Insurance Business. All insurance policies issued by any Regulated Insurance Company are, to the extent required under applicable law, on forms approved by the insurance regulatory authorities of the jurisdictions where issued or have been filed with and not objected to by such authorities within the period for objection, except for those forms with respect to which a failure to obtain such approval or make such a filing without it being objected to, either individually or in the aggregate, has not had, and could not reasonably be expected to have, a Material Adverse Effect.
Insurance Business. Any insurances or reinsurances falling within the definition of “contract of insurance” in Article 3(1) of the Financial Services and Markets Xxx 0000 (Regulated Activities) Order 2001 together with insurances concluded under any contracts for insurance made by the Underwriting Agent where the Broker is the coverholder or the placing broker.
Insurance Business. (a) All policies, binders, slips, certificates, guaranteed insurance contracts, annuity contracts and participation agreements and other agreements of insurance, whether individual or group, in effect as of the date hereof (including all applications, supplements, endorsements, riders and ancillary documents in connection therewith) that are issued by a Company Insurance Entity, and any and all marketing materials are, to the extent required under applicable Insurance Laws, on forms and at rates approved by the insurance regulatory authority of the jurisdiction where issued or, to the extent required by applicable Laws, have been filed with and not objected to by such authority within the period provided for objection, except that would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect.
(b) Except to the extent prohibited by applicable Law, the Company has made available to Parent true and complete copies of (i) any material reports on financial examination (including draft reports where final reports are not yet available) and (ii) any material reports on market conduct examination (including draft reports where final reports are not yet available), in the case of each of (i) and (ii) delivered by any insurance regulatory authority in respect of any Company Insurance Entity since December 31, 2018 through the date hereof.
(c) Except as would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect, since December 31, 2018, to the Knowledge of the Company, (i) each Producer, at the time such Producer sold or produced any Insurance Contract, was duly and appropriately appointed by a Company Insurance Entity, in compliance with applicable Law, to act as a Producer for a Company Insurance Entity and was duly and appropriately licensed as a Producer (for the type of business sold or produced by such Producer on behalf of a Company Insurance Entity), in each jurisdiction in which such Producer was required to be so licensed and no such Producer violated any term or provision of applicable Law relating to the sale or production of any Insurance Contract, (ii) no Producer has breached the terms of any agency or broker contract with a Company Insurance Entity or violated any Law or policy of a Company Insurance Entity in the solicitation, negotiation, writing, sale or production of business for any Company Insurance Entity and (iii) no Producer has been enjoined, indic...
Insurance Business. (a) Except as set forth in Section 3.13 of the Seller Disclosure Schedule, since December 31, 2014 any application, form of insurance policy, certificates of insurance, riders, endorsements, advertising material, rate, rule or producer compensation utilized by the Seller and its Affiliates (solely with respect to, and to the extent related to, the Business), the use or issuance of which requires filing or approval, has been appropriately filed, and, if required, approved by the Insurance Regulator of any state in which such application forms, forms of insurance policies, advertising materials and rates and rules are required to be filed and (as applicable) approved or not objected to by such authorities within the period provided for approval or objection, except for failures to effect such filings or secure such approvals, which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. All such application forms, forms of insurance policies, advertising materials and rates or rules are utilized in compliance in all material respects with all Applicable Laws and within the scope of the approvals (if any) received with respect thereto. No material deficiencies have been asserted by any Governmental Authority with respect to any such filings or compliance with the filings or approvals issued by the Insurance Regulators which have not been cured or otherwise resolved.
(b) The underwriting standards and ratings applied by the Ceding Company since such date with respect to Group Contracts have conformed in all material respects to those contained in the underwriting manuals utilized by the Ceding Company, as in effect at the times such Group Contracts were underwritten.
(c) Since December 31, 2014, Seller and any applicable Affiliates have timely paid in all material respects all guaranty fund assessments that have been due, claimed or asserted by, or are the subject of any voluntary contribution commitment to, any state guaranty fund or association or any Insurance Regulator in any jurisdiction in which Seller or any applicable Affiliate operates the Business arising out of or resulting from such operation of the Business by Seller and its Affiliates. Except for regular periodic assessments in the ordinary course of business or assessments based on developments that are publicly known within the insurance industry, no material claim or assessment is pending or, to the Knowledge of Seller, threatened against Seller o...
Insurance Business. All insurance policies issued by any Significant Insurance Subsidiary are, to the extent required under applicable law, on forms approved by the insurance regulatory authorities of the jurisdiction where issued or have been filed with and not objected to by such authorities within the period provided for objection, except for those forms with respect to which a failure to obtain such approval or make such a filing without it being objected to, either individually or in the aggregate, has not had, and would not reasonably be expected to have, a Material Adverse Effect.
Insurance Business. (a) All XXX Insurance Contracts that are In Force as of the date of this Agreement and any and all marketing materials utilized by XXX and its Subsidiaries in the marketing and sale of XXX Insurance Contracts since December 31, 2018, are, to the extent required under applicable Laws, on forms and at rates approved by the Insurance Regulator of the jurisdiction where issued or, to the extent required by applicable Laws, have been filed with and not objected to by such authority within the period provided for objection, except as would not, individually or in the aggregate, have a XXX Material Adverse Effect.
(b) Except as would not, individually or in the aggregate, have a XXX Material Adverse Effect, since December 31, 2018, to the Knowledge of XXX, (i) each XXX Producer, at the time such XXX Producer sold or produced any XXX Insurance Contract, was duly and appropriately appointed by a XXX Insurance Company, in compliance with applicable Law, to act as a XXX Producer for a XXX Insurance Company and was duly and appropriately licensed as a XXX Producer (for the type of business sold or produced by such XXX Producer on behalf of a XXX Insurance Company), in each jurisdiction in which such XXX Producer was required to be so licensed, and no such XXX Producer violated any term or provision of applicable Law relating to the sale or production of any XXX Insurance Contract, (ii) no XXX Producer has breached the terms of any agency or broker contract with a XXX Insurance Company or violated any Law or policy of a XXX Insurance Company in the solicitation, negotiation, writing, sale or production of business for any XXX Insurance Company, (iii) no XXX Producer has been enjoined, indicted, convicted or made the subject of any consent decree or judgment on account of any violation of applicable Law in connection with such XXX Producer’s actions in his, her or its capacity as a XXX Producer for a XXX Insurance Company or any enforcement or disciplinary proceeding alleging any such violation and (iv) neither XXX nor any XXX Insurance Company has received any written notice or inquiry from any Governmental Authority with respect to any XXX Producer regarding any of the matters described in clauses (i) through (iii), or the XXX Producer’s compliance therewith. Except as would not, individually or in the aggregate, have a XXX Material Adverse Effect, there are no outstanding (x) disputes with XXX Producers concerning commissions or other incentive compensation, (y) to t...
Insurance Business. (a) Each Subsidiary of the Company that underwrites insurance (specifically, TLIC, FBLIC and TAI, each, an “Insurance Company”) is (i) duly licensed or authorized as an insurance company in its jurisdiction of domicile; (ii) duly licensed, authorized or otherwise eligible to transact the business of insurance in each other jurisdiction where it is required to be so licensed, authorized or eligible; and (iii) duly licensed, authorized or eligible in its jurisdiction of organization and each other applicable jurisdiction to write each line of insurance reported as being written in the Statutory Statements. Each jurisdiction in which any Insurance Company is domiciled, commercially domiciled, licensed, authorized or eligible to conduct its business as presently conducted is set forth in Section 4.17(a) of the Company Disclosure Schedule. All of the insurance licenses held by each Insurance Company are in good standing and full force and effect, and none of such insurance licenses is subject to any conditions or limitations except as set forth therein. There is no Proceeding pending or, to the Knowledge of the Company, threatened which would reasonably be expected to lead to the revocation, amendment, failure to renew, limitation, suspension or restriction of any license, authorization or eligibility of any Insurance Company to transact the business of insurance as presently conducted. All applications required to have been filed for the renewal of each insurance license have been duly filed on a timely basis with the appropriate Governmental Authority, and all other material filings required to have been made with respect to each license have been duly made on a timely basis with the appropriate Governmental Authority.
(b) The Company has made available to Buyer prior to the date hereof complete and correct copies of all reports (or the most recent drafts thereof, to the extent any final reports are not available) since January 1, 2019 relating to any financial or market conduct or other examinations of the Company or any of its Subsidiaries conducted by any Insurance Department, and all material correspondence, orders, filings, inquiries and communications relating to the Company or any of its Subsidiaries received from or delivered to any applicable Insurance Department since January 1, 2019. There are no examinations, investigations or material inquiries by any Insurance Department in progress with respect to the Company or any of its Subsidiaries (other t...
Insurance Business. Without the prior written consent of the Lender no Consolidated Company may engage in any business in the nature of an insurance company, in which the Consolidated Company assumes the risk as an insurer.
Insurance Business. All policies of insurance issued by the GNAC Insurance Subsidiaries and in force on the date hereof are, and on the Closing Date will be, to the extent required by Applicable Law, in all material respects on forms approved by applicable insurance regulatory authorities or which have been filed with and not objected to by such authorities within the period provided for such objection, except as could not reasonably be expected to have a GNAC Material Adverse Effect. Any premium rates required to be filed with or approved by insurance regulatory authorities have been so filed or approved and the premiums charged conform thereto in all material respects, except as could not reasonably be expected to have a GNAC Material Adverse Effect.
Insurance Business. All insurance policies issued by any Group Member are, to the extent required under applicable law, on forms approved by the insurance regulatory authorities of the jurisdiction where issued or have been filed with and not objected to by such authorities within the period provided for objection, except for those forms with respect to which a failure to obtain such approval or make such a filing without it being objected to, either individually or in the aggregate, has not had, and would not reasonably be expected to have, a Material Adverse Effect.
