IRDAI means the Insurance Regulatory and Development Authority of India.Ĭoronavirus means severe acute respiratory syndrome coronavirus 2 (SARS-CoV-2) TEC means the Technical Evaluation Committee, constituted for the purpose of evaluating the Proposals received. OSSTF means the Ontario Secondary School Teachers' Federation. MD&A means a completed Form 51-102F1 Management’s Discussion & Analysis or, in the case of an SEC issuer, a completed Form 51-102F1 or management’s discussion and analysis prepared in accordance with Item 303 of Regulation S-K or item 303 of Regulation S-B under the 1934 Act SBS means the New York City Department of Small Business Services. TELRIC means Total Element Long-Run Incremental Cost. Neither the Seller or TSLIC has paid or agreed to pay any fee, commission, compensation or other valuable consideration whatsoever to any director, officer, agent of the Company, or employees, in any manner, aiding, promoting, or assisting in the consummation of the transactions contemplated by this Agreement. The Buyer is acquiring the Shares of TSLIC for its own account and for investment and not with a view to any resale, distribution, subdivisions, or fractionalization thereof, within the meaning of the Securities Act of 1933, as amended. TSLIC has no knowledge nor any reason to believe that a party to such reinsurance agreements or treaties, is or will be unable to fully satisfy any claims, liabilities, obligations, or expense which might arise thereunder. To understand the values and limitations of blockchain, articles and reports provided by KPMG where examined. TSLIC has not given any power of attorney to any person, firm, or corporation for any purpose whatsoever other than in connection with the issuance of Notary undertakings.Įxcept as set forth on - Schedule 5.24, there are no pending or, to the Knowledge of the Sellers, - threatened litigation or regulatory proceedings by or against any of the Companies, except for lawsuits or claims arising under insurance policies issued by FSIC or TSLIC which (i) do not allege or seek damages in excess of the policy limits or exemplary or punitive damages and (ii) are not brought or purported to be brought on behalf of a class of persons. To the best of Seller's knowledge and unless the Department's Administrative Oversight allegations prevail, TSLIC has duly complied, in respect of its operations, real property, equipment, all other property, practices, and all other aspects of its business, with all applicable laws (whether statutory or otherwise), rules, regulations, orders, ordinances, judgments, and decrees of all governmental authorities (Federal, State, Local or otherwise).įrom the date of this Agreement - through the Closing Date (or the termination of this Agreement), Sellers shall cause FSIC and TSLIC to file all Statutory Financial Statements with the Commissioners in a timely manner and to provide copies of such Statutory Financial Statements to Purchaser within five (5) business days after filing. At the time of Closing, there will be no outstanding options, warrants, or rights to purchase or acquire any of the stock of TSLIC, other than to Buyer.įrom time to time prior to the Closing, the Buyer and the Seller will deliver to the other supplemental information concerning events subsequent to the date hereof for inclusion in any Exhibit required to be delivered by the Buyer, by the Seller, or TSLIC hereunder, in order that any statement, representation, or warranty made in this Agreement, or in any such Exhibit, shall continue to be true, complete, and correct in all respects.
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