Common use of Statutory Financial Statements Clause in Contracts

Statutory Financial Statements. GNA has heretofore made (or will make prior to Closing) available to Buyer copies of the annual statements of the GNA Insurance Subsidiaries as filed with the GNA Applicable Insurance Department (the "GNA Annual Statements") for the years ended December 31, 1997, 1998 and 1999 and copies of the quarterly statements of the GNA Insurance Subsidiaries to the GNA Applicable Insurance Department for the quarters ended March 31, June 30 and September 30, 2000 (the "GNA Quarterly Statements"). The balance sheets of each of the GNA Insurance Subsidiaries as of December 31, 1999, and the related statements of income and cash flow for the year then ended, included in the GNA Annual Statement for the year ended December 31, 1999, were prepared in conformity with SAP, except as otherwise noted therein, for the period covered thereby and fairly present the statutory financial position of such GNA Insurance Subsidiary as at the date thereof and the results of operations and cash flow of such GNA Insurance Subsidiary for the period then ended. The balance sheets of the GNA Insurance Subsidiaries and the related statements of income and cash flow included in the GNA Quarterly Statements were prepared in conformity with SAP applicable to interim financial statements consistently applied during the period involved, except as otherwise noted therein, subject to normal year-end adjustments, and fairly present the statutory financial position of such GNA Insurance Subsidiary as at the dates thereof and the results of operations and cash flow of such GNA Insurance Subsidiary for the periods then ended. Without limiting the generality of the foregoing and subject to the cautionary statements regarding reserves contained under "Item 1. BUSINESS--Unpaid Claims and Claim Adjustment Expenses" and elsewhere in the GNA 1999 Form 10-K Report, the reserves carried on the GNA Annual Statement for the year ended December 31, 1999 and the GNA Quarterly Statement for the payment of estimated claims and claim adjustment expenses for both reported and unreported claims were (i) reported in accordance with SAP and (ii) believed by GNA to be adequate to cover the amounts GNA expected the GNA Insurance Subsidiaries to pay on incurred claims based on facts and circumstances then known. The admitted assets of each GNA Insurance Subsidiary as determined under Applicable Laws are in an amount at least equal to the minimum amounts required by Applicable Laws.

Statutory Financial Statements. GNA (i) The Seller has heretofore made delivered to the Buyer true and complete copies of the statutory financial statements of each member of the Company Group for the three years ended September 30, 1998 (or will make prior such other accounting period referenced therein). Section 2.6(f) of the Seller Disclosure Letter sets forth a complete and correct list of all statutory reporting entities within the Company Group. (ii) The Seller has delivered to Closing) available to the Buyer true and complete copies of the annual statements of each of the GNA Insurance Subsidiaries Companies as filed with the GNA Applicable Insurance Department (the "GNA Annual Statements") applicable insurance regulatory authorities for the years ended December 31, 19971996, 1997 and 1998 (or other applicable filing date), including all exhibits, interrogatories, notes, schedules and 1999 and copies of the any actuarial opinions, affirmations or certifications or other supporting documents filed in connection therewith (collectively, including any such annual or quarterly statements of the GNA Insurance Subsidiaries filed subsequent to the GNA Applicable Insurance Department for the quarters ended March 31date hereof, June 30 and September 30, 2000 (the "GNA Quarterly SAP Statements"). The balance sheets of each of the GNA Insurance Subsidiaries as of December 31, 1999, and the related statements of income and cash flow for the year then ended, included in the GNA Annual Statement for the year ended December 31, 1999, SAP Statements were prepared in conformity with statutory accounting practices prescribed or permitted by the applicable insurance regulatory authority ("SAP, except as otherwise noted therein, ") consistently applied for the period periods covered thereby and present (or will present) fairly present the statutory financial position of such GNA Insurance Subsidiary Companies as at the date thereof and the results of operations and cash flow of such GNA Insurance Subsidiary for the period then ended. The balance sheets of the GNA Insurance Subsidiaries and the related statements of income and cash flow included in the GNA Quarterly Statements were prepared in conformity with SAP applicable to interim financial statements consistently applied during the period involved, except as otherwise noted therein, subject to normal year-end adjustments, and fairly present the statutory financial position of such GNA Insurance Subsidiary as at the respective dates thereof and the results of operations and cash flow of such GNA Insurance Subsidiary Companies for the respective periods then ended. Without limiting the generality of the foregoing The SAP Statements complied (or will comply) in all material respects with all applicable Laws, rules and subject regulations when filed, and, to the cautionary Seller's Knowledge, no material deficiency has been asserted with respect to any SAP Statements by the applicable insurance regulatory body or any other governmental agency or body. The statutory balance sheets and income statements regarding reserves contained under "Item 1. BUSINESS--Unpaid Claims and Claim Adjustment Expenses" and elsewhere included in the GNA 1999 Form 10-K Reportannual SAP Statements have been audited by the Seller Accountants, the reserves carried on the GNA Annual Statement for the year ended December 31and Seller has delivered or made available to Buyer true and complete copies of all audit opinions related thereto. Seller has made available to Buyer true and complete copies of all examination reports of insurance departments and any insurance regulatory agencies since January 1, 1999 and the GNA Quarterly Statement for the payment of estimated claims and claim adjustment expenses for both reported and unreported claims were (i) reported in accordance with SAP and (ii) believed by GNA to be adequate to cover the amounts GNA expected the GNA Insurance Subsidiaries to pay on incurred claims based on facts and circumstances then known. The admitted assets of each GNA Insurance Subsidiary as determined under Applicable Laws are in an amount at least equal 1995 relating to the minimum amounts required by Applicable LawsInsurance Companies.

Statutory Financial Statements. GNA GNAC has heretofore made (or will make prior to Closing) available to Buyer Sxxxxxxxx copies of the annual statements of the GNA GNAC Insurance Subsidiaries as filed with the GNA GNAC Applicable Insurance Department (the "GNA “GNAC Annual Statements"”) for the years ended December 31, 19972001, 1998 2002, and 1999 2003 and copies of the quarterly statements statement of the GNA GNAC Insurance Subsidiaries to the GNA GNAC Applicable Insurance Department for the quarters quarter ended March 31, June 30 and September 30, 2000 2004 (and any subsequent quarterly statements filed between the date hereof and the Closing Date) (the "GNA “GNAC Quarterly Statements"Statement”). The balance sheets of each of the GNA GNAC Insurance Subsidiaries as of December 31, 19992003, and the related statements of income and cash flow for the year then ended, included in the GNA GNAC Annual Statement for the year ended December 31, 19992003, were prepared in conformity with SAP, except as otherwise noted therein, for the period covered thereby and fairly present the statutory financial position of such GNA GNAC Insurance Subsidiary as at the date thereof and the results of operations and cash flow of such GNA GNAC Insurance Subsidiary for the period then ended. The balance sheets of the GNA GNAC Insurance Subsidiaries and the related statements of income and cash flow included in the GNA GNAC Quarterly Statements were prepared in conformity with SAP applicable to interim financial statements consistently applied during the period involved, except as otherwise noted therein, subject to normal year-end adjustments, and fairly present the statutory financial position of such GNA GNAC Insurance Subsidiary as at the dates thereof and the results of operations and cash flow of such GNA GNAC Insurance Subsidiary for the periods then ended. Without limiting the generality of the foregoing and subject to the cautionary statements regarding reserves contained under "Item 1. “BUSINESS--—Unpaid Claims and Claim Adjustment Expenses" ” and elsewhere in the GNA 1999 GNAC 2003 Form 10-K Report, the reserves carried on the GNA GNAC Annual Statement for the year ended December 31, 1999 2003 and the GNA GNAC Quarterly Statement for the payment of estimated claims and claim adjustment expenses for both reported and unreported claims were (i) reported in accordance with SAP and (ii) believed by GNA GNAC at that time to be adequate to cover the amounts GNA GNAC expected the GNA GNAC Insurance Subsidiaries to pay on incurred claims based on facts and circumstances then known. The admitted assets of each GNA GNAC Insurance Subsidiary as determined under Applicable Laws are in an amount at least equal to the minimum amounts required by Applicable Laws.

Statutory Financial Statements. GNA GNAC has heretofore made (or will make prior to Closing) available to Buyer Rxxx LLC copies of the annual statements of the GNA GNAC Insurance Subsidiaries as filed with the GNA GNAC Applicable Insurance Department (the "GNA “GNAC Annual Statements"”) for the years ended December 31, 19972001, 1998 2002, and 1999 2003 and copies of the quarterly statements statement of the GNA GNAC Insurance Subsidiaries to the GNA GNAC Applicable Insurance Department for the quarters quarter ended March 31, June 30 and September 30, 2000 2004 (and any subsequent quarterly statements filed between the date hereof and the Closing Date) (the "GNA “GNAC Quarterly Statements"Statement”). The balance sheets of each of the GNA GNAC Insurance Subsidiaries as of December 31, 19992003, and the related statements of income and cash flow for the year then ended, included in the GNA GNAC Annual Statement for the year ended December 31, 19992003, were prepared in conformity with SAP, except as otherwise noted therein, for the period covered thereby and fairly present the statutory financial position of such GNA GNAC Insurance Subsidiary as at the date thereof and the results of operations and cash flow of such GNA GNAC Insurance Subsidiary for the period then ended. The balance sheets of the GNA GNAC Insurance Subsidiaries and the related statements of income and cash flow included in the GNA GNAC Quarterly Statements were prepared in conformity with SAP applicable to interim financial statements consistently applied during the period involved, except as otherwise noted therein, subject to normal year-end adjustments, and fairly present the statutory financial position of such GNA GNAC Insurance Subsidiary as at the dates thereof and the results of operations and cash flow of such GNA GNAC Insurance Subsidiary for the periods then ended. Without limiting the generality of the foregoing and subject to the cautionary statements regarding reserves contained under "Item 1. “BUSINESS--—Unpaid Claims and Claim Adjustment Expenses" ” and elsewhere in the GNA 1999 GNAC 2003 Form 10-K Report, the reserves carried on the GNA GNAC Annual Statement for the year ended December 31, 1999 2003 and the GNA GNAC Quarterly Statement for the payment of estimated claims and claim adjustment expenses for both reported and unreported claims were (i) reported in accordance with SAP and (ii) believed by GNA GNAC at that time to be adequate to cover the amounts GNA GNAC expected the GNA GNAC Insurance Subsidiaries to pay on incurred claims based on facts and circumstances then known. The admitted assets of each GNA GNAC Insurance Subsidiary as determined under Applicable Laws are in an amount at least equal to the minimum amounts required by Applicable Laws.

Statutory Financial Statements. GNA The Company has heretofore made (or will make prior delivered to Closing) available to Buyer copies Western each of the annual following statutory financial statements (collectively, the "Statutory Financial Statements"): (i) audited statutory-basis balance sheets and the related statutory-basis statements of the GNA Insurance Subsidiaries income, changes in capital and surplus and cash flows as filed with the GNA Applicable Insurance Department (the "GNA Annual Statements") of and for the fiscal years ended December 31, 19971994, 1998 1995 and 1999 and copies 1996 (December 31, 1996 being the "Most Recent Fiscal Year End") of the Company; (ii) if available, unaudited statutory-basis quarterly financial statements of the GNA Insurance Subsidiaries to Company (the GNA Applicable Insurance Department annual or quarterly statutory financial statements, as appropriate, dated as of and for the quarters ended March 31, June 30 and September 30, 2000 (the "GNA Quarterly Statements"). The balance sheets of each later of the GNA Insurance Subsidiaries as of Most Recent Fiscal Year End and any quarter ending after December 31, 1999, 1996 being the "Most Recent Statutory Financial Statements" and the related statements date of income and cash flow for such year end or quarter end, as appropriate, being the year then ended, included in "Most Recent Fiscal Month End"); and (iii) the GNA Annual Statement for the year ended December 31, 1999, were Statutory Financial Statements have been prepared in conformity with SAPaccounting practices prescribed or permitted by the Illinois Insurance Department. The variances between such practices and SAP and the effects on the Statutory Financial Statements are described, except as otherwise noted thereinin all material respects, in the notes thereto. The information included in the notes to the Statutory Financial Statements presents fairly, in all material respects, capital and surplus and net income of the Company in conformity with SAP at and for the period periods covered thereby and thereby. The Statutory Financial Statements present fairly present in all material respects the statutory financial position of such GNA Insurance Subsidiary as the Company at and for the date thereof periods covered thereby, and the results of its operations and its cash flow of such GNA Insurance Subsidiary flows for the period years then ended. The balance sheets of the GNA Insurance Subsidiaries and the related statements of income and cash flow included in the GNA Quarterly Statements were prepared , in conformity with SAP applicable to interim financial statements consistently applied during accounting practices prescribed or permitted by the period involvedIllinois Insurance Department; provided, except however, that the Most Recent Statutory Financial Statements, if as otherwise noted thereinof and for a date after the Most Recent Fiscal Year End, are subject to normal year-end adjustments, and fairly present the statutory financial position of such GNA Insurance Subsidiary as at the dates thereof and the results of operations and cash flow of such GNA Insurance Subsidiary for the periods then ended. Without limiting the generality of the foregoing and subject to the cautionary statements regarding reserves contained under "Item 1. BUSINESS--Unpaid Claims and Claim Adjustment Expenses" and elsewhere in the GNA 1999 Form 10-K Report, the reserves carried on the GNA Annual Statement for the year ended December 31, 1999 and the GNA Quarterly Statement for the payment of estimated claims and claim adjustment expenses for both reported and unreported claims were (i) reported adjustments in accordance with SAP and (ii) believed the accounting principles prescribed by GNA to be adequate to cover the amounts GNA expected the GNA Illinois Insurance Subsidiaries to pay on incurred claims based on facts and circumstances then known. The admitted assets of each GNA Insurance Subsidiary as determined under Applicable Laws are Department, but which will not result in an amount at least equal to the minimum amounts required by Applicable Lawsany Material Adverse Effect.

Statutory Financial Statements. GNA GNAC has heretofore made (or will make prior to Closing) available to Buyer GMSP copies of the annual statements of the GNA GNAC Insurance Subsidiaries as filed with the GNA GNAC Applicable Insurance Department (the "GNA “GNAC Annual Statements"”) for the years ended December 31, 19972001, 1998 2002, and 1999 2003 and copies of the quarterly statements statement of the GNA GNAC Insurance Subsidiaries to the GNA GNAC Applicable Insurance Department for the quarters quarter ended March 31, June 30 and September 30, 2000 2004 (and any subsequent quarterly statements filed between the date hereof and the Closing Date) (the "GNA “GNAC Quarterly Statements"Statement”). The balance sheets of each of the GNA GNAC Insurance Subsidiaries as of December 31, 19992003, and the related statements of income and cash flow for the year then ended, included in the GNA GNAC Annual Statement for the year ended December 31, 19992003, were prepared in conformity with SAP, except as otherwise noted therein, for the period covered thereby and fairly present the statutory financial position of such GNA GNAC Insurance Subsidiary as at the date thereof and the results of operations and cash flow of such GNA GNAC Insurance Subsidiary for the period then ended. The balance sheets of the GNA GNAC Insurance Subsidiaries and the related statements of income and cash flow included in the GNA GNAC Quarterly Statements were prepared in conformity with SAP applicable to interim financial statements consistently applied during the period involved, except as otherwise noted therein, subject to normal year-end adjustments, and fairly present the statutory financial position of such GNA GNAC Insurance Subsidiary as at the dates thereof and the results of operations and cash flow of such GNA GNAC Insurance Subsidiary for the periods then ended. Without limiting the generality of the foregoing and subject to the cautionary statements regarding reserves contained under "Item 1. “BUSINESS--—Unpaid Claims and Claim Adjustment Expenses" ” and elsewhere in the GNA 1999 GNAC 2003 Form 10-K Report, the reserves carried on the GNA GNAC Annual Statement for the year ended December 31, 1999 2003 and the GNA GNAC Quarterly Statement for the payment of estimated claims and claim adjustment expenses for both reported and unreported claims were (i) reported in accordance with SAP and (ii) believed by GNA GNAC at that time to be adequate to cover the amounts GNA GNAC expected the GNA GNAC Insurance Subsidiaries to pay on incurred claims based on facts and circumstances then known. The admitted assets of each GNA GNAC Insurance Subsidiary as determined under Applicable Laws are in an amount at least equal to the minimum amounts required by Applicable Laws.

Statutory Financial Statements. GNA EHC has heretofore made (or will make prior provided to Closing) available to Buyer EML copies of (i) the annual statements Annual Statements, together with all exhibits and schedules thereto, of the GNA Eastern Alliance Insurance Subsidiaries Co. (“Eastern Alliance”) and Allied Eastern Indemnity Co. (“Allied Eastern”) as filed with the GNA Applicable Insurance Department for the years ended December 31, 2003, December 31, 2002 and December 31, 2001, and (ii) the "GNA Annual Statements"audited financial statements of Eastern Re Ltd, SPC (“Eastern Re”) for the years ended December 31, 19972003, 1998 2002, and 1999 2001, respectively, together with all exhibits and copies of schedules thereto (collectively, the “EHC Annual Statutory Statements”), and (iii) the quarterly statements of the GNA Insurance Subsidiaries to the GNA Applicable Insurance Department for the quarters ended March 31, June 30 30, and September 30, 2000 2004, respectively, together with all exhibits and schedules thereto (collectively, the "GNA “EHC Quarterly Statutory Statements"”) (all EHC Annual Statutory Statements and all EHC Quarterly Statutory Statements, together with all exhibits and schedules thereto, referred to in this Section 2.7 are hereinafter referred to as the “EHC Statutory Financial Statements”). The balance sheets EHC Statutory Financial Statements have been prepared in accordance with the applicable accounting practices prescribed or permitted by the Department and the Cayman Monetary Authority for purposes of each of financial reporting (“Statutory Accounting Practices”), and such accounting practices have been applied on a basis consistent with such Statutory Accounting Practices throughout the GNA Insurance Subsidiaries periods involved, except as of December 31expressly set forth in the notes, 1999exhibits or schedules thereto, and the related statements of income and cash flow for EHC Statutory Financial Statements present fairly in all material respects the year then ended, included in the GNA Annual Statement for the year ended December 31, 1999, were prepared in conformity with SAP, except as otherwise noted therein, for the period covered thereby and fairly present the statutory financial position of such GNA Insurance Subsidiary as at the date thereof and the results of operations and cash flow of such GNA Insurance Subsidiary for the period then ended. The balance sheets respective EHC Insurance Subsidiaries as of the GNA Insurance Subsidiaries dates and the related statements of income and cash flow included in the GNA Quarterly Statements were prepared in conformity with SAP applicable to interim financial statements consistently applied during the period involved, except as otherwise noted therein, subject to normal year-end adjustments, and fairly present the statutory financial position of such GNA Insurance Subsidiary as at the dates thereof and the results of operations and cash flow of such GNA Insurance Subsidiary for the periods then endedtherein in accordance with applicable Statutory Accounting Practices. Without limiting the generality of the foregoing and subject to the cautionary The financial statements regarding reserves contained under "Item 1. BUSINESS--Unpaid Claims and Claim Adjustment Expenses" and elsewhere in the GNA 1999 Form 10-K Report, the reserves carried on the GNA EHC Annual Statement Statutory Statements for the year years ended December 31, 1999 2003, 2002, and 2001 have been audited by PricewaterhouseCoopers LLP, the independent auditors of EHC, and EHC has made available to EML true and complete copies of all audit opinions related thereto. EHC has made available to EML true and complete copies of all examination reports of insurance departments and any insurance regulatory agencies since January 1, 2001 relating to the EHC Insurance Subsidiaries. EHC has delivered to EML true and complete copies of the EHC Annual Statutory Statements and the GNA EHC Quarterly Statement for the payment of estimated claims and claim adjustment expenses for both reported and unreported claims were (i) reported in accordance with SAP and (ii) believed by GNA to be adequate to cover the amounts GNA expected the GNA Insurance Subsidiaries to pay on incurred claims based on facts and circumstances then known. The admitted assets of each GNA Insurance Subsidiary as determined under Applicable Laws are in an amount at least equal to the minimum amounts required by Applicable LawsStatutory Statements.

Statutory Financial Statements. GNA (a) Meridian has heretofore made (or will make prior previously delivered to Closing) available to Buyer Citizens and Citizens Mutual true and complete copies of (i) the annual audited combined statutory financial statements of Meridian Mutual and affiliates (including statements of operations, unassigned surplus and cash flows) for the GNA Insurance Subsidiaries as filed with the GNA Applicable Insurance Department fiscal years ended December 31, 1990 to 1994 (the "GNA Meridian Audited SAP Financial Statements"), and (ii) the unaudited combined statutory financial statements of Meridian Mutual and affiliates for the interim periods ended March 31, 1995, June 30, 1995 and September 30, 1995 (the "Meridian Unaudited Interim SAP Financials"). The Meridian Audited SAP Financial Statements present fairly in all material respects the combined financial condition of Meridian Mutual and affiliates at such dates and results of operations for such periods and were prepared in accordance with SAP, and the Meridian Unaudited Interim SAP Financial Statements present fairly in all material respects the combined financial condition of Meridian Mutual and affiliates at such dates and results of operations for such periods and were prepared in accordance with SAP, except for the absence of notes and subject to normal year-end adjustments which are not material to the Meridian Companies in amount or effect. (b) Annual Statements required to be filed with applicable insurance regulatory authorities on the respective forms prescribed or permitted by such authorities (the "Meridian Annual Statements") for Meridian Mutual and Meridian Security for the years ended December 31, 19971991, 1998 1992, 1993, 1994 and 1999 and copies of 1995 have been filed with the quarterly statements of the GNA Insurance Subsidiaries to the GNA Applicable Insurance Department for the quarters ended March 31, June 30 and September 30, 2000 (the "GNA Quarterly Statements")appropriate regulatory authorities in all jurisdictions in which such filing is required. The balance sheets of each of the GNA Insurance Subsidiaries as of December 31, 1999, and the related statements of income and cash flow for the year then ended, included in the GNA Meridian Annual Statement for the year ended December 31, 1999, Statements were prepared in conformity accordance with SAPaccounting practices prescribed or permitted by such regulatory authorities, applied on a consistent basis throughout the related periods except as otherwise noted stated therein, for the period covered thereby and presented fairly present in all material respects the statutory financial position of such GNA Insurance Subsidiary as the respective company at the date thereof dates of, and the statutory results of operations and cash flow of such GNA Insurance Subsidiary for the period then ended. The balance sheets of the GNA Insurance Subsidiaries and the related statements of income and cash flow included in the GNA Quarterly Statements were prepared in conformity with SAP applicable to interim financial statements consistently applied during the period involved, except as otherwise noted therein, subject to normal year-end adjustments, and fairly present the statutory financial position of such GNA Insurance Subsidiary as at the dates thereof and the results of operations and cash flow of such GNA Insurance Subsidiary respective company for the periods then ended. Without limiting the generality of the foregoing and subject to the cautionary statements regarding reserves contained under "Item 1. BUSINESS--Unpaid Claims and Claim Adjustment Expenses" and elsewhere in the GNA 1999 Form 10-K Reportcovered by, the reserves carried on the GNA Annual Statement for the year ended December 31, 1999 and the GNA Quarterly Statement for the payment of estimated claims and claim adjustment expenses for both reported and unreported claims were (i) reported in accordance with SAP and (ii) believed by GNA to be adequate to cover the amounts GNA expected the GNA Insurance Subsidiaries to pay on incurred claims based on facts and circumstances then known. The admitted assets of each GNA Insurance Subsidiary as determined under Applicable Laws are in an amount at least equal to the minimum amounts required by Applicable Lawssuch statutory statements.