Reinsurer Representations Sample Clauses
The Reinsurer Representations clause sets out the specific assurances and statements made by the reinsurer regarding its authority, financial stability, and legal compliance at the time of entering into the reinsurance agreement. Typically, this clause requires the reinsurer to confirm that it is properly licensed, solvent, and has the power to enter into the contract, and may also include representations about its adherence to relevant laws and regulations. By establishing these representations, the clause provides the cedent with confidence in the reinsurer’s ability to fulfill its obligations, thereby reducing the risk of disputes or contract invalidity due to misrepresentation.
Reinsurer Representations. Reinsurer represents the following to the Ceding Company:
(i) Reinsurer is a corporation validly existing and in good standing under the laws of Bermuda, and is authorized to write life reinsurance business.
(ii) The execution, delivery and performance by Reinsurer are within Reinsurer’s corporate powers, have been duly authorized by all necessary corporate action, do not require any approval of its shareholders other than as already obtained and do not contravene Reinsurer’s organizational documents or any law or any material contractual restriction binding on or affecting Reinsurer.
(iii) No authorization or approval or other action by, and no notice to or filing with (other than those notices already given or filings already made), any governmental authority or regulatory body is required for the due execution, delivery and performance by Reinsurer of this Agreement.
(iv) This Agreement is a legal, valid and binding agreement enforceable against Reinsurer in accordance with Reinsurer’s terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).
(v) There are no actions, suits or proceedings pending against, or to Reinsurer’s knowledge, threatened against Reinsurer by or before any court, governmental agency or arbitrator that involve this Agreement or that are reasonably likely, either individually or in the aggregate, to have a material adverse effect upon Reinsurer’s ability to perform Reinsurer’s obligations under this Agreement.
(vi) Reinsurer is a United States taxpayer.
(vii) Reinsurer will have good and marketable title, free and clear of all liens, to all Qualifying Assets immediately prior to the deposit thereof in the Reserve Credit Trust Account at any time during the term of this Agreement.
(viii) Reinsurer has entered into this transaction for an appropriate business purpose.
(ix) Reinsurer is not entering into this transaction with a view to, or the intention of, fraudulently or misleadingly distorting the financial position or results of operations of Reinsurer as disclosed to the public.
(x) The accounting for this transaction by Reinsurer will be in accordance with appropriate jurisdictional statutory accounting principles, including disclosure requirements.
(xi) Reinsurer is sophisticated, has relied on its own...