Compliance with Insurance Laws. Except as described in the Disclosure Package and the Prospectus, each of the Issuer and its insurance subsidiaries is duly registered, licensed or admitted as an insurer or reinsurer or as an insurance holding company, as the case may be, under applicable insurance holding company statutes or other insurance laws (including laws that relate to companies that control insurance companies) and the rules, regulations and interpretations of the insurance regulatory authorities thereunder (collectively, “Insurance Laws”) in each jurisdiction where it is required to be so licensed or admitted to conduct its business as described in the Disclosure Package and the Prospectus, except where the failure to be so registered, licensed or admitted would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as described in the Disclosure Package and the Prospectus, each of the Issuer and its insurance subsidiaries has all other necessary authorizations, approvals, orders, consents, certificates, permits, registrations and qualifications of and from, and has made all declarations and filings with, all insurance regulatory authorities necessary to conduct their respective businesses as described in the Disclosure Package and the Prospectus, and all of the foregoing are in full force and effect, except where the failure to have such authorizations, approvals, orders, consents, certificates, permits, registrations or qualifications, the failure to make such declarations and filings, or the failure to be in full force and effect would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as otherwise described in the Disclosure Package and the Prospectus, none of the Issuer nor any of its insurance subsidiaries has 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 either the Issuer or any of its insurance subsidiaries to conduct its business as currently conducted, except where the failure to have such additional authorization, approval, order, consent, certificate, permit, registration or qualification would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as otherwise described in the Disclosure Package and the Prospectus, no insurance regulatory authorit...
Compliance with Insurance Laws. (a) Except to the extent such non-compliance has not had and would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on the Company, (i) the business, activities and operations of the Company and each of its Subsidiaries have been conducted in compliance with all applicable insurance statutes, regulations, orders, decrees, rules, pronouncements, ordinances, bulletins, market conduct recommendations, licensing requirements, writs, injunctions, directives, judgments, settlement agreements, principles of common law, constitutions and treaties enacted, promulgated, issued, enforced or entered by any Governmental Authority regulating the business, activities or operations of the Company and each of its Subsidiaries (collectively, “Insurance Laws”), and (ii) each of the Company and its Subsidiaries and their respective Affiliates, insurance producers, agencies, agents, managing general agents, wholesalers, brokers, solicitors, adjusters, customer representatives and franchisees (collectively, the “Company Insurance Producers”) has marketed, sold and issued their respective products in compliance with applicable Insurance Laws and in the respective jurisdictions in which such products have been sold, including, without limitation, in compliance with (x) all applicable Insurance Law prohibitions against “redlining” or withdrawal of business lines, (y) all applicable requirements relating to disclosures to customers and insured and (z) all applicable requirements relating to insurance product projections and illustrations.
Compliance with Insurance Laws. (a) Agent, each Holder and each Obligor acknowledge and agree that Agent’s and Holders’ exercise of specific remedies available under this Agreement may be restricted pursuant to applicable insurance laws, including laws requiring Agent or Holders to obtain prior approval of a change in control of an insurance company before foreclosing or transferring ownership of the stock thereof, the Shares or other provisions of any insurance holding company act.
Compliance with Insurance Laws. Without limiting the representations and warranties contained in Sections 4.1(q) and (u), except as set forth in Section 4.1(r) of the Disclosure Schedule:
Compliance with Insurance Laws. Each of the Company’s subsidiaries engaged in the business of insurance (collectively, the “Insurance Subsidiaries” and, individually, an “Insurance Subsidiary”) is in compliance with the requirements of the insurance laws and regulations of its jurisdiction of incorporation and the insurance laws and regulations of other jurisdictions which are applicable to such Insurance Subsidiary and has filed all notices, reports, rates, forms, documents or other information required to be filed thereunder (“Insurance Notices”), in each case, with such exceptions as would not, individually or in the aggregate, have a Material Adverse Effect, and, no Insurance Subsidiary has received any notification from any insurance regulatory authority to the effect that any additional authorization, approval, order, consent, license, certificate, permit, registration or qualification (“Insurance Approvals”) from such insurance regulatory authority is needed to be obtained by any Insurance Subsidiary, in each case, with such exceptions as would not, individually or in the aggregate, have a Material Adverse Effect.
Compliance with Insurance Laws. Without limiting the representations and warranties contained elsewhere in this Agreement, except as set forth in SCHEDULE 2.31:
Compliance with Insurance Laws. (a) The business and operations of Seller Entities have been conducted in compliance in all material respects with all applicable insurance statutes, regulations, orders, decrees, rules, pronouncements, ordinances, bulletins, market conduct recommendations, licensing requirements, writs, injunctions, directives, judgments, settlement agreements, principles of common law, constitutions and treaties enacted, promulgated, issued, enforced or entered by any Governmental Body regulating the business, activities or operations of Seller Entities (collectively, "Insurance Laws"). Notwithstanding the generality of the foregoing, each Seller Entity, its Affiliates, Franchisees and Dealers has marketed, sold and issued their respective products in compliance with Insurance Laws applicable to the Acquired Business and in the respective jurisdictions in which such products have been sold, including, without limitation in compliance with (i) all applicable prohibitions against "redlining" or withdrawal of business lines, (ii) all applicable requirements relating to disclosures to customers and insured and (iii) all applicable requirements relating to insurance product projections and illustrations. In addition, except as set forth in Section 3.24(a) of the Seller Parties Disclosure Schedule (x) there is no pending or, to the knowledge of Seller Parties, threatened charge by any Governmental Body that any Seller Entity has violated, nor any pending or, to the knowledge of Seller Parties, threatened investigation by any Government Body with respect to possible violations of, any applicable Insurance Laws; and (x) no Seller Entity is subject to any order or decree of any Government Body relating specifically to such Person (as opposed to insurance companies generally).
Compliance with Insurance Laws. Except as set forth in or contemplated by the Registration Statement, the Time of Sale Information and the Prospectus, each of Hxxxxx Xxxx Life Insurance Company, Teachers Insurance Company, Hxxxxx Xxxx Insurance Company, Hxxxxx Xxxx Property & Casualty Insurance Company, National Teachers Associates Life Insurance Company and Madison National Life Insurance Company, Inc. (collectively referred to as the “Insurance Subsidiaries”) is in compliance with the requirements of the insurance laws and regulations of its jurisdiction of incorporation and the insurance laws and regulations of the jurisdictions that are applicable to each such Insurance Subsidiary, and has filed all notices, reports, documents or other information required to be filed thereunder, except where the failure to so comply or file would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.
Compliance with Insurance Laws. For aspects of the Relationship that may be subject to insurance regulation or law, Juno agrees to use its reasonable commercial efforts to adhere to The Hartford's policies; provided that Juno receives prior written notice of each such policy. Without limitation of the foregoing, each Party agrees that it will comply with all laws, rules, and regulations applicable to performance of such Party's obligations under this Agreement. Prior to the commencement of the first transmission by Juno of any Materials under the Co-Developed Program, Hartford will deliver to Juno a written legal opinion, in form and substance reasonably satisfactory to Juno, that the transmission of Materials by Juno as contemplated under the Agreement and the receipt of One-Time Acquisition Fees and Ongoing Royalties by Juno as contemplated under the Agreement do not require Juno to be registered or licensed by the applicable insurance regulatory authority in any state or jurisdiction in which the Parties intend to advertise the Co-Developed Program. The parties agree that any failure by Juno to satisfy any such registration or licensing requirements shall not be considered a violation of a law, rule, or regulation that gives rise to Juno's obligations to The Hartford under Section 8.1 of the Agreement.
Compliance with Insurance Laws. Without limiting the ------------------------------ representations and warranties contained elsewhere in this Agreement, except as set forth in Schedule 2.31: -------------
