Insurance Issued by the Company. Except as set forth on Schedule 4.20:
(a) all insurance contract benefits due and payable by or on behalf of the Company have 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 or benefits which the Company has mistakenly failed to pay in the ordinary course of business consistent with standard industry practice;
(b) no agent of any of the Companies has any claim against any of the Company or Subsidiaries for any compensation or other amounts other than sales commissions and advances in the ordinary course of business;
(c) no insurance policy gives the holder thereof the right to receive dividends, distributions or other benefits based on the earnings or revenues of the Company; and
(d) the December 31, 2003 SAP Financial Statements contain a list of all funds maintained in a state of licensure by the Company under any applicable insurance law (each a "Deposit"), including any Deposit the beneficial interest of which may have been transferred in connection with a Reinsurance Agreement, the dollar amount of each such Deposit and the name of the depository in which such Deposit is maintained.
Insurance Issued by the Company. Except as required by law or except as disclosed in Schedule 3.21 (with section references corresponding to those set forth below):
3.21.1. All insurance contract benefits payable by the Company to any other Person that is a party to or bound by any insurance, reinsurance, coinsurance, or other similar contract with the Company have in all material respects been paid in accordance with the terms of the insurance, reinsurance, coinsurance and other contracts under which they arose, except for such benefits for which the Company reasonably believes there is a reasonable basis to contest payment.
3.21.2. No outstanding insurance contract issued, reinsured, or underwritten by the Company entitles the holder thereof or any other Person to receive dividends, distributions, or to share in the income of the Company or to receive any other benefits based on the revenues or earnings of the Company or any other Person.
3.21.3. The underwriting standards utilized and ratings applied by the Company and, to the Knowledge of Seller, as of the Effective Date, by any other Person that is a party to or bound by any reinsurance, coinsurance, or other similar contract with the Company conform in all material respects to industry accepted practices and to the standards and ratings required pursuant to the terms of the respective reinsurance, coinsurance, or other similar contracts.
3.21.4. To the Knowledge of Seller, all of the Company’s liability under insurance contracts issued, reinsured, or underwritten by the Company which is beyond the Company’s normal retention is fully reinsured under valid reinsurance contracts with reinsurers which, to the Knowledge of Seller, are solvent as of the Effective Date, and all amounts to which the Company is entitled under reinsurance, coinsurance, or other similar contracts (including without limitation, amounts based on paid and unpaid losses) as of the Effective Date are fully collectible.
3.21.5. To the 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.
3.21.6. To the Knowledge of Seller, no such insurance agent violated (or with or without notice or lapse of time or both, would have violated) in any material respect any term or provision of any law...
Insurance Issued by the Company. (a) Since January 1, 2014, all benefits due and payable, or required to be credited, by or on behalf of the Company on Insurance Contracts in force on such dates have been in all material respects paid or credited, as the case may be, in accordance with the terms of the Insurance Contracts under which they arose, and such payments or credits were not materially delinquent and were paid or credited without material fines or penalties (excluding interest), except for such claims for which the Company believed there was a reasonable basis to contest payment and is taking such action.
(b) All policy forms on which in force Insurance Contracts were issued, and all amendments, applications, and certificates pertaining thereto, where required by applicable Law, have been approved by all applicable Governmental Authorities or filed with and not objected to by such Governmental Authorities within the time period provided by applicable Law for objection, subject to such exceptions that, individually or in the aggregate, have not had, and would not be reasonably expected to have, a Company Material Adverse Effect, and all such policy forms and all amendments, applications and certificates pertaining thereto comply in all material respects with applicable Law. No material deficiencies have been asserted by any Governmental Authority with respect to any such filings which have not been cured or otherwise resolved.
(c) Any rates currently used for in force Insurance Contracts, where required to be filed with or approved by any Governmental Authority, have been so filed or approved, and such rates conform thereto, subject to such exceptions that, individually or in the aggregate, have not had, and would not be reasonably expected to have, a Company Material Adverse Effect.
(d) The Insurance Contracts in force or that have been in force at any time since January 1, 2014 have been marketed, sold, issued, maintained and administered in compliance, in all material respects, with applicable Law.
(e) As of the date hereof, there are no material unpaid claims or assessments made against the Company by any state insurance guaranty associations or similar organizations in connection with such association’s insurance guarantee fund.
(f) The Company is, and since January 1, 2014 has been, in material compliance with all applicable Laws regulating the marketing and sale of Insurance Contracts, regulating advertisements, requiring mandatory disclosure of policy information, requiring...
Insurance Issued by the Company. Except as disclosed in SECTION 3.18 OF THE DISCLOSURE SCHEDULE (with paragraph references corresponding to those set forth below):
(a) All insurance or annuity contract benefits payable by the Company and, to the knowledge of Seller, by any other Person that is a party to or bound by any reinsurance, coinsurance, or other similar contract with the Company have been paid in accordance with the terms of the insurance, annuity, and other contracts under which they arose, except for such benefits for which there is, in the reasonable opinion of the Seller or the Company, a reasonable basis to contest and all such contested benefits have been disclosed in SECTION 3.18(a) OF THE DISCLOSURE SCHEDULE.
(b) No outstanding insurance or annuity contract issued, reinsured, or underwritten by the Company entitles the holder thereof or any other Person to receive dividends, distributions, or other benefits based on the revenues or earnings of the Company or any other Person.
(c) The underwriting standards utilized and ratings applied by the Company and, to the knowledge of Seller, by any other Person that is a party to or bound by any reinsurance, coinsurance, or other similar contract with the Company conform in all respects to industry accepted practices and to the standards and ratings required pursuant to the terms of the respective reinsurance, coinsurance, or other similar contracts.
(d) Neither Seller nor the Company has received any information which would cause it to believe that there is any material impairment of the financial condition of any other party to any reinsurance, coinsurance, or other similar contracts with the Company.
(e) To the knowledge of the Seller (i) 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 and (ii) no such insurance agent violated (or with or without notice or lapse of time or both, would have violated) any term or provision of any law or any writ, judgment, decree, injunction, or similar order applicable to the writing, sale, or production of business for the Company, except for violations which have been cured, which have been resolved or settled through agreements with applicable governmental authorities or which are barred by an applicable statute of limitations.
(f) The treatme...
Insurance Issued by the Company. Except as required by law or except as disclosed in Schedule 3.21 (with section references corresponding to those set forth below):
3.21.1. All insurance contract benefits payable by the Company to any other Person that is a party to or bound by any insurance, reinsurance, coinsurance, or other similar contract with the Company have in all material respects been paid in accordance with the terms of the insurance, reinsurance, coinsurance and other contracts under which they arose, except for such benefits for which the Company reasonably believes there is a reasonable basis to contest payment.
3.21.2. No outstanding insurance contract issued, reinsured, or underwritten by the Company entitles the holder thereof or any other Person to receive dividends, distributions, or to share in the income of the Company or to receive any other benefits based on the revenues or earnings of the Company or any other Person.
3.21.3. To the Knowledge of Seller, except as set forth on Schedule 3.21, all of the Company’s liability under insurance contracts issued, reinsured, or underwritten by the Company which is beyond the Company’s normal retention is fully reinsured under valid reinsurance contracts with reinsurers which, to the Knowledge of Seller, are solvent as of the Effective Date, and all amounts to which the Company is entitled under reinsurance, coinsurance, or other similar contracts (including without limitation, amounts based on paid and unpaid losses) as of the Effective Date are fully collectible.
3.21.4. To the 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.
3.21.5. To the Knowledge of Seller, no such insurance agent violated (or with or without notice or lapse of time or both, would have violated) in any material respect any term or provision of any law or any writ, judgment, decree, injunction, or similar order applicable to the writing, sale, or production of business for the Company.
3.21.6. To the Knowledge of Seller, the underwriting standards utilized and ratings applied by the Company have not been the subject of any challenge by any state regulatory agency having jurisdiction over the Company.
3.21.7. To Seller’s Knowledge, the tax treatment under the Code of a...
Insurance Issued by the Company. (a) The Pre-Closing Insurance Contracts are, and since January 1, 2012 have been, to the extent required under Applicable Law and applicable Permits, on forms and certificates approved by all applicable Governmental Entities or filed and not objected to by such Governmental Entities within the period provided for objection. The Pre-Closing Insurance Contracts are, and since January 1, 2012 have been, to the extent required by Applicable Law and applicable Permits, issued and administered, in all material respects, in accordance with rates and rating plans approved by all applicable Governmental Entities or filed and not objected to by such Governmental Entities within the period provided for objection.
(b) There are no material unpaid claims or assessments in each case made against the Company by any state insurance guaranty associations or similar organizations in connection with such association’s insurance guaranty fund.
(c) The Company has no Contracts to which the Company is a party with a non-Affiliate under which the Company has assumed any insurance risk from other insurers or other reinsurers and under which the Company has any remaining Liabilities.
Insurance Issued by the Company. The Company has not issued any insurance policies since May 29, 1998.
Insurance Issued by the Company. Except as required by Law or except as disclosed in Section 3.14 of the Disclosure Schedules:
(a) To Seller’s Knowledge, all insurance Contract benefits payable by the Company have in all material respects been paid in accordance with the terms of the insurance, reinsurance, coinsurance and other Contracts under which they arose.
(b) No outstanding insurance Contract issued, reinsured, or underwritten by the Company entitles the holder thereof or any other person to receive dividends, distributions, or to share in the income of the Company.
(c) To Seller’s Knowledge, the Company is in material compliance with all filings with any Governmental Authority or other regulatory authority, and the underwriting standards utilized or applied by the Company conform in all material respects to the North Dakota Century Code and all other applicable Law.
(d) To Seller’s Knowledge, the rates and underwriting standards utilized or applied by the Company conform to the standards required pursuant to the terms of the respective reinsurance, coinsurance, or other similar Contracts.
(e) To Seller’s Knowledge, all of the Company’s liability under insurance Contracts issued, reinsured, or underwritten by the Company which is beyond the Company’s normal retention is fully reinsured under valid reinsurance Contracts which are fully collectible.
(f) Each agent who wrote, sold, or produced business for the Company was duly licensed as an insurance agent when hired or appointed by the Company (for the type of business written, sold, or produced by such agent) in the particular jurisdiction in which such agent wrote, sold, or produced such business for the Company. To Seller’s Knowledge, no such agent violated (or with or without notice or lapse of time or both, would have violated) in any material respect any term or provision of any Law or any writ, judgment, decree, injunction, or similar order applicable to the writing, sale, or production of business for the Company.
(g) Other than proceedings or litigation involving physical damage claims that have been subrogated to be paid by an insurer other than the Company, there are no material proceedings or litigation currently pending against the Company under any insurance Contract issued, reinsured, or underwritten by the Company, and there are no judgments, orders, settlements or other obligations relating to claims brought under any insurance Contract issued, reinsured, or underwritten by the Company with respect to which the Comp...
Insurance Issued by the Company. Except as required by Applicable Law or set forth in Schedule 3.23, since January 1, 2017, all insurance claims made by any Person under any Insurance Contract issued by any Acquired Company in connection with the Business have in all material respects been paid in accordance with the terms of the Insurance Contracts under which they arose or appropriate provisions made therefor, except for such claims for which any Acquired Company has a reasonable basis to contest payment.
Insurance Issued by the Company. Except as required by law, since January 1, 2004:
(a) all insurance claims paid by any Insurance Company have in all material respects been paid in accordance with the terms of the Insurance Contracts under which they arose, except for such claims for which the applicable Insurance Company has reasonable belief there was a reasonable basis to contest payment; and,
(b) The Company has provided Buyer with copies of all underwriting guidelines manuals utilized by the Company since January 1, 2004. Each Insurance Company has followed such guidelines in all material respects in the ordinary course of business since January 1, 2004.
