Reinsurance Ceded. Schedule 3.17 lists all reinsurance contracts under which VFL has ceded to reinsurers risks under any of the Insurance Contracts that are either (i) in force as of the date hereof or (ii) terminated but under which there remains any outstanding liability from the reinsurer with respect to which reserves are currently carried by VFL (the "Ceded Reinsurance Agreements"). True and complete copies of all the contracts (or slips, binders and commitments therefor) and of all amendments thereto for the Ceded Reinsurance Agreements have been delivered to Purchaser. Except as set forth in Schedule 3.17, neither VFL nor the reinsurer under any Ceded Reinsurance Agreement currently in force has given notice of termination (provisional or otherwise) in respect of the Ceded Reinsurance Agreement. To the Knowledge of VFL, no reinsurer is in default in any material respect under any Ceded Reinsurance Agreement. Except as set forth in Schedule 3.17, no Ceded Reinsurance Agreement contains any provision providing that (i) the reinsurer may terminate the agreement, or (ii) VFL would be in breach of any representation, warranty or covenant under the Agreement, or (iii) VFL would fail to meet a condition of reinsurance under the agreement, by reason of the transactions contemplated by this Agreement or the Coinsurance Agreement. VFL has duly and punctually performed all material terms, conditions, covenants and warranties of the Ceded Reinsurance Agreements.
Reinsurance Ceded. A. The Ceding Company hereby cedes, and the Reinsurer hereby accepts and assumes, as of the Reinsurance Effective Date, one hundred percent (100%) of the Policy Liabilities incurred by the Ceding Company, including any Taxes.
B. The Ceding Company will use reasonable efforts to provide to the Reinsurer available information relating to the Policy Liabilities. Failure to provide any such information, or include any claim, policy form or other information relating to the Policy Liabilities, shall not affect the reinsurance coverage provided for by this Reinsurance Agreement.
C. Neither the Ceding Company nor the Reinsurer shall have the right to commute the reinsurance ceded under this Reinsurance Agreement, except pursuant to the provisions of paragraph B of Article 16 of this Reinsurance Agreement.
D. The Reinsurer shall follow the fortunes of the Ceding Company for all Policy Liabilities and matters covered by this Reinsurance Agreement in all respects, and the Reinsurer shall be bound by all payments and settlements entered into by the Ceding Company and/or DPU on behalf of the Ceding Company.
Reinsurance Ceded. (a) Insurance Contracts under which any of the Companies has ceded or retroceded to reinsurers (other than Affiliates of the Companies) risks included within the Business as of the date hereof are referred to herein as the “Ceded Reinsurance Contracts”. Schedule 3.15(a)(i) identifies Ceded Reinsurance Contracts accounting for at least fifty percent (50%) of the aggregate amount of reinsurance premiums paid by the Companies under all Ceded Reinsurance Contracts in the year ended December 31, 2000 (“2000 Outbound Reinsurance Premiums”) and any individual Ceded Reinsurance Contract accounting for five percent (5%) of 2000 Outbound Reinsurance Premiums. Schedule 3.15(a)(ii) sets forth summaries of substantially all of the programs under which the personal accident reinsurance included in the Business has been retroceded to parties other than Affiliates of any Company. The Ceded Reinsurance Contracts identified on Schedules 3.15(a)(i) and those described by the summaries included in Schedule 3.15(a)(ii) are referred to herein as the Material Ceded Reinsurance Contracts. Sellers have delivered to Purchaser true and complete copies of those Ceded Reinsurance Contracts identified on Schedule 3.15(a)(i) or, in the case of pool and wheel retrocession treaties, the form of such agreements and a list of participations therein (collectively, the “Material Ceded Reinsurance Contracts”).
(b) Except as set forth in Schedule 3.15(b)(i), neither any Company nor the relevant reinsurer has given notice of termination (provisional or otherwise) in respect of any Material Ceded Reinsurance Contract. Neither any Company nor, to the knowledge of Sellers, any such reinsurer is in default in any material respect under any Material Ceded Reinsurance Contract. Except as set forth on Schedule 3.15(b)(ii), each such Material Ceded Reinsurance Contract is in full force and effect and is valid and enforceable in accordance with its terms. Except as set forth in Schedule 3.15(b)(iii), no Material Ceded Reinsurance Contract contains any provision providing that the reinsurer may terminate such agreement by reason of the transactions contemplated by this Agreement. The summaries set forth as Schedule 3.15(a)(ii) are complete and accurate in all material respects.
(c) Except as set forth in Schedule 3.15(c), with respect to any Ceded Reinsurance Contract (other than any Material Ceded Reinsurance Contract), (i) neither any Company nor the relevant reinsurer has given notice of termination (p...
Reinsurance Ceded. (a) Section 3.15(a) of the Seller Disclosure Schedule lists each reinsurance agreement to which the Company is a party (the “Ceded Reinsurance Contracts”).
(b) Each of the Ceded Reinsurance Contracts constitutes a valid and binding obligation of the Company and, to the Knowledge of Seller, each other party thereto, enforceable against the Company and, to the Knowledge of Seller, each other party thereto in accordance with its terms, subject to the Enforceability Exceptions, and is in full force and effect. Except as set forth in Section 3.15(b) of the Seller Disclosure Schedule, the Company has not received written notice of early termination of any such Ceded Reinsurance Contract. There exists no material breach or event of default with respect to any Ceded Reinsurance Contract on the part of the Company or, to the Knowledge of Seller, any other party thereto which would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company was entitled to take credit in the Statutory Statements in accordance in all material respects with SAP for that portion of any such Ceded Reinsurance Contract as to which credit was taken in such statements. No consent is required from any Person under any Ceded Reinsurance Contract in order to consummate the transactions contemplated by this Agreement, except for those consents which, if not obtained, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, no Ceded Reinsurance Contract contains any provision that would allow the other party or parties thereto to terminate such Ceded Reinsurance Contract as a result of the transactions contemplated hereby.
Reinsurance Ceded. 2 ARTICLE 4
Reinsurance Ceded. (a) Section 3.17(a) of the Company Disclosure Schedule lists each ceded reinsurance agreement to which the Company or any of the Transferred Subsidiaries is a party as of the date hereof (the “Ceded Reinsurance Contracts”).
(b) Each of the Ceded Reinsurance Contracts constitutes a valid and binding obligation of the Company or the applicable Transferred Subsidiary and, to the Knowledge of the Company, each other party thereto, is enforceable against the Company or the applicable Transferred Subsidiary and, to the Knowledge of the Company, each other party thereto in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application relating to creditors’ rights generally or by principles of equity, and is in full force and effect. Except as set forth in Section 3.17(b) of the Company Disclosure Schedule, the Company has not received written notice of early termination of any such Ceded Reinsurance Contract. As of the date hereof, there exists no material breach or event of default with respect to any Ceded Reinsurance Contract on the part of the Company or, to the Knowledge of the Company, any other party thereto. Each of the Company and the Insurance Subsidiary that is a party to such Ceded Reinsurance Contract is, and was, entitled to take credit in its statutory statements in accordance with SAP for the portion of any such Ceded Reinsurance Contract as to which credit was taken in such statements.
Reinsurance Ceded. 1. This Contract is to indemnify the Ceding Companies for the Reinsurer’s Share of Ultimate Net Loss paid (when such payment is recognized in the Ceding Companies’ accounting systems) on and after the Effective Date in respect of the Subject Business, subject to the terms, limits and conditions of this Contract (the “Covered Losses”).
Reinsurance Ceded. 17 Section 3.19. Absence of Certain Changes or Events ......................... 17 Section 3.20. Intercompany Accounts ........................................ 17 Section 3.21.
Reinsurance Ceded. 2.1 Subject to all applicable terms, conditions, exclusions and limitations contained in this Agreement, the Company hereby agrees to retrocede as reinsurance to the Retrocessionaire, and the Retrocessionaire hereby agrees to reinsure the Company for, one hundred percent (100%) of the Net Incurred Losses plus Cumulative Net Incurred Uncollectible Reinsurance Recoverables, on a losses incurred basis, in excess of the Attachment Point (the "Reinsurance Ceded") up to the Aggregate Limit.
2.2 The Company may retrocede Reinsurance Ceded subject to an annual aggregate limitation of $17.5 million (the "Annual Aggregate"). In the event a portion of the Annual Aggregate is not utilized in any year, any such unused amount shall carry over cumulatively to the subsequent years as an addition to the Annual Aggregate. When the cumulative Reinsurance Ceded exceeds $60.5 million, the Retrocessionaire will, subject to the Annual Aggregate and the Aggregate Limit, pay to the Company cash in an amount equal to the Reinsurance Ceded in excess of $60.5 million which amount shall be placed in the trust established pursuant to Section 6.3 hereof.
2.3 Notwithstanding anything to the contrary contained in Section 2.2 hereof, to the extent Paid Losses exceeds the Attachment Point, the Retrocessionaire will pay the Company dollar for dollar such amounts up to a maximum of $60.5 million.
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