Ceding Company Actions Sample Clauses

The "Ceding Company Actions" clause defines the responsibilities and permitted activities of the ceding company within a reinsurance agreement. It typically outlines the actions the ceding company must take regarding the administration, reporting, and management of the underlying insurance policies, such as providing timely information to the reinsurer or maintaining certain standards in underwriting and claims handling. This clause ensures that the reinsurer is kept informed and protected from undue risk by requiring the ceding company to act in accordance with agreed-upon procedures, thereby promoting transparency and reducing the likelihood of disputes.
Ceding Company Actions. The Parties hereby agree that, notwithstanding anything herein to the contrary, the Ceding Company shall, for the term of this Agreement, continue to take those actions that constitute Ceding Company Services, including those set forth on Schedule 2.2, in accordance with applicable Law and at Ceding Company’s sole cost and expense, and that the Administrator shall have no obligation to provide Ceding Company Services; provided, that the Administrator shall be obligated to provide Services to the Ceding Company that the Administrator is permitted to take under applicable Law that are necessary to allow the Ceding Company to perform the Ceding Company Services. The Ceding Company shall not be deemed to be in breach of this Agreement as a result of any failure to perform, or inadequacy in the performance of, the Ceding Company Services hereunder to the extent the performance of such Ceding Company Services is reasonably dependent upon Services or the performance by Administrator or its Affiliates of their obligations under the Transaction Agreements that have not been performed. To the extent either Party becomes aware of any actions that such party reasonably believes constitute Ceding Company Services and are not set forth on Schedule 2.2, such Party shall give the other Party notice of such actions, and the Parties shall cooperate in good faith to determine if such actions should constitute Ceding Company Services and, if agreed, shall update Schedule 2.2 to reflect such actions. For the avoidance of doubt, the Administrator, with the reasonable cooperation of the Ceding Company, will prepare in a timely manner the forms of any documentation required for the Ceding Company or its Affiliates to comply with Law applicable to the Ceding Company Services.
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Related to Ceding Company Actions

  • Company Actions The Company hereby consents to the Offer and represents that (a) its Board of Directors (the "Board" or "Board of Directors") (at a meeting duly called and held) has (i) determined that this Agreement, the Option Release Agreement, the Non-Compete and Termination Agreement and the Termination and Release Agreement (collectively, the "Transaction Documents") and the transactions contemplated hereby or thereby, including the Offer and the Merger (as defined in Section 2.1 hereof), are fair to and in the best interests of the stockholders of the Company, (ii) approved the execution, delivery and performance of the Transaction Documents by the Company and the consummation of the transactions contemplated thereby, including the Offer and the Merger, and such approval constitutes approval for purposes of Section 203 of the Delaware General Corporation Law, as amended (the "DGCL"), (iii) resolved to recommend acceptance of the Offer and approval and adoption of this Agreement by the holders of Company Common Stock; and (b) Furm▇▇ ▇▇▇▇ ▇▇▇ (the "Financial Advisor") has delivered to the Board its opinion to the effect that, as of the date of this Agreement and based upon and subject to the matters set forth therein, the cash consideration to be received by the holders of Company Common Stock in the Offer and the Merger is fair to such holders from a financial point of view (the "Fairness Opinion"). Subject to its fiduciary duties under applicable Laws (as defined in Section 4.1(c)(ii)) after consultation with independent counsel, the Company hereby agrees to file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") containing the recommendation referred to in clause (iii) above (and the information required by Section 14(f) of the Securities Exchange Act of 1934, as amended (together with all rules and regulations thereunder, the "Exchange Act"), so long as Parent shall have furnished such information to the Company in a timely manner) and to mail such Schedule 14D-9 to the stockholders of the Company. The Company will use its best efforts to cause the Schedule 14D-9 to be filed on the same date as Sub's Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") is filed and mailed together with the Offer Documents; PROVIDED that in any event the Schedule 14D-9 shall be filed and mailed no later than 10 business days following the commencement of the Offer. Parent and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior to the Company's filing of the Schedule 14D-9 with the SEC. The Company agrees to provide Parent and its counsel copies of any written comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 and a summary of any such comments received orally promptly after the receipt thereof. Parent, Sub and the Company each agree promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that any such information shall have become false or misleading in any material respect and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to the stockholders of the Company, in each case as and to the extent required by applicable securities laws.

  • Company Action Any action required of the Company shall be by resolution of the Board or by a person or entity authorized to act by resolution of the Board.

  • Holding Company and Investment Company Acts Neither the Borrower nor any of its Subsidiaries is a "holding company", or a "subsidiary company" of a "holding company", or an "affiliate" of a "holding company", as such terms are defined in the Public Utility Holding Company Act of 1935; nor is it an "investment company", or an "affiliated company" or a "principal underwriter" of an "investment company", as such terms are defined in the Investment Company Act of 1940.

  • Investment Company Act, Etc Neither the Borrower nor any of its Subsidiaries is (a) an “investment company” or is “controlled” by an “investment company”, as such terms are defined in, or subject to regulation under, the Investment Company Act of 1940, as amended, or (b) otherwise subject to any other regulatory scheme limiting its ability to incur debt or requiring any approval or consent from or registration or filing with, any Governmental Authority in connection therewith.

  • Investment Company Act; Public Utility Holding Company Act Neither the Borrower nor any Subsidiary is (a) an "investment company" as defined in, or subject to regulation under, the Investment Company Act of 1940 or (b) a "holding company" as defined in, or subject to regulation under, the Public Utility Holding Company Act of 1935.