Common use of Financial and Statutory Statements Clause in Contracts

Financial and Statutory Statements. (a) Seller has previously furnished or made available (or in the case of financial statements for periods after the quarter ending March 31, 2000, will promptly furnish or make available) to Buyer the following financial statements (collectively, the "Financial Statements"): (i) audited consolidated balance sheets of Seller, Liberty Marketing and Liberty Services, unaudited consolidated balance sheets of Liberty Life and of each Company Subsidiary as at December 31 in each of the years 1997 through 1999, and audited consolidated balance sheets of Liberty Bermuda as at December 31 in each of the years 1997 and 1998 and unaudited consolidated balance sheets of Liberty Bermuda as at December 31, 1999, and the related audited statements of income, changes in stockholders' equity and cash flow for each of the fiscal years then ended, together with the notes thereto and, in the case of the audited balance financial statements, the report thereon of Ernst & Young, independent certified public accountants and (ii) unaudited balance sheets of Seller, each Company and each Company Subsidiary as at March 31, 2000 and for the quarters thereafter ending more than 30 days prior to the Closing, for Seller and each Company and each Company Subsidiary, as the case may be, and the related unaudited statements of income, changes in stockholders' equity and cash flow for the three months then ended, including in each case any notes thereto, with respect to each item in Subsection (ii) only, each to the extent that such Financial Statements have been prepared in the past in the Ordinary Course of Business (as defined in Section 3.7 hereof). (b) The Financial Statements and notes thereto fairly present, or in the case of Financial Statements subsequent to the date hereof will fairly present, in each case in all material respects, the financial position and the results of operations, changes in stockholders' equity and cash flow of Seller (but only insofar as such relate to the Business), each Company and each Company Subsidiary as at the respective dates of and for the periods referred to in such Financial Statements, all in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis (except as may be indicated in the notes thereto) during the periods presented, subject, in the case of unaudited financial statements, to notes and normal year-end adjustments that would not be material in amount or effect. As of their respective dates, the Financial Statements did not, and any Financial Statements subsequent to the date hereof will not (but in each case with respect to Financial Statements of Seller only insofar as such relate to the Business), contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. No financial statements of any Person other than each Company and each Company Subsidiary and the Excluded Subsidiaries are required by GAAP to be included in the consolidated Financial Statements of any Company. (c) Seller has previously furnished or made available (or in the case of statutory statements for periods after the quarter ending March 31, 2000, will promptly furnish or make available) to Buyer, the following statutory statements, in each case together with all exhibits, interrogatories, notes, schedules and any actuarial opinions, affirmations or certifications or other supporting documents filed in connection therewith (collectively, the "Statutory Statements"): (i) the annual statement of Liberty Life, Liberty Bermuda and each Insurance Subsidiary as at December 31 in each of the years ended 1997 through 1999, in each case as filed with the insurance regulatory authority of the jurisdiction of domicile of Liberty Life, Liberty Bermuda and each Insurance Subsidiary, as the case may be (the "Annual Statements"), and (ii) the quarterly statements of Liberty Life, Liberty Bermuda and each Insurance Subsidiary for each quarterly period from and including the quarterly period ended March 31, 2000 and the quarters thereafter ending more than 30 days prior to the Closing, in each case as filed with the insurance regulatory authority of the jurisdiction of domicile of Liberty Life, Liberty Bermuda and each Insurance Subsidiary, as the case may be (the "Quarterly Statements"). (d) The financial statements, including the notes thereto, included in the Statutory Statements fairly present (or in the case of financial statements, including the notes thereto, included in the Statutory Statements subsequent to the date hereof will fairly present) in each case, in all material respects, in accordance with SAP (as defined herein) the respective statutory financial positions and results of operations of Liberty Life, Liberty Bermuda and each such Insurance Subsidiary, as the case may be, as at the respective dates of and for the periods therein specified, were (or in the case of Statutory Statements subsequent to the date hereof will be) prepared in conformity with statutory accounting principles prescribed or permitted by the applicable insurance regulatory authority, as in effect as of the date of the respective statement, applied on a consistent basis during the periods presented ("SAP"), except as expressly set forth within the subject financial statements. The Statutory Statements were (or in the case of Statutory Statements subsequent to the date hereof, will be) complete in all material respects and complied (or in the case of Statutory Statements subsequent to the date hereof, will comply) in all material respects with all applicable Laws when filed and no material deficiencies have been asserted to any Company or Insurance Subsidiary by any insurance authority. The Annual Statements for the year ending December 31, 1999, together with the Financial Statements for the year ending December 31, 1999, are referred to collectively as the "Final Year End Statements", and the most recent Quarterly Statements prior to the Closing for Liberty Life, Liberty Bermuda and each Insurance Subsidiary, as the case may be, together with the Financial Statements for the same three months are referred to herein as the "Final Quarterly Statements". Seller has delivered or made available to Buyer true and complete copies of all examination reports of insurance departments and any insurance regulatory agencies relating to Liberty Life since January 1, 1995 and relating to Liberty Bermuda and the Insurance Subsidiaries since January 1, 1997. (e) Except as set forth on Schedule 3.6(e) of the Disclosure Schedule, at the Closing, all of those books and records of each Company and each Company Subsidiary shall be in the possession or under the control of each Company and each Company Subsidiary.

Financial and Statutory Statements. (a) Prior to the date of this Agreement, Seller has previously furnished or made available to Purchaser and Life Reinsurer copies of (or in 1) the case of financial statements for periods after the quarter ending March 31, 2000, will promptly furnish or make available) to Buyer the following financial statements (collectively, the "Financial Statements"): (i) audited consolidated unaudited annual balance sheets of Seller, Liberty Marketing and Liberty Services, unaudited consolidated balance sheets the Company as of Liberty Life and of each Company Subsidiary as at December 31 in each of the years 1997 through 1999, and audited consolidated balance sheets of Liberty Bermuda as at December 31 in each of the years 1997 and 1998 and unaudited consolidated balance sheets of Liberty Bermuda as at December October 31, 1999, 2009 and the related audited statements of income, changes in stockholders' equity and cash flow for each of the fiscal years then ended, together with the notes thereto and, in the case of the audited balance financial statements, the report thereon of Ernst & Young, independent certified public accountants and (ii) unaudited balance sheets of Seller, each Company and each Company Subsidiary as at March 31, 2000 and for the quarters thereafter ending more than 30 days prior to the Closing, for Seller and each Company and each Company Subsidiary, as the case may be, 2008 and the related unaudited statements of income, changes in stockholders' equity and cash flow income for the three months fiscal years then endedended and (2) the unaudited quarterly balance sheet of the Company as of July 31, including 2010 and the related unaudited statements of income for such period (the financial statements referenced in each case any notes theretoclauses (1) and (2), with respect to each item in Subsection (ii) onlycollectively, each to the extent that such “GAAP Financial Statements”). The GAAP Financial Statements have been (A) were derived from and are consistent with the Books and Records, (B) were prepared in accordance with GAAP applied on a consistent basis during the past in the Ordinary Course of Business periods presented, (as defined in Section 3.7 hereof). (bC) The Financial Statements and notes thereto fairly present, or in the case of Financial Statements subsequent to the date hereof will fairly present, in each case in all material respects, in accordance with GAAP, the financial position and the position, results of operations, changes in stockholders' equity assets and cash flow liabilities of Seller (but only insofar the Company as such relate to the Business), each Company and each Company Subsidiary as at of the respective dates of of, and for the periods referred to in such in, the GAAP Financial Statements, all in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis (except as may be indicated in the notes thereto) during the periods presented, subject, in the case of unaudited quarterly financial statements, to the absence of notes and schedules and to normal year-end adjustments that are not or would not be material in amount or effect. As of their respective dates, effect and (D) were prepared in compliance with the Financial Statements did not, and any Financial Statements subsequent to the date hereof will not (but in each case with respect to Financial Statements of Seller only insofar as such relate to the Business), contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light internal control procedures of the circumstances in which they were made, not misleading. No financial statements of any Person other than each Company and each Company Subsidiary and the Excluded Subsidiaries are required by GAAP to be included in the consolidated Financial Statements of any Company. (cb) Prior to the date of this Agreement, Seller has previously furnished or made available (or in the case to Purchaser and Life Reinsurer copies of statutory statements for periods after the quarter ending March 31, 2000, will promptly furnish or make available) to Buyer, the following statutory statements, in each case together with all the exhibits, interrogatories, notes, schedules and notes thereto and any actuarial opinions, affirmations or and certifications or other supporting documents filed in connection therewith therewith: (collectively, the "Statutory Statements"): (i1) the annual statement of Liberty Life, Liberty Bermuda and each Insurance Subsidiary as at December 31 in each statutory statements of the years ended 1997 through 1999Company, in each case as filed with the insurance regulatory authority Department, as of and for the years ended December 31, 2009, 2008 and 2007, (2) the audited annual statutory financial statements of the jurisdiction Company as of domicile and for the years ended December 31, 2009, 2008 and 2007 (the statements referenced in clauses (1) and (2), the “Annual Statutory Statements”), and (3) the unaudited quarterly statutory financial statements of Liberty Lifethe Company as of and for the quarter ended June 30, Liberty Bermuda 2010 (the “Quarterly Statutory Statement”) (collectively with the Annual Statutory Statements and each Insurance Subsidiarythe Quarterly Statutory Statement, the “Statutory Statements”). The Statutory Statements (A) were derived from and are consistent with the Books and Records, (B) were prepared in accordance with all applicable Laws, statutory accounting practices and procedures otherwise required, permitted or then in effect by the Department, as the case may be (the "Annual Statements"“SAP”), and (ii) the quarterly statements of Liberty Life, Liberty Bermuda and each Insurance Subsidiary for each quarterly period from and including the quarterly period ended March 31, 2000 and the quarters thereafter ending more than 30 days prior to the Closing, applied in each case as filed with on a consistent basis during the insurance regulatory authority of the jurisdiction of domicile of Liberty Lifeperiod presented, Liberty Bermuda and each Insurance Subsidiary, as the case may be (the "Quarterly Statements"). (dC) The financial statements, including the notes thereto, included in the Statutory Statements fairly present (or in the case of financial statements, including the notes thereto, included in the Statutory Statements subsequent to the date hereof will fairly present) in each case, in all material respects, the statutory financial position of the Company at the dates thereof and the statutory results of operations, capital and surplus of the Company for the periods then ended and (D) were prepared in compliance with the internal control procedures of the Company. No material deficiency has been asserted by any Governmental Authority with respect to any of the Statutory Statements. As of the Closing Date, the statutory statements delivered to Purchaser pursuant to Section 5.4 will (A) fairly present, in all material respects, the statutory financial position of the Company as of the dates thereof and the statutory results of operations, capital and surplus of the Company for the periods then ended (B) be derived from and consistent with the Books and Records (C) be prepared in accordance with SAP (as defined herein) the respective statutory financial positions all applicable Laws and results of operations of Liberty Life, Liberty Bermuda and each such Insurance Subsidiary, as the case may be, as at the respective dates of and for the periods therein specified, were (or in the case of Statutory Statements subsequent to the date hereof will be) prepared in conformity with statutory accounting principles prescribed or permitted by the applicable insurance regulatory authority, as in effect as of the date of the respective statementSAP, applied in each case on a consistent basis during the periods period presented and ("SAP"D) be prepared in compliance with the internal control procedures of the Company. (c) The Company does not have any Liabilities of the nature required to be disclosed in Statutory Statements or the notes thereto other than (1) Liabilities reflected or reserved against in the most recent Quarterly Statutory Statement (or the notes thereto, if applicable), except (2) Ordinary Course Liabilities incurred since the date of the latest Quarterly Statutory Statement and (3) Liabilities that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect with respect to the Company. (d) There are no material impairments on any assets of the Company other than impairments reflected in the GAAP Financial Statements or the Statutory Statements as expressly set forth within of and for the subject financial statementsperiod ended July 31, 2010 or June 30, 2010, respectively. (e) The Company has not applied for nor obtained any permitted accounting practice or procedure from the Department other than a permitted practice or procedure of general applicability to all life insurance companies in the State of South Carolina. The Statutory Statements were (not prepared on the basis of any permitted accounting practice or in the case of Statutory Statements subsequent to the date hereof, will be) complete in all material respects and complied (or in the case of Statutory Statements subsequent to the date hereof, will comply) in all material respects with all applicable Laws when filed and no material deficiencies have been asserted to any Company or Insurance Subsidiary by any insurance authority. The Annual Statements for the year ending December 31, 1999, together with the Financial Statements for the year ending December 31, 1999, are referred to collectively as the "Final Year End Statements", and the most recent Quarterly Statements prior to the Closing for Liberty Life, Liberty Bermuda and each Insurance Subsidiary, as the case may be, together with the Financial Statements for the same three months are referred to herein as the "Final Quarterly Statements". Seller has delivered or made available to Buyer true and complete copies of all examination reports of insurance departments and any insurance regulatory agencies relating to Liberty Life since January 1, 1995 and relating to Liberty Bermuda and the Insurance Subsidiaries since January 1, 1997procedure. (ef) Except as set forth on Schedule 3.6(eThe most recently filed Annual Statutory Statement contains, in accordance with SAP, an adequate reserve for all Taxes payable by the Company for all taxable periods through the date of such Annual Statement. (g) The GAAP Financial Statements contain adequate provision for all uncertain tax positions in accordance with ASC 000-00-00 (formerly FIN 48) for all taxable periods through the date of the Disclosure Schedule, at the Closing, all of those books and records of each Company and each Company Subsidiary shall be in the possession or under the control of each Company and each Company Subsidiarysuch GAAP Financial Statements.

Financial and Statutory Statements. (a) Seller has previously furnished or made available (or in the case of financial statements for periods after the quarter ending March 31attached hereto as Schedule 3.6(a), 2000, will promptly furnish or make available) to Buyer the following financial statements (collectively, collectively the "“Financial Statements"”): (i) audited consolidated the Company’s unaudited balance sheets sheet and statements of Seller, Liberty Marketing income as of and Liberty Services, unaudited consolidated balance sheets of Liberty Life and of each Company Subsidiary as at December 31 in each of for the years 1997 through 1999, and audited consolidated balance sheets of Liberty Bermuda as at December 31 in each of the years 1997 and 1998 and unaudited consolidated balance sheets of Liberty Bermuda as at ended December 31, 19992006 and December 31, 2007 (collectively, the “Annual Financial Statements” and the related audited statements unaudited balance sheet as of incomeDecember 31, changes in stockholders' equity and cash flow for each of 2007 referred to herein as the fiscal years then ended, together with the notes thereto and, in the case of the audited balance financial statements, the report thereon of Ernst & Young, independent certified public accountants “Acquisition Balance Sheet”); and (ii) the Company’s interim, unaudited balance sheets sheet and statement of Sellerincome (collectively, each Company and each Company Subsidiary the “Most Recent Financial Statements”) as at March 31, 2000 of and for the quarters thereafter ending more than 30 days prior to the Closingfour (4) month period ended April 30, for Seller and each Company and each Company Subsidiary, as the case may be, and the related unaudited statements of income, changes in stockholders' equity and cash flow for the three months then ended, including in each case any notes thereto, with respect to each item in Subsection (ii) only, each to the extent that such 2008. The Financial Statements were derived from the books and records regularly maintained by management of the Company, have been prepared in accordance with GAAP, and present fairly in all material respects the past financial condition of the Company as of the respective dates thereof and the results of operations of the Company for such respective periods and do not contain any items of special or nonrecurring nature, other than as set forth therein; provided, that, the Financial Statements omit the statements of stockholders’ equity and cash flows, footnotes and other presentation items required by GAAP for complete financial statements. All adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included in the Ordinary Course of Business (as defined in Section 3.7 hereof)Annual Financial Statements. (b) The Financial Statements Seller has further delivered to Purchaser a true and notes thereto fairly present, or in the case of Financial Statements subsequent to the date hereof will fairly present, in each case in all material respects, the financial position and the results of operations, changes in stockholders' equity and cash flow of Seller (but only insofar as such relate to the Business), each Company and each Company Subsidiary as at the respective dates of and for the periods referred to in such Financial Statements, all in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis (except as may be indicated in the notes thereto) during the periods presented, subject, in the case of unaudited financial statements, to notes and normal year-end adjustments that would not be material in amount or effect. As of their respective dates, the Financial Statements did not, and any Financial Statements subsequent to the date hereof will not (but in each case with respect to Financial Statements of Seller only insofar as such relate to the Business), contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light correct copy of the circumstances in which they were madeCompany’s audited, not misleading. No annual statutory-basis financial statements of any Person other than each the Company and each for the year ended December 31, 2007 (the “Annual Statement”), the quarterly statutory-basis financial statements of the Company Subsidiary and the Excluded Subsidiaries are required by GAAP to be included in the consolidated Financial Statements of any Company. (c) Seller has previously furnished or made available (or in the case of statutory statements for periods after the quarter ending ended March 31, 20002008, will promptly furnish or make available) to Buyer, (the following statutory statements, in each case together with all exhibits, interrogatories, notes, schedules and any actuarial opinions, affirmations or certifications or other supporting documents filed in connection therewith (collectively, the "Statutory Statements"): (i) the annual statement of Liberty Life, Liberty Bermuda and each Insurance Subsidiary as at December 31 in each of the years ended 1997 through 1999“Quarterly Statement”), in each case as filed with the insurance regulatory authority OIR. Further, Seller has delivered to Purchaser a true and correct copy of the jurisdiction Company’s interim, unaudited balance sheet and statement of domicile income as of Liberty Lifeand for the four (4) month period ended April 30, Liberty Bermuda and each Insurance Subsidiary, as the case may be 2008 (the "“Interim Statement”, together with the Quarterly Statement and the Annual Statement, the “Statutory Statements"”). The financial statements included within the Statutory Statements have been prepared in accordance with SAP, have been derived from the books and records of the Company, and present fairly the statutory financial position of the Company at the respective dates thereof and the statutory results of operations and cash flows of the Company for the periods then ended, except that the Quarterly Statement and Interim Statement have not been audited and are subject to normal year-end adjustments and omit footnotes and other presentation items required by SAP. Each of the Annual Statement and Quarterly Statement (i) complied in all material respects with the requirements of the Florida Insurance Code as of the date of its filing, and (ii) the quarterly statements of Liberty Life, Liberty Bermuda and each Insurance Subsidiary for each quarterly period from and including the quarterly period ended March 31, 2000 and the quarters thereafter ending more than 30 days prior was filed with or submitted to the Closing, OIR in each case as filed with the insurance regulatory authority of the jurisdiction of domicile of Liberty Life, Liberty Bermuda and each Insurance Subsidiary, as the case may be (the "Quarterly Statements"). (d) The financial statements, including the notes thereto, included in the Statutory Statements fairly present (or in the case of financial statements, including the notes thereto, included in the Statutory Statements subsequent to the date hereof will fairly present) in each case, in all material respects, in accordance with SAP (as defined herein) the respective statutory financial positions and results of operations of Liberty Life, Liberty Bermuda and each such Insurance Subsidiary, as the case may be, as at the respective dates of and for the periods therein specified, were (or in the case of Statutory Statements subsequent to the date hereof will be) prepared in conformity with statutory accounting principles a timely manner on forms prescribed or permitted by the applicable insurance regulatory authority, as in effect as OIR at the time of the date of the respective statement, applied on a consistent basis during the periods presented ("SAP"filing. Except as set forth in Schedule 3.6(b), except as expressly set forth within the subject financial statements. The Statutory Statements were (or in the case of Statutory Statements subsequent to the date hereof, will be) complete in all material respects and complied (or in the case of Statutory Statements subsequent to the date hereof, will comply) in all material respects with all applicable Laws when filed and no material deficiencies have been asserted or, to any the Knowledge of Seller, threatened against the Company or Insurance Subsidiary by any insurance authority. The Annual with respect to the Statutory Statements for that were filed with the year ending December 31, 1999, together with OIR. (c) Notwithstanding anything set forth above in this Section 3.6: (i) the claims payable in the Financial Statements for and Statutory Statements have been computed on the year ending December 31, 1999, are referred to collectively as basis of methodologies consistent with the "Final Year End Statements", past practices of the Company; and (ii) the claims payable in the Annual Financial Statements and the most recent Quarterly Statements prior Annual Statement (x) have been computed in accordance with presently accepted actuarial standards consistently applied and are fairly stated in accordance with sound actuarial principles and (y) meet the requirements of any Law applicable to the Closing for Liberty Life, Liberty Bermuda and each Insurance Subsidiary, as the case may be, together with the Financial Statements for the same three months are referred to herein as the "Final Quarterly Statements"such reserves. Seller has delivered or made available to Buyer true and complete copies of all examination reports of insurance departments and any insurance regulatory agencies relating to Liberty Life since January 1, 1995 and relating to Liberty Bermuda and the Insurance Subsidiaries since January 1, 1997. (e) Except as set forth on in Schedule 3.6(e) 3.6(c), all reinsurance receivables payable under Reinsurance Contracts to which the Company is a party represents an admitted asset or reduction of loss reserves of the Disclosure Schedule, at the Closing, all of those books and records of each Company and each Company Subsidiary shall be in the possession or under respective financial statements included in the control of each Company Statutory Statements and each Company Subsidiarytheir carrying values have been described in conformity with applicable Laws and SAP.