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NAIC Sample Clauses

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.
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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.
Sample 1
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...
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NAIC. NAIC Group shall comply with all Laws applicable to NAIC Group.
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NAIC. Chairman Chief Executive Officer
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NAIC. “NAIC” means the National Association of Insurance Commissioners or any successor thereto.
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Related to NAIC

  • Regulatory Except as described in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus: (i) the Company has not received notice from any Governmental Entity (as defined below) alleging or asserting noncompliance with any Applicable Regulations (as defined below) or Authorizations (as defined below); (ii) the Company is and has been in material compliance with federal, state or foreign statutes, laws, ordinances, rules and regulations applicable to the Company (collectively, “Applicable Regulations”); (iii) the Company possesses all licenses, certificates, approvals, clearances, consents, authorizations, qualifications, registrations, permits, and supplements or amendments thereto required by any such Applicable Regulations and/or to carry on its businesses as now conducted (“Authorizations”) and such Authorizations are valid and in full force and effect and the Company is not in violation of any term of any such Authorizations; (iv) the Company has not received notice of any claim, action, suit, proceeding, hearing, enforcement, investigation, arbitration or other action from any Governmental Entity or third party alleging that any product, operation or activity is in violation of any Applicable Regulations or Authorizations or has any knowledge that any such Governmental Entity or third party is considering any such claim, litigation, arbitration, action, suit, investigation or proceeding, nor, has there been any material noncompliance with or violation of any Applicable Regulations by the Company that could reasonably be expected to require the issuance of any such communication or result in an investigation, corrective action, or enforcement action by any Governmental Entity; and (v) the Company has not received notice that any Governmental Entity has taken, is taking or intends to take action to limit, suspend, modify or revoke any Authorizations or has any knowledge that any such Governmental Entity has threatened or is considering such action. Neither the Company nor, to the Company’s knowledge, any of its directors, officers, employees or agents has been convicted of any crime under any Applicable Regulations. “Governmental Entity” shall be defined as any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency (whether foreign or domestic) having jurisdiction over the Company or any of its properties, assets or operations.

  • EEA Financial Institution No Loan Party is an EEA Financial Institution.

  • Issuing Bank Reporting Requirements In addition to the notices required by Section 3.5(b), each Issuing Bank shall, no later than the tenth (10th) Business Day following the last day of each month, provide to the Administrative Agent, upon the Administrative Agent's request, schedules, in form and substance reasonably satisfactory to the Administrative Agent, showing the date of issue, account party, amount, expiration date and the reference number of each Letter of Credit issued by it outstanding at any time during such month and the aggregate amount paid by the Company during such month. In addition, upon the request of the Administrative Agent, each Issuing Bank shall furnish to the Administrative Agent copies of any Letter of Credit and any application for or reimbursement agreement with respect to a Letter of Credit to which the Issuing Bank is party and such other documentation as may reasonably be requested by the Administrative Agent. Upon the request of any Lender, the Administrative Agent will provide to such Lender information concerning such Letters of Credit.

  • Regulatory Issues 3.3.1 The Licensee shall be solely responsible for determining which jurisdictions they choose to market to and receive xxxxxx from. 3.3.2 The Licensee shall be responsible for determining the legality of accepting xxxxxx in whichever jurisdictions they choose to market to and receive xxxxxx from. 3.3.3 The Licensee shall indemnify UNITED for any reasonable legal costs, and fines that arise as a result of the Licensee choosing to accept xxxxxx from any jurisdiction that determines or has determined that Internet wagering is illegal.

  • Payments Generally Administrative Agents Clawback (a) All payments to be made by the Borrowers shall be made free and clear of and without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein and except with respect to principal of and interest on Loans denominated in an Alternative Currency, all payments by the Borrowers hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office in Dollars and in Same Day Funds not later than 2:00 p.m. on the date specified herein. Except as otherwise expressly provided herein, all payments by the Borrowers hereunder with respect to principal and interest on Loans denominated in an Alternative Currency shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office in such Alternative Currency and in Same Day Funds not later than the Applicable Time specified by the Administrative Agent on the dates specified herein. Without limiting the generality of the foregoing, the Administrative Agent may require that any payments due under this Agreement be made in the United States. If, for any reason, any Borrower is prohibited by any Law from making any required payment hereunder in an Alternative Currency, such Borrower shall make such payment in Dollars in the Dollar Equivalent of the Alternative Currency payment amount. The Administrative Agent will promptly distribute to each Lender its Applicable Percentage in respect of the applicable Facility (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent (i) after 2:00 p.m., in the case of payments in Dollars, or (ii) after the Applicable Time specified by the Administrative Agent in the case of payments in an Alternative Currency, shall in each case be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by any Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.

  • Issuing Bank For purposes of Section 2.17(e) and (f), the term “Lender” includes the Issuing Bank.

  • Issuing Lender For purposes of this Section 5.9, the term “Lender” includes the Issuing Lender and the term “applicable Law” includes FATCA.

  • Issuing Bank Reports to the Administrative Agent Unless otherwise agreed by the Administrative Agent, each Issuing Bank shall, in addition to its notification obligations set forth elsewhere in this Section, report in writing to the Administrative Agent (i) periodic activity (for such period or recurrent periods as shall be requested by the Administrative Agent) in respect of Letters of Credit issued by such Issuing Bank, including all issuances, extensions, amendments and renewals, all expirations and cancelations and all disbursements and reimbursements, (ii) reasonably prior to the time that such Issuing Bank issues, amends, renews or extends any Letter of Credit, the date of such issuance, amendment, renewal or extension, and the stated amount of the Letters of Credit issued, amended, renewed or extended by it and outstanding after giving effect to such issuance, amendment, renewal or extension (and whether the amounts thereof shall have changed), (iii) on each Business Day on which such Issuing Bank makes any LC Disbursement, the date and amount of such LC Disbursement, (iv) on any Business Day on which the Borrower fails to reimburse an LC Disbursement required to be reimbursed to such Issuing Bank on such day, the date of such failure and the amount of such LC Disbursement, and (v) on any other Business Day, such other information as the Administrative Agent shall reasonably request as to the Letters of Credit issued by such Issuing Bank.

  • Issuing Lender Reporting Requirements Each Issuing Lender shall, on the first Business Day of each month, provide to Administrative Agent and Borrower a schedule of the Letters of Credit issued by it, in form and substance satisfactory to Administrative Agent, showing the date of issuance of each Letter of Credit, the account party, the original face amount (if any), and the expiration date of any Letter of Credit outstanding at any time during the preceding month, and any other information relating to such Letter of Credit that the Administrative Agent may request.

  • Regulatory Change Without limiting the effect of the provisions of Section 5.01(a), in the event that at any time (by reason of any Regulatory Change or any other circumstances arising after the Closing Date affecting (A) any Lender, (B) the London interbank market or (C) such Lender’s position in such market), the Adjusted LIBOR, as determined in good faith by such Lender, will not adequately and fairly reflect the cost to such Lender of funding its LIBOR Loans, then, if such Lender so elects, by notice to the Borrower and the Administrative Agent, the obligation of such Lender to make additional LIBOR Loans shall be suspended until such Regulatory Change or other circumstances ceases to be in effect (in which case the provisions of Section 5.04 shall be applicable).

Most Referenced Clauses

Most Referenced Definitions