Common use of Investment Assets Clause in Contracts

Investment Assets. (a) Except as would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect, (i) each of the investment assets owned by a Company Insurance Entity (the “Investment Assets”) complied in all respects with the investment policies and guidelines as in effect at the time such Investment Asset was acquired by the applicable Company Insurance Entity (the “Investment Guidelines”) and (ii) the Company and each of its Subsidiaries has good and marketable title in and to all of the Investment Assets it purports to own, free and clear of all Liens. (b) As of the date hereof, except as would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect, (i) neither the Company nor any of its Subsidiaries has any material funding obligations of any kind, or material obligation to make any additional advances or investments (including any obligation relating to any currency or interest rate swap, hedge or similar arrangement) in respect of, any of the Investment Assets and (ii) there are no material outstanding commitments, options, put agreements or other arrangements relating to the Investment Assets to which the Company or any of its Subsidiaries may be subject upon or after the Closing.

Appears in 3 contracts

Samples: Merger Agreement, Merger Agreement (CF Corp), Merger Agreement (Fidelity & Guaranty Life)

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Investment Assets. (a) Except as would not, individually or in the aggregate, reasonably be likely expected to have a Company Material Adverse Effect, (i) each of the investment assets owned by a Company Insurance Entity Subsidiary (the “Investment Assets”) complied in all respects with the investment policies and guidelines as in effect at the time such Investment Asset was acquired by the applicable Company Insurance Entity Subsidiary (the “Investment Guidelines”) and (ii) the Company and each of its Subsidiaries has good and marketable title in and to all of the Investment Assets it purports to own, free and clear of all Liens, other than Permitted Liens. (b) As of the date hereof, except Except as would not, individually or in the aggregate, reasonably be likely expected to have a Company Material Adverse EffectEffect as of the date hereof, (i) neither the Company nor any of its Subsidiaries has any material funding obligations of any kind, or material obligation to make any additional advances or investments (including any obligation relating to any currency or interest rate swap, hedge or similar arrangement) in respect of, any of the Investment Assets and (ii) there are no material outstanding commitments, options, put agreements or other arrangements relating to the Investment Assets to which the Company or any of its Subsidiaries may be subject upon or after the Closing.

Appears in 1 contract

Samples: Merger Agreement (Fidelity & Guaranty Life)

Investment Assets. (a) Except as has not had and would not, individually or in the aggregate, reasonably be likely expected to have a Company Material Adverse Effect, (i) each of the investment investments assets owned by a Company Insurance Entity (the “Investment Assets”) complied in all respects with the investment policies and guidelines as in effect at the time such Investment Asset was acquired by the applicable Company Insurance Entity (the “Investment Guidelines”) and (ii) the Company and each of its Subsidiaries subsidiaries has good and marketable title in and to all of the Investment Assets it purports to own, free and clear of all Liensclaims, liens, charges, security interests or encumbrances. (b) As of the date hereof, except as has not had and would not, individually or in the aggregate, reasonably be likely expected to have a Company Material Adverse Effect, (i) neither the Company nor any of its Subsidiaries subsidiaries has any material funding obligations of any kind, or material obligation to make any additional advances or investments (including any obligation relating to any currency or interest rate swap, hedge or similar arrangement) in respect of, any of the Investment Assets and (ii) there are no material outstanding commitments, options, put agreements or other arrangements relating to the Investment Assets to which the Company or any of its Subsidiaries subsidiaries may be subject upon or after the Closing.

Appears in 1 contract

Samples: Merger Agreement (Phoenix Companies Inc/De)

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Investment Assets. (a) Except as has not had and would not, individually or in the aggregate, reasonably be likely expected to have a Company Material Adverse Effect, (i) each of the investment investments assets owned by a Company Insurance Entity (the “Investment Assets”) complied in all respects with the investment policies and guidelines as in effect at the time such Investment Asset was acquired by the applicable Company Insurance Entity (the “Investment Guidelines”) and (ii) the Company and each of its Subsidiaries subsidiaries has good and marketable title in and to all of the Investment Assets it purports to own, free and clear of all Liensclaims, liens, charges, security interests or encumbrances. (b) As of the date hereof, except as has not had and would not, individually or in the aggregate, reasonably be likely expected to have a Company Material Adverse Effect, , (i) neither the Company nor any of its Subsidiaries subsidiaries has any material funding obligations of any kind, or material obligation to make any additional advances or investments (including any obligation relating to any currency or interest rate swap, hedge or similar arrangement) in respect of, any of the Investment Assets and (ii) there are no material outstanding commitments, options, put agreements or other arrangements relating to the Investment Assets to which the Company or any of its Subsidiaries subsidiaries may be subject upon or after the Closing.

Appears in 1 contract

Samples: Merger Agreement

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