Reinsurance and Coinsurance. (a) To the knowledge of Parent, all reinsurance or coinsurance, ceded or assumed, treaties or agreements, including retrocessional agreements, under which any Parent Insurance Subsidiary has any existing rights, obligations or liabilities (including all amendments, extensions, renewals, guaranties, modifications, waivers, supplements and other agreements, if any, related thereto, “Parent Reinsurance Agreements”) are, as of the date of this Agreement, in full force and effect, except where the failure to be in full force and effect would not, either individually or in the aggregate, reasonably be likely to have a Material Adverse Effect on Parent.
(b) Neither Parent nor any Parent Subsidiary nor, to the knowledge of Parent, any other party to a Parent Reinsurance Agreement is in breach of or in default under any Parent Reinsurance Agreement, and, to the knowledge of Parent, no event has occurred which, with the passage of time or the giving of notice, or both, would constitute a default thereunder by Parent or the Parent Subsidiary party thereto or by any other party thereto, except for such breaches and defaults as would not, either individually or in the aggregate, reasonably be likely to have a Material Adverse Effect on Parent. The execution, delivery and performance of this Agreement by Parent and the consummation of the Merger and the other transactions contemplated hereby will not violate, or result in a right to terminate, recapture, rescind or modify, any Parent Reinsurance Agreement or any coverage provided by any party thereto, except as would not, either individually or in the aggregate, reasonably be likely to have a Material Adverse Effect on Parent.
(c) In those instances in which a Parent Insurance Subsidiary is a cedent, neither Parent nor such Parent Insurance Subsidiary has received any written notice that the financial condition of any other party to any Parent Reinsurance Agreement is impaired with the result that a default thereunder may be reasonably anticipated, except in those instances in which such default would not, either individually or in the aggregate, reasonably be likely to have a Material Adverse Effect on Parent, and, to the knowledge of Parent, no counterparty to a Parent Reinsurance Agreement is insolvent or the subject of a rehabilitation, liquidation, receivership or similar proceeding.
(d) Each Parent Reinsurance Agreement is (assuming due power and authority of, and due execution and delivery by, the other party or ...
Reinsurance and Coinsurance. All reinsurance or coinsurance treaties or agreements, including retrocessional agreements, to which Liberty Life, Liberty Bermuda or any Insurance Subsidiary is a party or under which Liberty Life, Liberty Bermuda or any Insurance Subsidiary has any existing rights, obligations or liabilities are in full force and effect. Except as set forth in Schedule 3.21 of the Disclosure Schedule, none of the Companies or Company Subsidiaries, nor, to the knowledge of Seller or any Company, any other party to a reinsurance or coinsurance treaty or agreement to which Liberty Life, Liberty Bermuda or any Insurance Subsidiary is a party and representing annual premiums reinsured in excess of $100,000, is in default in any material respect as to any provision thereof, and no such agreement representing annual premiums reinsured in excess of $2,000,000 contains any provision providing that the other party thereto may terminate such agreement by reason of the transactions contemplated by this Agreement or the Ancillary Agreements.
Reinsurance and Coinsurance. If reinsurance or coinsurance is purchased, the cost shall be deducted from the Title Assurance Premium before determining the compensation due to Agent and the remaining Premium together with the cost of the reinsurance or coinsurance shall be remitted to Company, except as otherwise agreed in writing between the Parties.
Reinsurance and Coinsurance. (1) Schedule 3.25 sets forth a list of all reinsurance and coinsurance treaties or agreements to which any of the SUBSIDIARIES is a party or is a named reinsured and which either (i) covers loss or potential loss arising out of any event occurring (whether or not reported) during the period of three (3) years ending on the date hereof or (ii) covers one or more losses reported prior to the date hereof. Except as indicated on Schedule 3.25, all such treaties or agreements as set forth in such Schedule are, to SELLER'S KNOWLEDGE, in full force and effect. None of the SUBSIDIARIES or, to SELLER'S KNOWLEDGE, any other party to any agreement listed in Schedule 3.25, is in default thereunder in any material respect, and no such agreement contains any provision providing that the other party thereto may terminate such agreement by reason of the transactions contemplated by this AGREEMENT.
(2) The INSURERS are not aware of any claims or losses which have arisen or may arise under policies written by the Insurers and for which reinsurance has been purchased that are not covered under such reinsurance contracts.
Reinsurance and Coinsurance. Paragraph 3.25 of the Sellers Disclosure Schedule contains a true and complete list of all reinsurance or coinsurance treaties or agreements, including retrocessional agreements, to which the Insurance Subsidiary is a party or under which the Insurance Subsidiary has any existing rights, obligations or liabilities. All such treaties or agreements as set forth in such Paragraph 3.25 of the Sellers Disclosure Schedule are in full force and effect. Except as set forth in Paragraph 3.25 of the Sellers Disclosure Schedule, to the knowledge of Sellers and the Company, no party to a reinsurance or coinsurance treaty or agreement to which the Insurance Subsidiary is a party is in default in any material respect as to any provision thereof, and no such agreement contains any provision providing that the other party thereto may terminate such agreement by reason of the transactions contemplated by this Agreement. Except as set forth in Paragraph 3.25 of the Sellers Disclosure Schedule, to the knowledge of Sellers and the Company, there is no reason to believe that the financial condition of any other party to any such agreement is impaired such that a default thereunder may reasonably be anticipated, whether or not such default may be cured by the operation of any offset clause in such agreement, and all amounts recoverable under reinsurance, coinsurance or other similar Contracts to which the Insurance Subsidiary is a party (including, but not limited to, amounts based on paid and unpaid losses) are fully collectible. The Insurance Subsidiary is entitled to take full credit in its Statutory Statements pursuant to applicable laws for all reinsurance and coinsurance ceded pursuant to any reinsurance or coinsurance treaty or agreement to which such Insurance Subsidiary is party. Except as set forth in Paragraph 3.25 of the Sellers Disclosure Schedule, no insurer or reinsurer or group of affiliated insurers or reinsurers accounted for the direction to the Insurance Subsidiary or the ceding by the Insurance Subsidiary of insurance or reinsurance business in an aggregate amount equal to two percent or more of the consolidated gross premium income of the Insurance Subsidiary for the year ended December 31, 2002.
Reinsurance and Coinsurance. Section 3.1 (q) of the Disclosure Schedule contains a list of all reinsurance or coinsurance treaties or agreements as of the date hereof, including retrocessional agreements, to which any Insurance Subsidiary is a party or under which any Insurance Subsidiary has any existing rights, obligations or liabilities. All such treaties or agreements as set forth in such Section 3.1(q) of the Disclosure Schedule are in full force and effect. Except as set forth in Section 3.1(q) of the Disclosure Schedule, no Insurance Subsidiary, or, to the Knowledge of Seller, any other party to a reinsurance or coinsurance treaty or agreement to which any Insurance Subsidiary is a party, is in default in any material respect as to any provision thereof, and no such agreement contains any provision providing that the other party thereto may terminate such agreement by reason of the transactions contemplated by this Agreement, except where such default or termination would not have a Company Material Adverse Effect.
Reinsurance and Coinsurance. The Company has made available to the Acquisition Parties information regarding all reinsurance or coinsurance treaties or agreements, including retrocessional agreements, to which the Company or any Company Insurance Subsidiary is a party or under which the Company or any Company Insurance Subsidiary has any existing rights, obligations or liabilities. As of the date hereof, all such treaties or agreements are in full force and effect. Except as set forth in Section 5.03(v) of the Company's Disclosure Schedule, neither the Company nor any Company Subsidiary, nor, any other party to a reinsurance or coinsurance treaty or agreement to which the Company or any Company Insurance Subsidiary is a party, is in default in any material respect as to any material provision thereof, and no such agreement contains any provision providing that the other party thereto may terminate such agreement by reason of the transactions contemplated by this Agreement and the Voting Agreements. Except as set forth in Section 5.03(v) of the Company's Disclosure Schedule, as of the date hereof, there is no reason to believe that the financial condition of any other party to any such agreement is impaired with the result that a default thereunder may reasonably be anticipated, whether or not such default may be cured by the operation of any offset clause in such agreement, and the Company has no reason to believe that any material amounts recoverable under reinsurance, coinsurance or other similar Contracts to which the Company or any Company Insurance Subsidiary is a party (including, but not limited to, amounts based on paid and unpaid losses) are not fully collectible. As of the date hereof, the Company and each Company Insurance Subsidiary are entitled to take full credit in their respective SAP Statements (to the extent credit has been taken in such SAP Statements) pursuant to applicable Laws for all reinsurance and coinsurance ceded pursuant to any reinsurance or coinsurance treaty or agreement to which the Company or any Company Insurance Subsidiary is party.
Reinsurance and Coinsurance. Set forth in Section 3.30 of the Company Disclosure Schedule is a list of all material reinsurance and coinsurance treaties or agreements, including without limitation retrocessional agreements, to which any Insurance Subsidiary is a party or has any rights or obligations, a copy of each of which will be made available to Parent no later than the Company Schedule Delivery Date. As of the date hereof, all such treaties or agreements (i) are in full force and effect, (ii) to the knowledge of the Company, constitute legal, valid and binding obligations of the applicable counterparty enforceable against such counterparty in accordance with their terms except to the extent that (a) enforcement may be limited by or subject to any bankruptcy, insolvency, reorganization, fraudulent conveyance, preferential transfers, rehabilitation, moratorium, or similar Laws now or hereafter in effect relating to or affecting creditors' rights generally or of application to insurance companies relating to or affecting policyholders' and creditors' rights and (b) the remedy of specific performance and injunctive and other forms of equitable relief are subject to certain equitable defenses and to the discretion of the court or other similar person before which any proceeding therefor may be brought (collectively, the "ENFORCEABILITY EXCEPTION") and (iii) constitute the valid and legally binding obligation of the relevant Insurance Subsidiaries enforceable in accordance with their terms (subject to the Enforceability Exception). Except as set forth in Section 3.30 of the Company Disclosure Schedule, (i) neither any Insurance Subsidiary nor, to the knowledge of the Company, any counterparty to any such reinsurance or coinsurance treaties or agreements, is in material default under any such reinsurance or coinsurance treaty or agreement; (ii) there is no current material dispute, controversy, difference of interpretation, or disagreement in connection with any of such reinsurance or coinsurance treaties or agreements or performance by any of the respective parties thereunder; and (iii) all reinsurance premiums currently due from the Insurance Subsidiaries under any of such reinsurance or coinsurance treaties or agreements were paid in full or adequately reserved for by the Insurance Subsidiaries.
Reinsurance and Coinsurance. 45 SECTION 3.26
Reinsurance and Coinsurance. SCHEDULE 3.1(q) contains a list of all reinsurance or coinsurance treaties or agreements to which PCA or any of its Subsidiaries is a party. All such treaties or agreements as set forth in such Schedule are valid, binding and in full force and effect in accordance with their terms (except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally or by the principles governing the availability of equitable remedies); and neither PCA nor its Insurance Subsidiaries nor, to PCA's knowledge, any other party thereto is in default as to any provision thereof, except for such defaults the effect of which singly or in the aggregate would not have a Material Adverse Effect on PCA, and none of such agreements contains any provision (A) providing that any other party thereto may terminate such agreement or declare a default or seek damages thereunder by reason of the transactions contemplated by this Agreement or (B) which would be altered or otherwise become applicable by reason of such transactions. PCA does not know of any facts or events that could cause the financial condition of any party to any such agreement to be impaired to such an extent that a default thereunder may be reasonably anticipated.
