Insurance Issued. Except as set forth in Section 2.11 of the Disclosure Schedule, with respect to all insurance issued:
(i) All insurance policies, annuity contracts and assumption certificates issued by the Significant Subsidiaries have been issued, to the extent required by applicable law, on forms approved by the insurance regulatory authority of the jurisdiction where issued or have been filed with and not objected to by such authority within the period prescribed for such objection, and utilize premium rates which if required to be filed with or approved by insurance regulatory authorities have been so filed or approved and the premiums charged conform thereto.
(ii) All insurance policy and annuity contract benefits payable by any Significant Subsidiary and, to the knowledge of the Company, by any another Person that is a party to or bound by any reinsurance, coinsurance or other similar agreement with any Significant Subsidiary, have in all material respects been paid in accordance with the terms of the insurance policies, annuity contracts and other contracts under which they arose, except for such benefits for which there is a reasonable basis to contest payment.
(iii) The Company has not received any information which would reasonably cause it to believe that the financial condition of any other party to any reinsurance, coinsurance or other similar agreement with any Significant Subsidiary is so impaired as to result in a default thereunder.
(iv) To the knowledge of the Company, all advertising, promotional, sales and solicitation materials and product illustrations used by the Significant Subsidiaries or any agent of the Significant Subsidiaries have complied and are in compliance, in all material respects, with all applicable laws.
(v) To the knowledge of the Company, each insurance agent, at the time such agent wrote, sold or produced business for any Significant Subsidiary since January 1, 1993 was duly licensed as an insurance agent (for the type of business written, sold or produced by such insurance agent) in the particular jurisdiction in which such agent wrote, sold or produced such business.
Insurance Issued. Except as disclosed in Section 3.1(o) of the Chartwell Disclosure Schedule:
(i) All in-force primary insurance policies issued by any Insurer are, to the extent required under applicable insurance laws, rules or regulations, on forms and at rates approved by the insurance regulatory authority of the jurisdiction where issued or 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 Material Adverse Effect on Chartwell.
(ii) To the knowledge of Chartwell, except as would not individually or in the aggregate have a Material Adverse Effect on Chartwell, each insurance agent or solicitor, including, without limitation, salaried employees of Chartwell or any Insurer appointed by any Insurer as an insurance agent or solicitor, at the time such agent or solicitor wrote, sold, solicited or produced business for such Insurer since January 1, 1996, was duly licensed as an insurance agent (for the type of business written, sold, solicited or produced by such insurance agent or solicitor in the particular jurisdiction in which such agent or solicitor wrote, sold, solicited or produced such business).
Insurance Issued. All insurance policies and contracts issued by American Southern or American Safety now in force (other than policies and contracts issued under applicable surplus lines laws) are on forms and at rates approved by the insurance regulatory authority of the state or jurisdiction where issued or have been filed with and not objected to by such authority within the period provided for objection.
Insurance Issued. 16.1 Since January 1, 2009 and save in respect of benefits relating to claims incurred but not yet reported and reported claims being processed by any of 86 the Insurance Subsidiaries as of 25 June 2009 and, to the knowledge of the Parent without inquiry, as of 1 November 2009, all benefits due and payable under Insurance Contracts issued by any of the Insurance Subsidiaries have been paid in the ordinary course of business and in accordance with the terms of the Insurance Contracts under which they arose, except for such benefits for which any Insurance Subsidiary believes there is a reasonable basis to contest payment and subject to such exceptions that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Change.
16.2 All policy forms and rates in use by any of the Insurance Subsidiaries, and all endorsements, applications and certificates pertaining thereto, as and where required by applicable Laws, have been either filed, approved, or filed and non-disapproved by all applicable Governmental Authorities, subject to such exceptions that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Change.
16.3 There are no unpaid claims or assessments made against any Insurance Subsidiary by any insurance guarantee associations or similar organizations in connection with such association’s insurance guarantee fund, subject to such exceptions that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Change.
16.4 All reinsurance treaties or agreements to which any Insurance Subsidiary is a party or under which any Insurance Subsidiary has any existing rights, obligations or liabilities are in full force and effect, or run-off in accordance with its terms, subject to such exceptions that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Change. None of the Insurance Subsidiaries and any other party to a reinsurance treaty, binder or other reinsurance agreement, in each case the annual premium associated therewith is greater than or equal to $10 million, is in default in any material respect as to any provision thereof and, except as is not, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Change, no such agreement contains any provision providing that the other party thereto may terminate such agreement by reason of the transactions contemplated by the T...
Insurance Issued. Except as required by Law or except as disclosed in Schedule 3.12 of the Disclosure Schedule of Seller:
(a) All outstanding insurance Contracts issued, reinsured or underwritten by the Company (i) in the period prior to January 1, 1995 (the "Pre-Ownership Period") are, to the best knowledge of Seller, and (ii) in the Ownership Period are, to the extent required under applicable laws, on forms and at rates approved by the insurance regulatory authority of the jurisdiction where issued or have been filed with and not objected to by such authority within the period provided for objection.
(b) All insurance contract benefits payable by the Company or, to the best knowledge of Seller, by any other person or entity that is a party to or bound by any reinsurance or other similar Contract with the Company (i) with respect to any such Contracts issued in the Pre-Ownership Period have, to the best knowledge of Seller, and (ii) with respect to any such Contracts issued in the Ownership Period, have in all material respects been paid in accordance with the terms of the insurance Contracts under which they arose, except for such benefits for which the Company believes there is a reasonable basis to contest payment.
(c) No outstanding insurance Contract issued, reinsured or underwritten by the Company entitles the holder thereof or any other person or entity to receive stock dividends, distributions or other benefits based on the revenues or earnings of the Company or any other person or entity, except for policyholder dividends paid in the ordinary course of business.
(d) To the best knowledge of Seller, all amounts to which the Company is entitled under reinsurance or other similar Contracts (including without limitation amounts based on paid and unpaid losses) are collectible in the ordinary course of business.
(e) To the best knowledge of Seller, each insurance agent, at the time such agent wrote, sold, or produced business for the Company, was duly licensed as an insurance agent (for the type of business written, sold, or produced by such insurance agent) in the particular jurisdiction in which such agent wrote, sold, or produced such business for the Company.
Insurance Issued. Except as required by Law or except as disclosed in Schedule 5.17 of the Sellers' Disclosure Schedule:
(a) All outstanding insurance Contracts issued, reinsured or underwritten by PNIC are, to the extent required under applicable laws, on forms and at rates approved by the insurance regulatory authority of the jurisdiction where issued or have been filed with and not objected to by such authority within the period provided for objection.
(b) All insurance contract claims and expenses payable by PNIC or (to the knowledge of the Sellers) by any other person or entity that is a party to or bound by any reinsurance, coinsurance, or other similar Contract with any Seller or PNIC have in all material respects been paid in accordance with the terms of the insurance Contracts under which they arose, except for such claims and expenses for which such Seller believes there is a reasonable basis to contest payment.
(c) No outstanding insurance Contract issued, reinsured or underwritten by any Seller or PNIC entitles the holder thereof or any other person or entity to receive cash or stock dividends, distributions or other benefits based on the revenues or earnings of such Seller, PNIC or any other person or entity.
(d) To the knowledge of each Seller, all amounts to which any Seller or PNIC is entitled under reinsurance, coinsurance or other similar contracts (including without limitation amounts based on paid and unpaid losses) are collectible in the ordinary course of business.
(e) To the knowledge of each Seller, each insurance agent, at the time such agent wrote, sold, or produced business for any Seller or PNIC, was duly licensed as an insurance agent (for the type of business written, sold, or produced by such insurance agent) in the particular jurisdiction in which such agent wrote, sold, or produced such business.
Insurance Issued. All insurance policies and contracts issued by the Subsidiaries now in force (other than policies and contracts issued under applicable surplus lines laws) are on forms and at rates approved by the insurance regulatory authority of the state or jurisdiction where issued or have been filed with and not objected to by such authority within the period provided for objection.
Insurance Issued. Except as set forth on Schedule 4.26 or as disclosed to Buyer in a letter from Seller to Buyer dated August 26, 1999 and except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, with respect to all insurance issued by any Life Insurance Subsidiary: (i0 All insurance policy and annuity contract benefits payable by any Life Insurance Subsidiary and, to the knowledge of the Seller, by any other Person that is a party to or bound by any reinsurance, coinsurance or other similar agreement with any Life Insurance Subsidiary, have been paid in accordance with the terms of the insurance policies, annuity contracts and other contracts under which they arose, except for such benefits for which there is a reasonable basis to contest payment. (ii0 Except as set forth on Schedule 4.26, all advertising, promotional and sales materials and other marketing practices used by any Life Insurance Subsidiary or any agent of any Life Insurance Subsidiary have complied and are currently in compliance with Applicable Laws. (iii0 Each insurance agent, at the time such agent wrote, sold or produced business for any Life Insurance Subsidiary since January 1, 1994, was duly licensed as an insurance agent (for the type of business written, sold or produced by such insurance agent) in the particular jurisdiction in which such agent wrote, sold or produced such business. (iv0 The Tax treatment under the Code of all insurance or annuity policies, plans or contracts; all financial products, employee benefit plans, individual retirement accounts or annuities; or any similar or related policy, contract, plan, or product, whether individual, group, or otherwise, if any, issued or sold by any Life Insurance Subsidiary is and at all times has been the same or not less favorable to the purchaser, policyholder or intended beneficiaries thereof as the Tax treatment under the Code for which such contracts qualified or purported to qualify at the time of their issuance or purchase, except for changes resulting from changes to the Code which do not apply to such issuance or purchase due to their effective date. For purposes of this Section 4.26, the provisions of the Code relating to the Tax treatment of such contracts shall include, but not be limited to, Sections 72, 79, 101, 104, 105, 106, 125, 130, 401, 402, 403, 404, 408, 412, 415, 419, 419A, 457, 501, 505, 817, 818, 7702 and 7702A. In addition, except as disclosed to Buyer in a letter fro...
Insurance Issued. Except as set forth on Schedule 4.26 or as disclosed to Buyer in a letter from Seller to Buyer dated August 26, 1999 and except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, with respect to all insurance issued by any Life Insurance Subsidiary:
(i) All insurance policy and annuity contract benefits payable by any Life Insurance Subsidiary and, to the knowledge of the Seller, by any other Person that is a party to or bound by any reinsurance, coinsurance or other similar agreement with any Life Insurance Subsidiary, have been paid in accordance with the terms of the insurance policies, annuity contracts and other contracts under which they arose, except for such benefits for which there is a reasonable basis to contest payment.
(ii) Except as set forth on Schedule 4.26, all advertising, promotional and sales materials and other
Insurance Issued. 24 3C.10 Transactions with Interested Persons...........................25 3C.11
