Common use of Reinsurance and retrocession Clause in Contracts

Reinsurance and retrocession. As of the date of this Agreement, (a) each reinsurance or retrocession treaty or agreement, slip, binder, cover note or other similar arrangement pursuant to which any Company 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 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 reasonably be expected to have a Material Adverse Effect, (b) the applicable Company 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 reasonably be expected to have a Material Adverse Effect, (c) none of the Company Insurance Subsidiaries 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 Insurance Subsidiary under any Company Reinsurance Contract, except where such default has not had or would 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 reasonably be expected to have a Material Adverse 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 proceeding 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 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 Insurance Reinsurance 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 Insurance 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 has not had would not, individually or would not in the aggregate, reasonably be expected to have a Material Adverse Effect, (b) the applicable Company Insurance 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 has not had would not, individually or would not in the aggregate, reasonably be expected to have a Material Adverse Effect, (c) to the Knowledge of the Company, none of the Company Insurance Reinsurance Subsidiaries has have 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 Insurance Reinsurance Subsidiary under any Company Reinsurance Contract, except where such default has not had would not, individually or would not 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 has not had would not, individually or would not in the aggregate, reasonably be expected to have a Material Adverse Effect, Effect and (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 proceeding 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 Effectproceeding.

Reinsurance and retrocession. (a) As of the date of this Agreement, (ai) each reinsurance or retrocession treaty or agreement, slip, binder, cover note or other similar arrangement currently in force, pursuant to which any Company Insurance Subsidiary is the cedent involving at least $2 million in annual premium or $2 million in ceded liabilities that is material to the Company and its Subsidiaries, taken as a whole (the “Company Reinsurance Contracts”) ), is valid and binding on the applicable Company 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 reasonably be expected to have a Company Material Adverse EffectEffect and (ii) 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. (b) Neither the applicable Company Insurance Subsidiary, andSubsidiary nor, to the Knowledge of the Company, any of the other party thereto, parties to any Company Reinsurance Contract is in material default or material breach or has performed all obligations required failed to be performed by it perform any material obligation under each any such Company Reinsurance Contract, except where such noncompliance has not had or would not reasonably be expected to have a Material Adverse Effect, (c) none . None of the Company Insurance Subsidiaries 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 Insurance Subsidiary under any Company Reinsurance Contract, except where such default has not had or would not reasonably be expected to have a Company Material Adverse Effect. (c) Except as would not reasonably be expected to have a Company Material Adverse Effect, (di) since January 1, 2021, neither the Company nor its Subsidiaries have received any written notice from any party to a Company Reinsurance Contract that any amount of reinsurance ceded by it or such Subsidiary to such counterparty, or any amount receivable by or payable to it or such Subsidiary from such counterparty, will be uncollectible or otherwise defaulted upon, (ii) 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 financial condition of any counterparty under such Company Reinsurance Contract, except as has not had or would not reasonably be expected to have a Material Adverse 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 not impaired to the subject of extent that a rehabilitation, liquidation, conservatorship, receivership, bankruptcy or similar proceeding default thereunder is reasonably anticipated and (fiii) there are no no, and since January 1, 2021 there have been no, disputes under any Company Reinsurance ContractContract other than disputes in the ordinary course of business for which adequate loss reserves have been established. To the Knowledge of the Company, except none of the Company Reinsurance Contracts is finite reinsurance, financial reinsurance or such other form of reinsurance that does not meet the risk transfer requirements under applicable Laws. (d) Except as has not had or would not reasonably be expected to have be material to the Company and its Subsidiaries, taken as a Material Adverse Effectwhole, with respect to any Company Reinsurance Contract for which any Company Insurance Subsidiary is taking credit on its most recent Company Statutory Statements, from and after January 1, 2021: (i) there has been no separate written or oral agreement between the Company or any of its Subsidiaries and the assuming reinsurer that would under any circumstances reduce, limit, mitigate or otherwise affect any actual or potential loss to the parties under any such Company Reinsurance Contract, other than inuring contracts that are explicitly defined in any such Company Reinsurance Contract; (ii) for each such Company Reinsurance Contract currently in force, for which risk transfer is not reasonably considered to be self-evident to the extent required by any applicable provisions of Applicable SAP, documentation concerning the economic intent of the transaction and the risk transfer analysis satisfactorily evidencing the proper accounting treatment as required by Applicable SAP, is available for review by the relevant Governmental Authorities for each of the Company and its Subsidiaries; (iii) the Company Insurance Subsidiary party thereto complies and has complied in all material respects with any applicable requirements set forth in Applicable SAP; and (iv) the Company Insurance Subsidiary party thereto has and has had appropriate controls in place to monitor the use of reinsurance and comply in all material respects with the provisions of Applicable SAP.

Reinsurance and retrocession. As of the date of this Agreement, (a) Seller Disclosure Letter sets forth each 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 Insurance Subsidiary gross reserves ceded under such agreement exceed $1,000,000 (“Material Reinsurance Agreements”). Each Reinsurance Agreement is the cedent involving at least $2 million in annual premium or $2 million in ceded liabilities (the “Company Reinsurance Contracts”) is a valid and binding on agreement of the applicable Company Insurance 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 has not had or would not reasonably be expected to have a Material Adverse Effect, (bany respect under) the applicable Company Insurance Subsidiaryterms of, or has provided or received any written notice of termination of, any such Reinsurance Agreement, 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 has not had or would not reasonably be expected to have a Material Adverse Effect, (c) none of the Company Insurance Subsidiaries has received written 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 Insurance Subsidiary under any Company Reinsurance Contractexcept, except where such default has not had or in each case, as would not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect, (d) be material to the Knowledge Company and its Subsidiaries. As of the Companydate, there are is no events or conditions which constitute, or, after notice or lapse of time or both, will constitute, a default on the part of dispute under any counterparty under such Company Reinsurance Contract, except as has not had or Agreement that would not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect, (e) none of be material to the Company or any of its Subsidiaries. No Insurance Subsidiaries is andCompany has received any written notice prior to the date hereof from a 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 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 Effectraise such rates.

Reinsurance and retrocession. As of the date of this Agreement(i) Each reinsurance contract, (a) each reinsurance or retrocession treaty or agreementarrangement (including any facilitative agreements, slipindemnity agreements, binderor terminated or expired treaty or agreement under which there remains any outstanding material liability with respect to paid or unpaid case reserves regarding ceding or assumption of reinsurance, cover note coinsurance, excess insurance, or other similar arrangement pursuant retrocessions) ("Reinsurance Contracts") to which any Company Insurance Subsidiary is the cedent involving at least $2 million in annual premium a party or $2 million in ceded liabilities (the “Company by or to which any of them are bound or subject, as each such Reinsurance Contracts”) Contract may have been amended, modified or supplemented is a valid and binding on the applicable Company Insurance Subsidiary, and to the Knowledge obligation of the Company, each other party parties thereto, and is in full force and effecteffect and is enforceable in accordance with its terms, except where and each such Reinsurance Contract is listed on Section 3.21(c) of the failure Company Disclosure Schedule. Neither any Insurance Subsidiary nor, to be validthe Company's Knowledge, binding any other party thereto is in default in any material respect with respect to any such Reinsurance Contract. There are no material disputes as to reinsurance or retrocessional coverage pending or, to the Company's Knowledge, threatened with respect to any such Reinsurance Contract. (ii) Each Insurance Subsidiary is entitled under applicable Law to take full credit in full force its Statutory Statements for all amounts recoverable by it pursuant to any Reinsurance Contract, and effect all such amounts recoverable have been properly recorded in the books and records of account of the Company and its Insurance Subsidiaries and are properly reflected in the Statutory Statements. To the Company's Knowledge, all such amounts recoverable by the Company or any of its Insurance Subsidiaries are fully collectible in due course. Neither the Company nor any of its Insurance Subsidiaries has received notice that any other party to any Reinsurance Contracts intends not had or would not reasonably be expected to have a Material Adverse Effect, (b) the applicable Company Insurance Subsidiaryperform under any such Reinsurance Contracts, and, to the Knowledge Company's Knowledge, the financial condition of the Company, any each other party thereto, to each Reinsurance Contract pursuant to which any Insurance Subsidiary has performed all obligations required ceded any premiums is not impaired to be performed by it under each Company Reinsurance Contract, except where such noncompliance has not had or would not reasonably be expected to have a Material Adverse Effect, (c) none of the Company Insurance Subsidiaries 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, extent that a default on the part of such Company Insurance Subsidiary under any Company Reinsurance Contract, except where such default has not had or would not thereunder is 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 reasonably be expected to have a Material Adverse 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 proceeding 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 Effectanticipated.

Reinsurance and retrocession. As of the date of this Agreement(i) Each insurance contract, (a) each reinsurance or retrocession treaty or agreementarrangement (including any facilitative agreements, slipindemnity agreements, binderor terminated or expired treaty or agreement under which there remains any outstanding material liability with respect to paid or unpaid case reserves regarding ceding or assumption of reinsurance, cover note coinsurance, excess insurance, or other similar arrangement pursuant to which any Company Insurance Subsidiary is the cedent involving at least $2 million in annual premium or $2 million in ceded liabilities retrocessions) (the “Company Reinsurance Contracts”) to which the Company’s Subsidiaries are a party or by or to which any of them are bound or subject, as each such Reinsurance Contract may have been amended, modified or supplemented is a valid and binding on the applicable Company Insurance Subsidiary, and to the Knowledge obligation of the Company, each other party parties thereto, and is in full force and effecteffect and is enforceable in accordance with its terms, except where and each such Reinsurance Contract is listed on Section 4.28(c) of the failure to be valid, binding or in full force and effect has not had or would not reasonably be expected to have a Material Adverse Effect, (b) Company Disclosure Letter. Neither the applicable Company Insurance Subsidiary, andCompany’s Subsidiaries nor, to the Knowledge of the Company’s Knowledge, any other party thereto, has performed is in default in any material respect, nor to Company’s Knowledge is any default threatened by such party, with respect to any such Reinsurance Contract. (ii) Each of the Company’s Subsidiaries is entitled under applicable law to take full credit in its statutory financial statements for all obligations required to be performed amounts recoverable by it under each Company pursuant to any Reinsurance Contract, except where and all such noncompliance has not had or would not reasonably be expected to amounts recoverable have a Material Adverse Effect, (c) none been properly recorded in the books and records of account of the Company Insurance and its Subsidiaries and are properly reflected in the statutory financial statements. To the Company’s Knowledge, all such amounts recoverable by the Company or any of its Subsidiaries are fully collectible in due course. Neither the Company nor any of its Subsidiaries has received written notice of the existence of that 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 Insurance Subsidiary other party to any Reinsurance Contracts intends not to perform under any Company such Reinsurance ContractContracts, except where such default has not had or would 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 reasonably be expected to have a Material Adverse Effect, (e) none of the Company Insurance Subsidiaries is and, to the Knowledge Company’s Knowledge, the financial condition of the Company, no each other party to a Company each Reinsurance Contract pursuant to which its Subsidiaries have ceded any premiums is insolvent or not impaired to the subject of extent that a rehabilitation, liquidation, conservatorship, receivership, bankruptcy or similar proceeding and (f) there are no disputes under any Company Reinsurance Contract, except as has not had or would not default thereunder is reasonably be expected to have a Material Adverse Effectanticipated.

Reinsurance and retrocession. As of the date of this Agreement, (a) each reinsurance or retrocession treaty or agreement, slip, binder, cover note or other similar arrangement pursuant to which any Company Insurance Subsidiary is the cedent involving at least $2 1.5 million in annual premium or $2 1.5 million in ceded liabilities (the “Company Reinsurance Contracts”) is valid and binding on the applicable Company 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 reasonably be expected to have a Material Adverse Effect, (b) the applicable Company 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 reasonably be expected to have a Material Adverse Effect, (c) none of the Company Insurance Subsidiaries 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 Insurance Subsidiary under any Company Reinsurance Contract, except where such default has not had or would 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 reasonably be expected to have a Material Adverse 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 proceeding 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.