Reinsurance and Retrocessions. (a) Schedule 5.16(a) sets forth an accurate, current and complete list, as of the date hereof, of (i) all reinsurance and retrocession treaties and agreements in force as of the date of this Agreement to which the Company or any Acquired Company Subsidiary is a ceding party, (ii) any terminated or expired treaty or agreement of any Acquired Company Subsidiary under which there remains any outstanding reserves in excess of $50,000 and (iii) any treaty or agreement with any Affiliate of the Company, and for each such treaty or agreement described in (i), (ii) or (iii), the effective date of such treaty or agreement and the termination date of any such treaty or agreement which has a definite termination date. All such treaties or agreements set forth on Schedule 5.16(a) are in full force and effect to the respective dates noted on the Schedule, and no Acquired Company Subsidiary is in default in any material respect as to any material provision of any reinsurance or retrocession treaty or agreement. No such treaty or agreement contains any provision providing that the other party thereto may terminate or otherwise modify such treaty or agreement by reason of the transactions contemplated by this Agreement; no such treaty or agreement contains any provision which by its own terms would result in a modification in the operation of the treaty or agreement by reason of the transactions contemplated by this Agreement. To the Knowledge of the Company, amounts due or coming due in the future under each such treaty or agreements are and will be collectible in full in the ordinary course, except that no representation is made with regards to information that is generally available within the insurance industry relating to the financial status of payors. No consent is required from any party to an existing reinsurance agreement in connection with the transactions provided for in this Agreement. Except as set forth in Schedule 5.16(a), each of the Acquired Company Subsidiaries is entitled to take full credit in its statutory financial statements pursuant to Applicable Laws for all reinsurance and coinsurance ceded pursuant to any reinsurance or coinsurance treaty or agreement to which such Acquired Company Subsidiary is party. Schedule 5.16(a) sets forth a list of each reinsurance audit report issued in connection with the Acquired Company Subsidiaries since January 1, 2004.
(b) Except as set forth in Schedule 5.16(b), none of the Acquired Company Subsidiaries is curre...
Reinsurance and Retrocessions. Schedule 4.25 contains a list as of the date of this Agreement of all treaty reinsurance or retrocession treaties and agreements in force to which any Subsidiary is a party (including any terminated or expired treaty or agreement under which there remains any outstanding liability with respect to paid or unpaid case reserves in excess of $500,000), any terminated or expired treaty or agreement under which there remains any outstanding liability from one reinsurer with respect to paid or unpaid case reserves in excess of $100,000 and any treaty or agreement with any Affiliate of such Subsidiary, the effective date of each such treaty or agreement, and the termination date of any treaty or agreement which has a definite termination date. To the Knowledge of Seller, no Subsidiary is in default in any respect as to any provision of any reinsurance or retrocession treaty or agreement or has failed to meet the underwriting standards required for any business reinsured thereunder except for defaults which, individually or in the aggregate, would not have a Material Adverse Effect on the Company and the Subsidiaries, taken as a whole.
Reinsurance and Retrocessions. Section 3.23 of the Company Disclosure Schedule sets forth a true and complete list of each reinsurance and retrocession treaty or agreement in force as of the date of this Agreement to which the Company or any of its Subsidiaries is a ceding party, any terminated or expired treaty or agreement under which there remains any outstanding liability from one reinsurer, in each case with respect to reserves ceded to such reinsurer in excess of $1,000,000 and any treaty or agreement with any Affiliate of the Company or any of its Subsidiaries, the effective date of each such treaty or agreement, and the termination date of any treaty or agreement which has a definite termination date. To the Knowledge of the Company, neither the Company nor any of its Subsidiaries is in default in any respect as to any provision of any reinsurance or retrocession treaty or agreement or has failed to meet the underwriting standards required for any business reinsurance thereunder except for defaults which would not, individually or in the aggregate, have a Company Material Adverse Effect.
Reinsurance and Retrocessions. Schedule 4.20 sets forth a true and complete list of all reinsurance and retrocession treaties and agreements in force as of the date of this Agreement to which any Life Insurance Subsidiary is a ceding party, any terminated or expired treaty or agreement under which there remains any outstanding liability from one reinsurer in excess of $15,000,000 and any treaty or agreement with any Affiliate of the Company or any Life Insurance Subsidiary, the effective date of each such treaty or agreement, and the termination date of any treaty or agreement which has a definite termination date. Except as set forth on Schedule 4.20,
(i) no Life Insurance Subsidiary is in default in any respect as to any provision of any reinsurance or retrocession treaty or agreement or has failed to meet the underwriting standards required for any business reinsurance thereunder and (ii) no reinsurer or retrocessionaire is in default to any Life Insurance Subsidiary pursuant to any reinsurance or retrocession treaty or agreement, except for defaults which would not, individually or in the aggregate, have a Material Adverse Effect.
Reinsurance and Retrocessions. Set forth in ss. 3(t) of the Disclosure Schedule is a list of all treaty reinsurance or retrocession treaties and agreements in force (whether written or oral) to which Summit or any of its Subsidiaries is a party (including any terminated or expired treaty or agreement under which there remains any outstanding liability with respect to paid or unpaid case reserves in excess of $100,000) (collectively, the "Treaties"), the effective date of each such Treaty, and the termination date of any Treaty that has a definite termination date. Neither Summit nor any of its Subsidiaries is in material default in any respect as to any provision of any reinsurance or retrocession Treaty or has failed to meet the underwriting standards required for any reinsurance coverage thereunder. Certain material terms (including, without limitation, percentages and businesses covered, term, ceding commissions, exclusions to coverage, single loss limits and termination provisions) of the oral reinsurance agreement with Reliance Insurance Company are set forth in ss. 3(t) of the Disclosure Schedule.
Reinsurance and Retrocessions. 34 Section 3.26. Environmental Matters.................................. 35 Section 3.27.
Reinsurance and Retrocessions. (a) The Clarendon Reinsurance Agreement is valid and in full force and effect prior to Inception Date and will terminate as of the Inception Date.
(b) Schedule 3.25(b) sets forth a true and complete list of all voluntary or involuntary ceded reinsurance and retrocession treaties, agreements or other contracts of ceded reinsurance in force and relating to the Business as of the date of this Agreement to which Fremont is a party, any terminated or expired treaty or agreement of ceded reinsurance relating to the Business under which there remains any outstanding liability from one or more reinsurers with respect to paid or unpaid cash reserves, and any treaty or agreement of ceded reinsurance relating to the Business with Fremont (collectively, the "Outward Reinsurance Agreements"), the effective date of each Outward Reinsurance Agreement, and the termination date of Outward Reinsurance Agreements which has a definite termination date. Except as set forth on Schedule 3.25(b), there have been no changes since December 31, 2001 in the way ceded reinsurance premiums are allocated to Fremont or its line of business. As of the date of this Agreement, all Outward Reinsurance Agreements are in full force and effect to the respective dates noted on such Schedule 3.25(b), and Fremont is not in default in any respect as to any provision of any Outward Reinsurance Agreements or has failed to meet any standards required for any business reinsurance thereunder. All allocations of premiums and receivables with respect to Outward Reinsurance among one or more entities that constitute Fremont are fairly and equitably allocated among such entities. All cessions under the Outward Reinsurance Agreements relating to the Clarendon Reinsurance/Cession Program will cease as of the Inception Date.
(c) Schedule 3.25(c) sets forth a true, complete and correct list of all voluntary or involuntary assumed reinsurance and retrocession treaties, agreements or other contracts of assumed reinsurance in force and relating to the Business as of the date of this Agreement to which Fremont is a party, any terminated or expired treaty or agreement of assumed reinsurance relating to the Business under which there remains any outstanding liability with respect to paid or unpaid cash reserves, and any treaty or agreement of assumed reinsurance relating to the Business with Fremont (collectively, the "Inward Reinsurance Agreements"), indicating the effective date of each Inward Reinsurance Agreement...
Reinsurance and Retrocessions. 43 -----------------------------
Reinsurance and Retrocessions. The Disclosure Schedule sets forth an accurate and complete list of (a) all reinsurance and retrocession treaties and agreements in force as of the date of this Agreement to which the Transferred Companies or any of their Subsidiaries is a party and (b) any terminated or expired treaty or agreement under which there remains any outstanding liability from one reinsurer with respect to paid or unpaid case reserves in excess of $50,000, and, for each such treaty or agreement, the effective date of such treaty or agreement and the termination date if such treaty or agreement has a definite termination date. All such treaties or agreements set forth in the Disclosure Schedule are in full force and effect to the respective dates noted on the Disclosure Schedule, and neither any Transferred Company nor any Subsidiary of a Transferred Company is in default in any respect as to any provision of any reinsurance or retrocession treaty or agreement or has failed to meet the underwriting standards required for any business reinsurance thereunder. 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, to the Knowledge of Seller, the financial condition of any other party to any such agreement is not so impaired that a default thereunder may reasonably be anticipated.
Reinsurance and Retrocessions. Section 5.1 Conduct of the Business of the Company Section 5.6 Director and Officer Liability Section 5.14 Employees and Employee Benefit Plans AGREEMENT AND PLAN OF MERGER, dated as of May 1, 2006 (this “Agreement”), by and among Great American Financial Resources, Inc., a Delaware corporation (“Parent”), Project Garden Acquisition Inc., a Delaware corporation (“Acquisition Sub”), and Ceres Group, Inc., a Delaware corporation (the “Company”) (Acquisition Sub and the Company being hereinafter collectively referred to as the “Constituent Corporations”).
