Common use of Reinsurance or Retrocessions Clause in Contracts

Reinsurance or Retrocessions. Section 3.01(r) of the Company Disclosure Schedule contains a true and complete list of all reinsurance and retrocession treaties and agreements (“Reinsurance Agreements”) in force to which the Company or any of the Company Subsidiaries is either the ceding or assuming party involving future payments reasonably expected to be in excess of $1,000,000 in any fiscal year (“Material Reinsurance Agreements”), including (A) any terminated or expired Reinsurance Agreement under which there remains any outstanding liability, (B) the effective date of each such Material Reinsurance Agreement and (C) the termination date of any such Material Reinsurance Agreement that has a definite termination date. Neither the Company nor any of the Company Subsidiaries, nor, to the Company’s Knowledge, any other party thereto, is in default or breach in any material respect as to any provision of any Material Reinsurance Agreement or has failed to meet the underwriting standards for any business reinsured thereunder. Except as set forth in Section 3.01(r) of the Company Disclosure Schedule, (i) to the Knowledge of the Company, no such reinsurer is insolvent or the subject of a rehabilitation, liquidation, conservatorship, receivership, bankruptcy or similar proceeding; (ii) to the Knowledge of the Company, the financial condition of any such reinsurers is not impaired to the extent that a default thereunder is reasonably anticipated by the Company, (iii) no written notice of intended cancellation has been received by the Company or any of the Company Subsidiaries from any of such reinsurers and (iv) the Company and each of the Company Subsidiaries is entitled under applicable Law to take full credit in its Company Statutory Filings for all material amounts reflected in the Company Statutory Filings as being recoverable by it pursuant to any Reinsurance Agreement, and all such amounts have been properly recorded in its books and records of account and are properly reflected in its Company Statutory Filings. All Material Reinsurance Agreements to which the Company or any of the Company Subsidiaries is a party are valid, binding and in full force and effect in accordance with their terms and conform in all material respects to all applicable Laws. There are no separate written or oral agreements between the applicable Company Subsidiary and the reinsurer under any Material Reinsurance Agreement that would reduce, limit, mitigate or otherwise affect any actual or potential loss to the parties under any Material Reinsurance Agreement, other than inuring contracts that are explicitly defined in any such Material Reinsurance.

Reinsurance or Retrocessions. Section 3.01(r) of the Company Disclosure Schedule 5.28 contains a true and complete list of all reinsurance and retrocession treaties and agreements (“Reinsurance Agreements”) in force to which the Company or any of the Company its Subsidiaries is either the ceding or assuming party involving future payments reasonably expected to be in excess of $1,000,000 in any fiscal year (“Material Reinsurance Agreements”)a party, including (Aa) any terminated or expired Reinsurance Agreement under which there remains any outstanding liability, (Bb) the effective date of each such Material Reinsurance Agreement and (Cc) the termination date of any such Material Reinsurance Agreement that has a definite termination date. Neither the Company nor any of the Company Subsidiaries, nor, to the Company’s Knowledge, any other party thereto, its Subsidiaries is in default or breach in any material respect as to any provision of any Material Reinsurance Agreement or has failed to meet the underwriting standards for any business reinsured thereunder. Except as set forth in Section 3.01(r) of the Company Disclosure ScheduleSchedule 5.28, (i) to the Knowledge of the Company, no such reinsurer is insolvent or the subject of a rehabilitation, liquidation, conservatorship, receivership, bankruptcy or similar proceeding; (ii) to the Knowledge of the Company, the financial condition of any such reinsurers is not impaired to the extent that a default thereunder is reasonably anticipated by the Company, (iii) no written notice of intended cancellation has been received by the Company or any of the Company its Subsidiaries from any of such reinsurers and (iv) the Company and each of the Company its Subsidiaries is entitled under applicable Law to take full credit in its Company Statutory Filings Statements for all material amounts reflected in the Company Statutory Filings Statements as being recoverable by it pursuant to any Reinsurance Agreement, and all such amounts have been properly recorded in its books and records of account and are properly reflected in its Statutory Statements. No Reinsurance Agreement to which the Company Statutory Filingsor any of its Subsidiaries is a party contains any provision providing that any party thereto may terminate, cancel, or commute the same by reason of the transactions contemplated by this Agreement. All Material Reinsurance Agreements to which the Company or any of the Company its Subsidiaries is a party are valid, binding and in full force and effect in accordance with their terms and conform in all material respects to all applicable Laws. There are no separate written or oral agreements between the applicable Company Subsidiary and the reinsurer under any Material Reinsurance Agreement that would reduce, limit, mitigate or otherwise affect any actual or potential loss to the parties under any Material Reinsurance Agreement, other than inuring contracts that are explicitly defined in any such Material Reinsurance.

Reinsurance or Retrocessions. (a) Section 3.01(r3.19(a) of the Company Disclosure Schedule contains a true and complete list of all reinsurance reinsurance, coinsurance and retrocession treaties and agreements and other similar Contracts, and all trust agreements and other security agreements related thereto (“Reinsurance Agreements”) ), in force to which the any Group Company or any of the Company Subsidiaries is either the ceding or assuming party as of the date hereof, including any Reinsurance Agreements with Dealer or other Distributor-affiliated reinsurance companies, involving future payments reasonably expected to be in excess of $1,000,000 10,000,000 in any fiscal year or as to which any Insurance Subsidiary recorded ceded reserves of $15,000,000 or more in its Company Statutory Filings as of December 31, 2020 (“Material Reinsurance Agreements”), including (A) any terminated or expired Reinsurance Agreement under which there remains any outstanding liability, (B) the effective date of each such Material Reinsurance Agreement and (C) the termination date of any such Material Reinsurance Agreement that has a definite termination date. Neither the Company nor any of the Company SubsidiariesNo Group Company, nor, or to the Company’s Knowledge, any other party thereto, is in default or breach in any material respect as to any provision of any Material Reinsurance Agreement. No Material Reinsurance Agreement contains any provision that by its own terms would result in a modification in the operation of such Reinsurance Agreement by reason of the Transactions. Each Insurance Subsidiary has appropriately taken credit in its Company Statutory Filings pursuant to Insurance Laws for all insurance or has failed reinsurance ceded or retroceded by it pursuant to meet any Material Reinsurance Agreement under which the underwriting standards for any business reinsured thereunderInsurance Subsidiaries are the cedent or retrocedent, and all such amounts have been properly recorded in the Company’s books and records. Each Material Reinsurance Agreement to which an Insurance Subsidiary is a party and is in effect as of the date hereof is a valid and binding obligation of the applicable Insurance Subsidiary and enforceable against such Insurance Subsidiary and, to the Company’s Knowledge, enforceable against each other party thereto against each party thereto and is in full force and effect, except, in each case, as enforcement may be limited by Bankruptcy and Equity Exceptions. Except as set forth in on Section 3.01(r3.14(a)(vi) of the Company Disclosure Schedule, since January 1, 2019, no Group Company has received (i) any written notice of any actual, alleged, possible or potential material violation or material breach of, default under, or failure to comply in any material respect with, any term or requirement of any Material Reinsurance Agreement or (ii) any notice of the intention of any party to cancel, terminate, modify, or fail to renew any Material Reinsurance Agreement and no termination of any Material Reinsurance Agreement has been threatened in writing. No party to any Material Reinsurance Agreement has asserted nor has any right to offset, defense, counterclaim, discount, withhold, setoff or otherwise xxxxx any amount owing under any such Material Reinsurance Agreement, except as expressly set forth in such Material Reinsurance Agreement. Since January 1, 2021, there have been no significant unresolved disputes with respect to any Material Reinsurance Agreement. No Insurance Subsidiary nor, to the Knowledge Company’s Knowledge, any other party to any Material Reinsurance Agreement is in material breach or violation of, or material default under, any Reinsurance Agreement. (b) Except as set forth in Section 3.19)b) of the Company Disclosure Schedule, to the Company’s Knowledge, no such reinsurer under any Reinsurance Agreement is insolvent or the subject of a rehabilitation, liquidation, conservatorship, receivership, bankruptcy or similar proceeding; (ii) , except as is not, and would not reasonably be expected to the Knowledge of the Companybe, the financial condition of any such reinsurers is not impaired material to the extent that a default thereunder is reasonably anticipated by the Company, (iii) no written notice of intended cancellation has been received by the Company or any of the Company Subsidiaries from any of such reinsurers and (iv) the Company and each of the Company Subsidiaries is entitled under applicable Law to take full credit in its Company Statutory Filings for all material amounts reflected in the Company Statutory Filings Subsidiaries, taken as being recoverable by it pursuant to any Reinsurance Agreement, and all such amounts have been properly recorded in its books and records of account and are properly reflected in its Company Statutory Filings. All Material Reinsurance Agreements to which the Company or any of the Company Subsidiaries is a party are valid, binding and in full force and effect in accordance with their terms and conform in all material respects to all applicable Laws. whole. (c) There are no separate written or oral agreements between the applicable Company Insurance Subsidiary and the reinsurer under any Material Reinsurance Agreement that would reduce, limit, mitigate or otherwise affect any actual or potential loss to the parties under any Material Reinsurance Agreement, other than inuring contracts that are explicitly defined in any such Material Reinsurance.