Common use of Producers Clause in Contracts

Producers. (i) Except as set forth in Section 4(x)(i) of the Sellers Disclosure Schedule, since January 1, 2011, (A) Sellers and their Affiliates and, to the Knowledge of Sellers, each other Person performing the duties of insurance producer, agency, agent, managing general agent, third party administrator, wholesaler, broker, solicitor, adjuster, marketer, underwriter, distributor or customer representative for the Business (collectively, “Producers”) was duly licensed and appointed as an insurance producer, agency, agent, managing general agent, third party administrator, broker, solicitor or adjuster, as applicable (for the type of business written, sold or produced by such Producer at the time such Producer wrote, sold or produced business or performed such other act for or on behalf of the Target that may require a producer’s, agency’s, agent’s, managing general agent’s, third party administrator’s, solicitor’s, broker’s or other insurance license), as may be required by any applicable Law, and no such Producer violated any term or provision of applicable Law relating to the solicitation, negotiation, writing, sale or production of such business in any material respect; (B) no Producer has breached the terms of any agency or broker Contract with any Target or any of their respective Affiliates in any material respect or violated any policy of any Target or any of their Affiliates in the solicitation, negotiation, writing, sale or production of such business and (C) no Producer has been enjoined, indicted, convicted or made the subject of any Governmental Order on account of any violation in any material respect of any applicable Law in connection with such Producer’s actions in his, her or its capacity as a Producer for the Business, and there exists no enforcement or disciplinary proceeding alleging any such violation. (ii) To the Knowledge of Sellers, since January 1, 2011, each third party administrator (including any Producer not affiliated with the Targets) that has serviced, administered or adjusted any portion of the Business or performed any other action for or on behalf of the Targets or any of their Affiliates in connection with the Business, at the time such third party serviced, administered or adjusted such portion of the Business or performed such action, was duly licensed and appointed, where required, as a third party administrator (for the type of business serviced, administered or adjusted by such third party administrator) in the particular jurisdiction in which such third party administrator serviced, administrated or adjusted such portion of the Business or performed such action.

Producers. (ia) Except as set forth in Section 4(x)(i) Each of the Sellers Disclosure Schedule, since January 1, 2011, (A) Sellers and their Affiliates Insurance Companies and, to the Knowledge of Sellersthe Company, each other Person performing of the duties Producers are, and since January 1, 2023 have been, in connection with the Insurance Contracts, in compliance in all material respects with applicable Law, including all applicable Insurance Laws, regulating the marketing and sale of insurance producerpolicies and annuity contracts, agencyregulating advertisements, agentrequiring mandatory disclosure of policy information, managing general agentrequiring employment of standards to determine if the purchase of a policy or contract is suitable for an applicant, third party administratorprohibiting the use of unfair methods of competition and deceptive acts or practices and regulating replacement transactions. (b) Except as, wholesalerindividually or in the aggregate, brokeris not and would not reasonably be expected to be material to the Company and its Subsidiaries, solicitortaken as a whole, adjustersince January 1, marketer2023, underwriterand to the Knowledge of the Company, distributor (i) each Producer, at the time that such Producer sold or customer representative for the Business (collectivelyproduced any Insurance Contract, “Producers”) was duly licensed licensed, authorized and appointed as an insurance producer, agency, agent, managing general agent, third party administrator, broker, solicitor or adjuster, as applicable (for the type of business written, sold or produced by such Producer at distributor) in the time particular jurisdiction in which such Producer wrote, sold or produced business or performed such other act for or on behalf of the Target that may require a producer’s, agency’s, agent’s, managing general agent’s, third party administrator’s, solicitor’s, broker’s or other insurance license), as may be required by any applicable Lawbusiness, and no such Producer violated any term or provision of applicable Law Law, including any applicable Insurance Law, relating to the solicitation, negotiation, writing, sale or production of such business in any material respect; business, (Bii) no Producer has breached the terms of any agency or broker Contract with any Target or any of their respective Affiliates Insurance Company in any material respect or violated any policy of applicable Law, including any Target or any of their Affiliates in the solicitationapplicable Insurance Law, negotiation, writing, sale or production of such business and (Ciii) no Producer has been enjoined, indicted, convicted or made the subject of any Governmental Order consent decree or judgment on account of any violation in any material respect of any applicable Law Law, including any applicable Insurance Law, in connection with such Producer’s actions in his, her or its capacity as a Producer distributor for the BusinessInsurance Contracts, and there exists no enforcement or disciplinary proceeding alleging any such violation. . There are no outstanding (iiA) To disputes between the Knowledge Company or any Insurance Company and a Producer concerning material amounts of Sellers, since January 1, 2011, each third party administrator commissions or other incentive compensation or (including B) material amounts owed by any Producer not affiliated with the Targets) that has serviced, administered or adjusted to any portion of the Business or performed any other action for or on behalf of the Targets or any of their Affiliates in connection with the Business, at the time such third party serviced, administered or adjusted such portion of the Business or performed such action, was duly licensed and appointed, where required, as a third party administrator (for the type of business serviced, administered or adjusted by such third party administrator) in the particular jurisdiction in which such third party administrator serviced, administrated or adjusted such portion of the Business or performed such actionInsurance Company.

Producers. (i) Except as set forth in Section 4(x)(i) of the Sellers Disclosure Schedule, since January 1, 20112009, (A) Sellers and their Affiliates CSO and, to the Knowledge of Sellers, each other Person performing the duties of insurance producer, agency, agent, managing general agent, third party administrator, wholesaler, broker, solicitor, adjuster, marketer, underwriter, distributor or customer representative for the Business (collectively, “Producers”) was duly licensed and appointed as an insurance producer, agency, agent, managing general agent, third party administrator, broker, solicitor or adjuster, as applicable (for the type of business written, sold or produced by such Producer at the time such Producer wrote, sold or produced business or performed such other act for or on behalf of the Target or other Affiliate of Sellers that may require a producer’s, agency’s, agent’s, managing general agent’s, third party administrator’s, solicitor’s, broker’s or other insurance license), as may be required by any applicable Law. (ii) Except as set forth in Section 4(x)(ii) of the Sellers Disclosure Schedule, and no such Producer violated any term or provision of applicable Law relating to the solicitationKnowledge of Sellers, negotiation, (A) all licenses and appointments that are required for the Producers to continue writing, sale selling or production of such business producing the Business following the Closing are in any material respect; full force and effect, (B) there are no investigations or proceedings pending or threatened against a Producer has breached that would reasonably be expected to result in the terms suspension or revocation of any agency license or broker Contract with any Target or any of their respective Affiliates in any material respect or violated any policy of any Target or any of their Affiliates in the solicitation, negotiation, appointment required for such Producer to continue writing, sale selling or production of such business producing the Business following the Closing, and (C) no Producer has been enjoined, indicted, convicted indicated in writing to any Seller or made the subject of any Governmental Order on account of any violation in any material respect of any applicable Law in connection with such Producer’s actions in his, her or its capacity as a Producer for the BusinessTarget, and there exists no enforcement Seller or disciplinary proceeding alleging Target has any such violationreason to believe, that any Producer will be unable or unwilling to continue its relationship with any of the Targets after the Closing. (iiiii) To CSO is duly registered with and/or licensed as an insurance agent, managing general agent, wholesaler, broker, solicitor, distributor or other producer in each jurisdiction where it conducts business of a nature requiring such registration and/or license and has been duly appointed by each insurance company for which it offers or sells insurance products or services. All such registrations, licenses and appointments are in full force and effect, and none of Sellers or the Knowledge Targets has received written notice of Sellersany investigation or proceeding that would reasonably be expected to result in the suspension or revocation of any such registration, since January 1license or appointment. (iv) CSO has marketed and sold all insurance policies and other insurance products in compliance in all material respects with all applicable Laws, 2011including applicable Laws relating to (A) suitability of sales and replacement of policies, each third party administrator (including any Producer not affiliated with B) the Targets) that has serviced, administered or adjusted any portion disclosure of the Business nature of insurance products as policies of insurance, (C) the use of unfair methods of competition and deceptive acts or performed practices relating to the advertising, sales and marketing of insurance, annuities or guaranteed investment contracts, (D) all applicable disclosure, filing and other requirements with respect to any variation in premiums or other action for or on behalf of the Targets or any of their Affiliates in connection with the Business, charges resulting from time to time at the time such third party serviced, administered or adjusted such portion of the Business or performed such action, was duly licensed and appointed, where required, as a third party administrator (for the type of business serviced, administered or adjusted by such third party administrator) in the particular jurisdiction in which such third party administrator servicedpremiums or charges are paid, administrated and (E) all applicable requirements regulating the underwriting, rating, non-renewal, cancellation or adjusted such portion replacement of the Business or performed such actioninsurance policies.