Common use of Insurance Business Clause in Contracts

Insurance Business. Except as has not resulted in and would not reasonably be expected to result in, individually or in the aggregate, a Company Material Adverse Effect, since December 31, 2017, the business of each Company Regulated Subsidiary has been conducted in compliance with applicable Insurance Laws. In addition, (i) there is no pending or, to the Company’s Knowledge, threatened charge by any state insurance regulatory authority that the Company or any Company Regulated Subsidiary has violated, nor is there any pending nor, to the Company’s Knowledge, threatened investigation by any state insurance regulatory authority related to possible violations by the Company or any Company Regulated Subsidiary of any applicable Insurance Laws, (ii) each Company Regulated Subsidiary has been duly authorized by the relevant state insurance regulatory authorities to issue the policies or Contracts of insurance in the jurisdictions in which it operates, and (iii) since December 31, 2017, each Company Regulated Subsidiary has, to the extent applicable, filed all material reports, forms, rates, notices and materials required to be filed by it with any state insurance regulatory authority. None of the Company Regulated Subsidiaries is subject to any order or decree of any insurance regulatory authority and, no insurance regulatory authority has revoked, suspended or limited, or, to the Company’s Knowledge, threatened to revoke, suspend or limit, any license or other permit issued pursuant to applicable Insurance Laws to any Company Regulated Subsidiary. Without limitation of the foregoing, no Action is pending or, to the Company’s Knowledge, threatened that would reasonably be expected to result in the revocation or suspension of any such license, except any such revocation or suspension that would not reasonably be expected to result in, individually or in the aggregate, a Company Material Adverse Effect.

Insurance Business. (a) Except as has not resulted in and would not reasonably be expected to result inas, individually or in the aggregate, is not and would not be reasonably likely to be, material to the Company and its Subsidiaries, taken as a Company Material Adverse Effectwhole, since December 31January 1, 20172021, the business of each Insurance Company Regulated Subsidiary has been conducted in compliance with applicable Insurance insurance Laws. In addition, except as set forth in Section 4.31(a) of the Company Disclosure Schedules and except as individually or in the aggregate, is not and would not be reasonably likely to be, material to the Company and its Subsidiaries, taken as a whole, (i) since January 1, 2021, no Insurance Regulator has alleged in writing that any Insurance Company has violated in any material respect any applicable insurance Laws or other Laws related to the sale, marketing, servicing or administering of Insurance Contracts, (ii) there is no pending or, to the Company’s Knowledgeknowledge, charge threatened charge in writing by any state (or applicable non-U.S.) insurance regulatory authority that the any Insurance Company or any Company Regulated Subsidiary has violated, nor is there any pending nor, to the Company’s Knowledgeknowledge, investigation threatened investigation in writing by any state (or applicable non-U.S.) insurance regulatory authority related to possible violations by the any Insurance Company or any Company Regulated Subsidiary of any applicable insurance Laws or other Laws related to the sale, marketing, servicing or administering of Insurance LawsContracts, (iiiii) each Insurance Company Regulated Subsidiary has been duly authorized by the relevant state (or applicable non-U.S.) insurance regulatory authorities to issue the policies or Insurance Contracts of insurance in the jurisdictions in which it operates, and (iiiiv) since December 31January 1, 20172021, each Insurance Company Regulated Subsidiary has, to the extent applicable, filed all material reports, forms, rates, notices and materials required to be filed by it with any state (or applicable non-U.S.) insurance regulatory authority. None of the Company Regulated Subsidiaries Insurance Companies is subject to any order or decree of any insurance regulatory authority authority, and, as of the date hereof, no insurance regulatory authority has revoked, suspended or limited, or, to the Company’s Knowledgeknowledge, threatened in writing to revoke, suspend or limit, any license or other permit issued pursuant to applicable Insurance insurance Laws to any Company Regulated SubsidiaryInsurance Company. Without limitation None of the foregoingInsurance Companies has issued any Insurance Contract to any non-U.S. resident since January 1, no Action is pending or, to the Company’s Knowledge, threatened that would reasonably be expected to result in the revocation or suspension of any such license, except any such revocation or suspension that would not reasonably be expected to result in, individually or in the aggregate, a Company Material Adverse Effect2019.

Insurance Business. Each Insurance Company has all requisite power ------------------ and authority to carry on its insurance business pursuant to and to the extent of the certificates of authority issued under the laws of the jurisdictions listed in Section 2.21 of the Seller Schedule. Such Section indicates the line or lines of insurance which are permitted to be written with respect to each certificate of authority listed. Except as otherwise described in such Section and except as a result of the transactions contemplated hereby, no certificate of authority identified therein has been revoked, restricted, suspended, limited or modified, nor is any certificate of authority the subject of, nor to the knowledge of the Seller is there a basis for, a proceeding for revocation, restriction, suspension, limitation or modification, nor is any Insurance Company operating under any formal or informal agreement or understanding with the licensing authority of any jurisdiction which restricts its authority to do business or requires it to take, or refrain from taking, any action (or, in the case of an agreement or understanding arising between the date hereof and the Closing, any material action). Section 2.21 of the Seller Schedule identifies each pending application for a certificate of authority submitted by or on behalf of an Insurance Company and specifies the jurisdiction in which each application is pending, the date of submission, the line or lines of business for which authority is sought and the current status of such application. Except as disclosed in Section 2.21 of the Seller Schedule, (i) all policies of insurance issued, reinsured or assumed by each Insurance Company now in force are, in all material respects to the extent required under applicable law, on forms approved by applicable insurance regulatory authorities or which have been filed and not resulted objected to by such authorities within the period provided for objection and (ii) any premium rates required to be filed with or approved by insurance regulatory authorities have been so filed or approved in all material respects, and premiums charged conform in all material respects thereto. Each Insurance Company has timely paid in full all guaranty fund and other residual market assessments required by any regulatory authority to be paid by it except for any failures to pay which would not reasonably be expected to result innot, individually or in the aggregate, a Company Material Adverse Effect, since December 31, 2017, the business of each Company Regulated Subsidiary has been conducted in compliance with applicable Insurance Laws. In addition, (i) there is no pending or, to the Company’s Knowledge, threatened charge by any state insurance regulatory authority that the Company or any Company Regulated Subsidiary has violated, nor is there any pending nor, to the Company’s Knowledge, threatened investigation by any state insurance regulatory authority related to possible violations by the Company or any Company Regulated Subsidiary of any applicable Insurance Laws, (ii) each Company Regulated Subsidiary has been duly authorized by the relevant state insurance regulatory authorities to issue the policies or Contracts of insurance in the jurisdictions in which it operates, and (iii) since December 31, 2017, each Company Regulated Subsidiary has, to the extent applicable, filed all material reports, forms, rates, notices and materials required to be filed by it with any state insurance regulatory authority. None of the Company Regulated Subsidiaries is subject to any order or decree of any insurance regulatory authority and, no insurance regulatory authority has revoked, suspended or limited, or, to the Company’s Knowledge, threatened to revoke, suspend or limit, any license or other permit issued pursuant to applicable Insurance Laws to any Company Regulated Subsidiary. Without limitation of the foregoing, no Action is pending or, to the Company’s Knowledge, threatened that would reasonably be expected to result in the revocation or suspension of any such license, except any such revocation or suspension that would not reasonably be expected to result in, individually or in the aggregate, have a Company Material Adverse Effect.