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.
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:
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 that:
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 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. The Reinsurer hereby agrees, represents and warrants the following as of the effective date hereof:
Representations and Warranties of the Reinsurer. 34 Section 16.05 Covenants of the Reinsurer 36 ARTICLE XVII MISCELLANEOUS 37 Section 17.01 Currency 37 Section 17.02 Interest 37 Section 17.03 Right of Setoff and Recoupment 37 Section 17.04 No Third-Party Beneficiaries 37 Section 17.05 Amendment 37 Section 17.06 Notices 37 Section 17.07 Consent to Jurisdiction 38 Section 17.08 Service of Process 39 Section 17.09 Inspection of Records 39 Section 17.10 Confidentiality 39 iii TABLE OF CONTENTS (continued) Page Section 17.11 Successors 40 Section 17.12 Entire Agreement 40 Section 17.13 Severability 41 Section 17.14 Construction 41 Section 17.15 Non-Waiver 41 Section 17.16 Further Assurances 41 Section 17.17 Governing Law 41 Section 17.18 Counterparts 41 iv FUNDS WITHHELD COINSURANCE AND MODIFIED COINSURANCE AGREEMENT (MYGA and FIA BUSINESS) This FUNDS WITHHELD COINSURANCE and MODIFIED COINSURANCE AGREEMENT (this “Agreement”), effective as of April [24], 2020 (the “Effective Date”), is made by and between American Life & Security Corp., an insurance company organized under the laws of the State of Nebraska (the “Ceding Company”), and CL Seneca (the “Reinsurer”), an incorporated cell of Seneca Reinsurance Company, LLC, a sponsored captive insurance company formed as a limited liability company under the Laws of the State of Vermont.
