Policy Liabilities Sample Clauses

Policy Liabilities. Policy Liabilities include those contractual liabilities and obligations concerning the Policies as written in the Policy contracts to the extent assumed in the Assumption Endorsement. For avoidance of doubt, the Assumption Endorsement contains language concerning dividends different from the language set forth in the Policies concerning dividends. The Assumption Endorsement shall govern IA American’s obligations concerning Policy dividends. The reserves related to Policy Liabilities are listed in Exhibit 1.20 attached to this Agreement. The Parties contemplate further identifying these liabilities in a schedule to be exchanged at Closing.
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Policy Liabilities. The Reinsurer accepts, reinsures, and assumes the Policy Liabilities subject to any and all defenses, setoffs, and counterclaims to which the Company would be entitled with respect to the Policy Liabilities, it being expressly understood and agreed by the Parties hereto that no such defenses, setoffs, or counterclaims are or shall be waived by the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, and that the Reinsurer is and shall be fully subrogated in and to all such defenses, setoffs, and counterclaims. From and after the Effective Time, as among the Parties, the Reinsurer shall bear and shall have responsibility for paying or performing all Policy Liabilities. The Policy Liabilities ceded under this Agreement shall be subject to any changes required by law or regulation and the same rates, terms, conditions, waivers, interpretations, modifications and alterations as the Non-Novated Dental Policies.
Sample 1
Policy Liabilities. The term "
Sample 1
Policy Liabilities. For the purposes of this Agreement, the term "Policy Liabilities" means all amounts or benefits payable under the terms and conditions of, or with respect to, the Insurance Policies, including without limitation: (a) all losses and loss adjustment expenses; (b) all liability for premium taxes and commissions payable with respect to the Insurance Policies based on insurance premiums paid on or after the Closing Date; (c) all liability in connection with the participation by Fremont or AHIC, whether involuntary or voluntary, in any guaranty fund, insolvency fund, plan, pool, association or other similar fund or association, established or governed by state, federal or foreign law or any other jurisdiction, which participation is based on insurance premiums paid after the Closing Date; and (d) all liability for returns or refunds of insurance premiums with respect to the Insurance Policies; and (c) all loss in excess of limits, extra-contractual obligations and associated allocated loss adjustment expense (all as defined in the Quota Share Reinsurance Agreement of even date herewith between Fremont and SCPIE Indemnity Company (the "Quota Share Reinsurance Agreement")) arising out of or related to acts, omissions or occurrences on or after 12:01 a.m. Pacific Standard Time on the Closing Date.
Sample 1
Policy Liabilities. Policy Liabilities" shall mean any and all of the Company's gross risks, liabilities and obligations, based upon or arising out of the Policies including, but not limited to, gross risks, liabilities and obligations for (a) claims or losses in respect of the Policies, including Extra Contractual Obligations, and any attorneys' fees related to such claims or losses; (b) commissions, fees, other payments due to, or claims made by, any agent, general agent, manager, broker, producer or any other person who marketed or produced the Policies including claims made under the Selling Agreements pursuant to which the Policies were sold; (c) any premiums or other amounts payable under the Third-Party Reinsurance Agreements; (d) premium taxes or assessments in connection with participation by the Company, whether involuntary or voluntary, in any guaranty fund established or governed by any state or jurisdiction arising on account of premiums paid at any time under the Policies; (e) returns or refunds of premiums (irrespective of when due) under the Policies; and (f) policyholder dividends declared at any time by the Company on participating Policies. With respect to the fraternal certificates included among the Policies, "Policy Liabilities" shall include, but not be limited to, any and all of the Company's gross risks, liabilities and obligations, based upon or arising out of the terms and conditions of coverage under such fraternal certificates specified in Article VII of the Company's By-Laws and set forth in Schedule 1.15 attached hereto.
Sample 1
Policy Liabilities. From and after the Effective Time, as between ------------------ the parties, the Reinsurer shall bear and shall have responsibility for paying all Policy Liabilities, including but not limited to liabilities for surrenders, withdrawals, and claims for benefits incurred on or after the Effective Time. The Reinsurer hereby agrees to pay directly any Policy Liabilities under the Policies on behalf of, and in the name of, the Company; provided, however, that -------- ------- the Reinsurer shall have no direct or indirect obligation itself to insureds, claimants, or beneficiaries under such Policies. The liability of the Reinsurer on any Policy shall begin simultaneously with that of the Company, but not prior to the Effective Time.
Sample 1
Policy Liabilities. Policy Liabilities include those contractual liabilities and obligations concerning the Policies as written in the Policy contracts to the extent assumed in the Assumption Endorsement. For avoidance of doubt, the Assumption Endorsement contains language concerning dividends different from the language set forth in the Policies concerning dividends. The Assumption Endorsement shall govern IA American’s obligations concerning Policy dividends. The reserves related to Policy Liabilities are listed in Exhibit 1.20 attached to the Assumption Reinsurance Agreement. The Parties contemplate further identifying these liabilities in a schedule to be exchanged at Closing.
Sample 1
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Related to Policy Liabilities

  • Primary Liability The liability of Guarantor with respect to the Master Lease shall be primary, direct and immediate, and Landlord may proceed against Guarantor: (a) prior to or in lieu of proceeding against Tenant, its assets, any security deposit, or any other guarantor; and (b) prior to or in lieu of pursuing any other rights or remedies available to Landlord. All rights and remedies afforded to Landlord by reason of this Guaranty or by law are separate, independent and cumulative, and the exercise of any rights or remedies shall not in any way limit, restrict or prejudice the exercise of any other rights or remedies. In the event of any default under the Master Lease, a separate action or actions may be brought and prosecuted against Guarantor whether or not Tenant is joined therein or a separate action or actions are brought against Tenant. Landlord may maintain successive actions for other defaults. Landlord’s rights hereunder shall not be exhausted by its exercise of any of its rights or remedies or by any such action or by any number of successive actions until and unless all indebtedness and Obligations the payment and performance of which are hereby guaranteed have been paid and fully performed.

  • ERISA Liabilities The Borrower shall not, and shall cause each of its ERISA Affiliates not to, (i) permit the assets of any of their respective Plans to be less than the amount necessary to provide all accrued benefits under such Plans, or (ii) enter into any Multiemployer Plan.

  • Workers’ Compensation Liabilities All workers’ compensation Liabilities relating to, arising out of, or resulting from any claim by Cyclerion Employees or Former Cyclerion Employees that result from an accident or from an occupational disease which is incurred or becomes manifest, as the case may be, on or before the Distribution Effective Time and while such individual was employed by Ironwood or an Ironwood Group member shall be retained by Ironwood. Any workers’ compensation Liabilities relating to, arising out of, or resulting from any claim by Cyclerion Employees or Former Cyclerion Employees that result from an accident or from an occupational disease which is incurred or becomes manifest, as the case may be, following the Distribution Effective Time shall be assumed by Cyclerion; provided, however, that to the extent such a Liability is covered under a workers compensation insurance policy of Ironwood or an Ironwood Group member regardless of when the Liability arises, and such Liability is not covered under a workers compensation insurance policy of Cyclerion or a Cyclerion Group member, such Liability shall be retained by Ironwood or an Ironwood Group member to the extent of such coverage; and provided further, however, that to the extent that Ironwood or an Ironwood Group member, as applicable, receives prior to the Distribution Effective Time an invoice for a covered expense with respect to such Liability, Ironwood shall be responsible for paying such invoice and Cyclerion shall reimburse Ironwood for any amount paid by Ironwood. Notwithstanding the foregoing, Cyclerion shall assume worker’s compensation Liabilities to the extent they are imposed on Cyclerion under applicable Law or where the injury or illness related to the Liability is aggravated or subject to further injury after the Distribution Effective Time. A Liability which must be paid due to the existence of a deductible shall not be deemed to be covered by a workers compensation insurance policy for purposes of this Section 4.4. Subject to the foregoing, Cyclerion and each Cyclerion Group member shall also be solely responsible for all workers’ compensation Liabilities relating to, arising out of, or resulting from any claim incurred for a compensable injury sustained by a Cyclerion Employee that results from an accident or from an occupational disease which is incurred or becomes manifest, as the case may be, after the Distribution Effective Time. Ironwood, each Ironwood Group member, Cyclerion and each Cyclerion Group member shall cooperate with respect to processing of claims, any notification to appropriate governmental agencies of the disposition and the issuance of new, or the transfer of existing, workers’ compensation insurance policies and claims handling contracts.

  • Intercompany Liabilities Any and all Liabilities of Sellers for intercompany advances, charges, or accounts payable of any kind or nature;

  • ERISA Plans and Liabilities All currently existing ERISA Plans are listed in the Disclosure Schedule. Except as disclosed in the Initial Financial Statements or in the Disclosure Schedule, no Termination Event has occurred with respect to any ERISA Plan and all ERISA Affiliates are in compliance with ERISA in all material respects. No ERISA Affiliate is required to contribute to, or has any other absolute or contingent liability in respect of, any "multiemployer plan" as defined in Section 4001 of ERISA. Except as set forth in the Disclosure Schedule: (i) no "accumulated funding deficiency" (as defined in Section 412(a) of the Code exists with respect to any ERISA Plan, whether or not waived by the Secretary of the Treasury or his delegate, and (ii) the current value of each ERISA Plan's benefits does not exceed the current value of such ERISA Plan's assets available for the payment of such benefits by more than $500,000.

  • Liabilities If this Agreement is terminated pursuant to this Section, such termination shall be without liability of any party to any other party except as provided in Section 4 hereof, and provided further that Sections 1, 6, 7 and 8 shall survive such termination and remain in full force and effect.

  • Employee Benefit Plans and Related Matters; ERISA (a) Section 4.17(a) of the Parent Disclosure Schedule sets forth as of the date of this Agreement a true and complete list of the material Parent Benefit Plans, including all Parent Benefit Plans subject to ERISA. With respect to each such material Parent Benefit Plan, Parent has made available to the Company a true and complete copy of such Parent Benefit Plan, if written, or a description of the material terms of such Parent Benefit Plan if not written, and to the extent applicable, (i) any proposed amendments, (ii) all trust agreements, insurance contracts or other funding arrangements, (iii) the most recent actuarial and trust reports for both ERISA funding and financial statement purposes, (iv) the most recent Form 5500 with all attachments required to have been filed with the IRS or the Department of Labor and all schedules thereto, (v) the most recent IRS determination or opinion letter, and (vi) all current summary plan descriptions.

  • Liabilities of the Company Except as stated in this Section 8, the Company shall have no liability for damages of any kind arising out of or related to events, acts, rights or privileges contemplated in this Agreement.

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