Insurance Producers Clause Samples

Insurance Producers. (a) To the Knowledge of Seller, since January 1, 2019, each Insurance Producer, at the time such Person marketed, wrote, sold or produced the Covered Insurance Policies, was duly licensed as required by applicable Law (for the type of business written, sold or produced) and, to the Knowledge of Seller, as of the date hereof, no Insurance Producer is in violation (or with or without notice or lapse of time or both, would be in violation) of any term or provision of any Law applicable to the writing, sale or production of such business, except for such failures to be licensed or such violations which have been cured, resolved or settled through agreements with applicable Governmental Entities, are barred by an applicable statute of limitations or as would not reasonably be expected to be material to the FSS Business. Other than the Insurance Producers, no Persons write, market, sell or produce products of the FSS Business in exchange for compensation. (b) Section 3.19(b) of the Seller Disclosure Letter sets forth a list of the Material Insurance Producers. (c) Since January 1, 2019, each of PRIAC and PICA has implemented and followed in all material respects programs and policies designed to provide reasonable assurance that each Insurance Producer at the time it wrote, marketed, produced, sold, solicited or serviced Covered Insurance Policies, to the extent required by applicable Law or Contract, was duly licensed, authorized and appointed (for the respective type of business written, marketed, produced, sold, solicited or serviced by such Insurance Producer), in each case, in the particular jurisdiction in which such Insurance Producer wrote, marketed, produced, sold, solicited or serviced such Covered Insurance Policies. (d) Neither PRIAC nor PICA has any plan or program for the payment of compensation to any Material Insurance Producer, except for marketing allowances, commissions and trail commissions. Since January 1, 2019, no Material Insurance Producer has terminated or notified Seller or its Affiliates in writing of its intent to terminate its relationship with Seller or its Affiliates with respect to the FSS Business. (e) In connection with the FSS Business, there are no outstanding disputes with any Insurance Producer (other than any Insurance Producer who is an employee of Seller or its Affiliates) concerning amounts of commissions or other incentive compensation in an amount in excess of $[Redacted].

Insurance Producers. Except as, individually or in the aggregate, is not and would not be reasonably expected to be, material to the Company and the Company Insurance Subsidiaries, taken as a whole, since January 1, 2019, each employee who is an Insurance Producer and, to the knowledge of the Company, each other Insurance Producer, (a) at the time such Insurance Producer solicited or sold any Insurance Contract, was duly and appropriately appointed by a Company Insurance Subsidiary, in compliance with applicable law, to act as an Insurance Producer for such Insurance Contract, and was duly and appropriately licensed as an Insurance Producer (for the type of business sold or produced by such Insurance Producer on behalf of the Company Insurance Subsidiary), in each jurisdiction in which such Insurance Producer was required to be so licensed, and, to the knowledge of the Company, no such Insurance Producer violated any term or provision of applicable law relating to the solicitation or sale of any Insurance Contract in any material respect, (b) to the knowledge of the Company, has not breached the terms of any agency or broker contract with the Company Insurance Subsidiary or violated in any material respect any policy of the Company Insurance Subsidiary in the solicitation or sale of business for the Company Insurance Subsidiary and (c) to the knowledge of the Company, has not been enjoined, indicted, convicted or made the subject of any consent decree or judgment on account of any violation in any material respect of applicable law in connection with such Insurance Producer’s actions in his, her or its capacity as an Insurance Producer for the Company Insurance Subsidiary nor, to the knowledge of the Company, has any Insurance Producer been subject to any enforcement or disciplinary proceeding alleging any such violation. The Company has not received any written notice from any Governmental Entity with respect to any Insurance Producer regarding any of the matters described in clauses (a) through (c). There are no outstanding (i) material disputes between the Company or any Company Insurance Subsidiary and an Insurance Producer concerning material amounts of commissions or other incentive compensation, (ii) to the knowledge of the Company, material errors and omissions claims against any Insurance Producer in regard to any Insurance Contract related to or arising from the Insurance Producer’s relationship with the Company or the Company Insurance Subsidiary or (iii) material a...

Insurance Producers. Except as would not have, individually or in the aggregate, a Material Adverse Effect, to the Knowledge of the Company, each Person, including salaried employees of the Company or its Insurance Subsidiaries, performing the duties of insurance producer, agency, managing general agent, third party administrator, broker, solicitor, adjuster, marketer, underwriter, wholesaler, distributor, producer or customer representative (collectively, “Producers”), at the time such Producer wrote, sold, solicited, produced, serviced or adjusted business, or performed such other act for or on behalf of the Company or any of its Insurance Subsidiaries that may require a producer’s, solicitor’s, broker’s, adjusters’ or other insurance license, was duly licensed and appointed, where required, as an insurance producer, managing general agent, third party administrator, broker, solicitor or adjuster, as applicable (for the type of business written, sold or produced by such insurance producer, agency, managing general agent, third party administrator, broker, solicitor, adjuster or customer representative), in the particular jurisdiction in which such Producer wrote, sold, produced, solicited or serviced such business. Except as would not have, individually or in the aggregate, a Material Adverse Effect, to the Knowledge of the Company, no such Producer violated any term or provision of applicable Law relating to the sale or production of any Insurance Contract and no Producer has breached the terms of any agency or broker contract with the Company or any of its Insurance Subsidiaries or violated any Law or policy of the Companies or its Insurance Subsidiaries in the solicitation, negotiation, writing, sale or production of business.

Insurance Producers. (a) Except as would not have, individually or in the aggregate, a Material Adverse Effect, each Person, including salaried employees of the Company or the Insurance Subsidiary, performing the duties of insurance producer, agency, managing general agent, third party administrator, broker, solicitor, adjuster, marketer, underwriter, wholesaler, distributor, producer or customer representative (collectively, “Producers”), at the time such Producer wrote, sold, solicited, produced, serviced or adjusted business, or performed such other act for or on behalf of the Company or the Insurance Subsidiary that may require a producer’s, solicitor’s, broker’s, adjusters’ or other insurance license, was duly licensed and appointed, where required, as an insurance producer, managing general agent, third party administrator, broker, solicitor or adjuster, as applicable (for the type of business written, sold or produced by such insurance producer, agency, managing general agent, third party administrator, broker, solicitor, adjuster or customer representative), in the particular jurisdiction in which such Producer wrote, sold, produced, solicited or serviced such business. Except as would not have, individually or in the aggregate, a Material Adverse Effect, no such Producer violated any term or provision of applicable Law relating to the sale or production of any Insurance Contract and no Producer has breached the terms of any agency or broker contract with the Company or the Insurance Subsidiary or violated any Law or policy of the Companies or its Insurance Subsidiaries in the solicitation, negotiation, writing, sale or production of business. (b) Since January 1, 2021, the Company and Insurance Subsidiary has not employed and do not employ or contract with any individuals who engage in any activities that required or now require insurance producer, agent or broker licenses (as applicable) in any U.S. jurisdiction (irrespective of whether such individuals are physically located in the United States) unless such individuals hold individual producer, agent or broker licenses, as applicable (each, an “Unlicensed Person”). No Unlicensed Person receives any compensation through commissions or other incentives tied to the placement (or likelihood of placement) of an insurance contract in contravention to the law and any payment to unlicensed persons comply with such laws.

Insurance Producers. (a) NPCC has made available to USAC true, correct and complete copies of such standard forms of the existing Contracts or other agreements relating to the marketing or sale of products of DCLIC (“Producer Agreements”) and copies of any Producer Agreements that differ from the standard forms. Such forms of Producer Agreements comply with all applicable Laws. As of the date of this Agreement, no other party to any Producer Agreement has given written notice to NPCC or DCLIC that it intends to terminate or cancel any Producer Agreement as a result of the transactions contemplated by this Agreement. Each Producer Agreement between DCLIC and each insurance producer, agent, managing general agent, broker, solicitor, and customer representative of DCLIC in connection with the sale of any insurance or other product (collectively, “Insurance Producers”) is valid and binding on DCLIC and, to the Knowledge of NPCC, each of the Insurance Producers that are a party thereto, and in full force and effect and enforceable in accordance with its terms. DCLIC is not in default, and, to the Knowledge of NPCC, no Insurance Producers are in default, under any Producer Agreement. (b) To the Knowledge of NPCC, at the time each Insurance Producer wrote, sold, or produced business, received compensation for such services or performed such other act that may have required a producer’s, solicitor’s, broker’s or other insurance license, was duly licensed and appointed, where required (for the type of business written, sold, or produced by such insurance producer, managing general agent, broker, solicitor, or customer representative) in the particular jurisdiction in which such Insurance Producer wrote, sold, produced, solicited, or serviced such business, as may be required by under applicable Law.

Insurance Producers. (a) Section 2.17(a) of the Disclosure Schedule sets forth a summary description of the standard form compensation arrangements in place on the date of this Agreement with classes of Pyramid's insurance agents, managers, brokers and other producers. Seller has provided to Purchaser copies of each standard form of agreement referred to in such summary description. (b) Except as set forth in Section 2.17(b) of the Disclosure Schedule, Pyramid (exclusive of its independent agents) and, to the knowledge of Seller, Parent and Pyramid, Pyramid's independent agents, have marketed, sold and issued products of Pyramid in compliance with the insurance laws applicable to the business of Pyramid in the respective jurisdictions in which such products have been sold other than such failures to comply that could not reasonably be expected to have, individually or in the aggregate, a Pyramid Material Adverse Effect. Except as set forth in Section 2.17(b) of the Disclosure Schedule, Pyramid has not received written notice as of the date of this Agreement of any review or investigation from any Governmental Entity of any marketing conduct and/or selling practices of Pyramid or its independent agents, other than periodic market conduct examinations arising in the ordinary course of business and Attorney General inquiries under such insurance laws arising in the ordinary course of business, and such other reviews or investigations which could not reasonably be expected to have, individually or in the aggregate, a Pyramid Material Adverse Effect. (c) Pyramid is not in default in the observance or performance of any term or obligation to be performed under its agency agreements except for such defaults the effect of which could not reasonably be expected to have, individually or in the aggregate, a Pyramid Material Adverse Effect. To the knowledge of Seller, Parent and Pyramid, no agent is in default in the observance of any term or obligation to be performed under the relevant agency agreement with Pyramid (other than ordinary course of business defaults in obligation with respect to normal commission advances), except for such defaults the effect of which could not reasonably be expected to have, individually or in the aggregate, a Pyramid Material Adverse Effect. Except as set forth in Section 2.17(c) of the Disclosure Schedule, to the knowledge of Seller, Parent and Pyramid no agent of Pyramid has asserted any material Claim against Pyramid for any compensation or other amou...

Insurance Producers. All contracts between an Insurance Company and ------------------- its insurance agents, managers, brokers, managing general agents and all other insurance producers (collectively "Insurance Producers") listed or required to be listed in Section 2.14 of the Seller Schedule are in full force and effect, except for any failures to be in full force and effect as would not, individually or in the aggregate, have a Company Material Adverse Effect. No Insurance Company is, and to the knowledge of Seller, none of the Insurance Producers are, in default in any material respect under any such contract. Set forth in Section 2.24 of the Seller Schedule is a true and correct (i) summary description of all material compensation arrangements with the Insurance Producers and (ii) a list of all managing general agents appointed by any Insurance Company. To the knowledge of Seller, each of the Insurance Producers is duly licensed in every jurisdiction in which such licensing is required by law to solicit, negotiate, effect, renew or bind policies of insurance, or otherwise to act as an insurance agent, broker, producer or managing general agent (as the case may be), and is in full compliance with applicable laws governing the activities of the Insurance Producers, except for any failures to be duly licensed or in full compliance as would not, individually or in the aggregate, have a Company Material Adverse Effect.

Insurance Producers. Section 2.18 of the Disclosure sets forth a summary description of the compensation arrangements in place on the date of this Agreement with Pyramid's insurance agents, managers, brokers and other producers, which summary is true and complete in all material respects. Seller has provided to Purchaser copies of each form of agreement in place on the date of this Agreement between Pyramid and its insurance producers.

Insurance Producers. Section 2.18 of the Disclosure Schedule sets forth a summary description of the compensation arrangements in place on the date of this Agreement with the Company's insurance agents, managers, brokers and other producers, which summary is true and complete in all material respects. Seller has provided to Purchaser copies of each form of agreement in place on the date of this Agreement between the Company and its insurance producers.