NAIC. The National Association of Insurance Commissioners or any successor thereto, or in lieu thereof, any other association, agency or other organization performing substantially similar advisory, coordination or other life functions among insurance departments, insurance commissions and similar Governmental Authorities of the various states of the United States of America toward the promotion of uniformity in the practices of such Governmental Authorities. Net Premiums Written. In relation to any Insurance Subsidiary for any particular period, (i) the sum of (A) all income on direct premiums written by such Insurance Subsidiary during such period arising from policies (if any) issued by such Insurance Subsidiary as the direct primary insurance carrier, plus (B) all income on premiums written and collected by such Insurance Subsidiary during such period arising from policies reinsured by such Insurance Subsidiary acting as a reinsurer for insurance ceded to it by another company which is the primary insurance carrier, less (ii) the sum of (A) all refunds of premiums due by such insurance company to insurers arising from endorsements, cancellations or audits, plus (B) all other premium expense by reason of insurance ceded by such insurance company to other insurance companies as reinsurers in order to reinsure such insurance company either as the primary insurance carrier or as a reinsurer, all as determined for such period in accordance with SAP.
NAIC. NAIC represents, warrants and covenants that:
(1) it is a corporation duly organized, validly existing and in good standing under the Laws of Delaware;
(2) it has all requisite power and authority to execute, deliver and perform its obligations under this Agreement;
(3) the execution, delivery and performance of this Agreement has been duly authorized by NAIC and shall not conflict with, result in a breach of or constitute a default under any other agreement to which NAIC is a party or by which NAIC is bound;
(4) it is duly licensed, authorized or qualified to do business and is in good standing in every jurisdiction in which a license, authorization or qualification is required for the ownership or leasing of its assets or the transaction of business of the character transacted by it, except where the failure to be so licensed, authorized or qualified would not have a material adverse effect on NAIC’s ability to fulfill its obligations under this Agreement;
(5) it is in compliance with all Laws applicable to NAIC and has obtained all applicable governmental permits and licenses required of NAIC in connection with its obligations under this Agreement; and
(6) there is no outstanding litigation, arbitrated matter or other dispute as of the date of execution of this MSA to which NAIC is a party which, if decided unfavorably to NAIC, would reasonably be expected to have a material adverse effect on Cognizant Group’s or NAIC Group’s ability to fulfill their respective obligations under this Agreement. – NAIC Confidential – 41
NAIC. NAIC shall defend, indemnify and hold harmless the Cognizant Indemnified Parties from and against any Loss relating to a Claim by a third party against the Cognizant Indemnified Parties:
(1) that the NAIC IP or use thereof infringes, or causes the infringement of, the proprietary rights of a third party, except to the extent such infringement is a result of: (a) use of the NAIC IP by Cognizant Group in contravention of the Related Documentation or license granted to Cognizant Group under Article 7 or an applicable SOW; (b) failure by Cognizant Group to use new or corrected versions of such NAIC IP provided by NAIC Group to Cognizant Group with no additional charge (provided, however, that Cognizant Group is notified that use of such new or corrected version is necessary to avoid infringement); (c) modifications made by Cognizant Group or a Cognizant Agent other than at the direction of NAIC Group; (d) NAIC Group complying with instructions, specifications or designs required or provided by Cognizant Group where such compliance necessarily would give rise to such infringement; or (e) combination of the NAIC IP by Cognizant Group or a Cognizant Agent with products or systems other than those provided by, or authorized by, NAIC Group;
(2) relating to any taxes, interest, penalties or other amounts assessed against Cognizant Group that are the obligation of NAIC Group pursuant to Article 10;
(3) relating to breach of Article 13, Section 14.01 or Section 22.06 by NAIC Group, except to the extent such breach is caused by Cognizant Group or a Cognizant Agent;
(4) relating to the inaccuracy, untruthfulness or breach of any representation or warranty made by NAIC in Section 15.01(1), Section 15.01(2), Section 15.01(3) or Section 15.01(4);
(5) relating to (a) injury or death of any person (including employees of Cognizant Group or NAIC Group) or (b) the loss of or damage to any tangible property (including tangible property of the employees of Cognizant Group or NAIC Group), in each case, resulting from the acts or omissions (including breach of contract) of NAIC Group; or
(6) relating NAIC Group’s employment or termination of the employment of any Affected Employee during any period prior to such Affected Employee’s Transfer Date (or for those Affected Employees that do not transfer to Cognizant Group, any period prior to, on or after the Go-Live Date) by NAIC Group (to the extent such termination does not result from Cognizant Group’s failure to hire an Affected E...
NAIC. “NAIC” means the National Association of Insurance Commissioners or any successor thereto.
NAIC. NAIC Group shall comply with all Laws applicable to NAIC Group.
NAIC. Chairman Chief Executive Officer
