Compliance with Insurance Laws. Except as described in the Disclosure Package and the Prospectus, each of the Issuer and its insurance subsidiaries is duly registered, licensed or admitted as an insurer or reinsurer or as an insurance holding company, as the case may be, under applicable insurance holding company statutes or other insurance laws (including laws that relate to companies that control insurance companies) and the rules, regulations and interpretations of the insurance regulatory authorities thereunder (collectively, “Insurance Laws”) in each jurisdiction where it is required to be so licensed or admitted to conduct its business as described in the Disclosure Package and the Prospectus, except where the failure to be so registered, licensed or admitted would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as described in the Disclosure Package and the Prospectus, each of the Issuer and its insurance subsidiaries has all other necessary authorizations, approvals, orders, consents, certificates, permits, registrations and qualifications of and from, and has made all declarations and filings with, all insurance regulatory authorities necessary to conduct their respective businesses as described in the Disclosure Package and the Prospectus, and all of the foregoing are in full force and effect, except where the failure to have such authorizations, approvals, orders, consents, certificates, permits, registrations or qualifications, the failure to make such declarations and filings, or the failure to be in full force and effect would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as otherwise described in the Disclosure Package and the Prospectus, none of the Issuer nor any of its insurance subsidiaries has received any notification from any insurance regulatory authority to the effect that any additional authorization, approval, order, consent, certificate, permit, registration or qualification is needed to be obtained by either the Issuer or any of its insurance subsidiaries to conduct its business as currently conducted, except where the failure to have such additional authorization, approval, order, consent, certificate, permit, registration or qualification would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as otherwise described in the Disclosure Package and the Prospectus, no insurance regulatory authorit...
Compliance with Insurance Laws. (a) Except to the extent such non-compliance has not had and would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on the Company, (i) the business, activities and operations of the Company and each of its Subsidiaries have been conducted in compliance with all applicable insurance statutes, regulations, orders, decrees, rules, pronouncements, ordinances, bulletins, market conduct recommendations, licensing requirements, writs, injunctions, directives, judgments, settlement agreements, principles of common law, constitutions and treaties enacted, promulgated, issued, enforced or entered by any Governmental Authority regulating the business, activities or operations of the Company and each of its Subsidiaries (collectively, “Insurance Laws”), and (ii) each of the Company and its Subsidiaries and their respective Affiliates, insurance producers, agencies, agents, managing general agents, wholesalers, brokers, solicitors, adjusters, customer representatives and franchisees (collectively, the “Company Insurance Producers”) has marketed, sold and issued their respective products in compliance with applicable Insurance Laws and in the respective jurisdictions in which such products have been sold, including, without limitation, in compliance with (x) all applicable Insurance Law prohibitions against “redlining” or withdrawal of business lines, (y) all applicable requirements relating to disclosures to customers and insured and (z) all applicable requirements relating to insurance product projections and illustrations.
(b) Since January 1, 2008, each Company Insurance Producer that was or is required to hold a permit, certification, approval, registration, consent, authorization, franchise, variance, exemption or order issued by a Governmental Authority to write, sell or produce insurance products for or on behalf of the Company or any of its Subsidiaries was duly licensed and appointed as required by applicable Law in the particular jurisdiction in which and at the time that such Company Insurance Producer wrote, sold or produced business, except to the extent such non-compliance has not had and would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on the Company.
Compliance with Insurance Laws. (a) Agent, each Holder and each Obligor acknowledge and agree that Agent’s and Holders’ exercise of specific remedies available under this Agreement may be restricted pursuant to applicable insurance laws, including laws requiring Agent or Holders to obtain prior approval of a change in control of an insurance company before foreclosing or transferring ownership of the stock thereof, the Shares or other provisions of any insurance holding company act.
(b) This Agreement and the other Note Documents and the transactions contemplated hereby and thereby (i) do not and will not constitute, create, or have the effect of constituting or creating, directly or indirectly, actual or practical ownership of MIC by Agent or any Holder, individually or collectively, or Control, affirmative or negative, direct or indirect, by Agent or any Holder, individually or collectively or any other person or entity over the management or any other aspect of the operation of MIC, in each case in any way that could be deemed to violate the Insurance Laws and (ii) do not and will not constitute the transfer, assignment or disposition in any manner, voluntarily or involuntarily, directly or indirectly, of any Insurance License by MIC in any way that could be deemed to violate the Insurance Laws.
(c) Notwithstanding any other provision of this Agreement, any foreclosure, sale, transfer, assignment or other disposition of, or the exercise of any right to vote or consent with respect to, any of the Collateral as provided herein which would effect an assignment or a transfer of Control of any insurance company, shall be made pursuant to and in compliance in all material respects with all Insurance Laws applicable thereto and, if and to the extent required thereby, subject to the prior approval of any domiciliary insurance regulator with jurisdiction thereover (an “Insurance Regulatory Agency”).
(d) Subject to Section 11(c) hereof and the Intercreditor Agreement, if an Event of Default shall have occurred and be continuing, each Obligor shall take any action which Agent may request in order to transfer Control or assign to Agent or any Holder, or to such one or more third Persons as Agent may designate, or to a combination of the foregoing, any Collateral in a manner that complies with applicable Insurance Laws or to otherwise exercise any remedy otherwise available hereunder in compliance therewith. Agent and Holders may seek to take any action permitted by applicable law, this Agreement ...
Compliance with Insurance Laws. Without limiting the representations and warranties contained in Sections 4.1(q) and (u), except as set forth in Section 4.1(r) of the Disclosure Schedule:
(1) To the Knowledge of the Seller Parties, the Company is in compliance in all material respects with the requirements of the insurance laws and regulations of the State of Oklahoma and the insurance laws and regulations of other jurisdictions which are applicable to its operations, and has filed all notices, reports, statements, registrations, documents and other information required to be filed thereunder; and the Company has received no notification from any insurance regulatory authority to the effect that any additional permit or license from such insurance regulatory authority is needed to be obtained by the Company.
(2) The Company is not undergoing any statutory or similar examination of its books, records, accounts or business by any federal or state regulatory agency or other Governmental Authority.
(3) The Company belongs to all guaranty fund associations, pools, bureaus, and similar organizations required by applicable law in Oklahoma and in each other jurisdiction in which the Company maintains a Surplus or Excess Lines Qualification in order for the Company to conduct its business in such jurisdiction and has paid or will pay all assessments or other amounts due to such guaranty fund associations or similar organizations for all periods through the Closing Date.
Compliance with Insurance Laws. Each of the Company’s subsidiaries engaged in the business of insurance (collectively, the “Insurance Subsidiaries” and, individually, an “Insurance Subsidiary”) is in compliance with the requirements of the insurance laws and regulations of its jurisdiction of incorporation and the insurance laws and regulations of other jurisdictions which are applicable to such Insurance Subsidiary and has filed all notices, reports, rates, forms, documents or other information required to be filed thereunder (“Insurance Notices”), in each case, with such exceptions as would not, individually or in the aggregate, have a Material Adverse Effect, and, no Insurance Subsidiary has received any notification from any insurance regulatory authority to the effect that any additional authorization, approval, order, consent, license, certificate, permit, registration or qualification (“Insurance Approvals”) from such insurance regulatory authority is needed to be obtained by any Insurance Subsidiary, in each case, with such exceptions as would not, individually or in the aggregate, have a Material Adverse Effect.
Compliance with Insurance Laws. Except where such violations or failures would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Company and each of its subsidiaries that is engaged in the business of insurance (each, an “Insurance Subsidiary”) is duly licensed or registered as a holding company or as an insurer, as the case may be, under the insurance laws (including laws that relate to companies that control insurance companies) and the rules, regulations and interpretations of the insurance regulator authorities thereunder (collectively, “Insurance Laws”), of each jurisdiction in which the conduct of its business as described in the Registration Statement or the Prospectus requires such licensing (each such license, an “Insurance License”) or registration. Each of the Company and its Insurance Subsidiaries has made all required filings under applicable Insurance Laws in each jurisdiction where such filings are required. Each Insurance Subsidiary has all other necessary authorizations, approvals, orders, consents, certificates, permits, registrations and qualifications of and from all insurance regulatory authorities (together with the Insurance Licenses, the “Insurance Licenses and Authorizations”) necessary to conduct its business as described in the Registration Statement and the Prospectus and all of the foregoing are in full force and effect. Each Insurance Subsidiary has fulfilled and performed all obligations necessary to maintain the Insurance Licenses and Authorizations. There is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or investigation that would result in the revocation, termination or suspension of any of the Insurance Licenses and Authorizations. None of the Company or any of its Insurance Subsidiaries has received any notification from any insurance regulatory authority or other governmental authority to the effect that any additional Insurance Licenses and Authorizations are needed to be obtained by either the Company or any of its Insurance Subsidiaries.
Compliance with Insurance Laws. Without limiting the representations and warranties contained elsewhere in this Agreement, except as set forth in SCHEDULE 2.31:
(a) The Company has since January 1, 1992, made all reports required under applicable insurance statutes. SCHEDULE 2.31 sets forth the licenses held by the Company under all applicable insurance or other similar laws. Other than the licenses listed in SCHEDULE 2.31, the Company is not required to hold any other license, permit or authorization under the insurance laws of any state other than the State of Texas to conduct its business as presently conducted. The Company has all other necessary Permits of and from all insurance regulatory authorities to conduct its business as presently conducted.
(b) To the best of the Shareholders' knowledge, the dental plan products offered and sold by the agents of the Company have been and are offered and sold in compliance with the requirements of all relevant laws and regulations, in each case. The Company has not received any notification from any insurance regulatory authority to the effect that any additional Permit is needed to be obtained by it. The Company has not since January 1, 1992, ever, entered into or been subject to any judgment, consent decree, compliance order or administrative order other than any issued in the ordinary course of business with respect to any insurance or other similar law or, other than in the ordinary course of business, received any request for information, notice, demand letter, administrative inquiry or formal or informal complaint or claim with respect to any insurance or other similar law or the enforcement of any such law.
(c) Since January 1, 1992, the Company has not failed to comply with any applicable statute, ordinance, order, rule or regulation, or failed to obtain any Permit in the State of Texas, or, to the best knowledge of the Shareholders, in any jurisdiction other than the State of Texas in which the Company is conducting or has prior to the date hereof conducted any activities.
Compliance with Insurance Laws. This Indenture and the transactions contemplated hereby (i) do not and will not constitute, create, or have the effect of constituting or creating, directly or indirectly, actual or practical ownership of the Company or any Subsidiary of the Company by the Trustee or any Holder, or control, affirmative or negative, direct or indirect, by the Trustee or any Holder or any other person or entity over the management or any other aspect of the operation of the Company or any Subsidiary of the Company, in each case in any way that could be deemed to violate any applicable insurance law or regulation and (ii) do not and will not constitute the transfer, assignment or disposition in any manner, voluntarily or involuntarily, directly or indirectly, of any insurance license by the Company or any Subsidiary of the Company in any way that could be deemed to violate any applicable insurance law or regulation. Neither the Trustee nor any Holder shall take any action or effect any remedy under this Indenture contrary to the foregoing sentence.
Compliance with Insurance Laws. Each of the Company and its Significant Subsidiaries (i) is in compliance with the applicable requirements of the insurance statutes, including the statutes relating to companies which control insurance companies, and the rules, regulations and interpretations of the insurance regulatory authorities thereunder (“Insurance Laws”) of its jurisdiction of incorporation, and (ii) has filed all reports, information statements, documents, and other information required to be filed thereunder, except in the case of the foregoing clauses (i) and (ii) where the failure to comply would not, individually or in the aggregate, result in a Material Adverse Change; each of the Company and its Significant Subsidiaries (as applicable) maintains its books and records in accordance with and is in compliance with the Insurance Laws of other jurisdictions which are applicable to any of them, except where the failure to comply would not, individually or in the aggregate, result in a Material Adverse Change. No insurance regulatory agency or body has issued any order or decree impairing, restricting or prohibiting in any material respect the payment of any dividends by the Company or any Significant Subsidiary or the continuation of the business of any of them as currently conducted.
Compliance with Insurance Laws. Without limiting the representations and warranties contained in Sections 2.12 and 2.18 above, except as set forth in Schedule 2.19:
(a) The Company has made all required filings and reports under applicable insurance holding company statutes.
(b) The Company is in compliance in all material respects with the requirements of the insurance laws and regulations of Texas and the insurance laws and regulations of other jurisdictions which are applicable to its operations, and has filed all notices, reports, statements, registrations, documents or other information required to be filed thereunder; and the Company has received no notification from any insurance regulatory authority to the effect that any additional permit or license from such insurance regulatory authority is needed to be obtained by the Company.
(c) The Company is not undergoing any statutory or similar examination of its books, records, accounts or business by any federal or state regulatory agency or other Governmental Entity.
(d) The Company belongs to all guaranty fund associations, pools, bureaus, and similar organizations required by applicable law for the Company to conduct its business and has paid or will pay all assessments or other amounts due to such guaranty fund associations or similar organizations for all periods through the Closing Date.
