the Company Insurance Subsidiaries as filed with the applicable insurance regulatory authorities for the years ended December 31, 2006, 2007 and 2008 and the quarterly periods ended March 31, 2009 and June 30, 2009, 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 regulatory authorities of the jurisdiction in which it is domiciled or commercially domiciled on forms prescribed or permitted by such authority. The Company SAP Statements were prepared in conformity with statutory accounting practices (or local equivalents in the applicable jurisdictions) prescribed or permitted by the applicable insurance regulatory authority ("SAP") consistently applied for the periods covered thereby, were prepared in accordance with the books and records of Company or the applicable Company Insurance Subsidiary, as the case may be, and fairly present in all material respects the statutory financial position of such Company Insurance Subsidiaries as at the respective dates thereof and the results of operations of such Subsidiaries for the respective periods then ended. The Company SAP Statements complied in all material respects with all applicable laws, rules and regulations when filed, and no material deficiency has been asserted with respect to any Company SAP Statements by the 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 companies and all applicable Insurance Laws 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 Laws, 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 all audit opinions related thereto. As of the date hereof, the Company is not subject to any market conduct examinations relating to any domestic Company Insurance Subsidiary.
Appears in 1 contract
Company SAP Statements. As used herein, the term "“Company SAP Statements" ” means the annual statutory statements and, to the extent applicable, quarterly supplements of each of the Company Insurance Subsidiaries as filed with the applicable insurance regulatory authorities in their respective jurisdictions of incorporation for the years year ended December 31, 2006, 2007 and 2008 2006 and the quarterly periods period ended March 31, 2009 and June 30, 2009, including all exhibits, interrogatories, notes, schedules 2007 and any actuarial opinions, affirmations or certifications or other supporting documents such annual and quarterly statutory statements filed in connection therewith or the local equivalents in with the applicable insurance regulatory authorities in their respective jurisdictions (collectively, with any such statement filed of incorporation 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 regulatory authorities of the jurisdiction in which it is domiciled or commercially domiciled on forms prescribed or permitted by such authority, except for such failures to file that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. 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 statutory accounting practices (or local equivalents in the applicable jurisdictions) prescribed or permitted by the applicable insurance regulatory authority ("SAP") SAP consistently applied for the periods covered thereby, were prepared thereby (except as may be indicated in accordance with the books and records of Company or the applicable Company Insurance Subsidiary, as the case may benotes thereto), and fairly present the Company SAP Statements 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 results of operations of such Company Subsidiaries for the respective periods then ended. The Company SAP Statements complied in all material respects with all applicable laws, rules and regulations when filed, and no No material deficiency has been asserted with respect to any Company SAP Statements filed prior to the date hereof by the 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, Subsidiary’s domiciliary state and local statutes and regulations regulating the investments of insurance companies and all applicable Insurance Laws with respect to admitted assets and are in an amount at least equal to the minimum amounts required by Insurance Lawsregulator. 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 LawsLaw, 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 all audit opinions related thereto. As of the date hereof, the Company is not subject to any market conduct examinations relating to any domestic Company Insurance Subsidiary.
Appears in 1 contract
