Common use of Compliance with Insurance Laws Clause in Contracts

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) 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 ProducersProducers ”) 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, 20082010, 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. (c) The representations and warranties set forth in this Section 3.12 are the sole and exclusive representations and warranties of the Company concerning Insurance Laws and Company Insurance Producers.

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, 20082010, 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) 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 The business and operations of the Company and each of its Subsidiaries Seller Entities have been conducted in compliance in all material respects 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 Body regulating the business, activities or operations of the Company and each of its Subsidiaries Seller Entities (collectively, “Insurance Laws”"INSURANCE LAWS"), and (ii) each . Notwithstanding the generality of the Company and foregoing, each Seller Entity, its Subsidiaries and their respective Affiliates, insurance producers, agencies, agents, managing general agents, wholesalers, brokers, solicitors, adjusters, customer representatives Franchisees and franchisees (collectively, the “Company Insurance Producers”) Dealers has marketed, sold and issued their respective products in compliance with applicable Insurance Laws applicable to the Acquired Business and in the respective jurisdictions in which such products have been sold, including, without limitation, limitation in compliance with (xi) all applicable Insurance Law prohibitions against “"redlining” " or withdrawal of business lines, (yii) all applicable requirements relating to disclosures to customers and insured and (ziii) all applicable requirements relating to insurance product projections and illustrations. In addition, except as set forth in SECTION 3.24(a) OF THE SELLER PARTIES DISCLOSURE SCHEDULE (x) there is no pending or, to the knowledge of Seller Parties, threatened charge by any Governmental Body that any Seller Entity has violated, nor any pending or, to the knowledge of Seller Parties, threatened investigation by any Government Body with respect to possible violations of, any applicable Insurance Laws; and (x) no Seller Entity is subject to any order or decree of any 57 Government Body relating specifically to such Person (as opposed to insurance companies generally). (b) Since January 1, 2008Except as set forth in SECTION 3.24(b) OF THE SELLER PARTIES DISCLOSURE SCHEDULE, each Company Seller Entity and its employees have all Permits and insurance and other exemptions, classifications, and similar documents required under applicable 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 Laws for or on behalf its conduct of the Company or any Acquired Business (each of its Subsidiaries was duly licensed and appointed which, an "INSURANCE PERMIT") as required by applicable Law it is currently conducted in the particular each jurisdiction (as listed in SECTION 3.24(b) OF THE SELLER PARTIES DISCLOSURE SCHEDULE) in which such Persons require such Insurance Permits. The Acquired Business has been and at the time that is being conducted in compliance in all material respects. (c) All such Company received Insurance Producer wrotePermits are in full force and effect, sold or produced businessand there is no Action pending or, except to the extent such non-compliance has not had and would not knowledge of Seller Parties, threatened which could reasonably be expected to havelead to the revocation, either individually amendment, failure to renew, limitation, modification, suspension or restriction of any such Insurance Permit. No Seller Entity is operating under any agreement or understanding with the regulatory authority of any state which in any way restricts its authority to conduct the aggregateAcquired Business or requires any such Person to take, a Material Adverse Effect on or refrain from taking, any action relating to the Companyconduct of the Acquired Business otherwise permitted by Law. (d) Seller Parties have made available for inspection by Buyer complete copies of all registrations, filings and submissions made since January 1, 1996 by any Seller Entity (including its employees) pursuant to or under any Insurance Laws.

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 The business and operations of the Company and each of its Subsidiaries Seller Entities have been conducted in compliance in all material respects 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 Body regulating the business, activities or operations of the Company and each of its Subsidiaries Seller Entities (collectively, “"Insurance Laws”"), and (ii) each . Notwithstanding the generality of the Company and foregoing, each Seller Entity, its Subsidiaries and their respective Affiliates, insurance producers, agencies, agents, managing general agents, wholesalers, brokers, solicitors, adjusters, customer representatives Franchisees and franchisees (collectively, the “Company Insurance Producers”) Dealers has marketed, sold and issued their respective products in compliance with applicable Insurance Laws applicable to the Acquired Business and in the respective jurisdictions in which such products have been sold, including, without limitation, limitation in compliance with (xi) all applicable Insurance Law prohibitions against “"redlining” " or withdrawal of business lines, (yii) all applicable requirements relating to disclosures to customers and insured and (ziii) all applicable requirements relating to insurance product projections and illustrations. In addition, except as set forth in Section 3.24(a) of the Seller Parties Disclosure Schedule (x) there is no pending or, to the knowledge of Seller Parties, threatened charge by any Governmental Body that any Seller Entity has violated, nor any pending or, to the knowledge of Seller Parties, threatened investigation by any Government Body with respect to possible violations of, any applicable Insurance Laws; and (x) no Seller Entity is subject to any order or decree of any Government Body relating specifically to such Person (as opposed to insurance companies generally). (b) Since January 1, 2008Except as set forth in Section 3.24(b) of the Seller Parties Disclosure Schedule, each Company Seller Entity and its employees have all Permits and insurance and other exemptions, classifications, and similar documents required under applicable 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 Laws for or on behalf its conduct of the Company or any Acquired Business (each of its Subsidiaries was duly licensed and appointed which, an "Insurance Permit") as required by applicable Law it is currently conducted in each jurisdiction (as listed in Section 3.24(b) of the particular jurisdiction Seller Parties Disclosure Schedule) in which such Persons require such Insurance Permits. The Acquired Business has been and at the time that is being conducted in compliance in all material respects. (c) All such Company received Insurance Producer wrotePermits are in full force and effect, sold or produced businessand there is no Action pending or, except to the extent such non-compliance has not had and would not knowledge of Seller Parties, threatened which could reasonably be expected to havelead to the revocation, either individually amendment, failure to renew, limitation, modification, suspension or restriction of any such Insurance Permit. No Seller Entity is operating under any agreement or understanding with the regulatory authority of any state which in any way restricts its authority to conduct the aggregateAcquired Business or requires any such Person to take, a Material Adverse Effect on or refrain from taking, any action relating to the Companyconduct of the Acquired Business otherwise permitted by Law. (d) Seller Parties have made available for inspection by Buyer complete copies of all registrations, filings and submissions made since January 1, 1996 by any Seller Entity (including its employees) pursuant to or under any Insurance Laws.

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, 20082010, 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. (c) The representations and warranties set forth in this Section 3.12 are the sole and exclusive representations and warranties of the Company concerning Insurance Laws and Company Insurance Producers.