Representations and Warranties of the Reinsurer Sample Clauses

Representations and Warranties of the Reinsurer. The Reinsurer hereby represents and warrants to the Ceding Company, as of the Effective Date, as follows:

Representations and Warranties of the Reinsurer. The Reinsurer hereby represents and warrants to the Company that:

Representations and Warranties of the Reinsurer. 1. The REINSURER is duly organized, validly existing and in good standing as a licensed insurance company under the laws of the state of Oklahoma, and has all necessary corporate power and authority to entitle it to use its name, to own, lease or otherwise hold its properties and assets, to carry on its business as currently conducted, and to perform its obligations. 2. The execution, delivery and performance of this Agreement by the REINSURER will not (i) violate or conflict with any provision of its Certificate of Incorporation or by-laws; (ii) violate or result in any breach of or constitute a default under, or give rise to a right of modification, termination or cancellation of, or accelerate the performance required by the terms of, as the case may be, any contract, lease, license, mortgage, note, or any agreement to which the REINSURER is bound; or (iii) violate or conflict with any law, regulation, code, judgment, order, writ, injunction or decree of any court, governmental body, or administrative agency by which the REINSURER may be bound. 3. The REINSURER has full corporate power and authority to execute, deliver and perform its obligations under this Agreement, and has taken all necessary corporate and other action to authorize the ceding of the Policies under the terms of this Agreement. 4. This Agreement has been duly executed and delivered by the REINSURER and constitutes the valid and legally binding obligation of the REINSURER, enforceable in accordance with its terms.

Representations and Warranties of the Reinsurer. The Reinsurer hereby represents and warrants to the Company as follows: The Reinsurer is a mutual life insurance company organized and existing under the laws, including the insurance laws, of the State of New York and is in good standing under these laws. The Reinsurer further represents and warrants that it is duly licensed and admitted as an insurer under the laws of those jurisdictions in which the HMO Plans reinsured hereunder have been issued and is authorized under the laws and regulations of said jurisdictions to act as a reinsurer in those jurisdictions. In addition, the Reinsurer covenants that, so long as this Agreement is in effect, the Reinsurer shall take all actions reasonably necessary to remain duly licensed under the laws of those jurisdictions wherein the HMO Plans have been issued. The Reinsurer shall notify the Company immediately in the event that any license shall be revoked or suspended in any jurisdiction hereunder. The Reinsurer has full corporate power and authority to execute and deliver this Agreement and the other agreements and documents contemplated hereby and to carry out all of its obligations hereunder. The execution and delivery by the Reinsurer of this Agreement and the other agreements and documents contemplated hereby, the consummation by the Reinsurer of the transactions as herein contemplated and the carrying out by the Reinsurer of its obligations contemplated hereby have been duly and validly authorized by all necessary corporate action.

Representations and Warranties of the Reinsurer. The Reinsurer represents and warrants that:

Representations and Warranties of the Reinsurer. The Reinsurer represents and warrants to the Company (which has relied upon these representations in entering into this Agreement) that as of the Effective Date:

Representations and Warranties of the Reinsurer. The Reinsurer represents and warrants to the Ceding Company as of the date hereof and, unless otherwise specified in any representation or warranty below, shall be deemed to have represented and warranted as of the Effective Date, as follows: (a) Arrow is a corporation duly organized, validly existing and in good standing (to the extent legally applicable) under the laws of Bermuda and has the requisite corporate power and authority to perform its obligations under this Agreement. The Segregated Account has been established pursuant to the Private Act and this Agreement. (b) This Agreement has been duly authorized, executed and delivered by it and, assuming the due authorization, execution and delivery of this Agreement by the Ceding Company, constitutes a legal, valid and binding obligation of the Reinsurer, enforceable against the Reinsurer in accordance with its terms. (c) The execution and delivery of this Agreement do not, and the performance by the Reinsurer of its obligation hereunder will not conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination or cancellation under, any provision of (i) the articles or certificate of incorporation and bye-laws or comparable organizational documents of Arrow or the Reinsurer, (ii) any contract, permit, order, judgment or decree to which Arrow or the Reinsurer is a party, (iii) any order of any Governmental Entity or (iv) any applicable law, except for such violations or defaults which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the Reinsurer's ability to satisfy its obligations hereunder.

Representations and Warranties of the Reinsurer. The Reinsurer hereby represents and warrants to the Cedant, as of the Effective Time and as of the Closing Date, as follows:

Representations and Warranties of the Reinsurer. As of the Contract Effective Date, the Reinsurer hereby represents and warrants to the Reinsured that: (a) it is a captive insurance company duly organized, validly existing and in good standing under the laws of its domiciliary state and has all requisite corporate power and authority to carry out the operations of its business as they are now being conducted; (b) it has all requisite corporate power and authority to enter into this Reinsurance Agreement and to perform its obligations hereunder; its execution, delivery and performance of this Reinsurance Agreement has been duly authorized by all necessary limited liability company or corporate action, as applicable; its execution, delivery and performance of this Reinsurance Agreement and the consummation of the transactions contemplated hereby will not (i) violate any provision of its charter, operating agreement, bylaws or similar organizational documents, (ii) violate any law, regulation, rule, decree, order, judgment or contractual restriction binding on it or its assets or (iii) conflict with or result in a breach or default under (with or without notice or lapse of time) or right of accelerations, amendment or termination under, or result in the creation of any lien on its properties or assets under, any contract or agreement to which it is a party or by which its property or assets is bound; (c) it has all licenses, certificates of authority or similar certificates necessary to conduct its business as currently conducted; all such licenses and certificates are valid and in full force and effect; and it is not subject to any pending or, to its knowledge, threatened action that would result in the suspension, termination, modification or impairment of any such license or certificate; (d) all consents or approvals required from any Governmental Authority or third party necessary for the due execution, delivery and performance by it of this Reinsurance Agreement have been obtained or made; and (e) it is Solvent as of immediately prior to the execution, delivery and performance of this Reinsurance Agreement, and will be Solvent as of and immediately after the consummation of the transactions contemplated hereby.

Representations and Warranties of the Reinsurer. The Reinsurer hereby represents and warrants to the Company that: (I) The Reinsurer's authority to conduct an insurance business is in good standing in all jurisdictions identified on Schedule F for the lines of business identified therein and that it has not been placed in, nor does it have any reason to believe that it is about to be placed in supervision, rehabilitation, receivership, suspension or liquidation by any insurance department. (II) The Reinsurer (1) is a corporation duly organized, validly existing and in good standing under the laws of the State of North Carolina, (2) has all necessary corporate power and authority to entitle it to use its name, to own, lease or otherwise hold its properties and assets, to carry on its business as currently conducted, to perform its obligations, and (3) is in compliance with all Requirements of Law, except to the extent that the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect. (III) The Reinsurer has full corporate power and authority to execute, deliver and perform its obligations under this Agreement, and has taken all necessary corporate and other action to authorize the reinsurance of the Policies under the terms of this Agreement. Except as shall have been obtained and set forth on Schedule G, no consent or approval of any Person, no waiver of any right of distraint or other similar right, and no consent, license, approval, authorization or declaration of, filing with or other act by or in respect of any Governmental Authority, was, is or will be required in connection with the fulfillment of the Reinsurer's obligations under this Agreement. (IV) This Agreement has been duly executed and delivered by the Reinsurer and constitutes the valid and legally binding obligation of the Reinsurer, enforceable in accordance with its terms. (V) There are no material misrepresentations or omissions contained in the information provided to the Company prior to the date of this Agreement.