Insurance Issued by the Insurance Companies. (a) Since January 1, 2002, all benefits claimed by any Person under any Insurance Contract have in all material respects been 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 (or will be paid) without fines or penalties, except for any such claim for benefits for which any of the Insurance Companies reasonably believes that there is a reasonable basis to contest payment and is taking such action. (b) Seller has made available to Buyer true, complete and correct copies of all underwriting manuals (including each amendment thereto) utilized by the Insurance Companies with respect to the Insurance Contracts. The underwriting standards utilized and rates and rating factors and criteria applied by the Insurance Companies with respect to the Insurance Contracts outstanding as of the date hereof conformed in all material respects to those contained in the Insurance Companies’ applicable underwriting manuals as in effect at the times such Insurance Contracts were underwritten and, with respect to any Insurance Contract reinsured in whole or in part, conform in all material respects to the standards and ratings required pursuant to the terms of the related reinsurance, coinsurance, modified coinsurance or other similar contracts. (c) To the Knowledge of Seller: (i) each Producer, at the time such Producer solicited, negotiated, wrote, sold or produced business for the Insurance Companies, to the extent required by Law as then in effect, was duly and appropriately appointed by the Insurance Companies to act as a Producer for the Insurance Company and was duly and appropriately licensed as a Producer (for the type of business solicited, negotiated, written, sold or produced by such Producer), in each case, in the particular jurisdiction in which such Producer solicited, negotiated, wrote, sold or produced such business for the Insurance Companies; (ii) no such Producer violated any material term or provision of any Law as then in effect applicable to any aspect (including, but not limited to, the soliciting, negotiating, marketing, sale or production) of the Insurance Companies’ products; (iii) no such Producer has materially breached the terms of any agency or broker Contract with or for the benefit of the Insurance Companies (excluding engaging in “twisting” activities); and (iv) no Producer designated by any of the Insurance Companies as a General Agent has engaged in “twisting” activities. (d) Each Insurance Contract policy or certificate form, as well as any related application form, written advertising material (including such material placed on any of the Insurance Companies’ websites) and rate or rule currently or previously marketed, filed or otherwise utilized by the Insurance Companies, the use or issuance of which requires filing or approval, has been appropriately filed and, if required, approved by the applicable Governmental Entities in each jurisdiction requiring such filing or approval. To the Knowledge of Seller, all such policies and certificates, forms, applications, advertising materials and rates or rules are or were, as applicable, in compliance with, and utilized in compliance with Law and within the scope of the approvals received therefor. (e) No provision in any in-force Insurance Contract gives the holder thereof or any other Person the right to receive dividends, distributions or other benefits based on the revenue, earnings or profits of the Insurance Companies, except for traditional participating policies and charter policies. Neither of the Insurance Companies is a party to any agreement providing for the collection of insurance premiums payable to the Insurance Companies by any other Person other than agreements that allow the Producer to collect the initial premium payment in the form of a remittance made payable to the Insurance Companies. (f) Since December 31, 2002, no customer or related group of customers, and no Producer, in either case which accounted for (i) one percent or more of the aggregate annuity considerations or deposits collected by the Insurance Companies during the 12 month period ended December 31, 2004 or during the years ended December 31, 2003 or 2002, or (ii) one percent or more of the aggregate reserves of the Insurance Companies under Annuity Contracts as reflected on the SAP Statements for the years ended December 31, 2004, 2003 or 2002, has or have at its or their initiative, terminated or threatened in writing to terminate its or their relationship with the Insurance Companies. (g) The financial strength or claims-paying ability of (i) Laurel is rated “B” and (ii) AFL is rated “B,” in each case by A.M. Best Company, Inc. as of the date hereof.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Vesta Insurance Group Inc), Stock Purchase Agreement (Vesta Insurance Group Inc)
Insurance Issued by the Insurance Companies. To the Knowledge of Company, except as set forth in Section 15.1(l) of the Disclosure Schedule:
(ai) Since January 1, 20022014, all benefits claimed due and payable, or required to be credited, by any Person under any Insurance Contract or on behalf of the Company with respect to Covered Liabilities in force on such dates have in all material respects been paid (or provision for payment thereof has been made) credited, as the case may be, in accordance with the terms of the contracts Reinsured Contracts under which they arose arose, and such payments or credits were not materially delinquent and were paid (or will be paid) credited without material fines or penaltiespenalties (excluding interest), except for any such claim for benefits claims for which any of the Insurance Companies reasonably believes that Company believed there is was a reasonable basis to contest payment and is taking such action.
(bii) Seller has made available All policy forms on which in force Reinsured Contracts were issued, and all amendments, applications and certificates pertaining thereto (collectively, the “Policy Forms”), where required by Applicable Law, have been approved by all applicable Governmental Authorities or filed with and not objected to Buyer trueby such Governmental Authorities within the time period provided by Applicable Law for objection, complete and correct copies of all underwriting manuals (including each amendment thereto) utilized by the Insurance Companies with respect other than such exceptions that would not be materially adverse to the Insurance Contracts. The underwriting standards utilized Company and rates and rating factors and criteria applied by the Insurance Companies with respect to the Insurance Contracts outstanding as of the date hereof conformed all such Policy Forms comply in all material respects to those contained in the Insurance Companies’ applicable underwriting manuals as in effect at the times such Insurance Contracts were underwritten and, with Applicable Law. No material deficiencies have been asserted by any Governmental Authority with respect to any Insurance Contract reinsured such filings which have not been cured or otherwise resolved.
(iii) Any rates currently used for in whole force Reinsured 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 partthe aggregate, conform have not had, and would not reasonably be expected to have, a Company Material Adverse Effect.
(iv) The Reinsured Contracts that are in force or 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.
(v) As of the SAPA Execution Date, 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.
(vi) Since January 1, 2014, each Reinsured Contract that is a security has been (A) offered and sold, and all purchase payments under such Reinsured Contracts have been received, pursuant to an effective registration statement under the Securities Act or (B) offered and sold in reasonable reliance upon an applicable exemption from the registration and prospectus delivery requirements of the Securities Act.
(vii) Since January 1, 2014, each private placement memorandum, prospectus, offering document, sales brochure, sales literature or advertising material, as amended or supplemented, relating to any Reinsured Contract or any Separate Account, as of their respective mailing dates or dates of use, complied in all material respects to the standards and ratings required pursuant to the terms of the related reinsurancewith Applicable Law. Since January 1, coinsurance2014, modified coinsurance all advertising or other similar contracts.
(c) To the Knowledge of Seller: (i) each Producer, at the time such Producer solicited, negotiated, wrote, sold or produced business for the Insurance Companies, to the extent required by Law as then in effect, was duly and appropriately appointed by the Insurance Companies to act as a Producer for the Insurance Company and was duly and appropriately licensed as a Producer (for the type of business solicited, negotiated, written, sold or produced by such Producer), in each case, in the particular jurisdiction in which such Producer solicited, negotiated, wrote, sold or produced such business for the Insurance Companies; (ii) no such Producer violated any material term or provision of any Law as then in effect applicable marketing materials relating to any aspect (including, but not limited to, the soliciting, negotiating, marketing, sale or production) of the Insurance Companies’ products; (iii) no such Producer has materially breached the terms of any agency or broker Reinsured Contract that were required to be filed with or for the benefit of the Insurance Companies (excluding engaging in “twisting” activities); and (iv) no Producer designated by any of the Insurance Companies as a General Agent has engaged in “twisting” activities.
(d) Each Insurance Contract policy or certificate form, as well as any related application form, written advertising material (including such material placed on any of the Insurance Companies’ websites) and rate or rule currently or previously marketed, filed or otherwise utilized by the Insurance Companies, the use or issuance of which requires filing or approval, has been appropriately filed and, if required, approved by the applicable Governmental Entities in each jurisdiction requiring such filing or approval. To the Knowledge of Seller, all such policies and certificates, forms, applications, advertising materials and rates or rules are or were, as applicable, in compliance with, and utilized in compliance with Law and within the scope of the approvals received therefor.
(e) No provision in any in-force Insurance Contract gives the holder thereof FINRA or any other Person the right to receive dividends, distributions or other benefits based on the revenue, earnings or profits of the Insurance Companies, except for traditional participating policies and charter policies. Neither of the Insurance Companies is a party to any agreement providing for the collection of insurance premiums payable to the Insurance Companies by any other Person other than agreements that allow the Producer to collect the initial premium payment in the form of a remittance made payable to the Insurance CompaniesGovernmental Authority have been timely filed therewith.
(f) Since December 31, 2002, no customer or related group of customers, and no Producer, in either case which accounted for (i) one percent or more of the aggregate annuity considerations or deposits collected by the Insurance Companies during the 12 month period ended December 31, 2004 or during the years ended December 31, 2003 or 2002, or (ii) one percent or more of the aggregate reserves of the Insurance Companies under Annuity Contracts as reflected on the SAP Statements for the years ended December 31, 2004, 2003 or 2002, has or have at its or their initiative, terminated or threatened in writing to terminate its or their relationship with the Insurance Companies.
(g) The financial strength or claims-paying ability of (i) Laurel is rated “B” and (ii) AFL is rated “B,” in each case by A.M. Best Company, Inc. as of the date hereof.
Appears in 2 contracts
Samples: Annuity Reinsurance Agreement (Talcott Resolution Life Insurance Co), Annuity Reinsurance Agreement (Talcott Resolution Life Insurance Co)
Insurance Issued by the Insurance Companies. (a) Since January 1, 20022018, all benefits claimed due and payable, or required to be credited, by any Person under or on behalf of any Insurance Contract Company on Insurance Contracts in force on such dates have in all material respects been paid (or provision for payment thereof has been made) credited, as the case may be, in accordance with the terms of the contracts Insurance Contracts under which they arose arose, and such payments or credits were not materially delinquent and were paid (or will be paid) credited without material fines or penaltiespenalties (excluding interest), except for any such claim for benefits claims for which any of the applicable Insurance Companies reasonably believes that Company believed there is was a reasonable basis to contest payment and is taking such action.
(b) Seller has made available Since January 1, 2018, all policy forms on which in force Insurance Contracts were issued, and all amendments, applications, and certificates pertaining thereto (collectively, the “Policy Forms”), and all rates, marketing materials, advertising materials and other similar materials, in each case where required by applicable Law, have been approved by all applicable Governmental Authorities or filed with and not objected to Buyer trueby such Governmental Authorities within the time period provided by applicable Law for objection, complete and correct copies of all underwriting manuals (including each amendment thereto) utilized by other than such exceptions that would not be materially adverse to the Insurance Companies with respect to the Insurance Contracts. The underwriting standards utilized and rates all such Policy Forms and rating factors and criteria applied by the Insurance Companies with respect to the Insurance Contracts outstanding as of the date hereof conformed other materials comply in all material respects to those contained in the Insurance Companies’ with applicable underwriting manuals as in effect at the times such Insurance Contracts were underwritten andLaw. Since January 1, 2018, no material deficiencies have been asserted by any Governmental Authority with respect to any Insurance Contract reinsured in whole such filings which have not been cured or in part, conform in all material respects to the standards and ratings required pursuant to the terms of the related reinsurance, coinsurance, modified coinsurance or other similar contractsotherwise resolved.
(c) To the Knowledge of Seller: (i) each ProducerThe Insurance Contracts that are in force or have been in force at any time since January 1, at the time such Producer solicited2018 have been marketed, negotiatedsold, wroteissued, sold or produced business for the Insurance Companiesmaintained and administered in compliance, in all material respects, with applicable Law, including all Laws relating to suitability, “best interest” and other Laws relating to the extent required by Law as then in effect, was duly marketing and appropriately appointed by the Insurance Companies to act as a Producer for the Insurance Company sales of annuity and was duly and appropriately licensed as a Producer (for the type of business solicited, negotiated, written, sold or produced by such Producer), in each case, in the particular jurisdiction in which such Producer solicited, negotiated, wrote, sold or produced such business for the Insurance Companies; (ii) no such Producer violated any material term or provision of any Law as then in effect applicable to any aspect (including, but not limited to, the soliciting, negotiating, marketing, sale or production) of the Insurance Companies’ other retirement products; (iii) no such Producer has materially breached the terms of any agency or broker Contract with or for the benefit of the Insurance Companies (excluding engaging in “twisting” activities); and (iv) no Producer designated by any of the Insurance Companies as a General Agent has engaged in “twisting” activities.
(d) Each There are no material unpaid claims or assessments made against any Insurance Contract policy Company by any state insurance guaranty associations or certificate form, as well as any related application form, written advertising material (including similar organizations in connection with such material placed on any of the Insurance Companies’ websites) and rate or rule currently or previously marketed, filed or otherwise utilized by the Insurance Companies, the use or issuance of which requires filing or approval, has been appropriately filed and, if required, approved by the applicable Governmental Entities in each jurisdiction requiring such filing or approval. To the Knowledge of Seller, all such policies and certificates, forms, applications, advertising materials and rates or rules are or were, as applicable, in compliance with, and utilized in compliance with Law and within the scope of the approvals received thereforassociation’s insurance guarantee fund.
(e) No provision in any in-force Since January 1, 2018, each Insurance Contract gives that is a security or that includes a market adjustment or interest adjustment factor has been (i) offered and sold, and all purchase payments under such Insurance Contracts have been received, pursuant to an effective registration statement under the holder thereof Securities Act or any other Person (ii) offered and sold in reasonable reliance upon an applicable exemption from the right to receive dividends, distributions or other benefits based on the revenue, earnings or profits registration and prospectus delivery requirements of the Insurance Companies, except for traditional participating policies and charter policies. Neither of the Insurance Companies is a party to any agreement providing for the collection of insurance premiums payable to the Insurance Companies by any other Person other than agreements that allow the Producer to collect the initial premium payment in the form of a remittance made payable to the Insurance CompaniesSecurities Act.
(f) Since December 31January 1, 20022018, no customer each private placement memorandum, prospectus, offering document, sales brochure, sales literature or related group advertising material, as amended or supplemented, relating to any Insurance Contract or any Separate Account, as of customerstheir respective mailing dates or dates of use, and no Producercomplied in all material respects with applicable Law. Since January 1, in either case which accounted for (i) one percent 2018, all advertising or more of the aggregate annuity considerations marketing materials relating to any Insurance Contract that were required to be filed with FINRA or deposits collected by the Insurance Companies during the 12 month period ended December 31, 2004 or during the years ended December 31, 2003 or 2002, or (ii) one percent or more of the aggregate reserves of the Insurance Companies under Annuity Contracts as reflected on the SAP Statements for the years ended December 31, 2004, 2003 or 2002, has or any other Governmental Authority have at its or their initiative, terminated or threatened in writing to terminate its or their relationship with the Insurance Companiesbeen timely filed therewith.
(g) The financial strength or claims-paying ability of (i) Laurel is rated “B” and (ii) AFL is rated “B,” in each case by A.M. Best CompanySince their initial offering, Inc. as shares of the date hereofregistered index-linked annuity products of the Acquired Companies have been registered under the Securities Act during such period or periods for which such registration was required, the related registration statement has become effective under the Securities Act, no stop order suspending the effectiveness of any such registration statement has been issued and no proceedings for that purpose have been instituted or, to the Knowledge of Seller, are contemplated, neither such registration statement nor any amendments thereto contained, at the time such registration statement or amendment became effective, an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and the applicable Insurance Company has paid all fees and assessments due and payable in connection therewith.
Appears in 1 contract
Samples: Stock Purchase Agreement (American Financial Group Inc)
Insurance Issued by the Insurance Companies. Except as set forth in Section 5.15 of the Seller Disclosure Schedule:
(a) Since January 1, 20022014, all benefits claimed due and payable, or required to be credited, by any Person under or on behalf of any Insurance Contract Company (or, solely with respect to the HLA Insurance Contracts, HLA) on Insurance Contracts in force on such dates have in all material respects been paid (or provision for payment thereof has been made) credited, as the case may be, in accordance with the terms of the contracts Insurance Contracts under which they arose arose, and such payments or credits were not materially delinquent and were paid (or will be paid) credited without material fines or penaltiespenalties (excluding interest), except for any such claim for benefits claims for which any of the applicable Insurance Companies reasonably believes that Company or HLA, as applicable, believed there is was a reasonable basis to contest payment and is taking such action.
(b) Seller has made available All policy forms on which in force Insurance Contracts were issued, and all amendments, applications, and certificates pertaining thereto (collectively, the “Policy Forms”), where required by applicable Law, have been approved by all applicable Governmental Authorities or filed with and not objected to Buyer trueby such Governmental Authorities within the time period provided by applicable Law for objection, complete and correct copies of all underwriting manuals (including each amendment thereto) utilized by other than such exceptions that would not be materially adverse to the Insurance Companies with respect to the Insurance Contracts. The underwriting standards utilized and rates and rating factors and criteria applied by the Insurance Companies with respect to the Insurance Contracts outstanding as of the date hereof conformed all such Policy Forms comply in all material respects to those contained in the Insurance Companies’ with applicable underwriting manuals as in effect at the times such Insurance Contracts were underwritten and, Law. No material deficiencies have been asserted by any Governmental Authority with respect to any Insurance Contract reinsured in whole such filings which have not been cured or in part, conform in all material respects to the standards and ratings required pursuant to the terms of the related reinsurance, coinsurance, modified coinsurance or other similar contractsotherwise resolved.
(c) To the Knowledge of Seller: (i) each ProducerAny rates currently used for in force Insurance Contracts, at the time where required to be filed with or approved by any Governmental Authority, have been so filed or approved, and such Producer solicitedrates conform thereto, negotiatedsubject to such exceptions that, wrote, sold individually or produced business for the Insurance Companies, to the extent required by Law as then in effect, was duly and appropriately appointed by the Insurance Companies to act as a Producer for the Insurance Company and was duly and appropriately licensed as a Producer (for the type of business solicited, negotiated, written, sold or produced by such Producer), in each case, in the particular jurisdiction in which such Producer solicitedaggregate, negotiatedhave not had, wroteand would not reasonably be expected to have, sold or produced such business for the Insurance Companies; (ii) no such Producer violated any material term or provision of any Law as then in effect applicable to any aspect (including, but not limited to, the soliciting, negotiating, marketing, sale or production) of the Insurance Companies’ products; (iii) no such Producer has materially breached the terms of any agency or broker Contract with or for the benefit of the Insurance Companies (excluding engaging in “twisting” activities); and (iv) no Producer designated by any of the Insurance Companies as a General Agent has engaged in “twisting” activitiesCompany Material Adverse Effect.
(d) Each The Insurance Contract policy Contracts that are in force or certificate formhave been in force at any time since January 1, as well as any related application form, written advertising material (including such material placed on any of the Insurance Companies’ websites) and rate or rule currently or previously 2014 have been marketed, filed or otherwise utilized by the Insurance Companiessold, the use or issuance of which requires filing or approvalissued, has been appropriately filed and, if required, approved by the applicable Governmental Entities maintained and administered in each jurisdiction requiring such filing or approval. To the Knowledge of Seller, all such policies and certificates, forms, applications, advertising materials and rates or rules are or were, as applicablecompliance, in compliance withall material respects, and utilized in compliance with Law and within the scope of the approvals received thereforapplicable Law.
(e) No provision in any in-force Insurance Contract gives the holder thereof or any other Person the right to receive dividends, distributions or other benefits based on the revenue, earnings or profits As of the date hereof, there are no material unpaid claims or assessments made against any Insurance Companies, except for traditional participating policies and charter policies. Neither of the Insurance Companies is a party to any agreement providing for the collection of insurance premiums payable to the Insurance Companies Company by any other Person other than agreements that allow the Producer to collect the initial premium payment state insurance guaranty associations or similar organizations in the form of a remittance made payable to the Insurance Companiesconnection with such association’s insurance guarantee fund.
(f) Since December 31January 1, 20022014, no customer or related group of customers, and no Producer, in either case which accounted for each Insurance Contract that is a security has been (i) one percent or more of offered and sold, and all purchase payments under such Insurance Contracts have been received, pursuant to an effective registration statement under the aggregate annuity considerations or deposits collected by the Insurance Companies during the 12 month period ended December 31, 2004 or during the years ended December 31, 2003 or 2002, Securities Act or (ii) one percent or more offered and sold in reasonable reliance upon an applicable exemption from the registration and prospectus delivery requirements of the aggregate reserves of the Insurance Companies under Annuity Contracts as reflected on the SAP Statements for the years ended December 31, 2004, 2003 or 2002, has or have at its or their initiative, terminated or threatened in writing to terminate its or their relationship with the Insurance CompaniesSecurities Act.
(g) The financial strength Since January 1, 2014, each private placement memorandum, prospectus, offering document, sales brochure, sales literature or claims-paying ability of (i) Laurel is rated “B” and (ii) AFL is rated “B,” in each case by A.M. Best Companyadvertising material, Inc. as amended or supplemented, relating to any Insurance Contract or any Separate Account, as of the date hereoftheir respective mailing dates or dates of use, complied in all material respects with applicable Law. Since January 1, 2014, all advertising or marketing materials relating to any Insurance Contract that were required to be filed with FINRA or any other Governmental Authority have been timely filed therewith.
Appears in 1 contract
Samples: Stock and Asset Purchase Agreement (Hartford Financial Services Group Inc/De)
Insurance Issued by the Insurance Companies. Except as set forth in Section 5.15 of the Seller Disclosure Schedule:
(a) Since January 1, 20022014, all benefits claimed due and payable, or required to be credited, by any Person under or on behalf of any Insurance Contract Company (or, solely with respect to the HLA Insurance Contracts, HLA) on Insurance Contracts in force on such dates have in all material respects been paid (or provision for payment thereof has been made) credited, as the case may be, in accordance with the terms of the contracts Insurance Contracts under which they arose arose, and such payments or credits were not materially delinquent and were paid (or will be paid) credited without material fines or penaltiespenalties (excluding interest), except for any such claim for benefits claims for which any of the applicable Insurance Companies reasonably believes that Company or HLA, as applicable, believed there is was a reasonable basis to contest payment and is taking such action.
(b) Seller has made available All policy forms on which in force Insurance Contracts were issued, and all amendments, applications, and certificates pertaining thereto (collectively, the “Policy Forms”), where required by applicable Law, have been approved by all applicable Governmental Authorities or filed with and not objected to Buyer trueby such Governmental Authorities within the time period provided by applicable Law for objection, complete and correct copies of all underwriting manuals (including each amendment thereto) utilized by other than such exceptions that would not be materially adverse to the Insurance Companies with respect to the Insurance Contracts. The underwriting standards utilized and rates and rating factors and criteria applied by the Insurance Companies with respect to the Insurance Contracts outstanding as of the date hereof conformed all such Policy Forms comply in all material respects to those contained in the Insurance Companies’ with applicable underwriting manuals as in effect at the times such Insurance Contracts were underwritten and, Law. No material deficiencies have been asserted by any Governmental Authority with respect to any Insurance Contract reinsured in whole such filings which have not been cured or in part, conform in all material respects to the standards and ratings required pursuant to the terms of the related reinsurance, coinsurance, modified coinsurance or other similar contractsotherwise resolved.
(c) To the Knowledge of Seller: (i) each ProducerAny rates currently used for in force Insurance Contracts, at the time where required to be filed with or approved by any Governmental Authority, have been so filed or approved, and such Producer solicitedrates conform thereto, negotiatedsubject to such exceptions that, wrote, sold individually or produced business for the Insurance Companies, to the extent required by Law as then in effect, was duly and appropriately appointed by the Insurance Companies to act as a Producer for the Insurance Company and was duly and appropriately licensed as a Producer (for the type of business solicited, negotiated, written, sold or produced by such Producer), in each case, in the particular jurisdiction in which such Producer solicitedaggregate, negotiatedhave not had, wroteand would not reasonably be expected to have, sold or produced such business for the Insurance Companies; (ii) no such Producer violated any material term or provision of any Law as then in effect applicable to any aspect (including, but not limited to, the soliciting, negotiating, marketing, sale or production) of the Insurance Companies’ products; (iii) no such Producer has materially breached the terms of any agency or broker Contract with or for the benefit of the Insurance Companies (excluding engaging in “twisting” activities); and (iv) no Producer designated by any of the Insurance Companies as a General Agent has engaged in “twisting” activitiesCompany Material Adverse Effect.
(d) Each The Insurance Contract policy Contracts that are in force or certificate formhave been in force at any time since January 1, as well as any related application form, written advertising material (including such material placed on any of the Insurance Companies’ websites) and rate or rule currently or previously 2014 have been marketed, filed or otherwise utilized by the Insurance Companiessold, the use or issuance of which requires filing or approvalissued, has been appropriately filed and, if required, approved by the applicable Governmental Entities maintained and administered in each jurisdiction requiring such filing or approval. To the Knowledge of Seller, all such policies and certificates, forms, applications, advertising materials and rates or rules are or were, as applicablecompliance, in compliance withall material respects, and utilized in compliance with Law and within the scope of the approvals received thereforapplicable Law.
(e) No provision in any in-force Insurance Contract gives the holder thereof or any other Person the right to receive dividends, distributions or other benefits based on the revenue, earnings or profits As of the date hereof, there are no material unpaid claims or assessments made against any Insurance Companies, except for traditional participating policies and charter policies. Neither of the Insurance Companies is a party to any agreement providing for the collection of insurance premiums payable to the Insurance Companies Company by any other Person other than agreements that allow the Producer to collect the initial premium payment state insurance guaranty associations or similar organizations in the form of a remittance made payable to the Insurance Companiesconnection with such association’s insurance guarantee fund.
(f) Since December 31January 1, 20022014, no customer or related group of customers, and no Producer, in either case which accounted for each Insurance Contract that is a security has been
(i) one percent or more of offered and sold, and all purchase payments under such Insurance Contracts have been received, pursuant to an effective registration statement under the aggregate annuity considerations or deposits collected by the Insurance Companies during the 12 month period ended December 31, 2004 or during the years ended December 31, 2003 or 2002, Securities Act or (ii) one percent or more offered and sold in reasonable reliance upon an applicable exemption from the registration and prospectus delivery requirements of the aggregate reserves of the Insurance Companies under Annuity Contracts as reflected on the SAP Statements for the years ended December 31, 2004, 2003 or 2002, has or have at its or their initiative, terminated or threatened in writing to terminate its or their relationship with the Insurance CompaniesSecurities Act.
(g) The financial strength Since January 1, 2014, each private placement memorandum, prospectus, offering document, sales brochure, sales literature or claims-paying ability of (i) Laurel is rated “B” and (ii) AFL is rated “B,” in each case by A.M. Best Companyadvertising material, Inc. as amended or supplemented, relating to any Insurance Contract or any Separate Account, as of the date hereoftheir respective mailing dates or dates of use, complied in all material respects with applicable Law. Since January 1, 2014, all advertising or marketing materials relating to any Insurance Contract that were required to be filed with FINRA or any other Governmental Authority have been timely filed therewith.
Appears in 1 contract
Samples: Stock and Asset Purchase Agreement
