Common use of Reinsurance and Retrocessions Clause in Contracts

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 currently or has been since January 1, 2004 a party to a Finite Insurance Agreement. Except as set forth in Schedule 5.16(b), neither the Company nor the Acquired Company Subsidiaries is now or has been since January 1, 2004 a party to any separate written or oral agreements with reinsurers that would under any circumstances reduce, limit, mitigate or otherwise affect any actual or potential loss to the parties under the reinsurance contract, other than the contracts that are explicitly defined in the reinsurance contract. As used herein, the term "Finite Insurance Agreement" means any contract of financial reinsurance, finite risk insurance or reinsurance contracts (or multiple contracts with the same reinsurer or its Affiliates) that include any of the following features:

Reinsurance and Retrocessions. (a) Schedule 5.16(a) sets forth an accurate, current 4.21 contains a ----------------------------- true and complete list, as list 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, party (ii) including any terminated or expired treaty or agreement under which as of December 31, 1996 there remains an outstanding liability with respect to paid or unpaid case reserves in excess of $500,000), any Acquired Company Subsidiary 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 $50,000 100,000 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)Subsidiary, the effective date of each such treaty or agreement agreement, and the termination date of any such treaty or agreement which has a definite termination datedate (individually a "Reinsurance Agreement" and collectively, the "Reinsurance Agreements"), copies of which have been delivered or made available to Buyer. All Assuming the due authorization, execution and delivery of each such treaties or agreements set forth on Schedule 5.16(a) are Reinsurance Agreement by the other parties thereto, each such Reinsurance Agreement is valid and binding in all material respects in accordance with its terms and is in full force and effect effect. None of the in-force Reinsurance Agreements may be terminated by any party thereto due to a change of control of the Company or any of the Subsidiaries. No other party to any Reinsurance Agreement has given notice to the respective dates noted on Company or any of its Subsidiaries that it intends to terminate or cancel any such Reinsurance Agreement as a result of the Scheduletransactions contemplated hereby or the contemplated operations of the Company or its Subsidiaries after the consummation of the transactions contemplated hereby, and which termination or change would reasonably be expected to have a Material Adverse Effect. To the knowledge of Seller, 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 agreement or agreement contains has failed to meet the underwriting standards required for any provision providing that the other party thereto may terminate business reinsurance thereunder except for defaults, which would not, individually 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 Companyaggregate, amounts due or coming due in the future under each such treaty or agreements are and will reasonably be collectible in full in the ordinary course, except that no representation is made with regards expected 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 have a list of each reinsurance audit report issued in connection with the Acquired Company Subsidiaries since January 1, 2004Material Adverse Effect. (b) Except as set forth in Schedule 5.16(b), none of the Acquired Company Subsidiaries is currently or has been since January 1, 2004 a party to a Finite Insurance Agreement. Except as set forth in Schedule 5.16(b), neither the Company nor the Acquired Company Subsidiaries is now or has been since January 1, 2004 a party to any separate written or oral agreements with reinsurers that would under any circumstances reduce, limit, mitigate or otherwise affect any actual or potential loss to the parties under the reinsurance contract, other than the contracts that are explicitly defined in the reinsurance contract. As used herein, the term "Finite Insurance Agreement" means any contract of financial reinsurance, finite risk insurance or reinsurance contracts (or multiple contracts with the same reinsurer or its Affiliates) that include any of the following features:

Reinsurance and Retrocessions. (a) Schedule 5.16(a5.24(i) sets forth an accurate, current accurate and complete list, as of the date hereof, of (i) all reinsurance and retrocession treaties and agreements Contracts in force as of the date of this Agreement to which the Company or any Acquired Company Subsidiary is a ceding partyparty or an assuming reinsurer, (ii) any terminated or expired treaty reinsurance or agreement retrocession Contracts of any Acquired Company Subsidiary under which there remains any outstanding reserves in excess of $50,000 and (iii) any treaty reinsurance or agreement retrocession Contracts with any Affiliate of the CompanyCompany (collectively, and for each such treaty or agreement described in (i"Reinsurance Contracts"), (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 Reinsurance Contracts set forth on Schedule 5.16(a5.24(i) are in full force and effect (except that the enforceability thereof is subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws affecting creditors' rights and remedies generally) and except as would not, individually or in the respective dates noted on the Scheduleaggregate, and have, or reasonably be expected to have, a Material Adverse Effect, no Acquired Company Subsidiary is in default in any material respect as to any material provision of any reinsurance or retrocession treaty or agreementReinsurance Contract set forth on Schedule 5.24(i) and, to the Knowledge of the Company, there are no material disputes under any of the Reinsurance Contracts. No Except as set forth on Schedule 5.24(ii), no such treaty or agreement Reinsurance Contract contains any provision (x) providing that any of the other party parties thereto may terminate or otherwise modify such treaty or agreement Reinsurance Contract by reason of the transactions contemplated by this Agreement; no such treaty , (y) which requires the consent of any other party thereto in connection with the transactions contemplated by this Agreement or agreement contains any provision (z) which by its own terms would result in a modification in the operation of the treaty or agreement Reinsurance Contract by reason of the transactions contemplated by this Agreement. To the Knowledge of the Company, amounts due none of the other parties to any Reinsurance Contract is in material breach, violation 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 default of payors. No consent is required from any party to an existing reinsurance agreement in connection with the transactions provided for in this AgreementReinsurance Contract. Except as set forth in Schedule 5.16(a5.24 (iii), to the Knowledge of the Company, each of the Acquired Company Subsidiaries is entitled to take full credit in its statutory financial statements pursuant to Applicable 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, 2004Reinsurance Contract. (b) Except as set forth in Schedule 5.16(b), none of the Acquired Company Subsidiaries is currently or has been since January 1, 2004 a party to a Finite Insurance Agreement. Except as set forth in Schedule 5.16(b), neither the Company nor the Acquired Company Subsidiaries is now or has been since January 1, 2004 a party to any separate written or oral agreements with reinsurers that would under any circumstances reduce, limit, mitigate or otherwise affect any actual or potential loss to the parties under the reinsurance contract, other than the contracts that are explicitly defined in the reinsurance contract. As used herein, the term "Finite Insurance Agreement" means any contract of financial reinsurance, finite risk insurance or reinsurance contracts (or multiple contracts with the same reinsurer or its Affiliates) that include any of the following features:

Reinsurance and Retrocessions. (a) Schedule 5.16(a4.16(a) sets forth an accurate, current a correct and complete list, as of the date hereof, list of (i) all reinsurance and retrocession treaties and agreements in force as of the date of this Agreement to which the any Insurance Company or (with respect to their conduct of the Business) any Acquired Company Subsidiary Renewal Rights Seller is a ceding party, including the 2010 HO Quota Share Reinsurance Agreement, (ii) any terminated or expired reinsurance or retrocession treaty or agreement of any Acquired Insurance Company Subsidiary or (with respect to their conduct of the Business) any Renewal Rights Seller under which there remains any material outstanding reserves in excess of $50,000 and (iii) any reinsurance or retrocession treaty or agreement between any Insurance Company or (with respect to their conduct of the Business) any Renewal Rights Seller, on one hand, and any Affiliate of any Company, on the Companyother hand, 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 datedate (collectively, the “Ceded Reinsurance Agreements”). All such treaties The Sellers have delivered or agreements made available to Buyer true and complete copies of each Ceded Reinsurance Agreement. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, all Ceded Reinsurance Agreements required to be set forth on Schedule 5.16(a4.16(a) are in full force and effect to the respective dates noted on the Schedule, and no Acquired Company Subsidiary or Renewal Rights Seller is in default in any material respect as to any material provision of any reinsurance Ceded Reinsurance Agreement and there is no pending or, to the Knowledge of Seller Parent, threatened dispute between any Company or retrocession Renewal Rights Seller, on one hand, and any reinsurer under any such treaty or agreement. No such treaty or agreement contains any provision providing that , on the other party thereto may terminate hand. Except as set forth in Schedule 4.16(a)(i) or otherwise modify such treaty as would not, individually 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 Companyaggregate, amounts due or coming due in the future under each such treaty or agreements are and will reasonably be collectible in full in the ordinary courseexpected to have a Material Adverse Effect, 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 or retrocession treaty or agreement in connection with the transactions provided for in this AgreementAgreement or the Ancillary Agreements. Except as set forth in Schedule 5.16(a), each Each of the Acquired Company Subsidiaries Insurance Companies and the Renewal Rights Sellers is entitled to take full credit in its statutory financial statements pursuant to Applicable Laws for all reinsurance and coinsurance retrocession ceded pursuant to any reinsurance or coinsurance retrocession treaty or agreement to which such Acquired Insurance Company Subsidiary or (with respect to their conduct of the Business) such Renewal Rights Seller is party. Schedule 5.16(a) sets forth a list , and all such amounts have been properly recorded in all material respects in the Records of each reinsurance audit report issued such Insurance Company or Renewal Rights Seller and are properly reflected in connection with the Acquired Company Subsidiaries since January 1, 2004Statutory Statements. (b) Except as set forth in Schedule 5.16(b), none With respect to any reinsurance or retrocession Contract pursuant to which any Insurance Company or (with respect to their conduct of the Acquired Company Subsidiaries Business) such Renewal Rights Seller has ceded or assumed any risk for which the ceding insurer party thereto is currently or taking credit on its most recent statutory statements, (i) there has been since January 1, 2004 a party to a Finite Insurance Agreement. Except as set forth in Schedule 5.16(b), neither the Company nor the Acquired Company Subsidiaries is now or has been since January 1, 2004 a party to any no separate written or oral agreements with reinsurers agreement between such ceding insurer and the assuming reinsurer that is intended to, and would under any circumstances in fact, reduce, limit, limit or mitigate or otherwise affect any actual or potential loss to the parties under any such Contract and (ii) such Contract satisfies the requisite risk transfer criteria necessary to obtain reinsurance contract, other than accounting treatment under accounting standards applicable to the contracts Insurance Company or Renewal Rights Seller that are explicitly defined in the reinsurance contract. As used herein, the term "Finite Insurance Agreement" means any contract of financial reinsurance, finite risk insurance or reinsurance contracts (or multiple contracts with the same reinsurer or its Affiliates) that include any of the following features:is a party thereto.