Common use of Reinsurance and retrocession Clause in Contracts

Reinsurance and retrocession. As of the date of this Agreement, (a) each material reinsurance or retrocession treaty or agreement, slip, binder, cover note or other similar arrangement pursuant to which any Company Reinsurance Subsidiary is the cedent (the “Company Reinsurance Contracts”) is valid and binding on the applicable Company Reinsurance Subsidiary, and to the Knowledge of the Company, each other party thereto, and is in full force and effect, except where the failure to be valid, binding or in full force and effect would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (b) the applicable Company Reinsurance Subsidiary, and, to the Knowledge of the Company, any other party thereto, has performed all obligations required to be performed by it under each Company Reinsurance Contract, except where such noncompliance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (c) to the Knowledge of the Company, none of the Company Reinsurance Subsidiaries have received notice of the existence of any event or condition which constitutes, or, after notice or lapse of time or both, will constitute, a default on the part of such Company Reinsurance Subsidiary under any Company Reinsurance Contract, except where such default would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (d) to the Knowledge of the Company, there are no events or conditions which constitute, or, after notice or lapse of time or both, will constitute, a default on the part of any counterparty under such Company Reinsurance Contract, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and (e) to the Knowledge of the Company, no party to a Company Reinsurance Contract is insolvent or the subject of a rehabilitation, liquidation, conservatorship, receivership, bankruptcy or similar proceeding.

Reinsurance and retrocession. As of the date of this Agreement, (a) each material reinsurance or retrocession treaty or agreement, slip, binder, cover note or other similar arrangement pursuant to which any Company Reinsurance Insurance Subsidiary is the cedent involving at least $2 million in annual premium or $2 million in ceded liabilities (the “Company Reinsurance Contracts”) is valid and binding on the applicable Company Reinsurance Insurance Subsidiary, and to the Knowledge of the Company, each other party thereto, and is in full force and effect, except where the failure to be valid, binding or in full force and effect has not had or would not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect, (b) the applicable Company Reinsurance Insurance Subsidiary, and, to the Knowledge of the Company, any other party thereto, has performed all obligations required to be performed by it under each Company Reinsurance Contract, except where such noncompliance has not had or would not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect, (c) to the Knowledge of the Company, none of the Company Reinsurance Insurance Subsidiaries have has received written notice of the existence of any event or condition which constitutes, or, after notice or lapse of time or both, will constitute, a default on the part of such Company Reinsurance Insurance Subsidiary under any Company Reinsurance Contract, except where such default has not had or would not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect, (d) to the Knowledge of the Company, there are no events or conditions which constitute, or, after notice or lapse of time or both, will constitute, a default on the part of any counterparty under such Company Reinsurance Contract, except as has not had or would not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect and Effect, (e) none of the Company Insurance Subsidiaries is and, to the Knowledge of the Company, no party to a Company Reinsurance Contract is insolvent or the subject of a rehabilitation, liquidation, conservatorship, receivership, bankruptcy or similar proceedingproceeding and (f) there are no disputes under any Company Reinsurance Contract, except as has not had or would not reasonably be expected to have a Material Adverse Effect.

Reinsurance and retrocession. As Section 2.21 of the date of this Agreement, (a) Seller Disclosure Letter sets forth each material reinsurance or retrocession treaty or agreement, memorandum, slip, binder, cover note or other similar arrangement to which the Company or any Subsidiary is a party and any assumption reinsurance agreement or novation agreement with respect to an Insurance Contract (except for non-terminated Reinsurance Agreements without underlying outstanding policies), including any ancillary agreements related to any such arrangement (“Reinsurance Agreements”), in each case, pursuant to which any Company gross reserves ceded under such agreement exceed $1,000,000 (“Material Reinsurance Subsidiary Agreements”). Each Reinsurance Agreement is the cedent (the “Company Reinsurance Contracts”) is a valid and binding on agreement of the applicable Company Reinsurance Subsidiary, and (subject to the Knowledge of the Company, each other party thereto, Enforceability Exceptions) or such Subsidiary and is in full force and effect. Seller has made available to Buyer true, except where correct and complete copies of all Reinsurance Agreements. None of the failure Company, any such Subsidiary or, to the Knowledge of Seller, any other party thereto is in default or breach in any respect under (or is alleged to be valid, binding in default or breach in full force and effect would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (bany respect under) the applicable Company terms of, or has provided or received any written notice of termination of, any such Reinsurance SubsidiaryAgreement, and, to the Knowledge of the CompanySeller, any other party thereto, has performed all obligations required to be performed by it under each Company Reinsurance Contract, except where such noncompliance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (c) to the Knowledge of the Company, none of the Company Reinsurance Subsidiaries have received notice of the existence of any no event or condition which constitutescircumstance has occurred that, or, after with notice or lapse of time or both, will constitutewould constitute an event of default thereunder or result in a termination thereof or would cause or permit the acceleration of or other changes of or to any right or obligation or the loss of any benefit thereunder, a default on the part of such Company Reinsurance Subsidiary under any Company Reinsurance Contractexcept, except where such default in each case, as would notnot reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries. As of the date, there is no dispute under any Reinsurance Agreement that would reasonably be expected to have a Material Adverse Effect, (d) to the Knowledge of the Company, there are no events or conditions which constitute, or, after notice or lapse of time or both, will constitute, a default on the part of any counterparty under such Company Reinsurance Contract, except as would notexpected, individually or in the aggregate, reasonably to be expected material to have the Company or any of its Subsidiaries. No Insurance Company has received any written notice prior to the date hereof from a Material Adverse Effect and (e) third-party reinsurer under any Reinsurance Agreement of such reinsurer’s intention to raise premiums rates paid by such Insurance Company thereunder, nor, to the Knowledge of Seller, has any third-party reinsurer threatened in writing prior to the Company, no party date hereof to a Company Reinsurance Contract is insolvent or the subject of a rehabilitation, liquidation, conservatorship, receivership, bankruptcy or similar proceeding.raise such rates. Section 2.22

Reinsurance and retrocession. As of the date of this Agreement, (a) each material reinsurance or retrocession treaty or agreement, slip, binder, cover note or other similar arrangement pursuant to which any Company Reinsurance Insurance Subsidiary is the cedent involving at least $1.5 million in annual premium or $1.5 million in ceded liabilities (the “Company Reinsurance Contracts”) is valid and binding on the applicable Company Reinsurance Insurance Subsidiary, and to the Knowledge of the Company, each other party thereto, and is in full force and effect, except where the failure to be valid, binding or in full force and effect would not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect, (b) the applicable Company Reinsurance Insurance Subsidiary, and, to the Knowledge of the Company, any other party thereto, has performed all obligations required to be performed by it under each Company Reinsurance Contract, except where such noncompliance would not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect, (c) to the Knowledge of the Company, none of the Company Reinsurance Insurance Subsidiaries have has received written notice of the existence of any event or condition which constitutes, or, after notice or lapse of time or both, will constitute, a default on the part of such Company Reinsurance Insurance Subsidiary under any Company Reinsurance Contract, except where such default would not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect, (d) to the Knowledge of the Company, there are no events or conditions which constitute, or, after notice or lapse of time or both, will constitute, a default on the part of any counterparty under such Company Reinsurance Contract, except as would not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect and Effect, (e) none of the Company Insurance Subsidiaries is and, to the Knowledge of the Company, no party to a Company Reinsurance Contract is insolvent or the subject of a rehabilitation, liquidation, conservatorship, receivership, bankruptcy or similar proceedingproceeding and (f) there are no disputes under any Company Reinsurance Contract, except as would not reasonably be expected to have a Material Adverse Effect.