PREMIUM DUE FROM THE CEDING COMPANY TO THE REINSURER
UNDER THIS AGREEMENT, THE CEDING COMPANY SHALL PAY THE ENTIRE AMOUNT OF SUCH
EXCISE TAX.
THE REINSURER SHALL REIMBURSE THE CEDING COMPANY FOR ANY SUCH
EXCISE TAX PAID BY THE CEDING COMPANY IN ACCORDANCE WITH SECTION 8.03.
ARTICLE XVII
REPRESENTATIONS, WARRANTIES AND COVENANTS
SECTION 17.01
REPRESENTATIONS AND WARRANTIES OF THE CEDING COMPANY.
THE
CEDING COMPANY HEREBY REPRESENTS AND WARRANTS TO THE REINSURER AS FOLLOWS:
(A)
ORGANIZATION AND QUALIFICATION.
THE CEDING
COMPANY IS A CORPORATION DULY INCORPORATED, VALIDLY EXISTING AND IN GOOD
STANDING UNDER THE LAWS OF THE STATE OF IOWA AND HAS ALL REQUISITE CORPORATE
POWER AND AUTHORITY TO OPERATE ITS BUSINESS AS NOW CONDUCTED, AND IS DULY
QUALIFIED AS A FOREIGN CORPORATION TO DO BUSINESS, AND, TO THE EXTENT LEGALLY
APPLICABLE, IS IN GOOD STANDING, IN EACH JURISDICTION WHERE THE CHARACTER OF ITS
OWNED, OPERATED OR LEASED PROPERTIES OR THE NATURE OF ITS ACTIVITIES MAKES SUCH
QUALIFICATION NECESSARY, EXCEPT FOR FAILURES TO BE SO QUALIFIED OR BE IN GOOD
STANDING THAT, INDIVIDUALLY OR IN THE AGGREGATE, DO NOT HAVE, AND WOULD NOT
REASONABLY BE EXPECTED TO HAVE, A MATERIAL ADVERSE EFFECT ON THE CEDING
COMPANY'S ABILITY TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT.
(B)
AUTHORIZATION.
THE CEDING COMPANY HAS ALL
REQUISITE CORPORATE POWER TO ENTER INTO, CONSUMMATE THE TRANSACTIONS
CONTEMPLATED BY AND CARRY OUT ITS OBLIGATIONS UNDER, THIS AGREEMENT.
THE
EXECUTION AND DELIVERY BY THE CEDING COMPANY OF THIS AGREEMENT, AND THE
CONSUMMATION BY THE CEDING COMPANY OF THE TRANSACTIONS CONTEMPLATED BY, AND THE
PERFORMANCE BY THE CEDING COMPANY OF ITS OBLIGATIONS UNDER, THIS AGREEMENT HAVE
BEEN DULY AUTHORIZED BY ALL REQUISITE CORPORATE ACTION ON THE PART OF THE CEDING
COMPANY.
THIS AGREEMENT HAS BEEN DULY EXECUTED AND DELIVERED BY THE CEDING
COMPANY, AND (ASSUMING DUE AUTHORIZATION, EXECUTION AND DELIVERY BY THE
REINSURER) THIS AGREEMENT CONSTITUTES THE LEGAL, VALID AND BINDING OBLIGATION OF
THE CEDING COMPANY, ENFORCEABLE AGAINST IT IN ACCORDANCE WITH ITS TERMS, SUBJECT
TO THE EFFECT OF ANY APPLICABLE BANKRUPTCY, REORGANIZATION, INSOLVENCY,
MORATORIUM, OR SIMILAR LAWS RELATING TO OR AFFECTING CREDITORS' RIGHTS
GENERALLY.
(C)
NO CONFLICT.
THE EXECUTION, DELIVERY AND
PERFORMANCE BY THE CEDING COMPANY OF, AND THE CONSUMMATION BY THE CEDING COMPANY
OF THE TRANSACTIONS CONTEMPLATED BY, THIS AGREEMENT DO NOT AND WILL NOT
(I) VIOLATE OR CONFLICT WITH THE ORGANIZATIONAL DOCUMENTS OF THE CEDING COMPANY,
(II) CONFLICT WITH OR VIOLATE ANY STATUTE, LAW, ORDINANCE, RULE, REGULATION,
JUDGMENT, DECREE, ORDER, INJUNCTION, WRIT, PERMIT OR LICENSE OF ANY GOVERNMENTAL
AUTHORITY
28
APPLICABLE TO THE CEDING COMPANY OR BY WHICH IT OR ITS PROPERTIES OR ASSETS IS
BOUND OR SUBJECT, OR (III) RESULT IN ANY BREACH OF, OR CONSTITUTE A DEFAULT (OR
EVENT WHICH, WITH THE GIVING OF NOTICE OR LAPSE OF TIME, OR BOTH, WOULD BECOME A
DEFAULT) UNDER, OR GIVE TO ANY PERSON ANY RIGHTS OF TERMINATION, ACCELERATION OR
CANCELLATION OF, ANY AGREEMENT, LEASE, NOTE, BOND, LOAN OR CREDIT AGREEMENT,
MORTGAGE, INDENTURE OR OTHER INSTRUMENT, OBLIGATION OR CONTRACT OF ANY KIND TO
WHICH THE CEDING COMPANY