Licenses and Franchises. Schedule 3.09 hereto lists (a) all jurisdictions in which Sellers are licensed to issue the Policies; and (b) the lines of business which Sellers are authorized to transact in each such jurisdiction. Except as set forth on Schedule 3.09 hereto, each Seller (a) has been duly authorized by the relevant state insurance regulatory authorities to issue the Policies that it is currently writing, and was duly authorized to issue the Policies that it is not currently writing at the time such Policies were issued, in the respective states in which it conducts the Business, except for authorizations the failure of which to have would not, individually or in the aggregate, have a Material Adverse Effect, and (b) has all other authorizations necessary to conduct the Business in the manner and in the areas in which the Business is presently being conducted and all such authorizations are valid and in full force and effect, except where the failure to have such authorization would not, individually or in the aggregate, have a Material Adverse Effect.
Licenses and Franchises. Purchaser and LLANY are duly authorized by the relevant state insurance regulatory authorities to transact each of the lines of insurance business in each of the jurisdictions set forth for each company on Schedule 4.08 hereto. Except as listed on Schedule 4.08 hereto, Purchaser and LLANY have all licenses and authorizations necessary to: (a) conduct the Business in the manner and in the areas in which the Business is presently being conducted; and (b) perform their respective obligations under this Agreement and each Ancillary Agreement. All such licenses and authorizations are valid and in full force and effect, and neither Purchaser nor LLANY is operating under any formal or informal agreement or understanding with any Governmental Authority which restricts its authority to do business or requires Purchaser or LLANY to take, or refrain from taking, any action. Except as listed on Schedule 4.08 hereto, no material violations exist in respect of any such license or authorization and no investigation or proceeding is pending or, to the Knowledge of Purchaser, threatened, that would be reasonably likely to result in the suspension, revocation or material limitation or restriction of any such license or authorization and, to the Knowledge of Purchaser, there is no reasonable basis for the assertion of any such violation or the institution of any such proceeding or investigation.
Licenses and Franchises. Except for those matters which would not cause or give rise to a Material Adverse Effect, (a) no condition exists that, with or without notice or lapse of time or both, would constitute a default under any Permit material to the Reinsured Policies, and (b) Cedant is not operating under any agreement with a Governmental Authority which requires it to take, or refrain from taking, any action with respect to the Reinsured Policies. No material violations exist in respect of any Permit of Cedant material to the Reinsured Policies and no proceeding, examination, audit or investigation is pending or, to the knowledge of Cedant, threatened or contemplated, that would, after the date hereof, be reasonably likely to result in the suspension, revocation or material limitation or restriction of any such Permit.
Licenses and Franchises. Except as listed on Schedule 5.08 and for policy form, rate and similar approvals and small group market approvals, after acquiring the Seller Subsidiaries, Purchaser will have all Permits necessary to (a) conduct the Business in the manner and in the jurisdictions in which the Business is presently being conducted; and (b) perform its obligations under this Agreement and each Ancillary Agreement. All such Permits are valid and in full force and effect, and Purchaser is not operating under any formal or informal agreement or understanding with any Governmental Entity which restricts its authority in a manner that would materially limit its ability to so conduct the Business or to perform its obligations under this Agreement or any Ancillary Agreement. Except as listed on Schedule 5.08, no material violations exist in respect of any such license or authorization and no investigation or proceeding is pending or, to the Knowledge of Purchaser, threatened, that would be reasonably likely to result in the suspension, revocation or material limitation or restriction of any such license or authorization and, to the Knowledge of Purchaser, there is no reasonable basis for the assertion of any such violation or the institution of any such proceeding or investigation.
Licenses and Franchises. The Company and its Subsidiaries own or possess all patents, trademarks, trade names, service marks, copyrights, licenses, franchises and rights necessary and material to them for the conduct of their business, without any known conflict by, or with the rights of, others.
Licenses and Franchises. 23 Section 5.7. Financing is Legal and Authorized. ........................ 24 Section 5.8. Agreement and Notes Valid and Binding. .................... 24 Section 5.9. No Defaults. .............................................. 24 Section 5.10. Governmental Consent. .................................... 24 Section 5.11. Taxes. ................................................... 25 Section 5.12. Not an Investment Company. ............................... 25 Section 5.13. Use of Proceeds. ......................................... 25 Section 5.14. ERISA. ................................................... 26 Section 5.15. Compliance with Law and Agreements. ...................... 26 Section 5.16. Pari Passu. .............................................. 26 Section 5.17. Ratings. ................................................. 26 Section 5.18. Environmental Matters. ................................... 26
Licenses and Franchises. 27 Section 3.10. Policies......................................................27 Section 3.11. Regulatory Filings............................................28 Section 3.12. Producers and Employees.......................................28 Section 3.13. Reinsurance...................................................29 Section 3.14. Conduct of Business...........................................29 Section 3.15. Sellers' Separate Accounts and Underlying Funds...............29 Section 3.16. Contracts.....................................................30 Section 3.17. Transferred Contracts.........................................30 Section 3.18. Transferred Assets............................................31 Section 3.19. GAAP Financial Statements.....................................31 Section 3.20. Statutory Statements..........................................31 Section 3.21. Other Statements. ...........................................32 Section 3.22. Tax Matters...................................................33 Section 3.23. Risk Based Capital............................................33 Section 3.24. Year 2000 Matters. ...........................................33
Licenses and Franchises. Purchaser has all licenses and authorizations necessary to perform its obligations under this Agreement. All such licenses and authorizations are valid and in full force and effect and Purchaser is not operating under any formal or informal agreement or understanding with any Governmental Authority that restricts its authority to do business or requires Purchaser to take, or refrain from taking, any action. No violations exist in respect of any such license or authorization and no investigation or proceeding is pending or, to the Knowledge of Purchaser, threatened, that would be reasonably likely to result in the suspension, revocation or material limitation or restriction of any such license or authorization.
Licenses and Franchises. Except (i) as listed on SCHEDULE 3.14 hereto, (ii) for the consents, approvals, declarations, filings and notices contemplated in the last sentence of Section 3.03 and (iii) for such licenses and authorizations the failure to have, individually or in the aggregate, could not reasonably be expected to have a Seller Material Adverse Effect, each of PHL and APLAR has all licenses and authorizations necessary to (a) conduct the Business in the manner and in the areas in which the Business is presently being conducted; and (b) perform its respective obligations under this Agreement and each Ancillary Agreement to which it is a party. All such licenses and authorizations are valid and in full force and effect (or, with respect to the consents, approvals, authorizations, declarations, filings and notices to be made pursuant to the last sentence of Section 3.03, will be in effect or have been made as of the Closing Date), and neither PHL nor APLAR is operating under any formal or informal agreement or understanding with any Governmental Entity which restricts its authority to do business or requires PHL or APLAR to take, or refrain from taking, any action in either case that, individually or in the aggregate, could reasonably be expected to have a Seller Material Adverse Effect. Except as listed on SCHEDULE 3.14 hereto, no material violations exist in respect of any such license or authorization and no investigation
Licenses and Franchises. Except as (i) listed on SCHEDULE 4.10 hereto, (ii) for the consents, approvals, declarations, filings and notices contemplated by the last sentence of Section 4.03 and (iii) such licenses and authorizations the failure to have, individually or in the aggregate, could not reasonably be expected to have a Purchaser Material Adverse Effect, each of Purchaser and ERAC has all licenses and authorizations necessary to (a) conduct the Business in the manner and in the areas in which the Business is presently being conducted; and (b) perform its respective obligations under this Agreement and each Ancillary Agreement to which it is a party. All such licenses and authorizations are valid and in full force and effect (or, with respect to the consents, approvals, authorizations, declarations, filings and notices to be made pursuant to the last sentence of Section 4.03, will be in effect or
