Common use of Significant Agreements Clause in Contracts

Significant Agreements. (a) Schedule 3.12(a) of the Disclosure Schedule lists all contracts, agreements and commitments between the Company or any of its Subsidiaries, on the one hand, and on the other hand Dow or any of its affiliates (other than the Company and its Subsidiaries) that will survive the consummation of the Merger, excluding contracts, agreements and commitments which collectively are immaterial to the Company and except for this Agreement and the other agreements entered into in connection with this Agreement (the "Dow Agreements"). The Company has heretofore made available to Parent complete and correct copies of the Dow Agreements and the contracts or agreements of the Company included as exhibits to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1995, as amended by the Company's Form 10-K/A (the Dow Agreements and such other agreements and contracts being referred to herein as the "Significant Agreements"). (b) Except as set forth in Schedule 3.12(b) of the Disclosure Schedule, to the knowledge of the Company each of the Significant Agreements is in full force and effect and enforceable in accordance with its terms; neither the Company nor any of its Subsidiaries has received written notice of cancellation or termination of any Significant Agreement; and there exists no event of default or occurrence, condition or act on the part of the Company or any of its Subsidiaries or, to the knowledge of the Company, on the part of the other parties to the Significant Agreements which constitutes or would constitute (with notice or lapse of time or both) a breach of or default under any of the Significant Agreements; except where the failure to be in full force and effect would not have, and such breaches and defaults as would not result in, a Material Adverse Effect. (c) Except as disclosed on Schedules 3.4(a) and Schedule 3.12(c) of the Disclosure Schedule, no consents from any third parties under any Significant Agreements are required in connection with the consummation of the Merger, except for such consents, which if not received, would not result in a Material Adverse Effect or prevent the consummation of the Merger. (d) Other than the Significant Agreements, and any contract, agreement or commitment previously provided or made available to Parent or Purchaser, there are no contracts or agreements, the performance of which would result in a Material Adverse Effect.

Significant Agreements. (a) Schedule 3.12(a) 4.15 sets forth a ---------------------- complete and correct list of all written and, to the Disclosure Schedule lists all Company's knowledge, oral contracts, agreements and commitments between to which the Company or any of its Subsidiaries, on the one hand, and on the other hand Dow or any of its affiliates (other than the Company and its Subsidiaries) that will survive the consummation of the Merger, excluding contracts, agreements and commitments subsidiaries is a party which collectively are immaterial to the Company and except for this Agreement and the other agreements entered into in connection with this Agreement (the "Dow Agreements"). The Company has heretofore made available to Parent complete and correct copies of the Dow Agreements and the contracts or agreements of the Company included would be listed as exhibits an exhibit to the Company's Annual Report on Form 10-K for if filed on the fiscal year ended December 31, 1995, as amended by the Company's Form 10-K/A date of this Agreement (the Dow Agreements and such other agreements and contracts being referred to herein as the "Significant Agreements"). . The Company has heretofore furnished or made ----------------------- available to Parent complete and correct copies of the Significant Agreements, each as amended or modified to the date hereof (b) including any waivers with respect thereto). Except as set forth in on Schedule 3.12(b) of the Disclosure Schedule4.4 or Schedule 4.15, to the knowledge of the Company each of the Significant Agreements is in full force and effect and enforceable in accordance with its terms; neither the Company nor any of its Subsidiaries subsidiaries has received any written notice of cancellation or termination of, or any expression or indication of an intention or desire to cancel or terminate, any of the Significant Agreements; no Significant Agreement is the subject of, or, to the knowledge of the Company, has been threatened to be made the subject of, any arbitration, suit or other legal proceeding; with respect to any Significant AgreementAgreement which by its terms will terminate as of a certain date unless renewed or unless an option to extend such Significant Agreement is exercised neither the Company nor any of its subsidiaries has received any notice (written or oral), or otherwise has any knowledge, that any such Significant Agreement will not be so renewed or that any such extension option will not be exercised; and there exists no event of default or occurrence, condition or act on the part of the Company or any of its Subsidiaries subsidiaries or, to the knowledge of the Company, on the part of the other parties to the Significant Agreements which constitutes or would constitute (with notice or lapse of time or both) a breach of or default under any of the Significant Agreements; , except where to the failure to be in full force and effect would not have, and such breaches and defaults as would not result in, a Material Adverse Effect. (c) Except as disclosed on Schedules 3.4(a) and Schedule 3.12(c) extent that the inaccuracy of the Disclosure Scheduleforegoing would not, no consents from any third parties under any Significant Agreements are required individually or in connection with the consummation of the Mergeraggregate, except for such consents, which if not received, would not result in have a Material Adverse Effect and would not, individually or prevent in the consummation aggregate, have a material adverse effect on the ability of the MergerCompany to perform its obligations hereunder. (d) Other than the Significant Agreements, and any contract, agreement or commitment previously provided or made available to Parent or Purchaser, there are no contracts or agreements, the performance of which would result in a Material Adverse Effect.

Significant Agreements. (a) Schedule 3.12(a) of Significant Agreements" shall mean the Disclosure Schedule lists all contractsInsurance Contracts, agreements Related Customer Contracts and commitments between the Company or any of its Subsidiariesthird party reinsurance contracts relating thereto which are novated, on the one hand, and on the other hand Dow or any of its affiliates (other than the Company written and/or reinsured by Xxxxxx and its Subsidiaries) that will survive the consummation of the Merger, excluding contracts, agreements and commitments which collectively are immaterial Insurer Affiliates pursuant to the Company and except for this Agreement and the other agreements entered into in connection with this Agreement (the "Dow Agreements")Agreement. The Company has Seller Parties heretofore furnished or made available to Parent Purchasers complete and correct copies of the Dow Agreements and the contracts or agreements each of the Company included as exhibits to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1995, as amended by the Company's Form 10-K/A (the Dow Agreements and such other agreements and contracts being referred to herein as the "Significant Agreements"). (b) . Except as set forth in Schedule 3.12(b) would not materially and adversely effect the benefits taken as a whole which Purchasers could reasonably expect to derive from consummation of the Disclosure Scheduletransactions contemplated hereunder, to the knowledge of the Company each of the Significant Agreements is in full force and effect and enforceable in accordance with its terms, subject to (i) bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other similar laws now or hereafter in effect relating to or affecting creditors' rights generally and the rights of creditors of insurance companies generally and (ii) general principles of equity (regardless of whether considered in a proceeding at law or in equity); neither the Company nor any of its Subsidiaries no Seller Party has received any written notice or, to the knowledge of Seller Parties, oral notice, of cancellation or termination of, or any expression or indication of an intention or desire to cancel or terminate, any of the Significant Agreements; no Significant Agreement is the subject of, or, to the knowledge of Seller Parties, has been threatened to be made the subject of, any arbitration, suit or other legal proceeding; with respect to any Significant AgreementAgreement which by its terms will terminate as of a certain date unless renewed or unless an option to extend such Significant Agreement is exercised, no Seller Party has received any written notice or, to the knowledge of Seller Parties, oral notice, or otherwise has any knowledge, that any such Significant Agreement will not be so renewed or that any such extension option will not be exercised; and there exists no material event of default or occurrence, condition or act on the part of the Company or any of its Subsidiaries a Seller Party or, to the knowledge of the CompanySeller Party, on the part of the other parties to the Significant Agreements Agreements, which constitutes or would constitute (with notice or lapse of time or both) a material breach of or material default under any of the Significant Agreements; except where the failure to be in full force and effect would not have, and such breaches and defaults as would not result in, a Material Adverse Effect. (c) Except as disclosed on Schedules 3.4(a) and Schedule 3.12(c) of the Disclosure Schedule, no consents from any third parties under any Significant Agreements are required in connection with the consummation of the Merger, except for such consents, which if not received, would not result in a Material Adverse Effect or prevent the consummation of the Merger. (d) Other than the Significant Agreements, and any contract, agreement or commitment previously provided or made available to Parent or Purchaser, there are no contracts or agreements, the performance of which would result in a Material Adverse Effect.