SAP means, as to any insurance or reinsurance company, the statutory accounting principles prescribed or permitted by Applicable Law related to insurance and the insurance regulatory authorities as of the date hereof, in each case, of the jurisdiction in which such company is domiciled.
Seller Indemnitees has the meaning set forth in Section 8.03(a).
Specified Data means the factual data and information described in Schedule IV.
Specified Material Adverse Effect has the meaning given to Material Adverse Effect without giving effect to the items set forth in clause (a)(y) or the proviso to clause (a) in the definition thereof.
Specified Representations means the representations and warranties set forth in Sections 3.08 (Appraisal), 3.12 (Specified Data), 3.14 (ERISA) and 3.15 (Reserves).
Tax or Taxes means any and all federal, state, provincial, foreign or local income, gross receipts, premium, capital stock, franchise, profits, withholding, social security, unemployment, disability, real property, ad valorem/personal property, stamp, goods and services, harmonized sales, excise, occupation, sales, use, transfer, value added, alternative minimum, estimated or other tax, fee, duty, levy, custom, tariff, impost, assessment or charge of the same or of a similar nature to any of the foregoing, including any interest, penalty or addition thereto.
Third Party Accountant means an independent accounting firm with actuarial experience and experience related to insurance or reinsurance and reinsurance settlement disputes that is independent and impartial and mutually acceptable to the Ceding Companies and Buyer.
Third Party Claim has the meaning set forth in Section 8.05(b).
Transaction IMR Amount has the meaning set forth in the Reinsurance Agreements.
Transfer Taxes means any and all sales, use, value added, stamp, documentary, filing, recording, transfer, real estate, stock transfer, intangible property transfer, personal property transfer, gross receipts, registration, securities transactions, conveyance and notarial Taxes, and similar fees, Taxes and governmental charges (together with any interest, penalty, addition to Tax and additional amount imposed in respect thereof) arising out of or in connection with the transactions contemplated by this Agreement.
Transferred Investment Assets means the assets forth in Phase 1 Annex A or in Phase 2 Annex A, as applicable.
Trust Account means the PLA Trust Account, the PRL Trust Account or the UA Trust Account, as applicable.