Reinsurance Contracts. (a) Section 3.24 of the Company Disclosure Letter lists each reinsurance or retrocession treaty or agreement to which any Reinsurance Subsidiary is the cedent relating to the Company’s 2015 or 2014 retrocession program and that is in force as of the date of this Agreement, other than any such treaty or agreement under which the Company has gross ceded premiums (calculated in accordance with SAP) of $2,500,000 or less as of January 1, 2015 (the “Company Reinsurance Contracts”).
(b) As of the date of this Agreement, each Company Reinsurance Contract constitutes a valid and binding agreement of the Reinsurance Subsidiary party thereto and, to the Knowledge of the Company, each other party thereto, and is in full force and effect, except for such failures to be valid, binding or in full force and effect that are not material. The applicable Reinsurance Subsidiary has performed all material obligations required to be performed by it to date under the Company Reinsurance Contracts, and it is not (with or without the lapse of time or the giving of notice, or both) in breach or default in any material respect thereunder and, to the Knowledge of the Company, no other party to any Company Reinsurance Contract is (with or without the lapse of time or the giving of notice, or both) in breach or default in any material respect thereunder, except for such noncompliance, breaches and defaults that, individually or in the aggregate, have not had and would not reasonably be expected to be material to the Company and the Subsidiaries, taken as a whole. As of the date of this Agreement, none of Seller, the Company and the Subsidiaries has received any notice of the intention of any party to terminate any Company Reinsurance Contract. Complete and correct copies of each Company Reinsurance Contract, together with all written modifications and amendments thereto and any related security documents, have been made available to Purchaser.
Reinsurance Contracts. Enter into any reinsurance contract with any Person for an amount that exceeds 10% of the aggregate dollar value of such reinsurance contract unless such Person (i) has a rating of at least A- as determined by A.M. Best Company, (ii) has a rating of at least A by Standard & Poor's, (iii) is a syndicate in Lloyds of London or (iv) is a reinsurer which has provided security to collateralize its obligations in compliance with applicable insurance regulations.
Reinsurance Contracts. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, (i) all ceded reinsurance and retrocessional treaties, contracts, agreements and arrangements (“Reinsurance Contracts”) to which the Company or any Insurance Subsidiary is a party and as to which any of them reported recoverables, premiums due or other amounts in its most recent statutory financial statements are in full force and effect, except where the failure of such Reinsurance Contracts to be in full force and effect would not, singly or in the aggregate, have a Material Adverse Effect, and (ii) neither the Company nor any Insurance Subsidiary has received any notice from any other party to any Reinsurance Contract that such other party intends not to perform such Reinsurance Contract in any material respect, and the Company has no knowledge that any of the other parties to such Reinsurance Contracts will be unable to perform its obligations thereunder in any material respect, except where (A) the Company or the Insurance Subsidiary has established reserves in its financial statements that it deems adequate for potential uncollectible reinsurance or (B) such nonperformance would not have a Material Adverse Effect.
Reinsurance Contracts. The percentage of Net Uncollateralized Reinsurance Recoverables with Persons with a Best rating below A- is % as computed in the supporting documents attached as Schedule 5.*
Reinsurance Contracts. 31 SECTION 3.12.
Reinsurance Contracts. Except as noted on Schedule 3.13, to the knowledge of the Sellers no party to any contract for reinsurance with any of the Sellers is in default in any material respect as to any provision thereof.
Reinsurance Contracts. Schedule 3.11 sets forth a complete and accurate list of all Reinsurance Contracts. Sellers are not in default as to any provision in any Reinsurance Contract and to the Knowledge of Sellers no other party to any Reinsurance Contract is in default as to any provision thereof. On the Closing Date and immediately before Closing, Sellers will not be a party to any Reinsurance Contracts.
Reinsurance Contracts. 3.12(b) Release .......................................................................................................... 3.22(c)(iv) Reorganizations ............................................................................................. 3.4(a) Required Governmental Authorizations ....................................................... 3.6(b) Review Period ............................................................................................... 2.5(c)(i) Scheduled Company Intellectual Property .................................................... 3.20(a) Section 338(h)(10) Election .......................................................................... 8.7(a) Seller .............................................................................................................
Reinsurance Contracts. (a) Between the date hereof and the Closing Date, Seller shall use its commercially reasonable efforts to (and Purchaser shall reasonably cooperate, work in good faith and use its commercially reasonable efforts to assist Seller to) obtain, with respect to each of the assumed Reinsurance Contracts set forth on Section 5.09 of the Seller Disclosure Schedule (the “Specified Assumed Treaties”) and the corresponding Specified Trust Agreement(s), the consent of the cedent under each such Specified Assumed Treaty to the novation, subject to the occurrence of the Closing and effective as of the Effective Time, of such Specified Assumed Treaty and the transfer of (through the change of the grantor under) the corresponding Specified Trust Account(s) to the U.S. Branch and the release of USIC by such cedent under such Specified Assumed Treaty, in each case pursuant to the terms of an Assumed Reinsurance Novation Agreement or pursuant to other terms that may be reasonably acceptable to Purchaser and Seller; provided, in no event shall Seller agree to any amendment to the terms and conditions of any Specified Assumed Treaty or Specified Trust Agreement (whether to become effective prior to, upon or after such novation) without Purchaser’s written consent, except as otherwise permitted under Section 5.01. If such consent is obtained prior to the Closing Date with respect to any Specified Assumed Treaty, such Specified Assumed Treaty and Specified Trust Account(s) shall be novated to the U.S. Branch at the Closing and effective as of the Effective Time pursuant to an Assumed Reinsurance Novation Agreement or pursuant to such other terms that are reasonably acceptable to Purchaser and Seller, and USIC shall be released by the cedent thereunder as set forth in such Assumed Reinsurance Novation Agreement or pursuant to such other agreed terms. If the consent of the applicable cedent with respect to any Specified Assumed Treaty and corresponding Specified Trust Account(s) is not obtained prior to the Closing Date, then: (i) the USIC Coinsurance Agreement will provide that the liabilities assumed by USIC pursuant to such Specified Assumed Treaty will be retroceded to Purchaser Insurer pursuant to such agreement on a modified coinsurance basis as reflected in the form of USIC Coinsurance and Modified Coinsurance Agreement attached hereto as Exhibit A; and (ii) the parties shall, to the extent practicable, continue to cooperate, work together in good faith and use their respec...
Reinsurance Contracts. (a) Section 3.15(a) of the Seller Disclosure Schedule sets forth a list of each Reinsurance Contract.
(b) Assuming the due authorization, execution and delivery thereof by the other party or parties thereto, (i) each Reinsurance Contract is a valid and binding obligation of the applicable Acquired Insurance Company and, to the Knowledge of Sellers, each other party or parties thereto, in accordance with its terms and is in full force and effect, (ii) the applicable Acquired Insurance Company is not, and, to the Knowledge of Sellers, no other party thereto is in breach of or default under (or is alleged to be in breach of or default under) any Reinsurance Contract, and (iii) the applicable Acquired Insurance Company has not and no other party thereto has provided or received any notice of any intention to terminate, any Reinsurance Contract. No event or circumstance has occurred that, with notice or lapse of time or both, would constitute a material default under any Reinsurance Contract or result in a termination thereof or would cause or permit the acceleration or other changes of any right or obligation or the loss of any benefit thereunder.
(c) Sellers have made available to Purchaser prior to the date hereof copies of each Reinsurance Contract.
(d) As of March 31, 2019, each Acquired Insurance Company was entitled under applicable Law and SAP, as in effect at such time, to take full financial statement credit for all amounts ceded under Reinsurance Contracts and for which such financial statement credit was taken in the Interim Statutory Financial Statements.
