Common use of Vehicle Service Contracts Clause in Contracts

Vehicle Service Contracts. (a) To the extent required under applicable Law, all forms of Vehicle Service Contracts and premium rates in use by the Target Entities have been approved by the applicable Governmental Authority or have been filed and not objected to by such Governmental Authority within the period provided for objection, in each case except as has not, and would not reasonably be expected to, individually or in the aggregate, result in a material violation of applicable Law by, or a material fine on any Target Entity. (b) Since January 1, 2016, all benefits due and payable under any Vehicle Service Contract issued by any Target Entity have been paid in accordance with the terms of the Vehicle Service Contract under which such benefits arose, and such payments were not delinquent and were paid (or will be paid) without fines or penalties, except for (i) such benefits for which the applicable Target Entity (A) believes there is a reasonable basis to contest payment or (B) has established an appropriate reserve in respect thereof, or (ii) such exceptions that have not had and would not reasonably be expected, individually or in the aggregate, to have in a Business Material Adverse Effect. (c) The Target Entities hold all registrations, filings, licenses, permits, approvals or authorizations issued or granted by Governmental Authorities that are necessary to issue, administer, market or produce Vehicle Service Contracts in the jurisdictions in which the Target Entities conduct the Business (collectively, the “VSC Permits”). (d) Since January 1, 2016, neither the Target Entities nor Seller have received any notice, whether written or oral, or other communication from any Governmental Authority regarding any actual, alleged, or potential violation of, or failure to comply with, any material terms or requirements of any such VSC Permit. As of the date hereof, none of the Target Entities are the subject of any pending or, to the knowledge of Seller, threatened action seeking the revocation, withdrawal, suspension, termination, cancellation, nonrenewal, modification or impairment of any such VSC Permit.

Vehicle Service Contracts. (a) To the extent required under applicable Law, all forms of Vehicle Service Contracts and premium rates in use by the Target Entities Company or any of its Subsidiaries that are required to be filed with any Governmental Authority have been approved by the applicable Governmental Authority or have been filed and not objected to by such Governmental Authority within the period provided for objection, in each case except as has not, and would not reasonably be expected to, individually or in the aggregate, result in a material violation of applicable Law by, or a material fine on the Company or any Target Entityof its Subsidiaries. (b) Since January 1, 2016the Look-Back Date, all benefits due and payable under any Vehicle Service Contract issued by the Company or any Target Entity of its Subsidiaries have been paid in accordance with the terms of the Vehicle Service Contract under which such benefits arose, and such payments were not delinquent and were paid (or will be paid) without fines or penalties, except for (i) such benefits for which the applicable Target Entity Company or its Subsidiary party thereto (A) believes there is a reasonable basis to contest payment or (B) has established an appropriate reserve in respect thereof, or (ii) such exceptions that have not had and would not reasonably be expected, individually or in the aggregate, to have in a Business Material Adverse Effect. (c) The Target Entities Except as set forth on Schedule 2.16(c), the Company and its Subsidiaries hold all registrations, registrations filings, licenses, permits, approvals or authorizations issued or granted by Governmental Authorities that are necessary to issue, administer, market or produce Vehicle Service Services Contracts in the jurisdictions jurisdiction in which the Target Entities Company or any of its Subsidiaries conduct the Business (collectively, the “VSC Permits”). (d) Since January 1Except as set forth on Schedule 2.16(d), 2016since the Look-Back Date, neither none of the Target Entities nor Seller have Seller, the Company or any of its Subsidiaries has received any notice, whether written or oral, or other communication from any Governmental Authority regarding any an actual, alleged, alleged or potential violation of, or failure to comply with, any material terms or requirements of any such VSC Permit. As of the date hereof, none neither the Company nor any of the Target Entities are its Subsidiaries is the subject of any pending or, to the knowledge of Seller’s Knowledge, threatened action seeking the revocation, withdrawal, suspension, termination, cancellation, nonrenewal, modification or impairment of any such VSC Permit. (e) All advertising, marketing and similar communications prepared by the Company or its Subsidiaries that (i) relate to Vehicle Service Contracts sold, administered or issued by or on behalf of the Company or any of its Subsidiaries and (ii) have been sent or distributed to any seller of its Vehicle Service Contracts (each, a “VSC Marketing Communication”) complied in all material respects with all applicable Laws at the time they were first put into use. Neither the Company nor any of its Subsidiaries has been the subject of any audit, investigation or other examination by any Governmental Authority, or has had any order entered against it, in each case, related to any VSC Marketing Communication. No VSC Marketing Communication contained any unfair, deceptive, misleading or abusive term or content within the meaning of any applicable Law. Neither the Company nor any of its Subsidiaries has advertised, marketed, attempted to sell or sold any Vehicle Service Contract issued by an unaffiliated third party.