Reinsurance Transactions Sample Clauses

Reinsurance Transactions. During the period from the date of this Agreement through the Closing Date, Seller shall, and shall cause the Company to, provide to Purchaser, Life Reinsurer and their respective Affiliates and Representatives such reasonable cooperation as is reasonably requested by Purchaser and such Affiliates and is necessary, proper or advisable in connection with the Reinsurance Transactions, including (1) taking such reasonable corporate actions requested by Purchaser or Life Reinsurer to permit the consummation of the Reinsurance Transactions; and (2) taking such other reasonable actions reasonably requested by Purchaser or Life Reinsurer to effect the foregoing and (3) subject to Section 5.5(d), taking all action necessary to obtain any approvals or authorizations of, and making any filings and registrations with, and notifications to, all Governmental Authorities required in connection with the Reinsurance Transactions; provided, that Seller shall not be required to compensate any Third Party, commence or participate in litigation or offer or grant any accommodation (financial or otherwise) to any Third Party to effect the foregoing.
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Reinsurance Transactions. Schedule 3.31(a) lists each reinsurance agreement or arrangement pursuant to which the Company reinsures business (collectively, the "Reinsured Business") written by another company. Schedule 3.31(b) lists each reinsurance agreement or arrangement pursuant to which the Company cedes business written by the Company to any reinsurer (the "Ceded Business"). The Company is not a party to any reinsurance agreement or fronting arrangement not listed on Schedule 3.31(a) or 3.31(b). The Sellers have provided to Purchaser all reinsurance or fronting agreements relating to the Reinsured Business and the Ceded Business and all schedules, reconciliations and other records relating to the Reinsured Business and the Ceded Business, including, but not limited to, all information documenting the type of Reinsured Business and the Ceded Business, character of premiums, cash flow losses and underwriting results. Neither the Company nor any party to any reinsurance agreement listed on Schedule 3.31(a) or 3.31(b) is in default or violation of such reinsurance agreement. Schedule 3.31(c) lists each reinsurance agreement that will be terminated by the Company without cost or penalty on or before the Closing Date. Schedule 3.31(d) lists each new or surviving reinsurance agreement to be effective on and after the Closing Date.
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Reinsurance Transactions. The Company will not, and will not permit any of its Subsidiaries to, on or after the Amendment No. 6 Effective Date, enter into any Reinsurance Transaction, except for (a) Reinsurance Transactions that are entered into in the ordinary course of an Insurance Company's business and that are limited to and consist only of the ceding of risks that are in excess of such Insurance Company's retention limits and (b) the Reinsurance Transactions contemplated by the Original PennUnion Purchase Contract.
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Reinsurance Transactions. The Company will not, and will not permit any of its Subsidiaries to enter into any Reinsurance Transaction, except for (a) Reinsurance Transactions that are entered into in the ordinary course of an Insurance Company's business and that are limited to and consist only of the ceding of risks that are in excess of such Insurance Company's retention limits and (b) the Reinsurance Transactions contemplated by the Swiss Re Sale Contract or the Waco Sale Contract.
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Reinsurance Transactions 
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Related to Reinsurance Transactions

  • Closing Transactions On the terms and subject to the conditions set forth in this Agreement, the following transactions shall occur in the order set forth in this Section 2.1:

  • Adverse Transactions Enter into any transaction which materially and adversely affects the Collateral or its ability to repay the Obligations in full as and when due;

  • Insider Transactions There are no outstanding loans, advances (except normal advances for business expenses in the ordinary course of business) or guarantees of indebtedness by the Company or any of its subsidiaries to or for the benefit of any of the officers or directors of the Company, any of its subsidiaries or any of their respective family members, except as disclosed in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. All transactions by the Company with office holders or control persons of the Company have been duly approved by the board of directors of the Company, or duly appointed committees or officers thereof, if and to the extent required under applicable law.

  • Fund Transactions The Advisor is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Fund. With respect to brokerage selection, the Advisor shall seek to obtain the best overall execution for fund transactions, which is a combination of price, quality of execution and other factors. The Advisor may, in its discretion, purchase and sell portfolio securities from and to brokers and dealers who provide the Advisor with brokerage, research, analysis, advice and similar services, and the Advisor may pay to these brokers and dealers, in return for such services, a higher commission or spread than may be charged by other brokers and dealers, provided that the Advisor determines in good faith that such commission is reasonable in terms either of that particular transaction or of the overall responsibility of the Advisor to the Fund and its other clients and that the total commission paid by the Fund will be reasonable in relation to the benefits to the Fund and its other clients over the long-term. The Advisor will promptly communicate to the officers and the trustees of the Trust such information relating to portfolio transactions as they may reasonably request.

  • Real estate transactions You must sign the certification. You may cross out item 2 of the certification.

  • Agency Cross Transactions From time to time, the Advisor or brokers or dealers affiliated with it may find themselves in a position to buy for certain of their brokerage clients (each an "Account") securities which the Advisor's investment advisory clients wish to sell, and to sell for certain of their brokerage clients securities which advisory clients wish to buy. Where one of the parties is an advisory client, the Advisor or the affiliated broker or dealer cannot participate in this type of transaction (known as a cross transaction) on behalf of an advisory client and retain commissions from one or both parties to the transaction without the advisory client's consent. This is because in a situation where the Advisor is making the investment decision (as opposed to a brokerage client who makes his own investment decisions), and the Advisor or an affiliate is receiving commissions from both sides of the transaction, there is a potential conflicting division of loyalties and responsibilities on the Advisor's part regarding the advisory client. The Securities and Exchange Commission has adopted a rule under the Investment Advisers Act of 1940, as amended, which permits the Advisor or its affiliates to participate on behalf of an Account in agency cross transactions if the advisory client has given written consent in advance. By execution of this Agreement, the Trust authorizes the Advisor or its affiliates to participate in agency cross transactions involving an Account. The Trust may revoke its consent at any time by written notice to the Advisor.

  • Acquisition Transactions The Company shall provide the holder of this Warrant with at least twenty (20) days’ written notice prior to closing thereof of the terms and conditions of any of the following transactions (to the extent the Company has notice thereof): (i) the sale, lease, exchange, conveyance or other disposition of all or substantially all of the Company’s property or business, or (ii) its merger into or consolidation with any other corporation (other than a wholly-owned subsidiary of the Company), or any transaction (including a merger or other reorganization) or series of related transactions, in which more than 50% of the voting power of the Company is disposed of.

  • Transactions at Closing At the Closing, subject to the terms and conditions hereof:

  • Restructuring Transactions On the Effective Date, the Debtor, Newco, GP, Finance Co and Merger Co shall enter into the Consensual Transaction described in Section 3 of the Implementation Plan attached to the Transaction Support Agreement as Exhibit B. On the later of the Effective Date and the Merger Date, the Debtor and Merger Co will enter into a merger agreement under which the Debtor will merge with Merger Co, and following the merger, the Debtor will be the surviving and successor entity. The actions to implement this Plan and the Implementation Plan may include, in accordance with the consent rights in the Transaction Support Agreement: (a) the execution and delivery of appropriate agreements or other documents of merger, amalgamation, consolidation, restructuring, conversion, disposition, transfer, arrangement, continuance, dissolution, sale, purchase, or liquidation containing terms that are consistent with the terms of the Plan and the Transaction Support Agreement and that satisfy the applicable requirements of applicable law and any other terms to which the applicable Entities may agree; (b) the execution and delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property, right, liability, debt, or obligation on terms consistent with the terms of the Plan and the Transaction Support Agreement and having other terms for which the applicable parties agree; (c) the filing of appropriate certificates or articles of incorporation, reincorporation, merger, consolidation, conversion, amalgamation, arrangement, continuance, or dissolution pursuant to applicable state or provincial law; (d) the execution and delivery of contracts or agreements, including, without limitation, transition services agreements, employment agreements, or such other agreements as may be deemed reasonably necessary to effectuate the Plan in accordance with the Transaction Support Agreement; and (e) all other actions that the applicable Entities determine to be necessary, including making filings or recordings that may be required by applicable law in connection with the Plan.

  • Contemplated Transactions “Contemplated Transactions” shall mean the Merger and the other transactions contemplated by the Agreement.

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