Producers, Producer Contracts and Commissions Sample Clauses

Producers, Producer Contracts and Commissions. Each sales agent employed with a Regulated Subsidiary is and each Producer contracted with the Regulated Subsidiaries is, properly licensed and appointed to sell the MA Plans. The commissions payable by the Regulated Subsidiaries to their employed and contracted Producers comply with applicable Health Care Laws. None of the Producers has violated Laws applicable to the marketing or enrollment of the MA Plans. Section 3.25(d) of the Target Disclosure Schedule sets forth a list of each non-employee Producer which, in calendar year 2009, was paid more than one percent (1%) of the total commissions paid by the Regulated Subsidiaries to all non-employee Producers in 2009 (the “Material Producers”). Target has delivered to Acquiror true and correct copies of all forms of contracts currently used by the respective Regulated Subsidiaries with their non-employee Producers and copies of the Contracts entered into by the respective Regulated Subsidiaries with their Material Producers. All of the Contracts with Producers are in writing and signed, were entered into in the ordinary course of business and constitute valid, binding and enforceable agreements of the parties thereto. Except in the ordinary course of business, no past due amounts are owing by any of the Regulated Subsidiaries under any Contracts with Producers and there are no outstanding written claims made by a Producer that a Regulated Subsidiary has failed to perform a material monetary or nonmonetary obligation arising under its Contract. All forms of the Contracts with Producers which are currently in use by the Regulated Subsidiaries conform to the requirements of applicable Laws. Except as set forth in Section 3.25(d) of the Target Disclosure Schedules, no consent or approval is required to be obtained, and no notice required to be given, under any Contract with a Material Producer in connection with the transactions contemplated by this Agreement. To Target’s knowledge, there are no circumstances, including the consummation of the transactions contemplated by this Agreement, which are likely to result in the termination, cancellation or nonrenewal of a Contract with a Material Producer, or the cessation of business being transacted between a Regulated Subsidiary and a Material Producer. Section 3.25(d) of the Target Disclosure Schedule sets forth all pending written cancellation, termination or nonrenewal notices furnished to any of the Regulated Subsidiaries by a Material Producer.

Producers, Producer Contracts and Commissions. Each sales agent employed with the Company is, and to the Knowledge of the Company, each producer (including a TPA or broker) that contracts with the Company is, properly licensed and appointed to sell the products and services of the Company. The commissions payable by the Company to its employed and contracted producers comply with applicable Health Regulatory Laws. Section 3.25 of the Company Disclosure Schedules sets forth a list of each non-employee producer which, in calendar year 2012 and calendar year 2013 to date, was paid more than five percent (5%) of the total commissions paid by the Company to all non-employee producers in 2012 and 2013 to date (the “Material Producers”). The Company has made available to Parent true and correct copies of all forms of Contracts currently used by the Company with its non-employee producers and copies of the Contracts entered into by the Company with their Material

Producers, Producer Contracts and Commissions. (a) Each Person and salaried employee of the Company and each Subsidiary performing the duties of insurance producer, agency, agent, managing general agent, wholesaler, broker, solicitor, adjuster or customer representative for the Company and each Subsidiary (collectively, "Producers"), at the time such Producer wrote, sold, or produced business, or performed such other act for or on behalf of the Company and of Subsidiary of the Company that may require a producer's, solicitor s, broker's or other insurance license, was duly licensed and appointed, where required, as an insurance producer, managing general agent, broker, solicitor or adjuster, as applicable (for the type of business written, sold, or produced by such insurance producer, agency, managing general agent, broker, solicitor, adjuster or customer representative), in the particular jurisdiction in which such Producer wrote, sold, produced, solicited, or serviced such business, as may be required by any applicable Law. (b) The Company and each of i ts Subsidiaries have implemented policies, procedures and/or programs designed to assure that the Producers are in material compliance with all applicable Laws, including Laws, regulations, directives and opinions of Governmental Entities relating to advertising, licensing, sales and compensation disclosure practices, unfair trade practices and conflict of interest policies. Company and each of i ts Subsidiaries, and to the Knowledge of Company, each Producer acting on behalf of Company and any of its Subsidiaries, has marketed, administered, sold and issued products in compliance in all material respects with all applicable Laws. (c) Neither the Company nor any of its Subsidiaries has made a filing with any Governmental Entity seeking an exemption under 18 USC §1033(e)(2) with respect to any Producer. (d) Except as set forth in Section 3.26(d) of the Disclosure Schedules, as of the date hereof, no material Producer has indicated to the Company or any of its Subsidiaries that such material Producer will be unable or unwilling to continue its relationship as a Producer with the Company or any of its Subsidiaries following the Closing, except as would not, individually or in the aggregate, have a Material Adverse Effect. (e) The Company has made available to Buyer copies of the Company's and each of its Subsidiaries' written procedures designed to provide assurance that Producers comply with all applicable Laws.