Insurance Regulatory Matters. Each Subsidiary that is required to be organized and licensed as an insurance or reinsurance company (collectively, the “Insurance Subsidiaries”) is duly licensed as an insurance or reinsurance company in its jurisdiction of organization and is duly licensed or authorized as an insurer or reinsurer in each jurisdiction outside its jurisdiction of organization where it is required to be so licensed or authorized to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus, except where the failure to be so licensed or authorized, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. The Insurance Subsidiaries have made all required filings under applicable insurance and reinsurance statutes in each jurisdiction where such filings are required, except for such filings the failure of which to make would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Each of the Insurance Subsidiaries has all other necessary authorizations, approvals, orders, consents, certificates, permits, registrations and qualifications (“Authorizations”), of and from all insurance and reinsurance regulatory authorities necessary to conduct their respective existing business as described in the Registration Statement, the General Disclosure Package and the Prospectus, except where the failure to have such Authorizations, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, and no Insurance Subsidiary has received any notification from any insurance or reinsurance regulatory authority to the effect that any additional Authorizations are needed to be obtained by any Insurance Subsidiary in any case where it would reasonably be expected that the failure to obtain such additional Authorizations would result in a Material Adverse Effect, and, except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus, no insurance or reinsurance regulatory authority having jurisdiction over any Insurance Subsidiary has issued any order or decree impairing, restricting or prohibiting (i) the payment of dividends by any Insurance Subsidiary to its parent, other than those restrictions applicable to insurance or reinsurance companies under such jurisdiction generally or (ii) the continuation of the business of the Company or any of the Insurance Subsidiaries...
Insurance Regulatory Matters. No License of any Insurance Subsidiary, the loss of which could reasonably be expected to have a Material Adverse Effect, is the subject of a proceeding for suspension or revocation. To the knowledge of the Borrower, there is no sustainable basis for such suspension or revocation, and no such suspension or revocation has been threatened by any Governmental Authority.
Insurance Regulatory Matters. (a) Section 3.17 of the Company Disclosure Letter lists all Subsidiaries of the Company that are licensed to write insurance business (each, a "Company Insurance Subsidiary") and lists all jurisdictions in which each such Subsidiary is licensed to write insurance business.
(b) The Company has made available to Parent copies of all financial examination reports of state insurance departments with respect to any Company Insurance Subsidiary which have been completed and reports issued since January 1, 2005. Since January 1, 2005, no material violations of Applicable Laws of any Company Insurance Subsidiary have been asserted in writing by any Governmental Entity, other than any violation which has been cured or otherwise resolved to the satisfaction of such Governmental Entity.
(c) Since January 1, 2005, the Company and its Subsidiaries have filed all material reports, statements, documents, registrations, filings or submissions required to be filed by such entity with any Governmental Entity, and all such reports, registrations, filings and submissions are in compliance (and complied at the relevant time) in all material respects with Applicable Laws and no material deficiencies have been asserted in writing by any such Governmental Entity since January 1, 2005 with respect to any material reports, statements, documents, registrations, filings or submissions required to be filed with respect to the Company or its Subsidiaries with any Governmental Entity that have not been remedied. Neither the Company nor any of its Subsidiaries is or has been since 2005 a "commercially domiciled insurer" under the laws of any jurisdiction or is or since 2005 has otherwise been treated as domiciled in a jurisdiction other than its jurisdiction of organization.
(d) Neither the Company nor any of its Subsidiaries is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has adopted any resolutions at the request of, any Governmental Entity that by its terms restricts in any material respect the conduct of the business of the Company or its Subsidiaries nor has the Company been advised in writing by any Governmental Entity since January 1, 2005 that it is considering issuing or requesting any such agreement. There are no insurance policies issued, reinsured or assumed by the Company or any of its Subsidiaries that are currently in ...
Insurance Regulatory Matters. Each of the Company and its Subsidiaries that conducts an insurance business (other than any entity which merely serves as a broker of insurance products) (an “Insurance Subsidiary”) is duly organized and licensed as an insurance company in its jurisdiction of organization or incorporation, as the case may be, and each of the Company and its Insurance Subsidiaries is duly licensed or authorized as an insurer in each other jurisdiction where it is required to be so licensed or authorized to conduct its business, in each case, with such exceptions, individually or in the aggregate, as would not reasonably be expected to result in a Material Adverse Change; each of the Company and its Insurance Subsidiaries is in compliance with the requirements of the insurance laws and regulations of its jurisdiction of organization or incorporation, as the case may be, and the insurance laws and regulations of other jurisdictions which are applicable to it, and has filed all notices, reports, documents or other information required to be filed thereunder (“Notices”), in each case with such exceptions, individually or in the aggregate, as would not result in a Material Adverse Change; and, except as otherwise set forth in the Prospectus, neither the Company nor any of its Insurance Subsidiaries has received any notification from any insurance regulatory authority to the effect that any additional consent, approval, authorization, order, registration or qualification (“Approval”) from such insurance regulatory authority is needed to be obtained by the Company or its Insurance Subsidiaries in any case where it would be reasonably expected that the failure to obtain such Approval would result in a Material Adverse Change.
Insurance Regulatory Matters. (a) The Company is properly authorized to transact the lines of business it is currently transacting in each jurisdiction in which it is admitted to transact business;
(b) The Company has furnished the Buyer with all reinsurance and coinsurance treaties pursuant to which the Company cedes or assumes insurance and all assumption reinsurance agreements;
(c) The Company has furnished the Buyer with a true and complete specimen of the form of each type of insurance policy issued by the Company at any time since its inception which is currently in force or under which the Company currently has obligations, as well as any underwriting manuals utilized by the Company in connection with each type of policy currently being issued; and
(d) As of the date hereof, the Company has made all filings required to be made by the Company with any state insurance department, such filings were in material compliance with applicable law when filed and no material deficiencies have been asserted by any state insurance department in connection with any such filing.
Insurance Regulatory Matters. No Permit that is necessary for the conduct of the Borrower’s or a Subsidiary’s business as currently conducted is the subject of a formal administrative action for suspension or revocation, except where such suspension or revocation would not reasonably be expected to have a Material Adverse Effect.
Insurance Regulatory Matters. (a) The Company is, and at all times since January 1, 2019, has been, in compliance with all applicable insurance Laws, except for such non-compliance which would not reasonably be expected to result in a Material Adverse Effect.
(b) Without limiting the generality of Section 5.24(a), there is no Action, or proceeding pending or, to the knowledge of the Company, threatened in writing against the Company alleging a violation of insurance Laws that would result in suspension or revocation of any Permit.
Insurance Regulatory Matters. The Cedant has made available to the Reinsurer complete and correct (i) copies of all material reports and registrations (including registrations as a member of an insurance holding company system and risk based capital reports) and any supplements or amendments thereto filed since January 1, 2018 by the Cedant with respect to the Subject Annuities with applicable Governmental Authorities, (ii) copies of all financial examination and market conduct examination reports of all applicable Governmental Authorities with respect to the Subject Annuities issued since January 1, 2018 and (iii) copies of all other material correspondence, orders, inquiries and other materials relating to the Subject Annuities received from or delivered to any insurance regulator, including those relating to the Cedant’s accounting, actuarial, reporting and claims-handling practices, since January 1, 2018, or that are in effect as of the date hereof. The Cedant is not, as of the date hereof, subject to any pending financial or market conduct examination by any applicable Governmental Authorities with respect to the Subject Annuities. The Cedant has made available to the Reinsurer complete and correct copies of all material policy forms in respect of the Subject Annuities.
Insurance Regulatory Matters. The Company has made available to Purchaser true and complete copies of all examination reports (and have notified Purchaser in writing of any pending examinations to the Knowledge of the Company) conducted by an Insurance Regulator with respect to the Company or Park Wilshire that have been finalized since January 1, 2019, unless the most recent examination report for the Company or Park Wilshire was received prior to that date, in which case a true and complete copy of each such earlier examination report. Since January 1, 2019, no violations have been asserted in writing by any Insurance Regulator, other than any violation which has been cured or otherwise resolved to the satisfaction of such Insurance Regulator without imposition of any material penalty, condition or obligation on the Company or Park Wilshire.
Insurance Regulatory Matters. (a) Company has made available to Parent: (A) copies of all reports, statements, certifications and registrations and any supplements or amendments thereto filed since January 1, 2013 by each Group Insurance Company with its respective Insurance Regulator and (B) copies of all financial examination reports, market conduct examination reports and similar examinations of the Insurance Regulator with respect to each Group Insurance Company issued since January 1, 2013.
(b) Since January 1, 2013, each Group Insurance Company has filed all reports, statements, documents, registrations, filings and submissions required to be filed by such Group Insurance Company with the Insurance Regulator except to the extent that the failure to file would not, individually or in the aggregate, be material to such Group Insurance Company.
(c) Except as set forth on Schedule 3.19(c), no Group Insurance Company is subject to any pending financial examination or market conduct examination.
(d) All Producer Agreements entered into by Company are, to the extent required by applicable Law, on forms acceptable in all material respects to all applicable insurance departments or that have been filed with and approved by all applicable insurance departments or were not objected to by any such insurance department within any period provided for objection.
