Common use of Insurance Business Clause in Contracts

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, indicted, convicted or made the subject of any consent decree or judgment on account of any violation of applicable Law in connection with such Producer’s actions in his, her or its capacity as a Producer for a Company Insurance Entity or any enforcement or disciplinary proceeding alleging any such violation.

Appears in 4 contracts

Samples: Merger Agreement (Fidelity National Financial, Inc.), Merger Agreement (Fidelity National Financial, Inc.), Merger Agreement (FGL Holdings)

AutoNDA by SimpleDocs

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 Parent 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 Parent Material Adverse Effect. (b) Except to the extent prohibited by applicable Law, the Company Parent has made available to Parent the Company 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 Parent 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 Parent Material Adverse Effect, since December 31, 2018, to the Knowledge of the CompanyParent, (i) each Producer, at the time such Producer sold or produced any Insurance Contract, was duly and appropriately appointed by a Company Parent Insurance Entity, in compliance with applicable Law, to act as a Producer for a Company Parent 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 Parent 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 Parent Insurance Entity or violated any Law or policy of a Company Parent Insurance Entity in the solicitation, negotiation, writing, sale or production of business for any Company Parent Insurance Entity and (iii) no 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 Producer’s actions in his, her or its capacity as a Producer for a Company Parent Insurance Entity or any enforcement or disciplinary proceeding alleging any such violation.

Appears in 4 contracts

Samples: Merger Agreement (Fidelity National Financial, Inc.), Merger Agreement (FGL Holdings), Merger Agreement (Fidelity National Financial, Inc.)

Insurance Business. (a) All policiesinsurance policies and contracts, together with all binders, slips, certificates, guaranteed insurance contractsendorsements and riders thereto, annuity contracts and participation agreements and other agreements of insurance, whether individual or group, that are in effect as of the date hereof of this Agreement and issued, reinsured or assumed by the Insurance Company (including all applications, supplements, endorsements, riders and ancillary documents in connection therewith“Insurance Contracts”) 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 as 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 clauses (i) and (ii) delivered by any insurance regulatory authority Insurance Regulators in respect of any Company Insurance Entity Subsidiary since December 31, 2018 2021 through the date hereofof this Agreement. All material deficiencies or violations noted in the financial and market conduct examination reports of any Insurance Regulators received by the Insurance Company since December 31, 2021 have been resolved to the reasonable satisfaction of the Governmental Authority that noted such deficiency or violations. (c) Except as would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect, since December 31, 20182021, to the Knowledge of the Company, (i) each Producer, at the time such Producer sold wrote, sold, solicited, produced, serviced or produced adjusted business, or performed such other act for or on behalf of the Company or any Insurance Contractof its Subsidiaries that may require a producer’s, solicitor’s, broker’s, adjusters’ or other insurance license, was duly licensed and appropriately appointed by a Company Insurance Entityappointed, in compliance with where required, as an insurance producer, managing general agent, third-party administrator, broker, solicitor or adjuster, as 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 written, sold or produced by such Producer on behalf of a Company Insurance Entityinsurance producer, agency, managing general agent, third-party administrator, broker, solicitor, adjuster or customer representative), in each the particular jurisdiction in which such Producer was required to be so licensed and no wrote, sold, produced, solicited or serviced such Producer violated any term or provision of applicable Law relating to the sale or production of any Insurance Contractbusiness, (ii) no Producer has breached the terms of any agency or broker contract with a Company Insurance Entity Subsidiary or violated any Law or policy of a Company Insurance Entity Subsidiary in the solicitation, negotiation, writing, sale or production of business for any Company Insurance Entity Subsidiary and (iii) no 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 Producer’s actions in his, her or its capacity as a Producer for a Company Insurance Entity Subsidiary or any enforcement or disciplinary proceeding alleging any such violation. There are no outstanding (A) disputes between the Company or any Company Insurance Subsidiary, on the one hand, and any Producer, on the other hand, concerning material amounts of commissions or other incentive compensation, (B) to the Knowledge of the Company, material errors and omissions claims against any Producer in regard to any Insurance Contract related to or arising from the Producer’s relationship with the Company or any Company Insurance Subsidiary or (C) material amounts owed by any Producer to any Company Insurance Subsidiary, in each case, except as would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect. The manner in which the Company Insurance Subsidiaries compensate Producers involved in the solicitation, negotiation, writing, sale, production of business or servicing of Insurance Contracts is in compliance in all material respects with applicable Law. (d) Since December 31, 2021, the Company Insurance Subsidiaries have complied in all material respects with applicable Law relating to (i) anticompetitive activities; (ii) unlawful rebating and inducements, excess fees and charges, sharing commissions with, or otherwise “aiding and abetting” an unlicensed Producer or insurance carrier (including through the payment of excessive or improperly contingent referral fees), improper sales, and other unfair insurance trade practices; (iii) all regulatory and other requirements of any Governmental Authority relating to trust accounts and insurance premium liability; (iv) market conduct recommendations resulting from audits, examinations or investigations by any Governmental Authority; and (v) unclaimed property, escheatment and similar legal requirements.

Appears in 2 contracts

Samples: Merger Agreement (Vericity, Inc.), Merger Agreement (Vericity, Inc.)

Insurance Business. (a) All policies, binders, slips, certificates, guaranteed insurance contracts, annuity contracts and participation agreements certificates and other agreements of insurance, whether individual or group, insurance in effect as of the date hereof (including all applications, supplements, endorsements, riders and ancillary documents issued in connection therewith) that are issued by a Company the Insurance EntitySubsidiaries (collectively, and any and all marketing materials arethe “Insurance Contracts”), to the extent required under applicable Insurance Laws, are on forms and at rates approved by the applicable insurance regulatory authority of the jurisdiction where issued or, to the extent required by applicable Laws, authorities or have been filed with and not objected to by such authority insurance regulatory authorities within the period provided for objection, except that would not, individually or and such forms and rates comply in all material respects with the aggregate, reasonably be likely to have a Company Material Adverse Effectinsurance Laws applicable thereto. (b) Except Each Insurance Subsidiary is, where required (i) duly licensed or authorized as an insurance company in its jurisdiction of incorporation, (ii) duly licensed as an insurance company in each other jurisdiction where it is required to be so licensed, and (iii) duly authorized in its jurisdiction of incorporation and each other applicable jurisdiction to write or conduct each line of business reported as being written in the extent prohibited by Company SAP Statements. Since December 31, 2006, each Insurance Subsidiary has made, or caused to be made, all required filings under applicable Lawinsurance holding company statutes. Since December 31, 2006, each Insurance Subsidiary and, as applicable, the Company has made available to Parent true Employees on behalf of the Insurance Subsidiaries have marketed, sold 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), issued insurance products 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 hereofcompliance with all applicable Laws. (c) Except as would not, individually or in set forth on Section 3.22(c) of the aggregate, reasonably be likely to have a Company Material Adverse EffectDisclosure Schedule, since January 1, 2006, (i) neither Insurance Subsidiary has (A) received or been subject to any written notice, citation, suspension, revocation, warning, request of payment or refund, investigation, request for information or administrative proceeding or review by a Governmental or Regulatory Authority that alleges or asserts that an Insurance Subsidiary has violated any insurance Laws or that requires or seeks any adjustment, modification or alteration in an Insurance Subsidiary’s operations, activities, services or financial condition that has not been resolved, or (B) been subject to a corporate integrity agreement, deferred prosecution agreement, consent decree, settlement agreement or other similar agreements or orders mandating or prohibiting future or past activities, and (ii) neither Insurance Subsidiary has settled, or agreed to settle, any actions brought by any Governmental or Regulatory Authority for a violation of any insurance Laws. There are no restrictions imposed by any Governmental or Regulatory Authority upon the business, activities or services of any Insurance Subsidiary which would restrict or prevent such Insurance Subsidiary from operating as it currently operates. (d) There are no material accrued or unpaid or unreported liabilities or obligations with respect to claims or assessments made against any Insurance Subsidiary by an insurance guaranty association or similar organization in connection with such association’s or organization’s insurance guaranty fund or similar program. (e) Neither of the Insurance Subsidiaries has at any time after December 31, 20182006 had its License to conduct insurance business in any jurisdiction revoked or suspended and, to the Knowledge of the Company, no Action or Proceeding is pending in any jurisdiction with a review to revocation or suspension of any such License. Since December 31, 2006, neither of the Insurance Subsidiaries has been involved in an Action or Proceeding in any such jurisdiction with a view to revocation or suspension of any such License. (f) Since December 31, 2006, all material claims and benefits claimed by any Person under any Insurance Contract have been or will be paid (or provision for payment thereof has been made) in accordance with the terms of the Contracts under which they arose, and such payments were not materially delinquent and were paid without fines or penalties, except for any such claim or claim for benefits for which the Company or the respective Subsidiary reasonably believes there is a reasonable basis to contest payment and is taking (or is preparing to take) such action. (g) Each Insurance Subsidiary is entitled to take full credit in its SAP Statements for all reinsurance ceded since December 31, 2006 pursuant to any reinsurance or similar agreement to which it is or was a party, and all such agreements transfer such risk as would be required for such agreements to be properly accounted for as reinsurance. The only such agreement to which either Insurance Subsidiary currently is a party is the Automatic Reinsurance Agreement on a Coinsurance Basis, effective December 31, 1998, between American Federated Life Insurance Company and Munich American Reassurance Company, as amended effective December 31, 1999, as further amended effective December 31, 2000, and as further amended on November 18, 2003 (the “Reinsurance Agreement”), which agreement is in full force and effect. Neither AFLIC nor, to the Knowledge of the Company, Munich American Reassurance Company is in default as to any material provision of the Reinsurance Agreement. Prior to the date hereof a true, correct and complete copy of the Reinsurance Agreement was made available to Purchaser. (h) As of the date hereof, the financial strength or claims paying ability of (i) each ProducerAFLIC is rated b+ by A.M. Best Company, 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 AFIC is rated b++ by A.M. Best Company. No rating organization has breached publicly announced or privately informed either Insurance Subsidiary that it has under surveillance or review its rating of the terms financial strength or claims-paying ability of any agency or broker contract with a Company such 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, indicted, convicted or made the subject of any consent decree or judgment on account of any violation of applicable Law in connection with such Producer’s actions in his, her or its capacity as a Producer for a Company Insurance Entity or any enforcement or disciplinary proceeding alleging any such violationSubsidiary.

Appears in 1 contract

Samples: Master Purchase and Sale Agreement (Prospect Capital Corp)

AutoNDA by SimpleDocs

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 EntityContracts, and any and all marketing materials relating thereto 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 applicable Insurance Regulatory Authority or, to the extent required by applicable Laws, have been filed with and not objected to by such authority Insurance Regulatory Authority within the period provided for objection, except that as would not, individually or in the aggregate, reasonably be likely expected to have a Company Material Adverse Effect. (b) A true and complete copy of the actuarial report referenced in Section 4.12(b) of the Company Disclosure Letter has been made available to Parent prior to the date hereof (the “Outside Actuarial Analysis”). The information and data furnished by the Company or any Company Insurance Subsidiary to its outside actuary and used in the preparation of the Outside Actuarial Analysis were accurate in all material respects for the periods covered in the Outside Actuarial Analysis. (c) Neither the Company nor any of the Company Insurance Subsidiaries has, since June 30, 2014 through the date hereof, received any supervisory letter from, or adopted any policy, procedure or board or stockholder resolution at the request of, any Governmental Authority that materially restricts the conduct of its business or that gives rise to any capital maintenance obligations. (d) 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 Insurance Regulatory Authority in respect of any Company Insurance Entity Subsidiary since December 31January 1, 2018 2013 through the date hereof. (ce) Except as would not, individually or in the aggregate, reasonably be likely expected to have a Company Material Adverse Effect, since December 31June 30, 20182014, 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 EntitySubsidiary, in compliance with applicable Law, to act as a Producer for a Company Insurance Entity Subsidiary 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 EntitySubsidiary), 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 Subsidiary or violated any Law or policy of a Company Insurance Entity Subsidiary in the solicitation, negotiation, writing, sale or production of business for any Company Insurance Entity Subsidiary and (iii) no 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 Producer’s actions in his, her or its capacity as a Producer for a Company Insurance Entity Subsidiary or any enforcement or disciplinary proceeding alleging any such violation. (f) Neither the Company nor any Company Insurance Subsidiary is the subject of any voluntary (or to the Knowledge of the Company, involuntary) supervision, conservation, rehabilitation, liquidation, receivership, insolvency or other similar action or proceeding, nor, to the Knowledge of the Company, is any such action or proceeding overtly threatened. (g) Except for regular periodic assessments in the ordinary course of business or assessments based on developments that are publicly known within the insurance industry, as of the date hereof, no claim or assessment is pending or, to the Knowledge of the Company, overtly threatened against any Company Insurance Subsidiary by any state insurance guaranty association in connection with such association’s fund relating to insolvent insurers, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (h) No Company Insurance Subsidiary is “commercially domiciled” under the Laws of any jurisdiction.

Appears in 1 contract

Samples: Merger Agreement (Fidelity & Guaranty Life)

Insurance Business. (a) All policies, binders, slips, certificates, guaranteed insurance contracts, annuity contracts and participation agreements and other agreements of insurance, whether individual Except as has not had 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, would not reasonably be expected 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 nothave, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect, each of the Company Insurance Subsidiaries is (i) duly licensed or authorized as an insurance company or, where applicable, reinsurance company, risk retention group, captive insurer or producer, in its jurisdiction of incorporation or organization and (ii) duly licensed, registered or otherwise eligible to transact the business of insurance or reinsurance, as applicable, in each other jurisdiction where it is required to be so licensed, registered or otherwise eligible in order to conduct its business as currently conducted. (b) Except as has not had or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) to the Knowledge of the Company, since January 1, 2021, at the time each agent, representative, producer, reinsurance intermediary, wholesaler, third-party administrator, distributor, broker, employee or other person authorized to sell, produce, manage or administer products on behalf of any Company Subsidiary (“Company Agent”) wrote, sold, produced, managed, administered or procured business for a Company Subsidiary, such Company Agent was, at the time Company Agent wrote or sold business, duly licensed for the type of activity and business written, sold, produced, managed, administered or produced to the extent prohibited required 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)to the Knowledge of the Company, no Company Agent has been since January 1, 2021, or is currently, in the case material violation (or with or without notice or lapse of each time or both, would be in violation) of (i) and (ii) delivered by any Law, rule or regulation applicable to such Company Agent’s writing, sale, management, administration or production of insurance regulatory authority in respect of business for any Company Insurance Entity Subsidiary and (iii) since December 31January 1, 2018 through the date hereof2021, each Company Agent was appointed by Company or a Company Insurance Subsidiary in material compliance with applicable Insurance Laws, rules and regulations and all processes and procedures undertaken with respect to such Company Agent were undertaken in material compliance with applicable Insurance Laws, rules and regulations. (c) Except as has not had or would notnot reasonably be expected to have, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect, since December 31January 1, 20182021, 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, Subsidiary has operated and otherwise been in compliance with all applicable LawInsurance Laws, to act as a Producer for a Company Insurance Entity rules 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, indicted, convicted or made the subject of any consent decree or judgment on account of any violation of applicable Law in connection with such Producer’s actions in his, her or its capacity as a Producer for a Company Insurance Entity or any enforcement or disciplinary proceeding alleging any such violationregulations.

Appears in 1 contract

Samples: Merger Agreement (M.D.C. Holdings, Inc.)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!