Common use of SAP Statements Clause in Contracts

SAP Statements. Each Nationwide Mutual SAP Statement complied (and, as to SAP Statements filed after the date of this Agreement, will comply) in all material respects with all applicable Laws when so filed, and all material deficiencies with respect to any such Nationwide Mutual SAP Statement, of which Nationwide Mutual has Knowledge, have been cured or corrected. Each Nationwide Mutual SAP Statement (and the notes related thereto) referred to in Sections 6.1(d)(i), (d)(ii), and (d)(iv) was prepared (and, as to SAP Statements filed after the date of this Agreement, will be prepared) in accordance with SAP and presents (and, as to SAP Statements filed after the date of this Agreement, will present) fairly, in all material respects, the financial position of Nationwide Mutual as of the respective dates thereof and the related summaries of operations and changes in capital and surplus and cash flow of Nationwide Mutual for the respective periods covered thereby. To the Knowledge of Nationwide Mutual, each Nationwide Mutual SAP Statement (including the notes related thereto) referred to in Section 6.1(d)(iii) was prepared (or, in the case of similar SAP Statements filed after the date of this Agreement, will be prepared) in accordance with the statutory accounting practices required by the insurance Governmental Entity in the jurisdiction in which such statement was (or will be) filed. Nationwide Mutual has previously made available to the Harleysville Parties true and complete copies of the Nationwide Mutual SAP Statements. For purposes of this Agreement, the “Nationwide Mutual SAP Statements” include the following: (i) the Annual Statements for Nationwide Mutual as of and for the years ended December 31, 2008, 2009, and 2010; (ii) the Quarterly Statements for Nationwide Mutual as of and for the calendar quarters ended March 31, 2011, and June 30, 2011; (iii) any supplemental or separate statutory annual statements or quarterly statements for Nationwide Mutual for any of the periods ended December 31, 2008, 2009, and 2010, or March 31, 2011, or June 30, 2011, that are filed with any insurance Governmental Entity and that differ from the Annual Statements or the Quarterly Statements described in Section 6.1(d)(i) or (d)(ii) hereto; and (iv) the audited SAP balance sheets of Nationwide Mutual as of December 31, 2008, 2009, and 2010, and the related audited summary of operations and statements of change in capital and surplus and cash flow of Nationwide Mutual for each such year, together with the notes related thereto and the reports thereon of KPMG, LLP.

SAP Statements. Nationwide has previously made available -------------- to Allied true and complete copies of the following: (a) the Annual Statements for each Nationwide Insurer as of and for the years ended December 31, 1995, 1996 and 1997; (b) the Quarterly Statements for each Nationwide Insurer as of and for the calendar quarters ended March 31, 1998; (c) any supplemental or separate statutory annual statements or quarterly statements for each Nationwide Insurer for any of the periods ended December 31, 1995, 1996 or 1997 or March 31, 1998 that are filed with any insurance Governmental Entity and that differ from the Annual Statements or the Quarterly Statements described in Section 5.4(a) or (b) hereto; and (d) the audited SAP balance sheets of each Nationwide Insurer as of December 31, 1995, 1996 and 1997 and the related audited summary of operations and statements of change in capital and surplus and cash flow of such Nationwide Insurer for each such year, together with the notes related thereto and the reports thereon of KPMG Peat Marwick, LLP (collectively with the items described in Section 5.4(a), (b) and (c), the "Nationwide SAP Statements"). Each Nationwide Mutual SAP Statement complied (and, as to SAP Statements filed after the date of this Agreement, will comply) in all material respects with all applicable Laws when so filed, and all material deficiencies with respect to any such Nationwide Mutual SAP Statement, of which Nationwide Mutual has Knowledge, have been cured or corrected. Each Nationwide Mutual SAP Statement (and the notes related thereto) referred to in Sections 6.1(d)(iSection 5.4(a), (d)(iib), and (d)(ivd) hereof was prepared (and, as to SAP Statements filed after the date of this Agreement, will be prepared) in accordance with SAP and presents (and, as to SAP Statements filed after the date of this Agreement, will present) fairly, in all material respects, the financial position of the respective Nationwide Mutual Insurers as of the respective dates thereof and the related summaries of operations and changes in capital and surplus and cash flow of the respective Nationwide Mutual Insurers for the respective periods covered thereby. To the Knowledge of Nationwide MutualNationwide, each Nationwide Mutual SAP Statement (including the notes related thereto) referred to in Section 6.1(d)(iii5.4(c) hereof was prepared (or, in the case of similar SAP Statements filed after the date of this Agreement, will be prepared) in accordance with the statutory accounting practices required by the insurance Governmental Entity in the jurisdiction in which such statement was (or will be) filed. Nationwide Mutual has previously made available to the Harleysville Parties true and complete copies of the Nationwide Mutual SAP Statements. For purposes of this Agreement, the “Nationwide Mutual SAP Statements” include the following: (i) the Annual Statements for Nationwide Mutual as of and for the years ended December 31, 2008, 2009, and 2010; (ii) the Quarterly Statements for Nationwide Mutual as of and for the calendar quarters ended March 31, 2011, and June 30, 2011; (iii) any supplemental or separate statutory annual statements or quarterly statements for Nationwide Mutual for any of the periods ended December 31, 2008, 2009, and 2010, or March 31, 2011, or June 30, 2011, that are filed with any insurance Governmental Entity and that differ from the Annual Statements or the Quarterly Statements described in Section 6.1(d)(i) or (d)(ii) hereto; and (iv) the audited SAP balance sheets of Nationwide Mutual as of December 31, 2008, 2009, and 2010, and the related audited summary of operations and statements of change in capital and surplus and cash flow of Nationwide Mutual for each such year, together with the notes related thereto and the reports thereon of KPMG, LLP.

SAP Statements. Nationwide has previously made available to Allied true and complete copies of the following: (a) the Annual Statements for each Nationwide Insurer as of and for the years ended December 31, 1995, 1996 and 1997; (b) the Quarterly Statements for each Nationwide Insurer as of and for the calendar quarters ended March 31, 1998; (c) any supplemental or separate statutory annual statements or quarterly statements for each Nationwide Insurer for any of the periods ended December 31, 1995, 1996 or 1997 or March 31, 1998 that are filed with any insurance Governmental Entity and that differ from the Annual Statements or the Quarterly Statements described in Section 5.4(a) or (b) hereto; and (d) the audited SAP balance sheets of each Nationwide Insurer as of December 31, 1995, 1996 and 1997 and the related audited summary of operations and statements of change in capital and surplus and cash flow of such Nationwide Insurer for each such year, together with the notes related thereto and the reports thereon of KPMG Peat Marwick, LLP (collectively with the items described in Section 5.4(a), (b) and (c), the "Nationwide SAP Statements"). Each Nationwide Mutual SAP Statement complied (and, as to SAP Statements filed after the date of this Agreement, will comply) in all material respects with all applicable Laws when so filed, and all material deficiencies with respect to any such Nationwide Mutual SAP Statement, of which Nationwide Mutual has Knowledge, have been cured or corrected. Each Nationwide Mutual SAP Statement (and the notes related thereto) referred to in Sections 6.1(d)(iSection 5.4(a), (d)(iib), and (d)(ivd) hereof was prepared (and, as to SAP Statements filed after the date of this Agreement, will be prepared) in accordance with SAP and presents (and, as to SAP Statements filed after the date of this Agreement, will present) fairly, in all material respects, the financial position of the respective Nationwide Mutual Insurers as of the respective dates thereof and the related summaries of operations and changes in capital and surplus and cash flow of the respective Nationwide Mutual Insurers for the respective periods covered thereby. To the Knowledge of Nationwide MutualNationwide, each Nationwide Mutual SAP Statement (including the notes related thereto) referred to in Section 6.1(d)(iii5.4(c) hereof was prepared (or, in the case of similar SAP Statements filed after the date of this Agreement, will be prepared) in accordance with the statutory accounting practices required by the insurance Governmental Entity in the jurisdiction in which such statement was (or will be) filed. Nationwide Mutual has previously made available to the Harleysville Parties true and complete copies of the Nationwide Mutual SAP Statements. For purposes of this Agreement, the “Nationwide Mutual SAP Statements” include the following: (i) the Annual Statements for Nationwide Mutual as of and for the years ended December 31, 2008, 2009, and 2010; (ii) the Quarterly Statements for Nationwide Mutual as of and for the calendar quarters ended March 31, 2011, and June 30, 2011; (iii) any supplemental or separate statutory annual statements or quarterly statements for Nationwide Mutual for any of the periods ended December 31, 2008, 2009, and 2010, or March 31, 2011, or June 30, 2011, that are filed with any insurance Governmental Entity and that differ from the Annual Statements or the Quarterly Statements described in Section 6.1(d)(i) or (d)(ii) hereto; and (iv) the audited SAP balance sheets of Nationwide Mutual as of December 31, 2008, 2009, and 2010, and the related audited summary of operations and statements of change in capital and surplus and cash flow of Nationwide Mutual for each such year, together with the notes related thereto and the reports thereon of KPMG, LLP.

SAP Statements. Allied has previously made available -------------- to Nationwide true and complete copies of the following: (a) the Annual Statements for Allied as of and for the years ended December 31, 1995, 1996 and 1997; (b) the Quarterly Statement for Allied as of and for the calendar quarter ended March 31, 1998; (c) any supplemental or separate statutory annual statements or quarterly statements for Allied for any of the periods ended December 31, 1995, 1996 or 1997 or March 31, 1998 that are filed with any insurance Governmental Entity and that differ from the Annual Statements or the Quarterly Statements described in Section 4.5(a) or (b) hereto; and (d) the audited SAP balance sheets of Allied as of December 31, 1995, 1996 and 1997 and the related audited summary of operations and statements of change in capital and surplus and cash flows of Allied for each such years, together with the notes related thereto and the reports thereon of KPMG Peat Marwick, LLP (collectively with the items described in Section 4.5(a), (b) and (c), the "Allied SAP Statements"). Since December 31, 1997, Allied has filed all SAP Statements required to be filed with or submitted to the appropriate regulatory authorities, except for such filings or submissions, the failure to so file or submit is not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect. Each Nationwide Mutual Allied SAP Statement complied (and, as to SAP Statements filed after the date of this Agreement, will comply) in all material respects with all applicable Laws when so filed, and all material deficiencies with respect to any such Nationwide Mutual Allied SAP Statement, of which Nationwide Mutual Allied has Knowledge, have been cured or corrected. Each Nationwide Mutual Allied SAP Statement (and the notes related thereto) referred to in Sections 6.1(d)(iSection 4.5(a), (d)(iib), and (d)(ivd) hereof was prepared (and, as to SAP Statements filed after the date of this Agreement, will be prepared) in accordance with SAP and presents (and, as to SAP Statements filed after the date of this Agreement, will present) fairly, in all material respects, the financial position of Nationwide Mutual Allied as of the respective dates thereof and the related summaries of operations and changes in capital and surplus and cash flow flows of Nationwide Mutual Allied for the respective periods covered thereby. To the Knowledge of Nationwide MutualAllied, each Nationwide Mutual Allied SAP Statement (including the notes related thereto) referred to in Section 6.1(d)(iii4.5(c) hereof was prepared (or, in the case of similar SAP Statements filed after the date of this Agreement, will be prepared) in accordance with the statutory accounting practices required by the insurance Governmental Entity in the jurisdiction in which such statement was (or will be) filed. Nationwide Mutual has previously made available to the Harleysville Parties true and complete copies of the Nationwide Mutual SAP Statements. For purposes of this Agreement, the “Nationwide Mutual SAP Statements” include the following: (i) the Annual Statements for Nationwide Mutual as of and for the years ended December 31, 2008, 2009, and 2010; (ii) the Quarterly Statements for Nationwide Mutual as of and for the calendar quarters ended March 31, 2011, and June 30, 2011; (iii) any supplemental or separate statutory annual statements or quarterly statements for Nationwide Mutual for any of the periods ended December 31, 2008, 2009, and 2010, or March 31, 2011, or June 30, 2011, that are filed with any insurance Governmental Entity and that differ from the Annual Statements or the Quarterly Statements described in Section 6.1(d)(i) or (d)(ii) hereto; and (iv) the audited SAP balance sheets of Nationwide Mutual as of December 31, 2008, 2009, and 2010, and the related audited summary of operations and statements of change in capital and surplus and cash flow of Nationwide Mutual for each such year, together with the notes related thereto and the reports thereon of KPMG, LLP.

SAP Statements. Allied has previously delivered to -------------- Nationwide true and complete copies of the following: (a) the Annual Statements for each Allied Insurer as of and for the years ended December 31, 1995, 1996 and 1997; (b) the Quarterly Statements for each Allied Insurer as of and for the calendar quarter ended March 31, 1998; (c) any supplemental or separate statutory annual statements or quarterly statements for each Allied Insurer for any of the periods ended December 31, 1995, 1996 or 1997 or March 31, 1998, that are filed with any insurance Governmental Entity and that differ from the Annual Statements or the Quarterly Statements described in Section 4.6(a) or (b) hereto; and (d) the audited SAP balance sheets of each Allied Insurer as of December 31, 1995, 1996 and 1997 and the related audited summary of operations and statements of change in capital and surplus and cash flow of such Allied Insurer for each such years, together with the notes related thereto and the reports thereon of KPMG Peat Marwick, LLP (collectively with the items described in Section 4.6(a), (b) and (c), the "Allied SAP Statements"). Since December 31, 1997, each Allied Insurer has filed all SAP Statements required to be filed with or submitted to the appropriate regulatory authorities, except for such filings or submissions, the failure to so file or submit is not individually or in the aggregate, reasonably likely to have a Material Adverse Effect. Each Nationwide Mutual Allied SAP Statement complied (and, as to SAP Statements filed after the date of this Agreement, will comply) in all material respects with all applicable Laws when so filed, and all material deficiencies with respect to any such Nationwide Mutual Allied SAP Statement, of which Nationwide Mutual Allied has Knowledge, have been cured or corrected. Each Nationwide Mutual Allied SAP Statement (and the notes related thereto) referred to in Sections 6.1(d)(iSection 4.6(a), (d)(iib), and (d)(ivd) hereof was prepared (and, as to SAP Statements filed after the date of this Agreement, will be prepared) in accordance with SAP and presents (and, as to SAP Statements filed after the date of this Agreement, will present) fairly, in all material respects, fairly the financial position of Nationwide Mutual the respective Allied Insurers as of the respective dates thereof and the related summaries of operations and changes in capital and surplus and cash flow of Nationwide Mutual the respective Allied Insurers for the respective periods covered thereby. To the Knowledge of Nationwide MutualAllied, each Nationwide Mutual Allied SAP Statement (including the notes related thereto) referred to in Section 6.1(d)(iii4.6(c) hereof was prepared (or, in the case of similar SAP Statements filed after the date of this Agreement, will be prepared) in accordance with the statutory accounting practices required by the insurance Governmental Entity in the jurisdiction in which such statement was (or will be) filed. Nationwide Mutual has previously made available to the Harleysville Parties true and complete copies of the Nationwide Mutual SAP Statements. For purposes of this Agreement, the “Nationwide Mutual SAP Statements” include the following: (i) the Annual Statements for Nationwide Mutual as of and for the years ended December 31, 2008, 2009, and 2010; (ii) the Quarterly Statements for Nationwide Mutual as of and for the calendar quarters ended March 31, 2011, and June 30, 2011; (iii) any supplemental or separate statutory annual statements or quarterly statements for Nationwide Mutual for any of the periods ended December 31, 2008, 2009, and 2010, or March 31, 2011, or June 30, 2011, that are filed with any insurance Governmental Entity and that differ from the Annual Statements or the Quarterly Statements described in Section 6.1(d)(i) or (d)(ii) hereto; and (iv) the audited SAP balance sheets of Nationwide Mutual as of December 31, 2008, 2009, and 2010, and the related audited summary of operations and statements of change in capital and surplus and cash flow of Nationwide Mutual for each such year, together with the notes related thereto and the reports thereon of KPMG, LLP.