Common use of Insurance Business Clause in Contracts

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 the Knowledge of XXX, errors and omissions claims against any XXX Producer or (z) material amounts owed by any XXX Producer to XXX or any of the XXX Insurance Companies. (c) Since December 31, 2018, all claims presented by any Person under any XXX Insurance Contract issued by any XXX Insurance Company have in all material respects been acknowledged, and either paid, provision for payment thereof has been made, or appropriate notice and objection for any disputed claim has been sent to the claimant in accordance with the terms of such XXX Insurance Contract and the Laws under which they arose, except for any such claims made for which the applicable XXX Insurance Company reasonably believes or believed that there is a reasonable basis to contest payment. (d) Since December 31, 2018, the XXX Insurance Contracts have been marketed, sold and issued in compliance in all material respects with all applicable Laws. (e) Each of the XXX Insurance Companies has timely filed, on forms prescribed or permitted by the applicable Governmental Authorities, all required Holding Company System Regulatory Act filings with the applicable Governmental Authorities since December 31, 2018. XXX has made available to LMHC all material Holding Company System Regulatory Act filings or submissions made by XXX or any of the XXX Insurance Companies with any Insurance Regulator since December 31, 2018, including any requests for extraordinary dividends, notifications of ordinary dividends, prior approvals for intercompany agreements, guarantees, cost sharing agreements, purchases, extensions of credit, investments, and reinsurance agreements, as required, and any material written communication received from any Insurance Regulator relating thereto, including approvals from any Insurance Regulator related to the foregoing. (f) XXX has made available to LMHC true, complete and correct copies of all material Risk-Based Capital reports for any of the XXX Insurance Companies that cover periods beginning on or after December 31, 2018. None of the XXX Insurance Companies has suffered a decrease in its Risk-Based Capital to “Company Action Level.” (g) XXX has made available to LMHC copies of all (i) Own Risk Solvency Assessment reports filed with Superintendent and (ii) Corporate Governance Annual Disclosures filed with Superintendent, in each case, since December 31, 2018.

Insurance Business. (a) All XXX STFC Insurance Contracts that are In Force as of the date of this Agreement and any and all marketing materials utilized by XXX STFC and its Subsidiaries in the marketing and sale of XXX STFC 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 STFC Material Adverse Effect. (b) Except as would not, individually or in the aggregate, have a XXX STFC Material Adverse Effect, since December 31, 2018, to the Knowledge of XXX, STFC (i) each XXX STFC Producer, at the time such XXX STFC Producer sold or produced any XXX STFC Insurance Contract, was duly and appropriately appointed by a XXX STFC Insurance Company, in compliance with applicable Law, to act as a XXX STFC Producer for a XXX STFC Insurance Company and was duly and appropriately licensed as a XXX STFC Producer (for the type of business sold or produced by such XXX STFC Producer on behalf of a XXX STFC Insurance Company), in each jurisdiction in which such XXX STFC Producer was required to be so licensed, and no such XXX STFC Producer violated any term or provision of applicable Law relating to the sale or production of any XXX STFC Insurance Contract, (ii) no XXX STFC Producer has breached the terms of any agency or broker contract with a XXX STFC Insurance Company or violated any Law or policy of a XXX STFC Insurance Company in the solicitation, negotiation, writing, sale or production of business for any XXX STFC Insurance Company, (iii) no XXX STFC 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 STFC Producer’s actions in his, her or its capacity as a XXX STFC Producer for a XXX STFC Insurance Company or any enforcement or disciplinary proceeding alleging any such violation and (iv) neither XXX STFC nor any XXX STFC Insurance Company has received any written notice or inquiry from any Governmental Authority with respect to any XXX STFC Producer regarding any of the matters described in clauses (i) through (iii), or the XXX STFC Producer’s compliance therewith. Except as would not, individually or in the aggregate, have a XXX STFC Material Adverse Effect, there are no outstanding (x) disputes with XXX STFC Producers concerning commissions or other incentive compensation, (y) to the Knowledge of XXXSTFC, errors and omissions claims against any XXX STFC Producer or (z) material amounts owed by any XXX STFC Producer to XXX STFC or any of the XXX STFC Insurance Companies. (c) Since December 31, 2018, all claims presented by any Person under any XXX STFC Insurance Contract issued by any XXX STFC Insurance Company have in all material respects been acknowledged, and either paid, provision for payment thereof has been made, or appropriate notice and objection for any disputed claim has been sent to the claimant in accordance with the terms of such XXX STFC Insurance Contract and the Laws under which they arose, except for any such claims made for which the applicable XXX STFC Insurance Company reasonably believes or believed that there is a reasonable basis to contest payment. (d) Since December 31, 2018, the XXX STFC Insurance Contracts have been marketed, sold and issued in compliance in all material respects with all applicable Laws. (e) Each of the XXX STFC Insurance Companies has timely filed, on forms prescribed or permitted by the applicable Governmental Authorities, all required Holding Company System Regulatory Act filings with the applicable Governmental Authorities since December 31, 2018. XXX STFC has made available to LMHC all material Holding Company System Regulatory Act filings or submissions made by XXX STFC or any of the XXX STFC Insurance Companies with any Insurance Regulator since December 31, 2018, including any requests for extraordinary dividends, notifications of ordinary dividends, prior approvals for intercompany agreements, guarantees, cost sharing agreements, purchases, extensions of credit, investments, and reinsurance agreements, as required, and any material written communication received from any Insurance Regulator relating thereto, including approvals from any Insurance Regulator related to the foregoing. (f) XXX STFC has made available to LMHC true, complete and correct copies of all material Risk-Based Capital reports for STFC or any of the XXX STFC Insurance Companies that cover periods beginning on or after December 31, 2018. None of STFC or any of the XXX STFC Insurance Companies has suffered a decrease in its Risk-Based Capital to “Company Action Level.” (g) XXX STFC has made available to LMHC copies of all (i) Own Risk Solvency Assessment reports filed with Superintendent and (ii) Corporate Governance Annual Disclosures filed with Superintendent, in each case, since December 31, 2018.

Insurance Business. (a) All XXX Insurance Contracts that are In Force Except as of the date of this Agreement has not resulted in 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, would not reasonably be expected 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 notresult in, individually or in the aggregate, have a XXX Material Adverse Effect. (b) Except as would not, individually or in the aggregate, have a XXX Company Material Adverse Effect, since December 31, 20182017, to the Knowledge business of XXXeach Company Regulated Subsidiary has been conducted in compliance with applicable Insurance Laws. In addition, (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 Lawthere is no pending or, to act as a XXX Producer for a XXX Insurance the Company’s Knowledge, threatened charge by any state insurance regulatory authority that the 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)any Company Regulated Subsidiary has violated, in each jurisdiction in which such XXX Producer was required to be so licensednor is there any pending nor, and no such XXX Producer violated any term or provision of applicable Law relating to the sale Company’s Knowledge, threatened investigation by any state insurance regulatory authority related to possible violations by the Company or production any Company Regulated Subsidiary of any XXX applicable Insurance ContractLaws, (ii) no XXX Producer each Company Regulated Subsidiary has breached been duly authorized by the terms relevant state insurance regulatory authorities to issue the policies or Contracts of any agency or broker contract with a XXX Insurance Company or violated any Law or policy of a XXX Insurance Company insurance in the solicitationjurisdictions in which it operates, negotiation, writing, sale or production of business for any XXX Insurance Company, and (iii) no XXX Producer has been enjoinedsince December 31, indicted2017, convicted each Company Regulated Subsidiary has, to the extent applicable, filed all material reports, forms, rates, notices and materials required to be filed by it with any state insurance regulatory authority. None of the Company Regulated Subsidiaries is subject to any order or made the subject decree of any consent decree insurance regulatory authority and, no insurance regulatory authority has revoked, suspended or judgment on account limited, or, to the Company’s Knowledge, threatened to revoke, suspend or limit, any license or other permit issued pursuant to applicable Insurance Laws to any Company Regulated Subsidiary. Without limitation of the foregoing, no Action is pending or, to the Company’s Knowledge, threatened that would reasonably be expected to result in the revocation or suspension of any violation of applicable Law in connection with such XXX Producer’s actions in hislicense, her or its capacity as a XXX Producer for a XXX Insurance Company or any enforcement or disciplinary proceeding alleging except any such violation and (iv) neither XXX nor any XXX Insurance Company has received any written notice revocation or inquiry from any Governmental Authority with respect suspension that would not reasonably be expected 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 notresult in, individually or in the aggregate, have a XXX Company Material Adverse Effect, there are no outstanding (x) disputes with XXX Producers concerning commissions or other incentive compensation, (y) to the Knowledge of XXX, errors and omissions claims against any XXX Producer or (z) material amounts owed by any XXX Producer to XXX or any of the XXX Insurance Companies. (c) Since December 31, 2018, all claims presented by any Person under any XXX Insurance Contract issued by any XXX Insurance Company have in all material respects been acknowledged, and either paid, provision for payment thereof has been made, or appropriate notice and objection for any disputed claim has been sent to the claimant in accordance with the terms of such XXX Insurance Contract and the Laws under which they arose, except for any such claims made for which the applicable XXX Insurance Company reasonably believes or believed that there is a reasonable basis to contest payment. (d) Since December 31, 2018, the XXX Insurance Contracts have been marketed, sold and issued in compliance in all material respects with all applicable Laws. (e) Each of the XXX Insurance Companies has timely filed, on forms prescribed or permitted by the applicable Governmental Authorities, all required Holding Company System Regulatory Act filings with the applicable Governmental Authorities since December 31, 2018. XXX has made available to LMHC all material Holding Company System Regulatory Act filings or submissions made by XXX or any of the XXX Insurance Companies with any Insurance Regulator since December 31, 2018, including any requests for extraordinary dividends, notifications of ordinary dividends, prior approvals for intercompany agreements, guarantees, cost sharing agreements, purchases, extensions of credit, investments, and reinsurance agreements, as required, and any material written communication received from any Insurance Regulator relating thereto, including approvals from any Insurance Regulator related to the foregoing. (f) XXX has made available to LMHC true, complete and correct copies of all material Risk-Based Capital reports for any of the XXX Insurance Companies that cover periods beginning on or after December 31, 2018. None of the XXX Insurance Companies has suffered a decrease in its Risk-Based Capital to “Company Action Level.” (g) XXX has made available to LMHC copies of all (i) Own Risk Solvency Assessment reports filed with Superintendent and (ii) Corporate Governance Annual Disclosures filed with Superintendent, in each case, since December 31, 2018.

Insurance Business. (ai) All XXX Insurance Contracts that are In Force Except as otherwise would not, individually or in the aggregate, be reasonably likely to have a Company Material Adverse Effect, 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 of this Agreement hereof (including all applications, supplements, endorsements, riders and ancillary agreements in connection therewith) that are issued by the Company Insurance Companies (the "Company Insurance Contracts") and any and all marketing materials utilized by XXX and its Subsidiaries in the marketing and sale of XXX Insurance Contracts since December 31, 2018materials, are, to the extent required under applicable Lawslaw, on forms and at rates approved by the Insurance Regulator of the jurisdiction where issued or, to the extent required by applicable Laws, insurance regulatory authorities or which have been filed with and not objected to by such authority authorities within the period provided for objection, and such forms and marketing materials comply in all material respects with the insurance statutes, regulations and rules applicable thereto. As promptly as practicable following the date of this Agreement, the Company will deliver to Parent Section 5.1(p)(i) of the Company Disclosure Letter which contains a true and complete list of all forms of Company Insurance Contracts that (A) are currently used by any Company Insurance Company or (B) have been used by any Company Insurance Company for business which is still in force. (ii) Each insurance agent, third party administrator, manager, broker and distributor (each an "Agent"), at the time such Agent wrote, sold, produced or managed business for the Company Insurance Companies was duly licensed (for the type of business written, sold, produced or managed) and no such Agent violated (or with or without notice or lapse of time or both, would have violated) any term or provision of any Law applicable to the writing, sale, production or management of business for any Company Insurance Company, except for such failures to be licensed or such violations which have been cured, which have been resolved or settled through agreements with applicable Governmental Entities or which are barred by an applicable statute of limitations, or that, individually or in the aggregate, have not had or are not reasonably likely to have a Company Material Adverse Effect. (iii) As promptly as practicable following the date of this Agreement, the Company will deliver or make available to Parent a true and complete copy of all actuarial reports prepared by the Company's actuaries, and any actuarial reports prepared by other actuaries, independent or otherwise, with respect to any Company Insurance Company since December 31, 1995, and all attachments, addenda, supplements and modifications thereto (the "Company Actuarial Analyses"). To the Knowledge of the Company, the information and data furnished by the Company or any Company Insurance Company to its independent actuaries in connection with the preparation of the Company Actuarial Analyses were accurate in all material respects. Furthermore, each Company Actuarial Analysis was based upon an accurate inventory of policies in force for the Company Insurance Companies, at the relevant time of preparation, was prepared using appropriate modeling procedures accurately applied and in conformity with generally accepted actuarial standards consistently applied, and the projections contained therein were properly prepared in accordance with the assumptions stated therein. (iv) To the Knowledge of the Company, except as would set forth in Section 5.1(p)(iv) of the Company Disclosure Letter or as reserved for or disclosed in the Company Reports, or as is not, individually or in the aggregate, reasonably likely to have a XXX Company Material Adverse EffectEffect all amounts recoverable under reinsurance, coinsurance or other similar Contracts to which any Company Insurance Company is a party (including, but not limited to, amounts based on paid and unpaid losses) are fully collectible. (bv) Promptly following the date of this Agreement, the Company will deliver to Parent true and complete copies of all analyses, reports and other data prepared by the Company or any Company Insurance Company or submitted by the Company or any Company Insurance Company to any insurance regulatory authority or received by the Company or any Company Insurance Company relating to risk-based capital calculations or IRIS ratios for the years ended December 31, 1997 and 1996. (vi) Promptly following the date of this Agreement, the Company will deliver to Parent a true and correct list on a per risk and aggregate basis of the maximum underlying retentions (net of all reinsurance maintained) on all insurance and reinsurance policies written or entered into by any Company Insurance Company since December 31, 1995. (vii) Except as would not, individually or in the aggregate, be reasonably likely to have a XXX Company 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 all annuity contracts and appropriately appointed life insurance policies issued by a XXX Insurance Company, in compliance with applicable Law, to act as a XXX Producer for a XXX Company Insurance Company and was duly and appropriately licensed as a XXX Producer meet all definitional or other requirements for qualification under the Code section applicable (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 intended to be so licensed, and no applicable) to such XXX Producer violated any term annuity contracts 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 therewithlife insurance policies. Except as would notset forth in Section 5.1(p)(vii) of the Company Disclosure Letter, individually or in which the aggregate, have a XXX Material Adverse EffectCompany will deliver to Parent promptly following the date of this Agreement, there are no outstanding (x) disputes with XXX Producers concerning commissions material "hold harmless" indemnification agreements respecting the tax qualification or other incentive compensationtreatment of any product or plan sold, (y) to issued, entered into or administered by the Knowledge of XXX, errors and omissions claims against any XXX Producer or (z) material amounts owed by any XXX Producer to XXX or any of the XXX Company Insurance Companies. (c) Since December 31, 2018, all and there have been no claims presented asserted by any Person under any XXX Insurance Contract issued by any XXX Insurance Company have such "hold harmless" indemnification agreements set forth in all material respects been acknowledged, and either paid, provision for payment thereof has been made, or appropriate notice and objection for any disputed claim has been sent to the claimant in accordance with the terms of such XXX Insurance Contract and the Laws under which they arose, except for any such claims made for which the applicable XXX Insurance Company reasonably believes or believed that there is a reasonable basis to contest payment. (dSection 5.1(p)(vii) Since December 31, 2018, the XXX Insurance Contracts have been marketed, sold and issued in compliance in all material respects with all applicable Laws. (e) Each of the XXX Insurance Companies has timely filed, on forms prescribed or permitted by the applicable Governmental Authorities, all required Holding Company System Regulatory Act filings with the applicable Governmental Authorities since December 31, 2018. XXX has made available to LMHC all material Holding Company System Regulatory Act filings or submissions made by XXX or any of the XXX Insurance Companies with any Insurance Regulator since December 31, 2018, including any requests for extraordinary dividends, notifications of ordinary dividends, prior approvals for intercompany agreements, guarantees, cost sharing agreements, purchases, extensions of credit, investments, and reinsurance agreements, as required, and any material written communication received from any Insurance Regulator relating thereto, including approvals from any Insurance Regulator related to the foregoingDisclosure Letter. (f) XXX has made available to LMHC true, complete and correct copies of all material Risk-Based Capital reports for any of the XXX Insurance Companies that cover periods beginning on or after December 31, 2018. None of the XXX Insurance Companies has suffered a decrease in its Risk-Based Capital to “Company Action Level.” (g) XXX has made available to LMHC copies of all (i) Own Risk Solvency Assessment reports filed with Superintendent and (ii) Corporate Governance Annual Disclosures filed with Superintendent, in each case, since December 31, 2018.