Common use of Statutory Statements Clause in Contracts

Statutory Statements. (a) The Company has previously furnished to the Purchasers true and complete copies of the following statutory statements, in each case together with all exhibits, schedules and notes thereto and any affirmations and certifications filed therewith (collectively, the "Statutory Statements"): (i) the annual statement of each Reinsurance Subsidiary as at December 31 in each of the years ended 1998, 1999 and 2000 (the "Annual Statements"); and (ii) the quarterly statement of PXRE Reinsurance Company for the quarterly period ended September 30, 2001 (the "Quarterly Statements"). (b) Except as set forth on Schedule 3.24, the Statutory Statements (i) present fairly the statutory financial condition of each Reinsurance Subsidiary for the periods therein specified, (ii) were prepared in conformity with SAP, except as expressly set forth within the subject financial statements and (iii) were correct in all material respects when filed, and there were no material omissions therefrom. To the extent filed prior to the Closing, the Annual Statements for the year ending December 31, 2001 and Quarterly Statements for quarters ending after September 30, 2001 for each Reinsurance Subsidiary, when filed with the insurance regulatory authority of the applicable jurisdiction of organization, will present fairly the financial condition of such Reinsurance Subsidiary as at the dates indicated and the statutory results of operations of such Reinsurance Subsidiary for the periods specified therein, will be prepared in conformity with SAP, will be correct in all material respects and there will be no material omissions therefrom. The Statutory Statements were (or, with respect to Statutory Statements filed after the date hereof, will be) compiled from and are (or, with respect to Statutory Statements filed after the date hereof, will be) in accordance with the books and records of the Reinsurance Subsidiaries.

Statutory Statements. (ai) The Company has previously furnished Sellers have delivered to the Purchasers true Buyer true, complete and complete correct copies of the following annual and quarterly statutory statements, in each case together with all the exhibits, schedules and notes thereto and (including any actuarial opinions, memorandums, affirmations and certifications filed therewith or certifications) thereto: (collectively, the "Statutory Statements"): A) (ix) the annual statement of each Reinsurance Subsidiary Target as at of and for the annual periods ended December 31 31, 2014, 2013 and 2012, in each case, as filed with the Insurance Regulator of the years jurisdiction of domicile of such Target, (y) the audited statutory financial statements of each Target as of and for the annual periods ended 1998December 31, 1999 2014, 2013 and 2000 (2012, in each case, as filed with the "Annual Statements"); Insurance Regulator of the jurisdiction of domicile of such Target, and (iiz) the quarterly statement of PXRE Reinsurance Company each Target as of and for the each quarterly period ended September 30since December 31, 2001 2014 that have been filed with the Insurance Regulator of the jurisdiction of domicile of such Target on or prior to the date of this Agreement, and (B) as and when available, each annual statement, audited statutory financial statement and quarterly statement of each Target filed with the "Quarterly Insurance Regulator of the jurisdiction of domicile of such Target on or after the date of this Agreement and on or prior to the Closing Date (collectively, the “Statutory Statements"”). (bii) Except as set forth Each Statutory Statement (A) was derived from and is consistent with the Books and Records of the applicable Target, (B) was prepared in accordance with all applicable Laws and SAP, (C) was timely filed with or submitted to the applicable Insurance Regulator on Schedule 3.24forms prescribed or permitted by such Insurance Regulator, (D) was prepared in compliance with the Statutory Statements internal controls procedures of the applicable Target, and (iE) present fairly presents, in all material respects, in accordance with SAP, the statutory financial condition position, results of each Reinsurance Subsidiary operations, assets, liabilities, capital and surplus, changes in statutory surplus and cash flows of the applicable Target at the date of, and for the periods therein specifiedreferred to in, (ii) were prepared such statement. No material deficiencies have been asserted in conformity writing by any Governmental Authority with SAPrespect to any Statutory Statement which has not been cured, except as expressly set forth within waived, or otherwise resolved to the subject financial statements and material satisfaction of the Governmental Authority. (iii) were correct in all material respects when filed, Section 4(g)(iii) of the Sellers Disclosure Schedule sets forth an unaudited pro forma combined balance sheet and there were no material omissions therefrom. To statement of income of each of the extent filed prior to the Closing, the Annual Statements for the year ending Targets as of December 31, 2001 2014 which (A) was derived from and Quarterly Statements for quarters ending after September 30, 2001 for each Reinsurance Subsidiary, when filed consistent with the insurance regulatory authority of the applicable jurisdiction of organizationBooks and Records, will present fairly the financial condition of such Reinsurance Subsidiary as at the dates indicated and the statutory results of operations of such Reinsurance Subsidiary for the periods specified therein, will be (B) was prepared in conformity with SAP, will be correct in all material respects good faith and there will be no material omissions therefrom. The Statutory Statements were (or, with respect to Statutory Statements filed after the date hereof, will be) compiled from and are (or, with respect to Statutory Statements filed after the date hereof, will be) in accordance with the books Agreed Accounting Principles, and records (C) sets forth, in reasonable detail, the Capital and Surplus as of December 31, 2014, after adjustment to reflect (x) the contemplated Transfer of the Reinsurance SubsidiariesTransferred Assets from Sellers to the Targets pursuant to Section 2(b)(i) and (y) all other transactions contemplated hereby and by the Ancillary Agreements to occur on or prior to the Closing Date, other than the capital contributions required by Section 2(h), as if the Closing Date and all such Transfers occurred on December 31, 2014. (iv) Section 4(g)(iii) of the Sellers Disclosure Schedule sets forth a true and complete list of all accounting practices used by the Targets in connection with the Statutory Statements that depart from the National Association of Insurance Commissioners’ Accounting Practices and Procedures Manual (each such departure, a “Permitted Accounting Practice”). All Permitted Accounting Practices have been approved by the applicable Insurance Regulators in writing at or prior to the time used by the Targets in connection with the applicable Statutory Statement. Neither the Targets nor any Person acting on behalf of the Targets has ever sought such approval for a Permitted Accounting Practice that was either (i) not granted by the applicable Insurance Regulator or (ii) granted by the applicable Insurance Regulator but not used by the Targets in connection with the applicable Statutory Statement.

Statutory Statements. (a) The Since December 31, 2019, the Company has previously furnished filed all statutory annual and quarterly statements, together with all exhibits, interrogatories, notes, returns and schedules thereto and any actuarial opinions, affirmations or certifications or other supporting documents in connection therewith, in each case required by Applicable Law to be filed by the Company, as applicable, with the Insurance Regulatory Authority of the State of Connecticut on forms prescribed or permitted thereby (collectively, the “Statutory Statements”). As of its respective filing date, and, if amended, as of the date of the last amendment prior to the Purchasers true date of this Agreement, each such filing complied with Applicable Law in all material respects. (b) Seller has delivered to Buyer a true, correct and complete copy of the annual Statutory Statements for the Company for the years ended December 31, 2020 and December 31, 2019 and the quarterly Statutory Statements for the Company for the quarters ended March 31, 2021 and June 30, 2021. Seller will deliver to Buyer true, correct and complete copies of the following statutory statements, in each case together with all exhibits, schedules and notes thereto and any affirmations and certifications filed therewith (collectively, the "quarterly Statutory Statements"): (i) the annual statement of each Reinsurance Subsidiary as at December 31 in each Statements of the years ended 1998, 1999 and 2000 (the "Annual Statements"); and (ii) the quarterly statement of PXRE Reinsurance Company for the quarterly period ended September all quarters ending on or after June 30, 2001 (2021 and prior to the "Quarterly Statements")Closing Date. (bc) Except as set forth on Schedule 3.24, the The Statutory Statements each present (ior will present) present fairly fairly, in all material respects, the statutory financial condition of each Reinsurance Subsidiary for the periods therein specified, (ii) were prepared in conformity with SAP, except as expressly set forth within the subject financial statements and (iii) were correct in all material respects when filed, and there were no material omissions therefrom. To the extent filed prior to the Closing, the Annual Statements for the year ending December 31, 2001 and Quarterly Statements for quarters ending after September 30, 2001 for each Reinsurance Subsidiary, when filed with the insurance regulatory authority of the applicable jurisdiction of organization, will present fairly the financial condition of such Reinsurance Subsidiary as Company at the respective dates indicated thereof, and the statutory results of operations of such Reinsurance Subsidiary for the periods specified then ended in accordance with SAP with respect to the Company on a consistent basis throughout the periods indicated and consistent with each other, except as otherwise specifically noted therein. Further, the exhibits and schedules included in the Statutory Statements are fairly stated in all material respects in relation to the Company. Each Statutory Statement complied (or will comply) in all material respects with Applicable Law when so filed. Since December 31, 2019, neither the Company nor Seller has received a notice of deficiencies from any Insurance Regulatory Authority with respect to the Statutory Statements which has not been resolved or withdrawn, and to the Knowledge of Seller, no Insurance Regulatory Authority has threatened to send a notice of deficiencies with respect to any Statutory Statement. True and complete copies of all financial examination reports, market conduct reports and other examination reports of the Connecticut Insurance Department issued or otherwise delivered to the Company for the years ending on or after December 31, 2019 have been made available or furnished to Buyer prior to the date of this Agreement. (d) All reserves and other provisions made for claims, benefits and any other Liabilities, whether reported or incurred but not reported, as established or reflected on the Statutory Statements were determined in all material respects in accordance with generally accepted actuarial standards consistently applied, were based on actuarial assumptions that were in accordance with those called for in relevant policy and contract provisions, are fairly stated in accordance with sound actuarial principles, determined in accordance with the provisions of the Company’s Policies, and are in compliance with the requirements of SAP and Applicable Law; provided, however, that in no event shall this Section 4.4(d) or any other provision of this Agreement constitute or be prepared deemed to constitute a guaranty, warranty or other representation as to the adequacy or sufficiency of the reserves as provided in any balance sheet or other financial statement. (e) The Company has designed and maintained systems of internal accounting controls sufficient to provide reasonable assurances that, in all material respects, (i) all transactions are executed in accordance with management’s general or specific authorization, (ii) all transactions are recorded as necessary to permit the preparation of financial statements in conformity with SAP, will be correct (iii) access to their Assets and Properties is permitted only in all material respects accordance with management’s general or specific authorization, and there will be no material omissions therefrom. The Statutory Statements were (or, iv) the recorded accountability for items is compared with the actual levels at reasonable intervals and appropriate action is taken with respect to Statutory Statements filed after the date hereof, will be) compiled from and are (or, with respect to Statutory Statements filed after the date hereof, will be) in accordance with the books and records of the Reinsurance Subsidiariesany differences.

Statutory Statements. (a) The Company has previously furnished There have been made available to the Purchasers true Agent and Lenders true, correct and complete copies of the following statutory statementsquarterly and annual financial statements filed with each Regulatory Authority for the year ended December 31, in 2022 (to the extent required to be filed with each case Regulatory Authority), together with all exhibits, schedules and notes thereto and the actuarial opinion accompanying such financial statements (collectively with any affirmations and certifications filed therewith (collectivelyother statutory financial statements hereinafter delivered, the "“Statutory Statements"): (i) the annual statement of each Reinsurance Subsidiary as at December 31 in each of the years ended 1998, 1999 and 2000 (the "Annual Statements"); and (ii) the quarterly statement of PXRE Reinsurance Company for the quarterly period ended September 30, 2001 (the "Quarterly Statements"”). (b) Except Each Statutory Statement complied (and will comply) in all material respects with all applicable laws when so filed or produced or provided to Agent and Lenders, and no deficiencies have been asserted with respect to such Statutory Statements by each Regulatory Authority. The statements of admitted assets, liability and surplus, income and cash flow contained in each such Statutory Statement, were (and will be) prepared in accordance with GAAP, consistently applied except as set forth on Schedule 3.24disclosed in the footnotes thereto, and fairly present in all material respects the financial condition as of the respective dates thereof, and the results of operations and cash flow for and during the respective periods covered thereby, of the applicable Regulated Insurance Company. (c) All material direct and assumed, assigned, ceded or retroceded reserves and other provisions for losses, claims, benefits, damages, loss adjustment expenses and any other liability, whether reported or incurred but not reported, with respect to insurance written or assumed by a Regulated Insurance Company as established or reflected in the Statutory Statements (i) present fairly the statutory financial condition of each Reinsurance Subsidiary for the periods therein specifiedwere or will be computed in accordance with commonly accepted actuarial standards consistently applied in all material respects, (ii) and, in all material respects, are or will be fairly stated in accordance with sound actuarial principles that are in accordance with those called for by the provisions of the related insurance contracts and in the related reinsurance, coinsurance, and other Reinsurance Agreements of a Regulated Insurance Company, which meet the requirements of the insurance laws and regulations of its state of domicile and of the states in which such insurance contracts were prepared in conformity with SAPceded, except as expressly set forth within the subject financial statements retroceded, assumed, assigned, issued or delivered, and (iii) were correct meet or will meet the requirements of GAAP. All such reserves and related actuarial items held in all material respects when filed, and there were no material omissions therefrom. To support of the extent filed prior to the Closing, the Annual Statements for the year ending December 31, 2001 and Quarterly Statements for quarters ending after September 30, 2001 for each Reinsurance Subsidiaryinsurance contracts written or assumed by a Regulated Insurance Company, when filed with the insurance regulatory authority considered in light of the applicable jurisdiction of organization, will present fairly the financial condition of such Reinsurance Subsidiary as at the dates indicated and the statutory results of operations of such Reinsurance Subsidiary for the periods specified therein, will be prepared in conformity with SAP, will be correct in all material respects and there will be no material omissions therefrom. The Statutory Statements were (or, assets held with respect to Statutory Statements filed after the date hereofreserves and related actuarial items, will be) compiled from make good, sufficient and are adequate provision (or, with respect to Statutory Statements filed after the date hereof, will be) under Accepted Actuarial Standards of Practice consistently applied and fairly stated in accordance with sound actuarial principles) to cover the total amount of all reasonably anticipated loss adjustment expenses and other liabilities of such Regulated Insurance Company under all insurance contracts under which such Regulated Insurance Company has or will have any liability (including, without limitation, any liability arising under or as a result of any reinsurance, coinsurance, or other Reinsurance Agreement) on the respective dates of such Statutory Statements. Each Regulated Insurance Company owns assets that qualify as legal reserve assets under applicable insurance laws in an amount at least equal to all such required reserves. 38 (d) Each Regulated Insurance Company maintains accurate books and records reflecting its assets and liabilities and maintains proper and adequate internal accounting controls over financial reporting which provide assurance that (i) material transactions are executed with management’s authorization; (ii) transactions are recorded as necessary to permit preparation of the Reinsurance Subsidiariesfinancial statements of such Regulated Insurance Company and to maintain accountability for its assets; (iii) access to assets is permitted only in accordance with management’s authorization; (iv) the reporting of assets is compared with existing assets at regular intervals; and (v) accounts, notes and other receivables and inventory are recorded accurately, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis. Neither the auditors nor the board of directors or audit committee of any Regulated Insurance Company or any of its corporate parents have been advised of: (x) any significant deficiencies or material weaknesses in the design or operation of the internal controls over financial reporting of a Regulated Insurance Company which would reasonably be expected to adversely affect its ability to record, process, summarize and report financial data, or (y) any fraud, whether or not material, that involves management or other employees who have a role in the internal controls over financial reporting of a Regulated Insurance Company.

Statutory Statements. (a) The Company Seller has previously furnished delivered to the Purchasers true Buyer true, correct and complete copies of (i) the following statutory statementsAnnual Statements of the Company as filed with the Delaware Insurance Department for the years ended December 31, 1997, 1998 and 1999 and (ii) the Quarterly Statement of the Company as filed with the Delaware Insurance Department for the quarterly period ended March 31, 2000, in each case together with including all exhibits, interrogatories, schedules and notes thereto and any actuarial opinions, affirmations and or certifications or other supporting documents filed in connection therewith (collectively, the "Statutory Statements"): (i) the annual statement of each Reinsurance Subsidiary as at December 31 in each of the years ended 1998, 1999 and 2000 (the "Annual Statements"); and (ii) the quarterly statement of PXRE Reinsurance Company for the quarterly period ended September 30, 2001 (the "Quarterly Statements"). (b) Except as set forth on Schedule 3.24, the Statutory Statements (i) present fairly the statutory financial condition of each Reinsurance Subsidiary for the periods therein specified, (ii) were prepared in conformity with SAP, except as expressly set forth within the subject financial statements and (iii) were correct in all material respects when filed, and there were no material omissions therefrom. To the extent filed prior to the Closing, the Annual Statements for the year ending December 31, 2001 and Quarterly Statements for quarters ending after September 30, 2001 for each Reinsurance Subsidiary, when filed with the insurance regulatory authority of the applicable jurisdiction of organization, will present fairly the financial condition of such Reinsurance Subsidiary as at the dates indicated and the statutory results of operations of such Reinsurance Subsidiary for the periods specified therein, will be prepared in conformity with SAP, will be correct in all material respects and there will be no material omissions therefrom. The Statutory Statements were (orprepared in conformity in all material respects with SAP prescribed or permitted by the Delaware Insurance Department and present fairly in all material respects the statutory financial position of the Company as at the respective dates thereof and the results of operations of the Company for the respective periods then ended. The Statutory Statements complied in all material respects with all applicable Laws, rules and regulations when filed, and no material deficiency has been asserted with respect to any Statutory Statements filed after by any Governmental Authority. As of the date hereofClosing Date, will be) compiled from the Quarterly Statements delivered to Buyer pursuant to Section 6.20 shall have been prepared in conformity in all material respects with SAP prescribed or permitted by the Delaware Insurance Department and are (orshall present fairly in all material respects the statutory financial position of the Company as at the respective dates thereof and the results of operations of the Company for the respective periods then ended and shall comply in all material respects with all applicable Laws, rules and regulations when filed, and no material deficiency shall have been asserted with respect to Statutory any such Quarterly Statements filed after the date hereof, will be) in accordance with the books and records of the Reinsurance Subsidiariesby any Governmental Authority.

Statutory Statements. (a) The Company Seller has previously furnished to the Purchasers Buyer true and complete copies of the following statutory statementsAnnual Statements of the Company for the years ended December 31, in each case 1992, 1993 and 1994, together with all the exhibits, schedules and notes thereto and any affirmations and certifications filed therewith therewith, as filed with the Michigan Insurance Bureau (collectivelyeach, an "Annual Statement"). Except as specified therein or in Schedule 3.9, 3.10 or 3.11, each Annual Statement complied in all material respects with all Applicable Laws when so filed, and no material deficiencies have been asserted by any Governmental Authority or are otherwise known by Seller with respect thereto. Except as specified therein or, with respect to the "Statutory Statements"): (i) 1994 Annual Statement, as set forth in Schedule 3.9 hereto, each Annual Statement was prepared in accordance with SAP, applied on a consistent basis, and presents fairly in all material respects the annual statement of each Reinsurance Subsidiary as at December 31 in each statutory financial condition of the years ended 1998Company as of, 1999 and 2000 (the "Annual Statements"); statutory results of its operations and (ii) the quarterly statement of PXRE Reinsurance Company changes in capital and surplus and cash flow for the quarterly period ended September 30year ended, 2001 (the "Quarterly Statements")December 31, 1992, 1993 or 1994, as appropriate. (b) Seller has previously furnished to Buyer true and complete copies of the Quarterly Statements of the Company for the three months ended March 31, 1995 and June 30, 1995, respectively, together with the exhibits, schedules and notes thereto and any affirmations and certifications filed therewith, as filed with the Michigan Insurance Bureau (each a "Quarterly Statement"; the Annual Statements together with the Quarterly Statements are referred to collectively as the "SAP Statements"). Except as specified therein or in Schedule 3.9, 3.10 or 3.11, each Quarterly Statement complied in all material respects with all Applicable Laws when so filed, and no material deficiencies have been asserted by any Governmental Authority or are otherwise known by Seller with respect thereto. Except as specified therein or as set forth in Schedule 3.9 hereto, each Quarterly Statement was prepared in accordance with SAP, applied on Schedule 3.24a consistent basis, the Statutory Statements (i) present and presents fairly in all material respects the statutory financial condition of each Reinsurance Subsidiary for the periods therein specified, (ii) were prepared in conformity with SAP, except Company as expressly set forth within the subject financial statements and (iii) were correct in all material respects when filed, and there were no material omissions therefrom. To the extent filed prior to the Closing, the Annual Statements for the year ending December 31, 2001 and Quarterly Statements for quarters ending after September 30, 2001 for each Reinsurance Subsidiary, when filed with the insurance regulatory authority of the applicable jurisdiction end of organization, will present fairly the financial condition of such Reinsurance Subsidiary as at the dates indicated period to which it relates and the statutory results of its operations of such Reinsurance Subsidiary and changes in capital and surplus and cash flow for the periods specified thereinperiod then ended. (c) Schedule 3.9(c) hereto sets forth pro forma financial information presenting the pro forma effect, will be on a GAAP, SAP and tax basis, of the transfer of the Company's Non-Annuity Business as contemplated by Section 5.11 hereof, in each case as if such transfer had occurred at June 30, 1995. Such pro forma financial information was prepared in conformity with SAP, will be correct in all material respects and there will be no material omissions therefrom. The Statutory Statements were (or, with respect to Statutory Statements filed after good faith by the date hereof, will be) compiled from and are (or, with respect to Statutory Statements filed after Company on the date hereof, will be) in accordance with the books and records basis of the Reinsurance Subsidiariesrelevant June 30, 1995 Unaudited Financial Statements and Quarterly Statements, as applicable, and to the best of the Company's knowledge is based on reasonable assumptions regarding, and gives appropriate effect at June 30, 1995 to, the transactions described in Section 5.11 and Annex 5.11 hereof.