Common use of Liabilities and Reserves Clause in Contracts

Liabilities and Reserves. (i) 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 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 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 work papers used as the basis for establishing the reserves for the Company and the Company Insurance Subsidiaries at December 31, 1995 and December 31, 1996, respectively. (ii) 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 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 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 (American Bankers Insurance Group Inc), Merger Agreement (Cendant Corp)

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Liabilities and Reserves. (ia) The reserves carried on Great Pacific's statutory accounting statements for the Company SAP Statements of each Company Insurance Subsidiary year ended December 31, 1997 for future insurance policy benefitslosses (including, without limitation, incurred but not reported, losses, claims allocated and unallocated loss adjustment expenses and unearned premiums) and similar purposes were, as of the respective dates of such Company SAP Statements, are in compliance in all material respects with the requirements for reserves established by the insurance departments Department of Insurance of the state State of domicile of such Company Insurance SubsidiaryCalifornia, were determined in all material respects in accordance with generally accepted actuarial standards and principles consistently applied, applied and were are fairly stated in all material respects in accordance with sound actuarial principles and statutory accounting principlesSAP. 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 Great Pacific under all outstanding insurance, reinsurance and other applicable agreements as of the respective dates of such Company SAP Statementsstatutory accounting statements of Great Pacific. All required statements of actuarial opinion of loss and loss adjustment expense reserves have been filed by Great Pacific in accordance with applicable insurance regulatory requirements in each jurisdiction in which Great Pacific is admitted and no objections to those filings have been received. The admitted assets of each Company Insurance Subsidiary Great Pacific as determined under applicable Laws 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 work papers used as the basis for establishing the reserves for the Company and the Company Insurance Subsidiaries at December 31, 1995 and December 31, 1996, respectivelylaws. (iib) 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 executive officers best knowledge, information and belief 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 which if determined adversely, would, individually or in the aggregate, be reasonably likely to have a Company Material Adverse EffectEffect on the Company and its Subsidiaries, taken as a whole.

Appears in 2 contracts

Samples: Merger Agreement (National Information Group), Merger Agreement (Speizer Mark)

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