Common use of Liabilities and Reserves Clause in Contracts

Liabilities and Reserves. (a) The reserves carried on the Company SAP Statements of each Company Insurance Subsidiary for future insurance policy benefits, losses, claims and similar purposes were, as of the respective dates of such Company SAP Statements, in compliance in all material respects with the requirements for reserves established by the insurance Regulatory Authority of the state of domicile of such Company Insurance Subsidiary, were determined in all material respects in accordance with generally accepted actuarial standards and principles consistently applied, and were fairly stated in all material respects in accordance with sound actuarial and statutory accounting principles. Such reserves were adequate in the aggregate to cover the total amount of all reasonably anticipated Liabilities of the Company and each Company Insurance Subsidiary under all outstanding insurance, reinsurance and other applicable agreements as of the respective dates of such Company SAP Statements. The admitted assets of each Company Insurance Subsidiary as determined under applicable Laws are in an amount at least equal to the minimum amounts required by applicable Laws. In addition, the Company has delivered or made available to Parent copies of all material work papers used as the basis for establishing the reserves for the Company and the Company Insurance Subsidiaries at December 31, 1995, December 31, 1996 and September 30, 1997, respectively. (b) Except for regular periodic assessments in the ordinary course of business or assessments based on developments which are publicly known within the insurance industry, to the Knowledge of the Company, no claim or assessment is pending or threatened against any Company Insurance Subsidiary which is peculiar or unique to such Company Insurance Subsidiary by any state insurance guaranty associations in connection with such association's fund relating to insolvent insurers (or similar state assessment authority) which, if determined adversely, would, individually or in the aggregate, be reasonably likely to have a Company Material Adverse Effect.

Appears in 2 contracts

Samples: Merger Agreement (Fortis Inc /Nv/), Agreement and Plan of Merger (Alden John Financial Corp)

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Liabilities and Reserves. (ai) The reserves carried on the Company SAP Statements of each Company Insurance Subsidiary for future insurance policy benefits, losses, claims and similar purposes were, as of the respective dates of such Company SAP Statements, in compliance in all material respects with the requirements for reserves established by the insurance Regulatory Authority departments of the state of domicile of such Company Insurance Subsidiary, were determined in all material respects in accordance -31- 38 with generally accepted actuarial standards and principles consistently applied, and were fairly stated in all material respects in accordance with sound actuarial and statutory accounting principles. Such reserves were adequate in the aggregate to cover the total amount of all reasonably anticipated Liabilities liabilities of the Company and each Company Insurance Subsidiary under all outstanding insurance, reinsurance and other applicable agreements as of the respective dates of such Company SAP Statements. The admitted assets of each Company Insurance Subsidiary as determined under applicable Laws are in an amount at least equal to the minimum amounts required by applicable Laws. In addition, the Company has delivered or made available to Parent copies of all material work papers used as the basis for establishing the reserves for the Company and the Company Insurance Subsidiaries at December 31, 1995, 1995 and December 31, 1996 and September 30, 19971996, respectively. (bii) Except for regular periodic assessments in the ordinary course of business or assessments based on developments which are publicly known within the insurance industry, to the Knowledge knowledge of the executive officers of the Company, no claim or assessment is pending or threatened against any Company Insurance Subsidiary which is peculiar or unique to such Company Insurance Subsidiary by any state insurance guaranty associations in connection with such association's fund relating to insolvent insurers (or similar state assessment authority) which, which if determined adversely, would, individually or in the aggregate, be reasonably likely to have a Company Material Adverse Effect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (American Bankers Insurance Group Inc)

Liabilities and Reserves. (a) The reserves carried on the Company SAP Statements company sap statements of each Company Insurance Subsidiary for the year ended December 31, 1998 for future insurance policy benefits, losses, claims and similar purposes were, as of the respective dates of such Company SAP Statements, (including claims litigation) are in compliance in all material respects with the requirements for reserves established by the insurance Regulatory Authority departments of the state of domicile of such Company Insurance Subsidiary, were determined in all material respects in accordance with generally accepted actuarial standards and principles consistently applied, were determined in accordance with SAP and were are fairly stated in all material respects in accordance with sound actuarial and statutory accounting principles. Such reserves were adequate in the aggregate to cover the total amount of all reasonably anticipated Liabilities liabilities of the Company and each Company Insurance Subsidiary under all outstanding insurance, reinsurance and other applicable agreements as of the respective dates of such Company SAP Statementsstatements. The admitted assets of the Company and each Company Insurance Subsidiary as determined under applicable Laws laws are in an amount at least equal to the minimum amounts required by applicable Lawslaws. In addition, the Company has delivered or made available to Parent copies of all material work papers used as the basis for establishing the reserves for the Company and the Company Insurance Subsidiaries at December 31, 1995, 1997 and December 31, 1996 and September 1998, respectively. With respect to the quarterly period ended June 30, 19971999, respectivelythe Company will establish the reserves set forth in Section 4.22 of the Company Disclosure Schedule. (b) Except for regular periodic assessments in the ordinary course of business or assessments based on developments which are publicly known within the insurance industry, to the Knowledge knowledge of the Responsible Executive Officers of the Company, no claim or assessment is pending or threatened against any Company Insurance Subsidiary which is peculiar or unique to such Company Insurance Subsidiary by any state insurance guaranty associations in connection with such association's fund relating to insolvent insurers (or similar state assessment authority) which, which if determined adversely, adversely would, individually or in the aggregate, be reasonably likely to have a Company Material Adverse Effect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ace LTD)

Liabilities and Reserves. (a) The reserves carried on the Company SAP Statements of each Company Insurance Subsidiary for future insurance policy benefitsthe year ended December 31, 1997 and the nine month period ended September 30, 1998 for unearned premiums, losses, loss adjustment expenses, claims and similar purposes were, as of the respective dates of such Company SAP Statements, (including claims litigation) are in compliance in all material respects with the requirements for reserves established by the insurance Regulatory Authority departments of the state jurisdiction of domicile of such Company Insurance Subsidiary, were determined in all material respects in accordance with generally accepted published actuarial standards of practice and principles consistently applied, and were are fairly stated in all material respects in accordance with sound accepted actuarial and statutory accounting principles. Such reserves were adequate in the aggregate to cover the total amount of all reasonably anticipated Liabilities liabilities of the Company and each Company Insurance Subsidiary under all outstanding insurance, reinsurance and other applicable agreements as of the respective dates of such Company SAP Statements. The admitted assets of the Company and each Company Insurance Subsidiary as determined under applicable Laws are in an amount at least equal to the minimum amounts required by applicable Laws. In addition, the Company has delivered or made available to Parent copies of all material work papers used as the basis for establishing the reserves for the Company and the Company Insurance Subsidiaries at December 31, 1995, December 31, 1996 and September 30, 1997, respectively. (b) Except for regular periodic assessments in the ordinary course of business or assessments based on developments which are publicly known within the insurance industry, to the Knowledge knowledge of the Company, no claim or assessment is pending or threatened against any Company Insurance Subsidiary which is peculiar or unique to such Company Insurance Subsidiary by (i) any state insurance guaranty associations in connection with such association's fund relating to insolvent insurers or (ii) any assigned risk plan or similar state assessment authority) which, other involuntary market plan which if determined adversely, adversely would, individually or in the 24 30 aggregate, be reasonably likely to have result in a cost to the Company Material Adverse Effector any of its Subsidiary of an amount in excess of $500,000.

Appears in 1 contract

Samples: Merger Agreement (Executive Risk Inc /De/)

Liabilities and Reserves. (ai) The reserves carried on the Company SAP Statements of each Company Insurance Subsidiary for future insurance policy benefits, losses, claims and similar purposes were, as of the respective dates of such Company SAP Statements, in compliance in all material respects with the requirements for reserves established by the insurance Regulatory Authority departments of the state of domicile of such Company Insurance Subsidiary, were determined in all material respects in accordance with generally accepted actuarial standards and principles consistently applied, and were fairly stated in all material respects in accordance with sound actuarial and statutory accounting principles. Such Except as set forth in Section 5(r) of the Company Disclosure Letter, such reserves were adequate in the aggregate to cover the total amount of all reasonably anticipated Liabilities liabilities of the Company and each Company Insurance Subsidiary under all outstanding insurance, reinsurance and other applicable agreements as of the respective dates of such Company SAP Statements. The admitted assets of each Company Insurance Subsidiary as determined under applicable Laws are in an amount at least equal to the minimum amounts required by such applicable Laws. In addition, the Company has delivered or made available provided to Parent copies of substantially all material work papers used as the basis for establishing the reserves for the Company and the Company Insurance Subsidiaries at December 31, 1995, 1997 and December 31, 1996 and September 30, 19971998, respectively. (bii) Except for regular periodic assessments in the ordinary course of business or assessments based on developments which are publicly known within the insurance industryindustry no claim or assessment is pending or, to the Knowledge of the Company, no claim or assessment is pending or threatened against any Company Insurance Subsidiary which is peculiar or unique to such Company Insurance Subsidiary by any state insurance guaranty associations in connection with such association's fund relating to insolvent insurers (or similar state assessment authority) which, which if determined adversely, would, individually or in the aggregate, be is reasonably likely to have a Company Material Adverse Effect.

Appears in 1 contract

Samples: Merger Agreement (Mmi Companies Inc)

Liabilities and Reserves. (ai) The reserves carried on the Company SAP Statements of each Company Insurance Subsidiary for future insurance policy benefits, losses, claims and similar purposes were, as of the respective dates of such Company SAP Statements, in compliance in all material respects with the requirements for reserves established by the insurance Regulatory Authority departments of the state of domicile of such Company Insurance Subsidiary, were determined in all material respects in accordance with generally accepted actuarial standards and principles consistently applied, and were fairly stated in all material respects in accordance with sound actuarial and statutory accounting principles. Such The Company reasonably believes that such reserves were adequate in the aggregate to cover the total amount of all reasonably anticipated Liabilities liabilities of the Company and each Company Insurance Subsidiary under all outstanding insurance, reinsurance and other applicable agreements as of the respective dates of such Company SAP Statements. The admitted assets of each Company Insurance Subsidiary as determined under applicable Laws are in an amount at least equal to the minimum amounts required by applicable Laws. In addition, the Company has delivered or made available to Parent copies of all material work papers used as the basis for establishing the reserves for the Company and the Company Insurance Subsidiaries at December 31, 1995, December 31, 1996 and September 30December 31, 1997, respectively. (bii) Except for regular periodic assessments in the ordinary course of business or assessments based on developments which are publicly known within the insurance industry, to the Knowledge knowledge of the CompanyCompany and its Subsidiaries, no claim or assessment is pending or threatened against any Company Insurance Subsidiary which is peculiar or unique to such Company Insurance Subsidiary by any state insurance guaranty associations association in connection with such association's fund relating to insolvent insurers (or similar state assessment authority) which, which if determined adversely, would, individually or in the aggregate, be reasonably likely to have a Company Material Adverse Effect.

Appears in 1 contract

Samples: Merger Agreement (American Bankers Insurance Group Inc)

Liabilities and Reserves. (a) The reserves carried on the Company SAP Statements of each Company Insurance Subsidiary for the year ended December 31, 1998 for future insurance policy benefits, losses, claims and similar purposes were, as of the respective dates of such Company SAP Statements, (including claims litigation) are in compliance in all material respects with the requirements for reserves established by the insurance Regulatory Authority departments of the state of domicile of such Company Insurance Subsidiary, were determined in all material respects in accordance with generally accepted actuarial standards and principles consistently applied, were determined in accordance with SAP and were are fairly stated in all material respects in accordance with sound actuarial and statutory accounting principles. Such reserves were adequate in the aggregate to cover the total amount of all reasonably anticipated Liabilities liabilities of the Company and each Company Insurance Subsidiary under all outstanding insurance, reinsurance and other applicable agreements as of the respective dates of such Company SAP Statements. The admitted assets of the Company and each Company Insurance Subsidiary as determined under applicable Laws are in an amount at least equal to the minimum amounts required by applicable Laws. In addition, the Company has delivered or made available to Parent copies of all material work papers used as the basis for establishing the reserves for the Company and the Company Insurance Subsidiaries at December 31, 1995, 1997 and December 31, 1996 and September 1998, respectively. With respect to the quarterly period ended June 30, 19971999, respectivelythe Company will establish the reserves set forth in SECTION 4.22 of the Company Disclosure Schedule. (b) Except for regular periodic assessments in the ordinary course of business or assessments based on developments which are publicly known within the insurance industry, to the Knowledge knowledge of the Responsible Executive Officers of the Company, no claim or assessment is pending or threatened against any Company Insurance Subsidiary which is peculiar or unique to such Company Insurance Subsidiary by any state insurance guaranty associations in connection with such association's fund relating to insolvent insurers (or similar state assessment authority) which, which if determined adversely, adversely would, individually or in the aggregate, be reasonably likely to have a Company Material Adverse Effect.

Appears in 1 contract

Samples: Merger Agreement (Capital Re Corp)

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Liabilities and Reserves. (a) The reserves carried on the Company SAP Statements of each Company Insurance Subsidiary for future insurance policy benefitsthe year ended December 31, 1997 and the nine month period ended September 30, 1998 for unearned premiums, losses, loss adjustment expenses, claims and similar purposes were, as of the respective dates of such Company SAP Statements, (including claims litigation) are in compliance in all material respects with the requirements for reserves established by the insurance Regulatory Authority departments of the state jurisdiction of domicile of such Company Insurance Subsidiary, were determined in all material respects in accordance with generally accepted published actuarial standards of practice and principles consistently applied, and were are fairly stated in all material respects in accordance with sound accepted actuarial and statutory accounting principles. Such reserves were adequate in the aggregate to cover the total amount of all reasonably anticipated Liabilities liabilities of the Company and each Company Insurance Subsidiary under all outstanding insurance, reinsurance and other applicable agreements as of the respective dates of such Company SAP Statements. The admitted assets of the Company and each Company Insurance Subsidiary as determined under applicable Laws are in an amount at least equal to the minimum amounts required by applicable Laws. In addition, the Company has delivered or made available to Parent copies of all material work papers used as the basis for establishing the reserves for the Company and the Company Insurance Subsidiaries at December 31, 1995, December 31, 1996 and September 30, 1997, respectively. (b) Except for regular periodic assessments in the ordinary course of business or assessments based on developments which are publicly known within the insurance industry, to the Knowledge knowledge of the Company, no claim or assessment is pending or threatened against any Company Insurance Subsidiary which is peculiar or unique to such Company Insurance Subsidiary by (i) any state insurance guaranty associations in connection with such association's fund relating to insolvent insurers or (ii) any assigned risk plan or similar state assessment authority) which, other involuntary market plan which if determined adversely, adversely would, individually or in the aggregate, be reasonably likely to have result in a cost to the Company Material Adverse Effector any of its Subsidiary of an amount in excess of $500,000.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Chubb Corp)

Liabilities and Reserves. (ai) The reserves carried on the Company SAP Statements of each Company Insurance Subsidiary for future insurance policy benefits, losses, claims and similar purposes were, as of the respective dates of such Company SAP Statements, in compliance in all material respects with the requirements for reserves established by the insurance Regulatory Authority departments of the state of domicile of such Company Insurance Subsidiary, were determined in all material respects in accordance with generally accepted actuarial standards and principles consistently applied, and were fairly stated in all material respects in accordance with sound actuarial and statutory accounting principles. Such reserves were adequate in the aggregate to cover the total amount of all reasonably anticipated Liabilities liabilities of the Company and each Company Insurance Subsidiary under all outstanding insurance, reinsurance and other applicable agreements as of the respective dates of such Company SAP Statements. The admitted assets of each Company Insurance Subsidiary as determined under applicable Laws are in an amount at least equal to the minimum amounts required by applicable Laws. In addition, the Company has delivered or made available to Parent copies of all material work papers used as the basis for establishing the reserves for the Company and the Company Insurance Subsidiaries at December 31, 1995, 1997 and December 31, 1996 and September 30, 19971998, respectively. (bii) Except for regular periodic assessments in the ordinary course of business or assessments based on developments which are publicly known within the insurance industry, to the Knowledge knowledge of the Company, no claim or assessment is pending or threatened against any Company Insurance Subsidiary which is peculiar or unique to such Company Insurance Subsidiary by any state insurance guaranty associations association in connection with such association's fund relating to insolvent insurers (or similar state assessment authority) which, which if determined adversely, would, individually or in the aggregate, be reasonably likely to have a Company Material Adverse Effect.

Appears in 1 contract

Samples: Merger Agreement (American Bankers Insurance Group Inc)

Liabilities and Reserves. (a) The reserves carried on the Company SAP Statements of each Company Insurance Subsidiary for the year ended December 31, 1998 for future insurance policy benefits, losses, claims and similar purposes were, as of the respective dates of such Company SAP Statements, (including claims litigation) are in compliance in all material respects with the requirements for reserves established by the insurance Regulatory Authority departments of the state of domicile of such Company Insurance Subsidiary, were determined in all material respects in accordance with generally accepted actuarial standards and principles consistently applied, were determined in accordance with SAP and were are fairly stated in all material respects in accordance with sound actuarial and statutory accounting principles. Such reserves were adequate in the aggregate to cover the total amount of all reasonably anticipated Liabilities liabilities of the Company and each Company Insurance Subsidiary under all outstanding insurance, reinsurance and other applicable agreements as of the respective dates of such Company SAP Statements. The admitted assets of the Company and each Company Insurance Subsidiary as determined under applicable Laws are in an amount at least equal to the minimum amounts required by applicable Laws. In addition, the Company has delivered or made available to Parent copies of all material work papers used as the basis for establishing the reserves for the Company and the Company Insurance Subsidiaries at December 31, 1995, 1997 and December 31, 1996 and September 1998, respectively. With respect to the quarterly period ended June 30, 19971999, respectivelythe Company will establish the reserves set forth in Section 4.22 of the Company Disclosure Schedule. (b) Except for regular periodic assessments in the ordinary course of business or assessments based on developments which are publicly known within the insurance industry, to the Knowledge knowledge of the Responsible Executive Officers of the Company, no claim or assessment is pending or threatened against any Company Insurance Subsidiary which is peculiar or unique to such Company Insurance Subsidiary by any state insurance guaranty associations in connection with such association's fund relating to insolvent insurers (or similar state assessment authority) which, which if determined adversely, adversely would, individually or in the aggregate, be reasonably likely to have a Company Material Adverse Effect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Capital Re Corp)

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