Common use of Insurance Subsidiaries Clause in Contracts

Insurance Subsidiaries. (a) Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on CIT, (i) since January 1, 2018, at the time each agent, representative, producer, reinsurance intermediary, wholesaler, third-party administrator, distributor, broker, employee or other person authorized to sell, produce, manage or administer products on behalf of any CIT Subsidiary (“CIT Agent”) wrote, sold, produced, managed, administered or procured business for a CIT Subsidiary, such CIT Agent was, at the time the CIT Agent wrote or sold business, duly licensed for the type of activity and business written, sold, produced, managed, administered or produced to the extent required by applicable law, (ii) no CIT Agent has been since January 1, 2018, or is currently, in violation (or with or without notice or lapse of time or both, would be in violation) of any law, rule or regulation applicable to such CIT Agent’s writing, sale, management, administration or production of insurance business for any CIT Insurance Subsidiary (as defined below), and (iii) each CIT Agent was appointed by CIT or a CIT Insurance Subsidiary in compliance with applicable insurance laws, rules and regulations and all processes and procedures undertaken with respect to such CIT Agent were undertaken in compliance with applicable insurance laws, rules and regulations. “CIT Insurance Subsidiary” means each Subsidiary of CIT through which insurance operations is conducted.

Appears in 2 contracts

Samples: Merger Agreement (Cit Group Inc), Merger Agreement (First Citizens Bancshares Inc /De/)

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Insurance Subsidiaries. (a) Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on CITBancShares, (i) since January 1, 2018, at the time each agent, representative, producer, reinsurance intermediary, wholesaler, third-party administrator, distributor, broker, employee or other person authorized to sell, produce, manage or administer products on behalf of any CIT BancShares Subsidiary (“CIT BancShares Agent”) wrote, sold, produced, managed, administered or procured business for a CIT BancShares Subsidiary, such CIT BancShares Agent was, at the time the CIT BancShares Agent wrote or sold business, duly licensed for the type of activity and business written, sold, produced, managed, administered or produced to the extent required by applicable law, (ii) no CIT BancShares Agent has been since January 1, 2018, or is currently, in violation (or with or without notice or lapse of time or both, would be in violation) of any law, rule or regulation applicable to such CIT BancShares Agent’s writing, sale, management, administration or production of insurance business for any CIT BancShares Insurance Subsidiary (as defined below), and (iii) each CIT BancShares Agent was appointed by CIT BancShares or a CIT BancShares Insurance Subsidiary in compliance with applicable insurance laws, rules and regulations and all processes and procedures undertaken with respect to such CIT BancShares Agent were undertaken in compliance with applicable insurance laws, rules and regulations. “CIT BancShares Insurance Subsidiary” means each Subsidiary of CIT BancShares through which insurance operations is conducted.

Appears in 2 contracts

Samples: Merger Agreement (First Citizens Bancshares Inc /De/), Merger Agreement (Cit Group Inc)

Insurance Subsidiaries. (a) Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on CITBancorpSouth, (i) since January 1, 20182019, at the time each agent, representative, producer, reinsurance intermediary, wholesaler, third-party administrator, distributor, broker, employee or other person authorized to sell, produce, manage or administer products on behalf of any CIT BancorpSouth Subsidiary (“CIT BancorpSouth Agent”) wrote, sold, produced, managed, administered or procured business for a CIT BancorpSouth Subsidiary, such CIT BancorpSouth Agent was, at the time the CIT BancorpSouth Agent wrote or sold business, duly licensed for the type of activity and business written, sold, produced, managed, administered or produced to the extent required by applicable law, (ii) no CIT BancorpSouth Agent has been since January 1, 20182019, or is currently, in violation (or with or without notice or lapse of time or both, would be in violation) of any law, rule or regulation applicable to such CIT BancorpSouth Agent’s writing, sale, management, administration or production of insurance business for any CIT BancorpSouth Insurance Subsidiary (as defined below), and (iii) each CIT BancorpSouth Agent was appointed by CIT BancorpSouth or a CIT BancorpSouth Insurance Subsidiary in compliance with applicable insurance laws, rules and regulations and all processes and procedures undertaken with respect to such CIT BancorpSouth Agent were undertaken in compliance with applicable insurance laws, rules and regulations. “CIT BancorpSouth Insurance Subsidiary” means each Subsidiary of CIT BancorpSouth through which insurance operations is conducted.

Appears in 1 contract

Samples: Merger Agreement (Cadence Bancorporation)

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Insurance Subsidiaries. (a) Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on CITCadence, (i) since January 1, 20182019, at the time each agent, representative, producer, reinsurance intermediary, wholesaler, third-party administrator, distributor, broker, employee or other person authorized to sell, produce, manage or administer products on behalf of any CIT Cadence Subsidiary (“CIT Cadence Agent”) wrote, sold, produced, managed, administered or procured business for a CIT Cadence Subsidiary, such CIT Cadence Agent was, at the time the CIT Cadence Agent wrote or sold business, duly licensed for the type of activity and business written, sold, produced, managed, administered or produced to the extent required by applicable law, (ii) no CIT Cadence Agent has been since January 1, 20182019, or is currently, in violation (or with or without notice or lapse of time or both, would be in violation) of any law, rule or regulation applicable to such CIT Cadence Agent’s writing, sale, management, administration or production of insurance business for any CIT Cadence Insurance Subsidiary (as defined below), and (iii) each CIT Cadence Agent was appointed by CIT Cadence or a CIT Cadence Insurance Subsidiary in compliance with applicable insurance laws, rules and regulations and all processes and procedures undertaken with respect to such CIT Cadence Agent were undertaken in compliance with applicable insurance laws, rules and regulations. “CIT Cadence Insurance Subsidiary” means each Subsidiary of CIT Cadence through which insurance operations is conducted.

Appears in 1 contract

Samples: Merger Agreement (Cadence Bancorporation)

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