Common use of Insurance Subsidiaries Clause in Contracts

Insurance Subsidiaries. Except as disclosed in the Registration Statement, (i) each of the Company’s subsidiaries that is engaged in the business of insurance or reinsurance (each an “Insurance Subsidiary”) is duly licensed to conduct an insurance or a reinsurance business, as the case may be, under the insurance statutes and regulations as applied by the relevant insurance regulatory authorities in each jurisdiction in which the conduct of its business requires such licensing, (ii) each of the Insurance Subsidiaries has all other necessary authorizations, approvals, orders, consents, certificates, permits, registrations and qualifications of and from all insurance regulatory authorities necessary to conduct their respective businesses as described in the Prospectus and the Registration Statement, and the Company and each of its Insurance Subsidiaries have not received any notification from any insurance regulatory authority to the effect that any additional authorization, approval, order, consent, certificate, permit, registration or qualification is needed to be obtained by the Company and each of its Insurance Subsidiaries in any case where it could be reasonably expected that (x) the Company and each of its Insurance Subsidiaries would be required either to obtain such additional authorization, approval, order, consent, certificate, permit, registration or qualification or to cease or otherwise limit the writing of certain business and (y) the failure to obtain such additional authorization, approval, order, consent, certificate, permit, registration or qualification or the limiting of the writing of such business would, individually or in the aggregate, result in a Material Adverse Effect; and, except as disclosed in the Registration Statement, no insurance regulatory authority having jurisdiction over the Company or any of its Insurance Subsidiaries has issued any order or decree impairing, restricting or prohibiting (i) the payment of dividends by any of the Insurance Subsidiaries to its parent, other than those restrictions applicable to insurance or reinsurance companies generally, or (ii) the continuation of the business of the Company or any of the Insurance Subsidiaries in all material respects as presently conducted.

Insurance Subsidiaries. Except as disclosed in the Registration Statement, (i) each of the Company’s subsidiaries that is engaged in the business of insurance or reinsurance (each an “Insurance Subsidiary”) is duly licensed to conduct an insurance or a reinsurance business, as the case may be, under the insurance statutes and regulations as applied by the relevant insurance regulatory authorities in of each jurisdiction in which the conduct of its business requires such licensing, (ii) each of the Insurance Subsidiaries has all other necessary authorizations, approvals, orders, consents, certificates, permits, registrations and qualifications of and from all insurance regulatory authorities necessary to conduct their respective businesses as described in the Prospectus and the Registration Statement, and the Company and each of its Insurance Subsidiaries have not received any notification from any insurance regulatory authority to the effect that any additional authorization, approval, order, consent, certificate, permit, registration or qualification is needed to be obtained by the Company and each of its Insurance Subsidiaries in any case where it could be reasonably expected that (x) the Company and each of its Insurance Subsidiaries would be required either to obtain such additional authorization, approval, order, consent, certificate, permit, registration or qualification or to cease or otherwise limit the writing of certain business and (y) the failure to obtain such additional authorization, approval, order, consent, certificate, permit, registration or qualification or the limiting of the writing of such business would, individually or in the aggregate, result in a Material Adverse Effect; and, except as disclosed in the Registration Statement, and no insurance regulatory authority having jurisdiction over the Company or any of its Insurance Subsidiaries has issued any order or decree impairing, restricting or prohibiting (i) the payment of dividends by any of the Insurance Subsidiaries to its parent, other than those restrictions applicable to insurance or reinsurance companies generally, or (ii) the continuation of the business of the Company or any of the Insurance Subsidiaries in all material respects as presently conducted.

Insurance Subsidiaries. Except as disclosed in the Registration Statement, (i) each Each of the Company’s insurance company subsidiaries that is engaged in the business of insurance or reinsurance (each an “Insurance Subsidiary”) is duly organized and licensed to conduct as an insurance company, in its jurisdiction of organization or a reinsurance businessincorporation, as the case may be (whether inside or outside the United States), and each of the Insurance Subsidiaries is duly licensed or authorized as an insurer or reinsurer, as the case may be, under the insurance statutes and regulations as applied by the relevant insurance regulatory authorities in each other jurisdiction in which (whether inside or outside the United States) where it is required to be so licensed or authorized to conduct of its business requires such licensingas set forth in the Time of Sale Information, (ii) except in each case as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; each of the Insurance Subsidiaries is in compliance with the requirements of the insurance laws and regulations of its jurisdiction of organization or incorporation, as the case may be, and the insurance laws and regulations of other jurisdictions which are applicable to it, and has filed all notices, reports, documents or other necessary authorizationsinformation required to be filed thereunder (“Notices”), approvalsexcept in each case as would not, orders, consents, certificates, permits, registrations and qualifications of and from all insurance regulatory authorities necessary to conduct their respective businesses as described individually or in the Prospectus and aggregate, reasonably be expected to have a Material Adverse Effect; and, except as otherwise set forth in the Registration Statement, the Time of Sale Information and the Prospectus, neither the Company and each nor any of its Insurance Subsidiaries have not has received any notification from any insurance regulatory authority to the effect that any additional authorizationconsent, approval, authorization, order, consent, certificate, permit, registration or qualification (“Approval”) from such insurance regulatory authority is needed to be obtained by the Company and each of or its Insurance Subsidiaries Subsidiaries, except in any case where it could be reasonably expected that (x) the Company and each of its Insurance Subsidiaries would be required either to obtain such additional authorization, approval, order, consent, certificate, permit, registration or qualification or to cease or otherwise limit the writing of certain business and (y) the failure to obtain such additional authorization, approval, order, consent, certificate, permit, registration or qualification or the limiting of the writing of such business would, individually or in the aggregate, result in Approval would not reasonably be expected to have a Material Adverse Effect; and, except as disclosed in the Registration Statement, no insurance regulatory authority having jurisdiction over the Company or any of its Insurance Subsidiaries has issued any order or decree impairing, restricting or prohibiting (i) the payment of dividends by any of the Insurance Subsidiaries to its parent, other than those restrictions applicable to insurance or reinsurance companies generally, or (ii) the continuation of the business of the Company or any of the Insurance Subsidiaries in all material respects as presently conducted.

Insurance Subsidiaries. The Company conducts certain insurance operations through the Subsidiaries listed in Section 3.38(a) of the Company Disclosure Letter (collectively, the "Company Insurance Subsidiaries"). Section 3.38(a) of the Company Disclosure Letter lists the jurisdiction of formation of each Company Insurance Subsidiary. Except as disclosed set forth in Section 3.38(a) of the Company Disclosure Letter, none of the Company Insurance Subsidiaries is "commercially domiciled" in any other jurisdiction. Except as individually or in the Registration Statementaggregate would not reasonably be expected to have a Company Material Adverse Effect, each of the Company Insurance Subsidiaries is, where required, (i) each of the Company’s subsidiaries that is engaged in the business of insurance or reinsurance (each an “Insurance Subsidiary”) is duly licensed to conduct or authorized as an insurance or company and, where applicable, a reinsurance business, as the case may be, under the insurance statutes and regulations as applied by the relevant insurance regulatory authorities reinsurer in each its jurisdiction in which the conduct of its business requires such licensingincorporation, (ii) duly licensed or authorized as an insurance company and, where applicable, a reinsurer in each other jurisdiction where it is required to be so licensed or authorized, and (iii) duly authorized in its jurisdiction of incorporation and each other applicable jurisdiction to write each line of business reported as being written in the Company SAP Statements. The business of each of the Company Insurance Subsidiaries has been and is being conducted in compliance in all other necessary authorizations, approvals, orders, consents, certificates, permits, registrations and qualifications material respects with the terms of and from all insurance regulatory authorities necessary to conduct their respective businesses of its licenses. Except as described individually or in the Prospectus aggregate would not reasonably be expected to have a Company Material Adverse Effect, (i) all of such licenses are in full force and the Registration Statementeffect, and the Company and each of its Insurance Subsidiaries have not received any notification from any insurance regulatory authority (ii) there is no proceeding or investigation pending or, to the effect that Knowledge of Company, threatened which would reasonably be expected to lead to the revocation, amendment, failure to renew, limitation, suspension or restriction of any additional authorization, approval, order, consent, certificate, permit, registration or qualification is needed to be obtained by the such license. The Company and each of its Insurance Subsidiaries in any case has made all required filings under applicable insurance holding company statutes except where it could be reasonably expected that (x) the Company and each of its Insurance Subsidiaries would be required either to obtain such additional authorization, approval, order, consent, certificate, permit, registration or qualification or to cease or otherwise limit the writing of certain business and (y) the failure to obtain such additional authorization, approval, order, consent, certificate, permit, registration or qualification or the limiting of the writing of such business wouldfile would not, individually or in the aggregate, result in reasonably be expected to have a Company Material Adverse Effect; and, except as disclosed in the Registration Statement, no insurance regulatory authority having jurisdiction over the Company or any of its Insurance Subsidiaries has issued any order or decree impairing, restricting or prohibiting (i) the payment of dividends by any of the Insurance Subsidiaries to its parent, other than those restrictions applicable to insurance or reinsurance companies generally, or (ii) the continuation of the business of the Company or any of the Insurance Subsidiaries in all material respects as presently conducted.

Insurance Subsidiaries. Except as disclosed in the Registration Statement, (i) each Each of the Company’s subsidiaries that is engaged in the business of insurance or reinsurance (each such subsidiary, an “Insurance Subsidiary”) is duly licensed to conduct or registered as a holding company, as an insurance insurer or as a reinsurance businessreinsurer, as the case may be, under the insurance statutes laws (including, without limitation, laws that relate to companies that control insurance companies) and the rules, regulations as applied by and interpretations of the relevant insurance regulatory authorities in thereunder (collectively, the “Insurance Laws”) of each jurisdiction in which the conduct of its business as described in the General Disclosure Package and the Final Prospectus requires such licensinglicensing or registration (each such license or registration, (ii) an “Insurance License”). Each of the Insurance Subsidiaries has made all required material filings under applicable holding company statutes or other Insurance Laws in each jurisdiction where such filings are required. Each of the Insurance Subsidiaries has all other necessary authorizations, approvals, orders, consents, certificates, permits, registrations and qualifications of and from all insurance regulatory authorities (together with the Insurance Licenses, the “Insurance Licenses and Authorizations”) necessary to conduct their respective businesses its business as described in the General Disclosure Package and the Final Prospectus and all of the Registration Statement, foregoing are in full force and the Company and each of its Insurance Subsidiaries have not received any notification from any insurance regulatory authority to the effect that any additional authorization, approval, order, consent, certificate, permit, registration or qualification is needed to be obtained by the Company and each of its Insurance Subsidiaries in any case except where it could be reasonably expected that (x) the Company and each of its Insurance Subsidiaries would be required either to obtain such additional authorization, approval, order, consent, certificate, permit, registration or qualification or to cease or otherwise limit the writing of certain business and (y) the failure to obtain have such additional authorization, approval, order, consent, certificate, permit, registration or qualification or the limiting Insurance Licenses and Authorizations in full force and effect would not reasonably be expected to have a Material Adverse Effect. Each of the writing of such business Insurance Subsidiaries has fulfilled and performed in all material respects all obligations necessary to maintain the Insurance Licenses and Authorizations. There is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or investigation that would, individually or in the aggregate, result in the revocation, termination or suspension of any of the Insurance Licenses and Authorizations that could reasonably be expected to have a Material Adverse Effect; and, except as disclosed in . None of the Registration Statement, no Insurance Subsidiaries has received any notification from any insurance regulatory authority having jurisdiction over or other governmental entity to the Company or effect that any of its additional Insurance Subsidiaries has issued any order or decree impairing, restricting or prohibiting (i) the payment of dividends Licenses and Authorizations are needed to be obtained by any of the Insurance Subsidiaries Subsidiaries. Other than pursuant to its parentInsurance Laws of general applicability, other than those restrictions applicable to insurance or reinsurance companies generally, or (ii) the continuation no subsidiary of the business Company is currently prohibited, directly or indirectly, from paying any dividends to the Company, from making any other distribution on such subsidiary’s capital stock, from repaying to the Company any loans or advances to such subsidiary from the Company or from transferring any of such subsidiary’s property or assets to the Company or any other subsidiary of the Insurance Subsidiaries in all material respects as presently conductedCompany.

Insurance Subsidiaries. Except as disclosed in the Registration Statement, (i) each Each of the Company’s subsidiaries Company and the Significant Subsidiaries that is are engaged in the business of insurance or reinsurance (each such Significant Subsidiary, an “Insurance Subsidiary”) is duly licensed to conduct or registered as a holding company or as an insurance insurer or as a reinsurance businessreinsurer, as the case may be, under the insurance statutes laws (including, without limitation, laws that relate to companies that control insurance companies) and the rules, regulations as applied by and interpretations of the relevant insurance regulatory authorities in thereunder (collectively, the “Insurance Laws”) of each jurisdiction in which the conduct of its business as described in the Registration Statement, the Time of Sale Information and the Prospectus requires such licensinglicensing or registration (each such license or registration, (ii) an “Insurance License”), except where the failure to be so licensed or registered would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Significant Subsidiaries listed in Schedule 4 to this Agreement are the only “Insurance Subsidiaries” of the Company. Each of the Company and the Insurance Subsidiaries has made all required filings under applicable holding company statutes or other Insurance Laws in each jurisdiction where such filings are required, except where the failure to make such filings would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each of the Company and the Insurance Subsidiaries has all other necessary authorizations, approvals, orders, consents, certificates, permits, registrations and qualifications of and from all insurance regulatory authorities (together with the Insurance Licenses, the “Insurance Licenses and Authorizations”) necessary to conduct their respective businesses its business as described in the Prospectus and the Registration Statement, the Time of Sale Information and the Prospectus and all of the foregoing are in full force and effect, except where the failure to have such Insurance Licenses and Authorizations in full force and effect would not, individually or in the aggregate, have a Material Adverse Effect. Each of the Company and each of its the Insurance Subsidiaries have not received any notification from any insurance regulatory authority has fulfilled and performed in all material respects all obligations necessary to maintain the Insurance Licenses and Authorizations. There is no pending or, to the effect that any additional authorization, approval, order, consent, certificate, permit, registration or qualification is needed to be obtained by knowledge of the Company and each of its Insurance Subsidiaries in or any case where it could be reasonably expected Guarantor, threatened action, suit, proceeding or investigation that (x) the Company and each of its Insurance Subsidiaries would be required either to obtain such additional authorization, approval, order, consent, certificate, permit, registration or qualification or to cease or otherwise limit the writing of certain business and (y) the failure to obtain such additional authorization, approval, order, consent, certificate, permit, registration or qualification or the limiting of the writing of such business would, individually or in the aggregate, result in the revocation, termination or suspension of any of the Insurance Licenses and Authorizations that would reasonably be expected to have a Material Adverse Effect; and, except . Except as disclosed in the Registration Statement, no the Time of Sale Information and the Prospectus, none of the Company or the Insurance Subsidiaries has received any notification from any insurance regulatory authority having jurisdiction over or other governmental entity to the Company or effect that any of its additional Insurance Subsidiaries has issued any order or decree impairing, restricting or prohibiting (i) the payment of dividends Licenses and Authorizations are needed to be obtained by any of the Insurance Subsidiaries to its parent, other than those restrictions applicable to insurance or reinsurance companies generally, or (ii) the continuation of the business of the Company or any of the Insurance Subsidiaries in all material respects as presently conductedSubsidiaries.