Common use of Reinsurance Contracts Clause in Contracts

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. Section 3.13.1 Company has made available to Parent true, complete and correct copies of all reinsurance agreements currently in force and agreements for which there are (aA) open claims or (B) other amounts due between the parties in excess of $100,000, pursuant to which the Company or any of the Company Insurance Subsidiaries has assumed from or ceded risk to third parties as of the date hereof (“Third Party Reinsurance Contracts”) and true, complete and correct copies of any reinsurance agreements with affiliates to which any of the Company Insurance Subsidiaries is a party (“Affiliate Reinsurance Contracts”). Except as described on Section 3.24 3.13.1 of the Company Disclosure Letter lists each reinsurance Schedule or retrocession treaty as disclosed in the STAT Financial Statements, there are no amounts recoverable by the Company Insurance Subsidiaries under any of the Third Party Reinsurance Contracts or agreement Affiliate Reinsurance Contracts (collectively, the “Existing Reinsurance Contracts”) that would be required to be disclosed in the STAT Financial Statements of the Company Insurance Subsidiaries and which are more than ninety (90) days past due or greater than $500,000 as of March 31, 2010. Except as described on Section 3.13.1 of the Company Disclosure Schedule, neither the Company nor the Company Insurance Subsidiaries has received any Reinsurance Subsidiary is written notice from any of the cedent relating reinsurers party to the Existing Reinsurance Agreements that any amount in excess of $500,000 recoverable by the Company Insurance Subsidiaries pursuant to an Existing Reinsurance Agreement is not fully collectible in due course. Section 3.13.2 Except as set forth in Section 3.13.2 of the Company Disclosure Schedule, no reinsurer under any Third Party Reinsurance Contract has given any written notice to the Company or the Company Subsidiaries of termination with respect to any such arrangement. Section 3.13.3 With respect to the Third Party Reinsurance Contracts, neither the Company nor the Company Subsidiaries, nor, to the knowledge of the Company’s 2015 or 2014 retrocession program and that , any other party thereto, is in force as of the date of this Agreementdefault under any such Third Party Reinsurance Contract, 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 thatwhich, individually or in the aggregate, have not had and would could not reasonably be expected to be material to the have a 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 PurchaserMaterial Adverse Effect.

Reinsurance Contracts. 38. The Seller has made available to the Buyer true and correct copies of each reinsurance Contract (aand all amendments thereto) Section 3.24 of to which the Company Disclosure Letter lists each reinsurance or retrocession treaty or agreement to which any Reinsurance the Company Subsidiary is the cedent relating to the Company’s 2015 or 2014 retrocession program and a party that is remains in force as of the date of this Agreement, other than any such treaty hereof or agreement under which the Company has gross ceded premiums or the Company Subsidiary may have any Liability after the date hereof (calculated in accordance with SAP) of $2,500,000 or less as of January 1each, 2015 (the a “Company Reinsurance ContractsContract”). (b39. Except for that certain Retrocession Agreement, dated as of June 26, 2014, between the Company and the Company Subsidiary, no risks or liabilities of the Business have been ceded to any Person other than the Company or the Company Subsidiary. 40. Except as set forth in Section 5.15(c)(i) As of the Seller Disclosure Schedule, since January 1, 2017 through the date of this Agreement, each Company no party under any Reinsurance Contract constitutes a valid and binding agreement has given notice of modification or recapture in respect of any such Reinsurance Contract. Neither the Reinsurance Subsidiary party thereto andCompany nor, to the Knowledge of Seller, the Companyreinsured (A) is in default in any material respect or (B) has failed to make any undisputed payments required under any Reinsurance Contract. To the Seller’s Knowledge, no reinsured is the subject of a rehabilitation, liquidation, conservatorship, receivership, bankruptcy or similar proceeding. Except as disclosed on Section 5.15(c)(ii) of the Seller Disclosure Schedule, each other party thereto, and such Reinsurance Contract is in full force and effecteffect and is legal, except for such failures to be valid, binding and enforceable in accordance with its terms, except in each case as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, rehabilitation, liquidation, fraudulent conveyance or other similar Laws now or hereafter in effect relating to or affecting creditors’ rights generally, and subject to the limitations imposed by general equitable principles (whether or not such enforceability is considered in a proceeding at Law or in full force and effect equity). Except as set forth in Section 5.15(c)(iii) of the Seller Disclosure Schedule, no Reinsurance Contract contains any provision providing that are not material. The applicable Reinsurance Subsidiary has performed all material obligations required to be performed by it to date under the Company, the Company Subsidiary or any other party thereto may terminate or modify such Reinsurance ContractsContract by reason of (x) the transactions contemplated by this Agreement or any Transaction Agreement, and it is not (with y) except as set forth in Section 5.15(c)(iv) of the Seller Disclosure Schedule, a ratings downgrade of the Company below certain minimum ratings issued by a credit rating agency as set forth in the Reinsurance Contract or without the lapse of time or the giving of notice, or both(z) in breach or default in any material respect thereunder and, to the Knowledge a reduction of the Company, no other party to any Company Reinsurance Contract is (with or without the lapse of time ’s or the giving of noticeCompany Subsidiary’s, or both) in breach or default in any material respect thereunderas applicable, except for such noncompliance, breaches capital and defaults that, individually or surplus below a certain level as set forth in the aggregate, have not had and would not reasonably be expected to be material to the Company and the Subsidiaries, taken as a wholeapplicable Reinsurance Contract. 41. As Section 5.15(d) of the date Seller Disclosure Schedule sets forth a list of this Agreementall Liens, none collateral or security arrangements, including by means of Sellera credit for reinsurance trust or letter of credit, to or for the Company and the Subsidiaries has received any notice of the intention benefit of any party to terminate cedent under 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. (a) Section 3.24 of the Company Disclosure Letter lists each Each material reinsurance or retrocession treaty or agreement agreement, slip, binder, cover note or other similar arrangement pursuant to which any Reinsurance Company Insurance 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 cedes premium (the “Company Reinsurance Contracts”). (b) As of the date of this Agreement, each Company Reinsurance Contract constitutes a is valid and binding agreement of on the Reinsurance Subsidiary party thereto andapplicable Company Insurance Subsidiary, and to the Knowledge of the Company, each other party thereto, and is in full force and effecteffect (subject to the Bankruptcy and Equity Exception), except for such failures to be valid, valid and binding or to be in full force and effect that are not materialas would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The applicable There is no breach or default under any Reinsurance Subsidiary has performed all material obligations required to be performed Contracts by it to date under the Company Reinsurance Contractsor the Company Subsidiaries and no event has occurred that, and it is not (with or without the lapse of time or the giving of notice, notice or both) in , would constitute a breach or default thereunder by the Company or the Company Subsidiaries, in any material respect thereunder andeach case except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. None of the Company Insurance Subsidiaries or, to the Knowledge of the Company, no other party to any Company reinsurer under any Reinsurance Contract is (with or without the lapse of time insolvent or the giving subject of noticea rehabilitation, liquidation, conservatorship, receivership, bankruptcy or both) similar proceeding, except as, individually or in breach or default in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. No written notice of intended cancellation has been received by the Company Insurance Subsidiary from any material respect thereundersuch reinsurer, and there are no disputes under any Reinsurance Contract, except for such noncompliance, breaches and defaults cancellations or disputes that, individually or in the aggregate, have not had and would not reasonably be expected to be material to have a Material Adverse Effect. Except as set forth in Section 4.16 of the Company and the SubsidiariesDisclosure Schedule, taken as a whole. As of the date of this Agreementthere are no reinsurance treaty or agreement, none of Sellerslip, the Company and the Subsidiaries has received any notice of the intention of any party binder, cover note or other similar arrangement pursuant to terminate which 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 PurchaserInsurance Subsidiary assumes premium.

Reinsurance Contracts. (a) Section 3.24 3.16(a) of the Company Seller Disclosure Letter Schedule lists (i) each reinsurance or retrocession treaty or agreement to which any Reinsurance Subsidiary the Company is a party as the cedent relating to the Company’s 2015 or 2014 retrocession program and that ceding company thereunder which is in in-force as of the date of this Agreementhereof, other than any such treaty or agreement under which the Company has gross ceded premiums Insurance Reserves (calculated in accordance with SAP) of $2,500,000 or less as of January 1December 31, 2015 2012 (the “Ceded Reinsurance Contracts”), and (ii) each reinsurance contract pursuant to which the Company has assumed Liability under or with respect to any insurance or annuity policy or contract (such contracts, together with the Ceded Reinsurance Contracts, the “Company Reinsurance Contracts”). (b) As Each of the date of this Agreement, each Company Reinsurance Contract Contracts constitutes a valid and binding agreement obligation of the Reinsurance Subsidiary party thereto Company and, to the Knowledge of the CompanySeller, each other party thereto, enforceable against the Company and, to the Knowledge of Seller, each other party thereto in accordance with its terms (except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought) and is in full force and effect. Except as set forth in Section 3.16(b) of the Seller Disclosure Schedule, 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 has not received written notice of early termination of any such Company Reinsurance Contracts, and it is not (with or without the lapse of time or the giving of notice, or both) in Contract. There exists no material breach or event of default in with respect to any material respect thereunder andCompany Reinsurance Contract on the part of the Company or, to the Knowledge of the CompanySeller, no any other party thereto. (c) Except as set forth in Section 3.16(c) of the Seller Disclosure Schedule, there is no dispute pending with respect to any material amounts recoverable or payable by the Company pursuant to any Ceded Reinsurance Contract Contract. The Company is (with or without the lapse of time or the giving of notice, or both) entitled under SAP to take full credit in breach or default in any material respect thereunder, except its statutory financial statements for such noncompliance, breaches and defaults that, individually or in the aggregate, have not had and would not reasonably be expected to be material all amounts recoverable by it pursuant to the Company and Ceded Reinsurance Contracts. (d) To the Subsidiaries, taken as a whole. As of the date of this Agreement, none Knowledge of Seller, the Company and the Subsidiaries has received any notice of the intention of any Employers Reassurance Corporation is a party to terminate any Company Reinsurance Contract. Complete a capital maintenance agreement with General Electric Capital Corporation, pursuant to which General Electric Capital Corporation is required to maintain Employers Reassurance Corporation’s capital level at no less than 300% of its authorized control level risk based capital as determined in accordance with risk based capital factors and correct copies formulae prescribed by the National Association of each Company Reinsurance Contract, together with all written modifications and amendments thereto and any related security documents, have been made available Insurance Commissioners from time to Purchasertime.