Insurance Operations. Since the Look-Back Date, the business of Purchaser and Parent (including, to the Knowledge of Purchaser, business, marketing, operations, sales and issuances of insurance Contracts conducted by or through agents) has been conducted in compliance with applicable Insurance Laws except in each case as would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on Purchaser and Parent, taken as a whole, or Purchaser’s or Parent’s ability to consummate the Transactions. In addition,
Insurance Operations. (Verification of information; 16-21 use eligible livestock price insurance contracts; standards, procedures, methods, and instructions as issued by FCIC; form creation; Plan of Operations; compliance with State insurance laws; and conflict of interest)
Insurance Operations. (a) Since the Look-Back Date, CGHC has timely filed all annual and quarterly statements, together with all material exhibits, interrogatories, notes, schedules, risk capital reports and any actuarial opinions, affirmations or certifications or other supporting documents in connection therewith, in each case required to be filed by CGHC with or submitted by CGHC to the OCI on forms prescribed or permitted by the OCI (collectively, the “SAP Statements”). The SAP Statements complied in all material respects with all applicable Laws when filed. The statutory balance sheets and income statements included in the SAP Statements have been audited by CGHC’s independent auditors, and CGHC has delivered or made available to CareSource true and complete copies of all audit opinions related thereto for periods beginning on the Look-Back Date. CGHC complies in all material respects with all applicable solvency requirements, including risk-based capital requirements under applicable Laws The loss reserves of CGHC recorded in the SAP Statements for periods beginning on the Look-Back Date: (i) were determined in all material respects in accordance with actuarial standards of practice promulgated by the Actuarial Standards Board for use by actuaries when providing professional services in the United States in effect on that date (except as may be indicated in the notes thereto); (ii) were computed on the basis of methodologies consistent in all material respects with those used in computing the corresponding reserves in the prior fiscal year (except as may be indicated in the notes thereto); and (iii) include provisions for all actuarial reserves that were required at that time to be established in accordance with applicable Laws based on facts known to CGHC as of such date.
(b) Since the Look-Back Date, the business of CGHC (including, to the Knowledge of CGHC, business, marketing, operations, sales and issuances of insurance Contracts conducted by or through agents) has been conducted in compliance with applicable insurance Law except in each case as would not reasonably be expected to have, individually or in the aggregate, be material to CGHC, or CGHC’s ability to consummate the transactions contemplated hereby. In addition, (i) there is no (and since the Look-Back Date there has not been any) pending or, to the Knowledge of CGHC, threatened charge by any Governmental Authority that CGHC has violated in any material respect, nor is there (and since the Look-Back Date th...
Insurance Operations. Each Subsidiary has all approvals, certifications, authorizations, licenses, permits, governmental licenses, exemptions, classifications and registrations (the "Insurance Approvals"), necessary to conduct the business of insurance and insurance brokering, to the extent such business has been or is being conducted by any Subsidiary. The Disclosure Schedule lists every Insurance Approval that is in effect, has been applied for or is pending and identifies those Insurance Approvals and applications for Insurance Approvals that will be impaired as a result of Buyer's purchase of the Acquired Assets (including the capital stock of the Subsidiaries) and describes any action required to be taken to ensure that such Insurance Approvals will be enforceable by Buyer or the Subsidiaries after the Closing. Sellers have delivered to Buyer the originals, or if the originals are not available, then true and complete copies of, all of the Insurance Approvals. All Insurance Approvals are in full force and
Insurance Operations. Each party hereto recognizes and acknowledges that the ongoing, independent operation and continuity of the podiatric and chiropractic insurance operations and related business activities of PICA and the PICA Subsidiaries following the completion of the transactions contemplated hereby is important to the other party hereto and PICA’s policyholders and PRA hereby agrees, subject to operating constraints and reasonable financial performance consistent with past practice, to continue to operate PICA and its Subsidiaries as a freestanding operation (including underwriting, claims and risk management operations) from its current offices in Franklin, Tennessee located at 0000 Xxxxxxxx Xxxx, 37067, and subject to Section 7.5 hereof, under its current management team with respect to podiatric and chiropractic related business activities conducted by PICA and PRA and their respective Subsidiaries. The chief executive officer of PICA will continue to direct the management of PICA subject to the direction of the chief executive officer of PRA and the Board of Directors of PICA.
Insurance Operations. Except as set forth in Section 3.4 of the Seller Disclosure Schedule, the Acquired Companies conduct their insurance operations through the Insurance Companies. Each of the Insurance Companies (a) has a Governmental Authorization as an insurance company under the laws of the State of Wisconsin; (b) has a Governmental Authorization as an insurance company in each other jurisdiction where it is required to have such an authorization; and (c) through the date hereof, there is no pending, or threatened in writing, revocation, suspension or involuntary non-renewal of any of such Governmental Authorization. None of the Insurance Companies is “commercially domiciled” under the Laws of any jurisdiction or is otherwise treated as domiciled in a jurisdiction other than its respective jurisdiction of incorporation. None of the Acquired Companies write or conduct business or otherwise operate in any jurisdiction outside of the United States.
Insurance Operations. It is the intention of the parties, subject to operating constraints, to maintain the NCRIC home office as a PRA regional office with a substantial number of staff positions for the conduct of insurance operations in the mid-Atlantic states after the Merger. PRA may, after the Closing Date, modify or change the operating structure in the exercise of its business judgment.
Insurance Operations. It is the intention of the parties, subject to operating constraints, to maintain the PIC WISCONSIN home office (the "Madison Office") as a PRA regional office with a substantial number of staff positions for the conduct of insurance operations in the Northwest region after the Merger. The Northwest region will consist of the states of Iowa, Minnesota, Nebraska, Nevada, North Dakota, South Dakota and Wisconsin. Initially, PIC WISCONSIN would operate as a distinct operating division reporting to the ProAssurance Professional Liability Group with such consolidation of operations into PRA as is reasonably required to support the accounting, financial reporting and SOX (as defined in Section 4.7(h) of this Agreement) compliance obligations of PRA. Over a time period of two (2) to five (5) years, PIC WISCONSIN will move to the PRA regional structure, or such other operating structure as PRA is using at that time. The Madison Office will continue as a regional office of PRA providing claims, underwriting, marketing and risk management services for the Northwest region. PRA may, after the Closing Date, modify or change the operating structure in the exercise of its business judgment.
Insurance Operations. The Bank’s insurance operations have obtained any licenses that are required from any Governmental Authority or Governmental Authority under any applicable Law.
Insurance Operations. The insurance operations of MAI and PICM shall operate as distinct insurance operating groups as of the Closing Date. It is the intention of the parties, subject to any applicable tax and operating constraints, to conduct insurance operations in Alabama, West Virginia, Florida, Missouri, Georgia, Mississippi and other Southern States through MAI; and, to conduct insurance operations in Michigan (including the insurance operations of "MEEMIC" (as hereinafter defined)), Ohio, Illinois, Indiana, Kentucky, Pennsylvania, New Jersey and other Northern States through PICM. As of the Closing Date, A. Derrxxx Xxxxx, X.D. shall be the Chief Executive Officer of the insurance operations conducted through MAI and Victxx X. Xxxxx xxxll be the Chief Executive Officer of the insurance operations conducted through PICM. The Board of Directors of the Holding Company may, after the Closing Date, modify or change the operating structure and the responsibilities of PICM and MAI and their respective officers and employees if the Board of Directors in the exercise of its business judgment and fiduciary duty determines such modification or change to be in the interest of its stockholders or the policyholders of its subsidiaries.
