Examples of Aspen Parent in a sentence
For the avoidance of doubt, only Aspen Parent is making the representations and warranties set forth in this Section 11.1(g), and no reinsured that comprises the definition of “Aspen” is making, or shall be deemed to be making, the representations and warranties set forth in this Section 11.1(g).
As of the Closing Date, Aspen and Aspen Parent will have obtained all authorizations and approvals required under Applicable Law to perform their respective obligations under the Transaction Agreements.
To the knowledge of Aspen and Aspen Parent, there are no material pending or threatened disputes with respect to the validity of any Material Third Party Reinsurance Agreement.
Aspen Parent shall indemnify, defend and hold harmless the Reinsurer and its Affiliates and each of their respective directors, officers, employees, agents, successors and permitted assigns from and against any and all Damages actually incurred by the Reinsurer to the extent arising from (a) any breach of the representations, warranties, covenants or obligations of Aspen contained in this Agreement, (b) the Excluded Liabilities, and (c) any successful enforcement of this indemnity.
Notwithstanding the foregoing, the Reinsurer acknowledges that none of Aspen or Aspen Parent has made or is making any representation or warranty, express or implied, that [***]of Third Party Reinsurance Recoverables will actually be collected.
For the avoidance of doubt, the Reinsurer shall not be permitted to offset an amount due to one reinsured included in the definition of “Aspen” under this Agreement against any amounts owed or allegedly to be owed from a different reinsured included in the definition of “Aspen” or the Aspen Parent.
The Reinsurer may offset any amount due to the Aspen Parent and any reinsured included in the definition of “Aspen” under this Agreement against any amounts owed or alleged to be owed from the Aspen Parent or such reinsured included in the definition of “Aspen” under this Agreement, but only against amounts owed or allegedly owed from such specific entity.
To the knowledge of Aspen Parent, the historical claims data made available to the Reinsurer by Aspen Parent and its subsidiaries as regards the Reinsured Policies is accurate in all material respects as of the date indicated.
Aspen Parent shall hereby execute this Agreement on behalf of itself and on behalf of Xxxxx, it being understood that each reinsured included in the definition of “Aspen” will be, and is, party to this Agreement and shall execute this Agreement promptly after the date hereof.
Aspen and Aspen Parent have the requisite corporate (or other organizational) power and authority to enter into the Transaction Agreements to which they are a party and to consummate the respective transactions contemplated thereby.