Examples of FSS Business in a sentence
Except as would not reasonably be expected to be material to the FSS Business, since January 1, 2019, to the Knowledge of Seller, there have not been any incidents of unauthorized access or other security breaches of the IT Systems.
The Separate Accounts are all of the separate accounts utilized in the FSS Business.
Since January 1, 2019, no Material Insurance Producer has terminated or notified Seller or its Affiliates in writing of its intent to terminate its relationship with Seller or its Affiliates with respect to the FSS Business.
The IT Systems (x) are in reasonable operating condition and are adequate and suitable for the purposes for which they are being used or held for use, (y) perform, and have been maintained by Seller and its Affiliates in material conformance with their documentation, and (z) to the Knowledge of Seller, do not contain any viruses, Trojan horses, disabling code or “malware” that would reasonably be expected to materially interfere with the ability of Buyer or its Affiliates to conduct the FSS Business.
The Covered Insurance Policies constitute all of the in force Policies issued, renewed or assumed in connection with the FSS Business.
Immediately following the Closing, Buyer or its Affiliates (excluding the Acquired Companies), as applicable, will be qualified to, and hold all Permits necessary to, provide (i) plan administration and recordkeeping, (ii) investment management and/or investment advisory services, (iii) sponsorship of insurance company products and (iv) trustee, custody and payment services (and related recordkeeping), in each case, in connection with the FSS Business.
Other than the Insurance Producers, no Persons write, market, sell or produce products of the FSS Business in exchange for compensation.
Buyer has conducted its own evaluation of the FSS Business, the Acquired Companies and the Purchased Assets and an independent investigation of the financial condition, liabilities and results of operations of the FSS Business and Acquired Companies, and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of its purchase of the Shares and the Purchased Assets and of its assumption of the Assumed Liabilities.
Except as has not had, or would not reasonably be expected to have, a material adverse effect on the FSS Business, to the Knowledge of Seller, since January 1, 2019, there has been no Data Breach.
The books and records of the Acquired Companies and the FSS Business have been maintained in all material respects in accordance with applicable Law.