Insurance Producers. Except as, individually or in the aggregate, is not and would not be reasonably expected to be, material to the Company and its 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, negotiated or sold any Insurance Contract, was duly and appropriately appointed by an Insurance Company, 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 such Insurance Company), in each jurisdiction in which such Insurance Producer was required to be so licensed, and no such Insurance Producer violated any term or provision of applicable Law relating to the solicitation, negotiation or sale of any Insurance Contract, (b) has not breached the terms of any agency or broker contract with any Insurance Company or violated in any material respect any Law or policy of any Insurance Company in the solicitation, negotiation or sale of business for any Insurance Company, (c) 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 any Insurance Company nor has any Insurance Producer been subject to any enforcement or disciplinary proceeding alleging any such violation and (d) 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) disputes between the Company or any Insurance Company 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 any Insurance Company or (iii) material amounts owed by any Insurance Producer to any Insurance Company. The manner in which the Insurance Companies compensate Insurance Producers involved in the solicitation, negotiation, sale or servicing of Insurance Contracts is in compliance in all material respects with applicable Law and the terms of any applicable agreement with such Insurance Producers in all material respects.
Appears in 2 contracts
Samples: Merger Agreement (Brookfield Asset Management Reinsurance Partners Ltd.), Merger Agreement (American National Group Inc)
Insurance Producers. Except as, individually or in the aggregate, is not and would not be reasonably expected to be, material to the Company and its 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, negotiated solicited or sold any Insurance Contract, was duly and appropriately appointed by an a Company Insurance CompanySubsidiary, in compliance with applicable Lawlaw, 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 such the Company Insurance CompanySubsidiary), in each jurisdiction in which such Insurance Producer was required to be so licensed, and and, to the knowledge of the Company, no such Insurance Producer violated any term or provision of applicable Law law relating to the solicitation, negotiation solicitation or sale of any Insurance ContractContract in any material respect, (b) to the knowledge of the Company, has not breached the terms of any agency or broker contract with any the Company Insurance Company Subsidiary or violated in any material respect any Law or policy of any the Company Insurance Company Subsidiary in the solicitation, negotiation solicitation or sale of business for any the Company Insurance Company, 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 law in connection with such Insurance Producer’s actions in his, her or its capacity as an Insurance Producer for any the Company Insurance Company nor Subsidiary nor, to the knowledge of the Company, has any Insurance Producer been subject to any enforcement or disciplinary proceeding alleging any such violation and (d) 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 Company 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 any the Company Insurance Company Subsidiary or (iii) material amounts owed by any Insurance Producer to any Company Insurance CompanySubsidiary. The manner in which the Company Insurance Companies compensate Subsidiary compensates Insurance Producers involved in the solicitation, negotiation, sale or servicing of Insurance Contracts is in compliance in all material respects with applicable Law law and the terms of any applicable agreement with such Insurance Producers in all material respects.
Appears in 2 contracts
Samples: Merger Agreement (Metromile, Inc.), Merger Agreement (Lemonade, Inc.)