Licenses; Compliance with Laws and Orders Sample Clauses

Licenses; Compliance with Laws and Orders. The Company conducts its insurance operations through an Insurance Company Subsidiary. The only Insurance Company Subsidiary within the same insurance holding company structure of the Company is Zephyr Insurance Company, Inc. There are no insurance agencies, managing general agencies, third party administrators, risk retention groups, risk purchasing groups or other entity regulated by a Governmental Authority, other than the Insurance Company Subsidiary, that is directly or indirectly owned, in whole or in part, by the Company. The Insurance Company Subsidiary is (i) duly licensed or authorized as an insurance company and, where applicable, a reinsurer, in its jurisdiction of incorporation, (ii) duly licensed or authorized as an insurance company and, where applicable, a reinsurer in each other jurisdiction where it is required to be so licensed or authorized, and (iii) duly authorized in its jurisdiction of incorporation and each other applicable jurisdiction to write each line of business reported as being written in the Statutory Financial Statements, except, in any such case, where the failure to be so licensed or authorized would not, individually or in the aggregate, have a Material Adverse Effect on the Business or any of the Acquired Companies. The business and operations of the Insurance Company Subsidiary have been conducted in compliance with all Laws regulating the business of insurance and directives of insurance regulatory authorities and market conduct requirements resulting from market conduct examinations of insurance Governmental Authorities (“Insurance Law”), except where the failure to so conduct such business and operations would not, individually or in the aggregate, have a Material Adverse Effect on the Business, the Acquired Companies, or the Buyer or any of the Buyer’s subsidiaries. Notwithstanding the generality of the foregoing, except where the failure to do so would not, individually or in the aggregate, have an overall Material Adverse Effect, the Insurance Company Subsidiary’s agents have marketed, sold and issued insurance products in compliance with Insurance Laws applicable to the business of such Insurance Company Subsidiary and in the respective jurisdictions in which such products have been sold, including, without limitation, in compliance with (i) all applicable prohibitions against “redlining” or withdrawal of business lines, (ii) all applicable requirements relating to the disclosure of the nature of insurance prod...