REPRESENTATIONS AND WARRANTIES OF ALLEGHANY AND MERGER SUB. Except as (x) disclosed in the Alleghany SEC Documents filed with or furnished to the U.S. Securities and Exchange Commission (the “SEC”) at least one (1) Business Day prior to the date of this Agreement (excluding disclosure contained in the “risk factors” section or constituting “forward-looking statements,” in each case, to the extent such disclosure is cautionary, predictive or speculative in nature) or (y) set forth in the disclosure letter delivered by Alleghany to Transatlantic on or prior to the date of this Agreement (the “Alleghany Disclosure Schedule”), Alleghany and Merger Sub, jointly and severally, represent and warrant to Transatlantic as set forth in this Article III. For purposes of the representations and warranties of Alleghany and Merger Sub contained herein, disclosure in any section of the Alleghany Disclosure Schedule of any facts or circumstances shall be deemed to be disclosure of such facts or circumstances with respect to all representations or warranties by Alleghany to which the relevance of such disclosure to the applicable representation and warranty is reasonably apparent on the face thereof. The inclusion of any information in the Alleghany Disclosure Schedule or other document delivered by Alleghany pursuant to this Agreement shall not be deemed to be an admission or evidence of the materiality of such item, nor shall it establish a standard of materiality for any purpose whatsoever.
REPRESENTATIONS AND WARRANTIES OF ALLEGHANY AND MERGER SUB. 9 3.1 Corporate Organization 9 3.2 Capitalization 10 3.3 Corporate Authorization 11 3.4 Governmental Authorization 12 3.5 Non-Contravention 12 3.6 Alleghany SEC Filings, Etc. 12 3.7 Alleghany Financial Statements 13 3.8 Form S-4 13 3.9 Absence of Certain Changes or Events 14 3.10 No Undisclosed Material Liabilities 14 3.11 Compliance with Laws 14 3.12 Litigation 14 3.13 Title to Properties; Absence of Liens 14 3.14 Opinion of Financial Advisor 15 3.15 Taxes 15 3.16 Employee Benefit Plans 16 3.17 Employees, Labor Matters 17 3.18 Environmental Matters 17 3.19 Intellectual Property 17 3.20 Alleghany Material Contracts 18 3.21 Brokers’ and Finders’ Fees 18 3.22 Takeover Laws 18 3.23 Affiliate Transactions 18 3.24 Insurance Subsidiaries 18 3.25 Statutory Statements; Examinations 18 3.26 Agreements with Regulators 19 3.27 Rating Agency 19 3.28 Reserves 19 3.29 Risk-Based Capital 20 3.30 Alleghany Insurance Business 20 3.31 Other Alleghany Insurance Business 20 3.32 Financing 20 3.33 No Other Representations and Warranties; Disclaimer 20 Page
REPRESENTATIONS AND WARRANTIES OF ALLEGHANY AND MERGER SUB. 14 3.1 Corporate Organization 15 3.2 Capitalization 16 3.3 Corporate Authorization 18 3.4 Governmental Authorization 19 3.5 Non-Contravention 19 3.6 Alleghany SEC Filings, Etc. 20 3.7 Alleghany Financial Statements 22 3.8 Form S-4 22 3.9 Absence of Certain Changes or Events 22 3.10 No Undisclosed Material Liabilities 22 3.11 Compliance with Laws 23 3.12 Litigation 23 3.13 Title to Properties; Absence of Liens 24 3.14 Opinion of Financial Advisor 24 3.15 Taxes 24 3.16 Employee Benefit Plans 26 3.17 Employees, Labor Matters 28 3.18 Environmental Matters 28 3.19 Intellectual Property 29 3.20 Alleghany Material Contracts 29 3.21 Brokers’ and Finders’ Fees 30 3.22 Takeover Laws 30 3.23 Affiliate Transactions 30 3.24 Insurance Subsidiaries 30 3.25 Statutory Statements; Examinations 31 3.26 Agreements with Regulators 32 3.27 Rating Agency 32 3.28 Reserves 32 3.29 Risk-Based Capital 33 3.30 Alleghany Insurance Business 33 3.31 Other Alleghany Insurance Business 34 3.32 Financing 34 3.33 No Other Representations and Warranties; Disclaimer 34 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF TRANSATLANTIC 35 4.1 Corporate Organization. 35 4.2 Capitalization 36 4.3 Corporate Authorization 38 4.4 Governmental Authorization 38 4.5 Non-Contravention 39 4.6 Transatlantic SEC Filings, Etc. 39 4.7 Transatlantic Financial Statements 41 4.8 Form S-4 41 4.9 Absence of Certain Changes or Events 42 4.10 No Undisclosed Material Liabilities 42 4.11 Compliance with Laws 42 4.12 Litigation 43 4.13 Title to Properties; Absence of Liens 43 4.14 Opinion of Financial Advisor 44 4.15 Taxes 44 4.16 Employee Benefit Plans 45 4.17 Employees, Labor Matters 48 4.18 Environmental Matters 48 4.19 Intellectual Property 48 4.20 Transatlantic Material Contracts 49 4.21 Brokers’ and Finders’ Fees 50 4.22 Takeover Laws 50 4.23 Affiliate Transactions 50 4.24 Insurance Subsidiaries 50 4.25 Statutory Statements; Examinations 50 4.26 Agreements with Regulators 52 4.27 Reinsurance and Retrocession 52 4.28 Rating Agency 53 4.29 Reserves 53 4.30 Risk-Based Capital 54 4.31 Transatlantic Insurance Business 54 4.32 Other Transatlantic Insurance Business 55 4.33 Rights Agreement 55 4.34 No Other Representations and Warranties; Disclaimer 55
