Common use of Insurance Laws Clause in Contracts

Insurance Laws. Each of the Guarantor and its insurance subsidiaries (including insurance holding companies) is duly registered, licensed or admitted as an insurer or an insurance holding company (as applicable) in each jurisdiction where it is required to be so licensed or admitted to conduct its business as presently conducted, except where the failure to be so registered, licensed or admitted would not reasonably be expected to result in a Material Adverse Change; each of the Guarantor and its insurance subsidiaries has all other necessary authorizations, approvals, orders, certificates and permits, of and from, and has made all declarations and filings with, all insurance authorities, commissions or other insurance regulatory bodies to conduct their respective businesses as described in each of the Disclosure Package and the Prospectus, except for where the failure to have such authorizations, approvals, orders, certificates and permits, or to make such declarations and filings, would not reasonably be expected to result in a Material Adverse Change; all of such authorizations, approvals, orders, certificates and permits are in full force and effect, except where the failure to be in full force and effect would not reasonably be expected to result in a Material Adverse Change; and neither the Guarantor nor its insurance subsidiaries has received any notification from any insurance authority, commission or other insurance regulatory body to the effect that any additional authorization, approval, order, license, certificate or permit from such authority, commission or body is needed to be obtained by any of the Guarantor or its insurance subsidiaries, except for any authorization, approval, order, license, certificate or permit from any such authority, commission or body the failure of which to obtain, singly or in the aggregate, would not reasonably be expected to result in a Material Adverse Change. Each of the Guarantor and its insurance subsidiaries is in compliance with all applicable insurance statutes and regulations and has filed all reports, documents or other information required to be filed under such statutes and regulations, except where the failure to comply or file would not reasonably be expected to result in a Material Adverse Change; and each of the Guarantor and its insurance subsidiaries is in compliance with the insurance laws and regulations of other jurisdictions which are applicable to the Guarantor and its insurance subsidiaries (as the case may be), except where the failure to comply would not reasonably be expected to result in a Material Adverse Change.

Appears in 17 contracts

Samples: Terms Agreement (Chubb LTD), Terms Agreement (Chubb LTD), Underwriting Agreement (Chubb LTD)

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Insurance Laws. Each Designated Subsidiary of the Guarantor and its insurance subsidiaries (including insurance holding companies) Company that is so required is duly registered, licensed or admitted authorized as an insurer or an insurance holding company (as applicable) reinsurer in each jurisdiction where it is required to be so licensed or admitted authorized in order to conduct its business as presently conducteddescribed in the Registration Statement, the General Disclosure Package and the Prospectus. Each of the Company and its Designated Subsidiaries that is so required, has filed all reports, information statements and other documents with the insurance regulatory authorities of its jurisdiction of incorporation and domicile as are required to be filed pursuant to the insurance statutes of such jurisdictions, including the statutes relating to companies which control insurance companies, and the rules, regulations and interpretations of the insurance regulatory authorities thereunder (the “Insurance Laws”), and has duly paid all taxes (including franchise taxes and similar fees) it is required to have paid under the Insurance Laws, except where the failure to be so registered, licensed file such statements or admitted reports or pay such taxes would not reasonably be expected to result in a Material Adverse Change; each of the Guarantor and its insurance subsidiaries has all other necessary authorizations, approvals, orders, certificates and permits, of and from, and has made all declarations and filings with, all insurance authorities, commissions or other insurance regulatory bodies to conduct their respective businesses as described in each of the Disclosure Package and the Prospectus, except for where the failure to have such authorizations, approvals, orders, certificates and permits, or to make such declarations and filings, would not reasonably be expected to result in a Material Adverse Change; all of such authorizations, approvals, orders, certificates and permits are in full force and effect, except where the failure to be in full force and effect would not reasonably be expected to result in a Material Adverse Change; and neither the Guarantor nor its insurance subsidiaries has received any notification from any insurance authority, commission or other insurance regulatory body to the effect that any additional authorization, approval, order, license, certificate or permit from such authority, commission or body is needed to be obtained by any of the Guarantor or its insurance subsidiaries, except for any authorization, approval, order, license, certificate or permit from any such authority, commission or body the failure of which to obtainnot, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect, and each of the Company and its Designated Subsidiaries maintains its books and records in accordance with the Insurance Laws, except where the failure to so maintain its books and records would not reasonably be expected to result in have a Material Adverse ChangeEffect. Each of the Guarantor Company and its insurance subsidiaries is in compliance with all applicable insurance statutes and regulations and has filed all reports, documents or other information required to be filed under such statutes and regulations, except where the failure to comply or file would not reasonably be expected to result in a Material Adverse Change; and each of the Guarantor and its insurance subsidiaries Designated Subsidiaries is in compliance with the insurance laws requirements of the Insurance Laws of its jurisdiction of incorporation and regulations the Insurance Laws of other jurisdictions which are applicable to the Guarantor and its insurance subsidiaries (as the case may be), Company or such subsidiary except where the failure to comply would not reasonably be expected to result in have a Material Adverse ChangeEffect. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, each of the Company and its Designated Subsidiaries that is so required has received approvals of acquisition of control and/or affiliate transactions in each jurisdiction where such approvals are required.

Appears in 6 contracts

Samples: Purchase Agreement (Arch Capital Group Ltd.), Purchase Agreement (Arch Capital Group Ltd.), Purchase Agreement (Arch Capital Group Ltd.)

Insurance Laws. The Company is not required to be licensed as an insurance company. Each of the Guarantor and its Company’s regulated insurance company subsidiaries (including insurance holding companiesherein called, collectively, the “Insurance Subsidiaries”) is duly registered, licensed or admitted as an insurer or an reinsurer, as the case may be, under the insurance holding company laws and the rules, regulations and interpretations of the insurance regulatory authorities thereunder (as applicablecollectively, the “Insurance Laws”) in of each jurisdiction where it is required to be so licensed or admitted to in which the conduct of its existing business as presently conducteddescribed in the Registration Statement, the Time of Sale Information and the Prospectus requires such licensing, except where for such jurisdictions in which the failure to be so registeredlicensed would not, licensed individually or admitted would not in the aggregate, be reasonably be expected to result in a Material Adverse ChangeEffect; each of the Guarantor Company and its insurance subsidiaries 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 for such jurisdictions in which the failure to make such filings would not, individually or in the aggregate, be reasonably expected to result in a Material Adverse Effect; each of the Company and the Insurance Subsidiaries has all other necessary authorizations, approvals, orders, certificates and consents, certificates, licenses, permits, registrations and qualifications of and from, and has made all declarations and filings with, from all insurance authorities, commissions or other insurance regulatory bodies authorities necessary to conduct their respective existing businesses as described in each the Registration Statement, the Time of Sale Information and the Prospectus and all of the Disclosure Package foregoing are in full force and the Prospectuseffect, except for where the failure to have such authorizations, approvals, orders, certificates and consents, certificates, permits, registrations or to make such declarations and filings, would not reasonably be expected to result in a Material Adverse Change; all of such authorizations, approvals, orders, certificates and permits are in full force and effect, except where the qualifications or their failure to be in full force and effect would not not, individually or in the aggregate, be reasonably be expected to result in a Material Adverse ChangeEffect; none of the Company and neither the Guarantor nor its insurance subsidiaries Insurance Subsidiaries has received any notification from any insurance authority, commission regulatory authority or other insurance regulatory body governmental authority in the United States or elsewhere to the effect that any additional material authorization, approval, order, licenseconsent, certificate certificate, permit, registration or permit from such authority, commission or body qualification is needed to be obtained by either the Company or the Insurance Subsidiaries to conduct its existing business as described in the Registration Statement, the Time of Sale Information and the Prospectus and except as otherwise described in the Registration Statement, the Time of Sale Information and the Prospectus, no insurance regulatory authority has issued any order or decree impairing, restricting or prohibiting the payment of dividends by the Company or any of the Guarantor or its insurance subsidiaries, except for any authorization, approval, order, license, certificate or permit from any such authority, commission or body the failure of which to obtain, singly or in the aggregate, would not reasonably be expected to result in a Material Adverse Change. Each of the Guarantor and its insurance subsidiaries is in compliance with all applicable insurance statutes and regulations and has filed all reports, documents or other information required to be filed under such statutes and regulations, except where the failure to comply or file would not reasonably be expected to result in a Material Adverse Change; and each of the Guarantor and its insurance subsidiaries is in compliance with the insurance laws and regulations of other jurisdictions which are applicable to the Guarantor and its insurance subsidiaries (as the case may be), except where the failure to comply would not reasonably be expected to result in a Material Adverse ChangeInsurance Subsidiaries.

Appears in 4 contracts

Samples: First American Financial Corp, First American Financial Corp, First American Financial Corp

Insurance Laws. Each of the Guarantor and its insurance subsidiaries (including insurance holding companies) Insurance Subsidiaries is duly registered, licensed or admitted as an insurer or an reinsurer, as the case may be, under the insurance holding company laws and the rules, regulations and interpretations of the insurance regulatory authorities thereunder (as applicablecollectively, the “Insurance Laws”) in of each jurisdiction where it is required to be so licensed or admitted to in which the conduct of its existing business as presently conducteddescribed in the Pricing Disclosure Package and the Prospectus requires such licensing, except where for such jurisdictions in which the failure to be so registeredlicensed would not, licensed individually or admitted would not in the aggregate, be reasonably be expected to result in a Material Adverse ChangeEffect; each of the Guarantor Company and its insurance subsidiaries 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 for such jurisdictions in which the failure to make such filings would not, individually or in the aggregate, be reasonably expected to result in a Material Adverse Effect; each of the Company and the Insurance Subsidiaries has all other necessary authorizations, approvals, orders, certificates and consents, certificates, licenses, permits, registrations and qualifications of and from, and has made all declarations and filings with, from all insurance authorities, commissions or other insurance regulatory bodies authorities necessary to conduct their respective existing businesses as described in each of the Pricing Disclosure Package and the ProspectusProspectus and all of the foregoing are in full force and effect, except for where the failure to have such authorizations, approvals, orders, certificates and consents, certificates, permits, registrations or to make such declarations and filings, would not reasonably be expected to result in a Material Adverse Change; all of such authorizations, approvals, orders, certificates and permits are in full force and effect, except where the qualifications or their failure to be in full force and effect would not not, individually or in the aggregate, be reasonably be expected to result in a Material Adverse ChangeEffect; none of the Company and neither the Guarantor nor its insurance subsidiaries Insurance Subsidiaries has received any written notification from any insurance authority, commission regulatory authority or other insurance regulatory body governmental authority in the United States or elsewhere to the effect that any additional material authorization, approval, order, licenseconsent, certificate certificate, permit, registration or permit from such authority, commission or body qualification is needed to be obtained by either the Company or the Insurance Subsidiaries to conduct its existing business as described in the Pricing Disclosure Package and the Prospectus; and except as otherwise described in the Pricing Disclosure Package and the Prospectus, no insurance regulatory authority has issued any order or decree impairing, restricting or prohibiting the payment of dividends by the Company or any of the Guarantor or its insurance subsidiaries, except for any authorization, approval, order, license, certificate or permit from any such authority, commission or body the failure of which to obtain, singly or in the aggregate, would not reasonably be expected to result in a Material Adverse Change. Each of the Guarantor and its insurance subsidiaries is in compliance with all applicable insurance statutes and regulations and has filed all reports, documents or other information required to be filed under such statutes and regulations, except where the failure to comply or file would not reasonably be expected to result in a Material Adverse Change; and each of the Guarantor and its insurance subsidiaries is in compliance with the insurance laws and regulations of other jurisdictions which are applicable to the Guarantor and its insurance subsidiaries (as the case may be), except where the failure to comply would not reasonably be expected to result in a Material Adverse ChangeInsurance Subsidiaries.

Appears in 3 contracts

Samples: Fidelity National Financial, Inc., Fidelity National Financial, Inc., Fidelity National Financial, Inc.

Insurance Laws. Each of the Guarantor and its insurance subsidiaries (including insurance holding companies) Designated Subsidiary that is so required is duly registered, licensed or admitted authorized as an insurer or an insurance holding company (as applicable) reinsurer in each jurisdiction where it is required to be so licensed or admitted authorized in order to conduct its business as presently conducteddescribed in the Registration Statement, the General Disclosure Package and the Prospectus. Each of the Company and the Designated Subsidiaries that is so required, has filed all reports, information statements and other documents with the insurance regulatory authorities of its jurisdiction of incorporation or formation, as applicable, and domicile as are required to be filed pursuant to the insurance statutes of such jurisdictions, including the statutes relating to companies which control insurance companies, and the rules, regulations and interpretations of the insurance regulatory authorities thereunder (the “Insurance Laws”), and has duly paid all taxes (including franchise taxes and similar fees) it is required to have paid under the Insurance Laws, except where the failure to be so registered, licensed file such statements or admitted reports or pay such taxes would not reasonably be expected to result in a Material Adverse Change; each of the Guarantor and its insurance subsidiaries has all other necessary authorizations, approvals, orders, certificates and permits, of and from, and has made all declarations and filings with, all insurance authorities, commissions or other insurance regulatory bodies to conduct their respective businesses as described in each of the Disclosure Package and the Prospectus, except for where the failure to have such authorizations, approvals, orders, certificates and permits, or to make such declarations and filings, would not reasonably be expected to result in a Material Adverse Change; all of such authorizations, approvals, orders, certificates and permits are in full force and effect, except where the failure to be in full force and effect would not reasonably be expected to result in a Material Adverse Change; and neither the Guarantor nor its insurance subsidiaries has received any notification from any insurance authority, commission or other insurance regulatory body to the effect that any additional authorization, approval, order, license, certificate or permit from such authority, commission or body is needed to be obtained by any of the Guarantor or its insurance subsidiaries, except for any authorization, approval, order, license, certificate or permit from any such authority, commission or body the failure of which to obtainnot, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect, and each of the Company and the Designated Subsidiaries maintains its books and records in accordance with the Insurance Laws, except where the failure to so maintain its books and records would not reasonably be expected to result in have a Material Adverse ChangeEffect. Each of the Guarantor Company and its insurance subsidiaries is in compliance with all applicable insurance statutes and regulations and has filed all reports, documents or other information required to be filed under such statutes and regulations, except where the failure to comply or file would not reasonably be expected to result in a Material Adverse Change; and each of the Guarantor and its insurance subsidiaries Designated Subsidiaries is in compliance with the insurance laws requirements of the Insurance Laws of its jurisdiction of incorporation or formation, as applicable, and regulations the Insurance Laws of other jurisdictions which are applicable to the Guarantor and its insurance subsidiaries (as the case may be), Company or such subsidiary except where the failure to comply would not reasonably be expected to result in have a Material Adverse ChangeEffect. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, each of the Company and the Designated Subsidiaries that is so required has received approvals of acquisition of control and/or affiliate transactions in each jurisdiction where such approvals are required.

Appears in 2 contracts

Samples: Purchase Agreement (Arch Capital Group Ltd.), Purchase Agreement (Arch Capital Group Ltd.)

Insurance Laws. Each of the Guarantor and its insurance subsidiaries (including insurance holding companies) Insurance Subsidiaries is duly registered, licensed or admitted as an insurer or an reinsurer, as the case may be, under the insurance holding company laws and the rules, regulations and interpretations of the insurance regulatory authorities thereunder (as applicablecollectively, the “Insurance Laws”) in of each jurisdiction where it is required to be so licensed or admitted to in which the conduct of its existing business as presently conducteddescribed in the Pricing Disclosure Package and the Prospectus requires such licensing, except where for such jurisdictions in which the failure to be so registeredlicensed would not, licensed individually or admitted would not in the aggregate, be reasonably be expected to result in a Material Adverse ChangeEffect; each of the Guarantor Company and its insurance subsidiaries 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 for such jurisdictions in which the failure to make such filings would not, individually or in the aggregate, be reasonably expected to result in a Material Adverse Effect; each of the Company and the Insurance Subsidiaries has all other necessary authorizations, approvals, orders, certificates and consents, certificates, licenses, permits, registrations and qualifications of and from, and has made all declarations and filings with, from all insurance authorities, commissions or other insurance regulatory bodies authorities necessary to conduct their respective existing businesses as described in each of the Pricing Disclosure Package and the ProspectusProspectus and all of the foregoing are in full force and effect, except for where the failure to have such authorizations, approvals, orders, certificates and consents, certificates, permits, registrations or to make such declarations and filings, would not reasonably be expected to result in a Material Adverse Change; all of such authorizations, approvals, orders, certificates and permits are in full force and effect, except where the qualifications or their failure to be in full force and effect would not not, individually or in the aggregate, be reasonably be expected to result in a Material Adverse ChangeEffect; none of the Company and neither the Guarantor nor its insurance subsidiaries Insurance Subsidiaries has received any written notification from any insurance authority, commission regulatory authority or other insurance regulatory body governmental authority in the United States or elsewhere to the effect that any additional material authorization, approval, order, licenseconsent, certificate certificate, permit, registration or permit from such authority, commission or body qualification is needed to be obtained by either the Company or the Insurance Subsidiaries to conduct its existing business as described in the Pricing Disclosure Package and the Prospectus and except as otherwise described in the Pricing Disclosure Package and the Prospectus, no insurance regulatory authority has issued any order or decree impairing, restricting or prohibiting the payment of dividends by the Company or any of the Guarantor or its insurance subsidiaries, except for any authorization, approval, order, license, certificate or permit from any such authority, commission or body the failure of which to obtain, singly or in the aggregate, would not reasonably be expected to result in a Material Adverse Change. Each of the Guarantor and its insurance subsidiaries is in compliance with all applicable insurance statutes and regulations and has filed all reports, documents or other information required to be filed under such statutes and regulations, except where the failure to comply or file would not reasonably be expected to result in a Material Adverse Change; and each of the Guarantor and its insurance subsidiaries is in compliance with the insurance laws and regulations of other jurisdictions which are applicable to the Guarantor and its insurance subsidiaries (as the case may be), except where the failure to comply would not reasonably be expected to result in a Material Adverse ChangeInsurance Subsidiaries.

Appears in 2 contracts

Samples: Fidelity National Financial, Inc., Fidelity National Financial, Inc.

Insurance Laws. Each of the Guarantor Company and its insurance subsidiaries (including insurance holding companies) is duly registered, licensed or admitted as an insurer or an insurance holding company (as applicable) in each jurisdiction where it is required to be so licensed or admitted to conduct its business as presently conducted, except where the failure to be so registered, licensed or admitted would not reasonably be expected to result in a Material Adverse Change; each of the Guarantor Company and its insurance subsidiaries has all other necessary authorizations, approvals, orders, certificates and permits, of and from, and has made all declarations and filings with, all insurance authorities, commissions or other insurance regulatory bodies to conduct their respective businesses as described in each of the Disclosure Package and the Prospectus, except for where the failure to have such authorizations, approvals, orders, certificates and permits, or to make such declarations and filings, would not reasonably be expected to result in have a Material Adverse Change; all of such authorizations, approvals, orders, certificates and permits are in full force and effect, except where the failure to be in full force and effect would not reasonably be expected to result in have a Material Adverse Change; and neither the Guarantor Company nor its insurance subsidiaries has received any notification from any insurance authority, commission or other insurance regulatory body to the effect that any additional authorization, approval, order, license, certificate or permit from such authority, commission or body is needed to be obtained by any of the Guarantor Company or its insurance subsidiaries, except for any authorization, approval, order, license, certificate or permit from any such authority, commission or body the failure of which to obtain, singly or in the aggregate, would not reasonably be expected to result in have a Material Adverse Change. Each of the Guarantor Company and its insurance subsidiaries is in compliance with all applicable insurance statutes and regulations and has filed all reports, documents or other information required to be filed under such statutes and regulations, except where the failure to comply or file would not reasonably be expected to result in have a Material Adverse Change; and each of the Guarantor Company and its insurance subsidiaries is in compliance with the insurance laws and regulations of other jurisdictions which are applicable to the Guarantor Company and its insurance subsidiaries (as the case may be), except where the failure to comply would not reasonably be expected to result in have a Material Adverse Change.

Appears in 2 contracts

Samples: Terms Agreement (Ace LTD), Underwriting Agreement (Ace LTD)

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Insurance Laws. Each of the Guarantor and its insurance subsidiaries (including insurance holding companies) is duly registered, licensed or admitted as an insurer or an insurance holding company (as applicable) in each jurisdiction where it is required to be so licensed or admitted to conduct its business as presently conducted, except where the failure to be so registered, licensed or admitted would not reasonably be expected to result in a Material Adverse Change; each of the Guarantor and its insurance subsidiaries has all other necessary authorizations, approvals, orders, certificates and permits, of and from, and has made all declarations and filings with, all insurance authorities, commissions or other insurance regulatory bodies to conduct their respective businesses as described in each of the Disclosure Package and the Prospectus, except for where the failure to have such authorizations, approvals, orders, certificates and permits, or to make such declarations and filings, would not reasonably be expected to result in a Material Adverse Change; all of such authorizations, approvals, orders, certificates and permits are in full force and effect, except where the failure to be in full force and effect would not reasonably be expected to result in a Material Adverse Change; and neither the Guarantor nor its insurance subsidiaries has received any notification from any insurance authority, commission or other insurance regulatory body to the effect that any additional authorization, approval, order, license, certificate or permit from such authority, commission or body is needed to be obtained by any of the Guarantor or its insurance subsidiaries, except for any authorization, approval, order, license, certificate or permit from any such authority, commission or body the failure of which to obtain, singly or in the aggregate, would not reasonably be expected to result in a Material Adverse Change. Each of the Guarantor and its insurance subsidiaries is in compliance with all applicable insurance statutes and regulations and has filed all reports, documents or other information required to be filed under such statutes and regulations, except where the failure to comply or file would not reasonably be expected to result in a Material Adverse Change; and each of the Guarantor and its insurance subsidiaries is in compliance with the insurance laws and regulations of other jurisdictions which are applicable to the Guarantor and its insurance subsidiaries (as the case may be), except where the failure to comply would not reasonably be expected to result in a Material Adverse Change.

Appears in 1 contract

Samples: Underwriting Agreement (Ace LTD)

Insurance Laws. Each of the Guarantor and its insurance subsidiaries (including insurance holding companies) Insurance Subsidiaries is duly registered, licensed or admitted as an insurer or an reinsurer, as the case may be, under the insurance holding company laws and the rules, regulations and interpretations of the insurance regulatory authorities thereunder (as applicablecollectively, the “Insurance Laws”) in of each jurisdiction where it is required to be so licensed or admitted to in which the conduct of its existing business as presently conducteddescribed in the Pricing Disclosure Package and the Prospectus requires such licensing, except where for such jurisdictions in which the failure to be so registeredlicensed would not, licensed individually or admitted would not in the aggregate, be reasonably be expected to result in a Material Adverse ChangeEffect; each of the Guarantor Company and its insurance subsidiaries 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 for such jurisdictions in which the failure to make such filings would not, individually or in the aggregate, be reasonably expected to result in a Material Adverse Effect; each of the Company and the Insurance Subsidiaries has all other necessary authorizations, approvals, orders, certificates and consents, certificates, licenses, permits, registrations and qualifications of and from, and has made all declarations and filings with, from all insurance authorities, commissions or other insurance regulatory bodies authorities necessary to conduct their respective existing businesses as described in each of the Pricing Disclosure Package and the ProspectusProspectus and all of the foregoing are in full force and effect, except for where the failure to have such authorizations, approvals, orders, certificates and consents, certificates, permits, registrations or to make such declarations and filings, would not reasonably be expected to result in a Material Adverse Change; all of such authorizations, approvals, orders, certificates and permits are in full force and effect, except where the qualifications or their failure to be in full force and effect would not not, individually or in the aggregate, be reasonably be expected to result in a Material Adverse ChangeEffect; none of the Company and neither the Guarantor nor its insurance subsidiaries Insurance Subsidiaries has received any notification from any insurance authority, commission regulatory authority or other insurance regulatory body governmental authority in the United States or elsewhere to the effect that any additional material authorization, approval, order, licenseconsent, certificate certificate, permit, registration or permit from such authority, commission or body qualification is needed to be obtained by either the Company or the Insurance Subsidiaries to conduct its existing business as described in the Pricing Disclosure Package and the Prospectus and except as otherwise described in the Pricing Disclosure Package and the Prospectus, no insurance regulatory authority has issued any order or decree impairing, restricting or prohibiting the payment of dividends by the Company or any of the Guarantor or its insurance subsidiaries, except for any authorization, approval, order, license, certificate or permit from any such authority, commission or body the failure of which to obtain, singly or in the aggregate, would not reasonably be expected to result in a Material Adverse Change. Each of the Guarantor and its insurance subsidiaries is in compliance with all applicable insurance statutes and regulations and has filed all reports, documents or other information required to be filed under such statutes and regulations, except where the failure to comply or file would not reasonably be expected to result in a Material Adverse Change; and each of the Guarantor and its insurance subsidiaries is in compliance with the insurance laws and regulations of other jurisdictions which are applicable to the Guarantor and its insurance subsidiaries (as the case may be), except where the failure to comply would not reasonably be expected to result in a Material Adverse ChangeInsurance Subsidiaries.

Appears in 1 contract

Samples: Fidelity National Financial, Inc.

Insurance Laws. Each Without limitation of the foregoing, each Subsidiary of the Company or the Guarantor and its that is engaged in the business of insurance subsidiaries (including insurance holding companies) or reinsurance is duly registeredorganized and licensed as an insurance or reinsurance company in the respective jurisdiction in which it is chartered or organized, and is duly licensed or admitted authorized as an insurer or an insurance holding company (as applicable) reinsurer in each other jurisdiction where in which the conduct of its respective business as described in the Disclosure Package and the Prospectus requires it is required to be so licensed or admitted to conduct its business as presently conductedauthorized, except where the failure to be so registered, licensed or admitted authorized would not not, individually or in the aggregate, reasonably be expected to result in a Material Adverse ChangeEffect; each of the Company, the Guarantor and their respective Subsidiaries has filed all notices, reports, information statements, documents and other information with the insurance regulatory authorities of its respective jurisdiction of organization and domicile as are required to be filed pursuant to the insurance subsidiaries has all other necessary authorizationsstatutes of such jurisdictions, approvalsincluding the statutes relating to companies which control insurance companies, ordersand the rules, certificates regulations and permitsinterpretations of the insurance regulatory authorities thereunder (collectively, of and fromthe “Insurance Laws”), and has made duly paid all declarations taxes (including franchise taxes and filings with, all insurance authorities, commissions or other insurance regulatory bodies similar fees) it is required to conduct their respective businesses as described in each of have paid under the Disclosure Package and the ProspectusInsurance Laws, except for where the failure to have file such authorizationsstatements or reports or pay such taxes would not, approvalsindividually or in the aggregate, orders, certificates and permits, or to make such declarations and filings, would not reasonably be expected to result in a Material Adverse ChangeEffect; all none of such authorizationsthe Company, approvals, orders, certificates and permits are in full force and effect, except where the failure to be in full force and effect would not reasonably be expected to result in a Material Adverse Change; and neither the Guarantor nor its insurance subsidiaries or any of their Subsidiaries has received any notification notice from any insurance authority, commission or other insurance regulatory body authority to the effect that any additional authorization, approval, order, consent, license, certificate certificate, permit, registration or permit qualification from such authority, commission or body any insurance regulatory authority is needed to be obtained by any of the Company, the Guarantor or its insurance subsidiaries, except for any of their Subsidiaries other than in any case where the failure to acquire such additional authorization, approval, order, consent, license, certificate certificate, permit, registration or permit from any such authorityqualification would not, commission or body the failure of which to obtain, singly individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; no insurance regulatory authority having jurisdiction over the Company, the Guarantor or any of their Subsidiaries has issued any order or decree impairing, restricting or prohibiting the continuation of the business of the Company, the Guarantor or any of their Subsidiaries in all material respects as currently conducted, except as would not reasonably be expected to result in a Material Adverse Change. Each of the Guarantor and its insurance subsidiaries is in compliance with all applicable insurance statutes and regulations and has filed all reports, documents or other information required to be filed under such statutes and regulations, except where the failure to comply or file would not reasonably be expected to result in a Material Adverse ChangeEffect; and each of the Guarantor and its insurance subsidiaries is in compliance with the insurance laws and regulations of other jurisdictions which are applicable to Company, the Guarantor and their respective Subsidiaries maintains its insurance subsidiaries (as books and records in accordance with the case may be)Insurance Laws, except where as would not, individually or in the failure to comply would not aggregate, reasonably be expected to result in have a Material Adverse ChangeEffect.

Appears in 1 contract

Samples: Underwriting Agreement (Argo Group International Holdings, Ltd.)

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