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 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 departments of the state of domicile (or local equivalent) of such Company Insurance Subsidiary, were determined in all material respects in accordance with generally accepted actuarial principles consistently applied, were computed on the basis of methodologies consistent in all material respects with those used in prior periods, except as otherwise noted in the Company SAP Statements, were fairly stated in all material respects in accordance with sound actuarial and statutory accounting principles and were established in accordance, in all material respects, with prudent insurance practices generally followed in the insurance industry. Such reserves make a reasonable provision for loss and loss adjustment exposure liability in the aggregate to cover the total amount of all reasonably anticipated liabilities of the Company and the Company Insurance Subsidiaries under all outstanding insurance, reinsurance and other applicable agreements as of the respective dates of such Company SAP Statements. The Company has provided or made available to Parent copies of substantially all work papers used as the basis for establishing the reserves for the Company and the Company Insurance Subsidiaries at December 31, 2001 and December 31, 2002, 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 association in connection with such association’s fund relating to insolvent insurers, which, if determined adversely would, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Appears in 2 contracts

Samples: Merger Agreement (St Paul Companies Inc /Mn/), Merger Agreement (St Paul Companies Inc /Mn/)

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Liabilities and Reserves. (a) The reserves carried on the Company Parent SAP Statements of each Company Parent Insurance Subsidiary were, as of the respective dates of such Company Parent SAP Statements, in compliance in all material respects with the requirements for reserves established by the insurance departments of the state of domicile (or local equivalent) of such Company Parent Insurance Subsidiary, were determined in all material respects in accordance with generally accepted actuarial principles consistently applied, were computed on the basis of methodologies consistent in all material respects with those used in prior periods, except as otherwise noted in the Company Parent SAP Statements, were fairly stated in all material respects in accordance with sound actuarial and statutory accounting principles and were established in accordance, in all material respects, with prudent insurance practices generally followed in the insurance industry. Such reserves make a reasonable provision for loss and loss adjustment exposure liability in the aggregate to cover the total amount of all reasonably anticipated liabilities of the Company Parent and the Company Parent Insurance Subsidiaries under all outstanding insurance, reinsurance and other applicable agreements as of the respective dates of such Company Parent SAP Statements. The Company Parent has provided or made available to Parent the Company copies of substantially all work papers used as the basis for establishing the reserves for the Company Parent and the Company Parent Insurance Subsidiaries at December 31, 2001 and December 31, 2002, 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 CompanyParent, no claim or assessment is pending or threatened against any Company Parent Insurance Subsidiary which is peculiar or unique to such Company Parent Insurance Subsidiary by any state insurance guaranty association in connection with such association’s fund relating to insolvent insurers, which, if determined adversely would, individually or in the aggregate, reasonably be expected to have a Company Parent Material Adverse Effect.

Appears in 2 contracts

Samples: Merger Agreement (St Paul Companies Inc /Mn/), Merger Agreement (St Paul Companies Inc /Mn/)

Liabilities and Reserves. (a) The reserves carried on the Company Parent SAP Statements of each Company Parent Insurance Subsidiary were, as of the respective dates of such Company Parent SAP Statements, in compliance in all material respects with the requirements for reserves established by the insurance departments of the state of domicile (or local equivalent) of such Company Parent Insurance Subsidiary, were determined in all material respects in accordance with generally accepted actuarial principles consistently applied, were computed on the basis of methodologies consistent in all material respects with those used in prior periods, except as otherwise noted in the Company Parent SAP Statements, were fairly stated in all material respects in accordance with sound actuarial and statutory accounting principles and were established in accordance, in all material respects, with prudent insurance practices generally followed in the insurance industry. Such reserves make a reasonable provision for loss and loss adjustment exposure liability in the aggregate to cover the total amount of all reasonably anticipated liabilities of the Company Parent and the Company Parent Insurance Subsidiaries under all outstanding insurance, reinsurance and other applicable agreements as of the respective dates of such Company Parent SAP Statements. The Company Parent has provided or made available to Parent the Company copies of substantially all work papers used as the basis for establishing the reserves for the Company Parent and the Company Parent Insurance Subsidiaries at December 31, 2001 and December 31, 2002, 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 CompanyParent, no claim or assessment is pending or threatened against any Company Parent Insurance Subsidiary which is peculiar or unique to such Company Parent Insurance Subsidiary by any state insurance guaranty association in connection with such association’s 's fund relating to insolvent insurers, which, if determined adversely would, individually or in the aggregate, reasonably be expected to have a Company Parent Material Adverse Effect.

Appears in 1 contract

Samples: Merger Agreement (Travelers Property Casualty Corp)

Liabilities and Reserves. (a) The reserves carried on the Company Parent SAP Statements of each Company Parent Insurance Subsidiary werefor the year ended December 31, as of 1997 and the respective dates of such Company SAP Statementsnine month period ended September 30, 1998 for unearned premiums, losses, loss adjustment expenses, claims and similar purposes (including claims litigation) are in compliance in all material respects with the requirements for reserves established by the insurance departments of the state jurisdiction of domicile (or local equivalent) of such Company Parent Insurance Subsidiary, were determined in all material respects in accordance with generally accepted published actuarial standards of practice and principles consistently applied, were computed on the basis of methodologies consistent in all material respects with those used in prior periods, except as otherwise noted in the Company SAP Statements, were and are fairly stated in all material respects in accordance with sound accepted actuarial and statutory accounting principles and were established in accordance, in all material respects, with prudent insurance practices generally followed in the insurance industryprinciples. Such reserves make a reasonable provision for loss and loss adjustment exposure liability were adequate in the aggregate to cover the total amount of all reasonably anticipated liabilities of the Company Parent and the Company each Parent Insurance Subsidiaries Subsidiary under all outstanding insurance, reinsurance and other applicable agreements as of the respective dates of such Company Parent SAP Statements. The Company has provided or made available admitted assets of Parent and each Parent Insurance Subsidiary as determined under applicable Laws are in an amount at least equal to Parent copies of substantially all work papers used as the basis for establishing the reserves for the Company and the Company Insurance Subsidiaries at December 31, 2001 and December 31, 2002, respectivelyminimum amounts required by applicable Laws. (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 CompanyParent, no claim or assessment is pending or threatened against any Company Insurance Subsidiary which is peculiar or unique to such Company Parent Insurance Subsidiary by (i) any state insurance guaranty association associations in connection with such association’s 's fund relating to insolvent insurers, which, insurers or (ii) any assigned risk plan or other involuntary market plan which if determined adversely would, individually or in the aggregate, be reasonably be expected likely to have result in a Company Material Adverse Effectcost to Parent or any Subsidiary of an amount in excess of $5,000,000.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Chubb Corp)

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Liabilities and Reserves. (a) The reserves carried on the Company SAP Statements of each Company Insurance Subsidiary 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 departments of the state of domicile (or local equivalent) of such Company Insurance Subsidiary, were determined in all material respects in accordance with generally accepted actuarial principles consistently applied, were computed on the basis of methodologies consistent in all material respects with those used in prior periods, except as otherwise noted in the Company SAP Statements, were fairly stated in all material respects in accordance with sound actuarial and statutory accounting principles and were established in accordance, in all material respects, with prudent insurance practices generally followed in the insurance industry. Such reserves make a reasonable provision for loss and loss adjustment exposure liability in the aggregate to cover the total amount of all reasonably anticipated liabilities of the Company and the Company Insurance Subsidiaries under all outstanding insurance, reinsurance and other applicable agreements as of the respective dates of such Company SAP Statements. The Company has provided or made available to Parent copies of substantially all work papers used as the basis for establishing the reserves for the Company and the Company Insurance Subsidiaries at December 31, 2001 and December 31, 2002, 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 association in connection with such association’s 's fund relating to insolvent insurers, which, if determined adversely would, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Appears in 1 contract

Samples: Merger Agreement (Travelers Property Casualty Corp)

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