Common use of Producers Clause in Contracts

Producers. (a) Except as set forth on Schedule 2.14(a), each insurance producer, agent, broker, solicitor, and representative, including salaried employees of Ceding Company or any of its Affiliates performing the duties of insurance producer, agent or solicitor with respect to the Business (collectively, “Producers”), at the time such Producer wrote, sold, or produced business, or performed such other act that may require a producer’s, solicitor’s, broker’s or other insurance license with respect to the Business, to the Knowledge of Ceding Company, was duly licensed and appointed, where required, as an insurance producer or registered representative (for the type of business written, sold, or produced by such insurance producer, agent, broker, solicitor, or representative) in the particular jurisdiction in which such Producer wrote, sold, produced, solicited, or serviced such business. (b) With respect to each of the contracts and other agreements between Ceding Company and its Producers (each a “Producer Contract”), assuming the due authorization, execution and delivery thereof by the other party or parties thereto, (i) such Producer Contract is valid, binding and enforceable in accordance with its terms, subject to the Enforceability Exceptions, (ii) Ceding Company is not, and to the Knowledge of Ceding Company, no Producer that is a party thereto is, in default in the performance, observance or fulfillment of any obligation, covenant or condition contained in such Producer Contract, and (iii) there does not exist any state of facts which with the delivery of a notice, the passage of time or both would constitute an event of default by Ceding Company under such Producer Contract. (c) True, correct and complete copies of each of the Producer Contracts have been delivered to Reinsurer. Except as set forth in Schedule 2.14(c), there are no other agreements providing for the compensation or indemnification of representatives, sales agents or other producers in connection with the Business or the provision of financing (whether in form of contract loans or otherwise) to representatives, sales agents or other producers. (d) As of the date hereof, to the Knowledge of Ceding Company, there are no outstanding (i) disputes with current or former Producers of Ceding Company with respect to the Business, or (ii) errors and omissions claims against any Producer in connection with the Business. (e) None of the Producer Contracts provide the Producer with any right to control the operation of the Business or to set any fees charged by Ceding Company in connection with the Business. (f) Except as set forth on Schedule 2.14(f), to the Knowledge of Ceding Company, all compensation paid to the Producers (including any Producer not currently appointed by Ceding Company or not currently licensed) was paid in accordance with Applicable Law.