Common use of Agreements with Regulators Clause in Contracts

Agreements with Regulators. Except as required by Insurance Laws of general applicability and the insurance licenses maintained by its Insurance Entities or as does not have and would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect, there are no written agreements, memoranda of understanding, commitment letters or similar undertakings binding on it or any of its subsidiaries or to which it or any of its subsidiaries is a party, on one hand, and any Governmental Entity is a party or addressee, on the other hand, or any orders or directives by, or supervisory letters or cease-and-desist orders from, any Governmental Entity, nor has it nor any of its subsidiaries adopted any board resolution at the request of any Governmental Entity, in each case specifically with respect to it or any of its subsidiaries, which (a) limit the ability of it or any of its Insurance Entities to issue Policies or enter into Reinsurance Agreements; (b) require any divestiture of any investment of any subsidiary; (c) in any manner relate to the ability of any of its subsidiaries to pay dividends; (d) require any investment of its Insurance Entities to be treated as non-admitted assets (or the local equivalent) or (e) otherwise restrict the conduct of business of it or any subsidiary, nor has it been advised by any Governmental Entity that it is contemplating any such undertakings.

Appears in 3 contracts

Samples: Agreement and Plan of Amalgamation (Validus Holdings LTD), Agreement and Plan of Amalgamation (Max Capital Group Ltd.), Agreement and Plan of Amalgamation (Ipc Holdings LTD)

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Agreements with Regulators. Except as required by Insurance Laws insurance laws of general applicability and the insurance licenses maintained by its any of the Insurance Entities (as defined below) or as does is not have and would not be reasonably expected to havebe material to it and its Subsidiaries, individually or in the aggregate, taken as a Material Adverse Effectwhole, there are no written agreements, memoranda of understanding, commitment letters or similar undertakings binding on it or any of its subsidiaries Insurance Entity or to which it or any of its subsidiaries Insurance Entity is a party, on one hand, and any Governmental Entity Authority is a party or addressee, on the other hand, or any orders or directives by, or supervisory letters or cease-and-desist orders from, any Governmental EntityAuthority, nor has it nor any of its subsidiaries Insurance Entity adopted any board resolution at the request of any Governmental EntityAuthority, in each case specifically with respect to it or any of its subsidiariesInsurance Entity, which (a) limit its ability or the ability of it or any of its Insurance Entities Entity to issue Policies or enter into Reinsurance AgreementsAgreements in any respect; (b) require any divestiture of any investment of any subsidiaryof its Subsidiary; (c) in any manner relate to its ability or the ability of any of its subsidiaries Subsidiaries to pay dividends; (d) require any investment of its the Insurance Entities to be treated as non-admitted assets (or the local equivalent) or (e) otherwise restrict the conduct of business of it or any subsidiaryInsurance Entity in any respect, nor has it been advised by any Governmental Entity Authority that it such authority is contemplating any such undertakings.

Appears in 1 contract

Samples: Transaction Agreement (Partnerre LTD)

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Agreements with Regulators. Except as required by Insurance Laws of general applicability and the insurance licenses maintained by its Insurance Entities or as does not have and would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect, there are no written agreements, memoranda of understanding, commitment letters or similar undertakings binding on it or any of its subsidiaries or to which it or any of its subsidiaries is a party, on one hand, and any Governmental Entity is a party or addressee, on the other hand, or any orders or directives by, or supervisory letters or cease-and-desist orders from, any Governmental Entity, nor has it nor any of its subsidiaries adopted any board resolution at the request of any Governmental Entity, in each case specifically with respect to it or any of its subsidiaries, which (a) limit the ability of it or any of its Insurance Entities to issue Policies or enter into Reinsurance Agreements; (b) require any divestiture of any investment of any subsidiary; (c) in any manner relate to the ability of any of its subsidiaries to pay dividends; (d) require any investment of its Insurance Entities to be treated as non-non- admitted assets (or the local equivalent) or (e) otherwise restrict the conduct of business of it or any subsidiary, nor has it been advised by any Governmental Entity that it is contemplating any such undertakings.

Appears in 1 contract

Samples: Agreement and Plan of Amalgamation (Validus Holdings LTD)

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