Common use of Insurance Laws Clause in Contracts

Insurance Laws. Each of the Company and its subsidiary 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 file such statements or reports or pay such taxes could not, individually or in the aggregate, result in a Material Adverse Change. Each of the Company and its subsidiary maintains its books and records in accordance with the Insurance Laws, except where the failure to so maintain its books and records could not result in a Material Adverse Change. Each of the Company and its subsidiary has all other necessary authorizations, approvals, orders, consents, certificates, permits, registrations and qualifications of and from all insurance regulatory authorities necessary to conduct their respective business as described in the Prospectus except where the failure to have such authorizations, approvals, orders, consents, certificates, permits registrations or qualifications could not, individually or in the aggregate, result in a Material Adverse Change. The Company and its subsidiary have not received any notification from any insurance regulatory authority to the effect that any additional authorization, approval, order, consent, certificate, permit, registration or qualification must be obtained by the Company or its subsidiary in any case where it could be reasonably expected that (x) the Company or its subsidiary would be required either to obtain such additional authorization, approval, order, consent, certificate, permit, registration or qualification or to cease or otherwise limit the writing of certain business and (y) the failure to obtain such additional authorization, approval, order, consent, certificate, permit, registration or qualification or the limiting of the writing of such business could result in a Material Adverse Change; and no insurance regulatory authority having jurisdiction over the Company or its subsidiary has issued any order or decree impairing, EXECUTION VERSION restricting or prohibiting (i) the payment of dividends by the subsidiary to its parent, or (ii) the continuation of the business of the Company or the subsidiary in all material respects as presently conducted.

Insurance Laws. Each subsidiary of the Company and its subsidiary has filed all reportswhich is engaged in the business of insurance or reinsurance (including insurance holding companies) (collectively, 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 LawsSubsidiaries”)) is duly registered, and has duly paid all taxes licensed or admitted as an insurer or an insurance holding company (including franchise taxes and similar feesas applicable) in each jurisdiction where it is required to have paid under the Insurance Lawsbe so licensed or admitted to conduct its business as presently conducted, except where the failure to file such statements be so registered, licensed or reports or pay such taxes could admitted would not, individually singly or in the aggregate, result in a Material Adverse Change. Each Effect; each of the Company Insurance Subsidiaries has all other insurance licenses, authorizations, approvals, consents, orders, registrations, certificates, permits, qualifications or decrees, of and from, and has made all declarations and filings with, all insurance departments, authorities, commissions or other insurance regulatory bodies of the various jurisdictions where it conducts business (collectively, the “Insurance Licenses”) necessary to conduct its subsidiary maintains its books business as described in each of the General Disclosure Package and records in accordance with the Insurance LawsProspectus, except where the failure to so maintain its books and records could not result in a Material Adverse Change. Each of have the Company and its subsidiary has all other necessary authorizationsInsurance Licenses, approvals, orders, consents, certificates, permits, registrations and qualifications of and from all insurance regulatory authorities necessary to conduct their respective business as described in the Prospectus except where the failure to have such authorizations, approvals, orders, consents, certificates, permits registrations or qualifications could would not, individually singly or in the aggregate, result in a Material Adverse Change. The Effect; all of the Insurance Licenses are in full force and effect, except where the failure to be in full force and effect would not, singly or in the aggregate, result in a Material Adverse Effect; and neither the Company and its subsidiary have not nor the Insurance Subsidiaries has received any notification from any insurance authority, commission or other insurance regulatory authority body to the effect that any additional authorizationInsurance Licenses from such authority, approval, order, consent, certificate, permit, registration commission or qualification must body is needed to be obtained by the Company or its subsidiary in any case where it could be reasonably expected that (x) of the Company Insurance Subsidiaries, except for any additional Insurance Licenses from any such authority, commission or its subsidiary would be required either to obtain such additional authorization, approval, order, consent, certificate, permit, registration or qualification or to cease or otherwise limit the writing of certain business and (y) body the failure of which to obtain such additional authorizationobtain, approvalwould not, ordersingly or in the aggregate, consent, certificate, permit, registration or qualification or the limiting of the writing of such business could result in a Material Adverse Change; and no insurance regulatory authority having jurisdiction over the Company or its subsidiary has issued any order or decree impairing, EXECUTION VERSION restricting or prohibiting (i) the payment of dividends by the subsidiary to its parent, or (ii) the continuation of the business Effect. Each of the Company and the 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 subsidiary failure to comply or file would not result in all material respects a Material Adverse Effect; and each of the Company and the Insurance Subsidiaries is in compliance with the insurance laws and regulations of other jurisdictions which are applicable to the Company and the Insurance Subsidiaries (as presently conductedthe case may be), except where the failure to comply would not result in a Material Adverse Effect. To the knowledge of the Company and the Insurance Subsidiaries, no change in any insurance law or regulation is pending that would singly or in the aggregate have a Material Adverse Effect, except as described in the General Disclosure Package and the Prospectus.

Insurance Laws. Each of the Company and its subsidiary has filed all reportsInsurance Subsidiaries is duly licensed as an insurance brokerage company, information statements and other documents with insurer or reinsurer, as the case may be, under 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, laws and the rules, regulations and interpretations of the insurance regulatory authorities thereunder (collectively, the “Insurance Laws”), ) of each jurisdiction in which the conduct of its existing business as described in the Pricing Disclosure Package and has duly paid all taxes (including franchise taxes and similar fees) it is required to have paid under the Insurance LawsProspectus requires such licensing, except where for such jurisdictions in which the failure to file such statements or reports or pay such taxes could be so licensed would not, individually or in the aggregate, be reasonably expected to result in a Material Adverse Change. Each Effect; each of the Company and its subsidiary maintains its books and records in accordance with the Insurance LawsSubsidiaries has made all required filings under applicable holding company statutes or other Insurance Laws in each jurisdiction where such filings are required, except where for such jurisdictions in which the failure to so maintain its books and records could not make such filings would not, individually or in the aggregate, be reasonably expected to result in a Material Adverse Change. Each Effect; each of the Company and its subsidiary the Insurance Subsidiaries has all other necessary authorizations, approvals, orders, consents, certificates, licenses, permits, registrations and qualifications of and from all insurance regulatory authorities necessary to conduct their respective business existing businesses as described in the Pricing 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 permits, registrations or qualifications could or their failure to be in full force and effect would not, individually or in the aggregate, be reasonably expected to result in a Material Adverse Change. The Effect; none of the Company and its subsidiary have not the Insurance Subsidiaries has received any notification from any insurance regulatory authority or other governmental authority in the United States or elsewhere to the effect that any additional material authorization, approval, order, consent, certificate, permit, registration or qualification must is needed to be obtained by either the Company or the Insurance Subsidiaries to conduct its subsidiary existing business as described in any case where it could be reasonably expected that (x) the Company or its subsidiary would be required either to obtain such additional authorizationPricing Disclosure Package and the Prospectus and except as otherwise described in the Pricing Disclosure Package and the Prospectus, approval, order, consent, certificate, permit, registration or qualification or to cease or otherwise limit the writing of certain business and (y) the failure to obtain such additional authorization, approval, order, consent, certificate, permit, registration or qualification or the limiting of the writing of such business could result in a Material Adverse Change; and no insurance regulatory authority having jurisdiction over the Company or its subsidiary has issued any order or decree impairing, EXECUTION VERSION restricting or prohibiting (i) the payment of dividends by the subsidiary to its parent, Company or (ii) the continuation any of the business of the Company or the subsidiary in all material respects as presently conductedInsurance Subsidiaries.

Insurance Laws. Each The business and operations of the Company -------------- Insurance Subsidiaries (including, without limitation, business, marketing, operations, sales and its subsidiary has filed issuances conducted by or through Agents (as defined in Section 3.24)) have been conducted in compliance with applicable laws (including the filing of any required reports) regulating the business and products of insurance and all reports, information statements applicable orders and other documents with the directives of insurance regulatory authorities (including federal authorities with respect to variable or other registered insurance and annuity products) and market conduct recommendations resulting from market conduct examinations 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 “including federal authorities with respect to variable or other registered insurance and annuity products) (collectively, "Applicable Insurance Laws”"), ------------------------- except as set forth in Section 3.22 of the Company Disclosure Schedule 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 file so conduct such statements or reports or pay such taxes could business and operations would not, individually or in the aggregate, result in be reasonably likely to have a Material Adverse ChangeEffect on the Company. Each of the Company and its subsidiary maintains its books and records in accordance with the Insurance LawsIn addition, except where the failure to so maintain its books and records could not result in a Material Adverse Change. Each of the Company and its subsidiary has all other necessary authorizations, approvals, orders, consents, certificates, permits, registrations and qualifications of and from all insurance regulatory authorities necessary to conduct their respective business as described in the Prospectus except where the failure to have such authorizations, approvals, orders, consents, certificates, permits registrations or qualifications could would otherwise not, individually or in the aggregate, result in be reasonably likely to have a Material Adverse Change. The Company and its subsidiary have not received any notification from Effect on the Company: (i) there is no pending or, to the Knowledge of - the Company, threatened, charge by any insurance regulatory authority that any of the Company Insurance Subsidiaries has violated, nor any pending or, to the effect that Knowledge of the Company, threatened investigation by any additional authorizationinsurance regulatory authority with respect to possible violations of, approval, order, consent, certificate, permit, registration or qualification must be obtained any Applicable Insurance Laws; (ii) each Company Insurance Subsidiary has been duly authorized by the Company or relevant -- state insurance regulatory authorities to issue the policies and/or contracts of insurance that it is currently writing and in the states in which it conducts its subsidiary in any case where it could be reasonably expected that business; and (xiii) the Company or its subsidiary would Insurance Subsidiaries have filed all --- reports required to be required either to obtain such additional authorization, approval, order, consent, certificate, permit, registration or qualification or to cease or otherwise limit the writing of certain business and (y) the failure to obtain such additional authorization, approval, order, consent, certificate, permit, registration or qualification or the limiting filed with any insurance regulatory authority. None of the writing of such business could result in a Material Adverse Change; and no insurance regulatory authority having jurisdiction over the Company or its subsidiary has issued Insurance Subsidiaries is subject to any order or decree impairingof any insurance regulatory authority relating to such Company Insurance Subsidiary which either (A) would, EXECUTION VERSION restricting individually or prohibiting (i) in the payment of dividends by aggregate, be reasonably likely - to have a Material Adverse Effect on the subsidiary to its parentCompany, or (iiB) relates to marketing, - sales, trade or underwriting practices (other than routine correspondence) from and after January 1, 1997, and neither the continuation Company nor any Company Insurance Subsidiary has engaged in any activity which would reasonably be expected to cause revocation or suspension of any such license or other permit and no action or proceeding looking to or contemplating the revocation or suspension of any such license or permit is pending or, to the Knowledge of the business of the Company or the subsidiary in all material respects as presently conductedCompany, threatened.

Insurance Laws. Each of the Company and its subsidiary subsidiaries 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 file such statements or reports or pay such taxes could not, individually or in the aggregate, result in a Material Adverse Change. Each of the Company and its subsidiary maintains its books and records in accordance with the Insurance Laws, except where the failure to so maintain its books and records could not result in a Material Adverse Change. Each of the Company and its subsidiary has all other necessary authorizations, approvals, orders, consents, certificates, permits, registrations and qualifications of and from all insurance regulatory authorities necessary to conduct their respective business as described in the Prospectus except where the failure to have such authorizations, approvals, orders, consents, certificates, permits registrations or qualifications could not, individually or in the aggregate, result in a Material Adverse Change. The Company and its subsidiary have not received any notification from any insurance regulatory authority to the effect that any additional authorization, approval, order, consent, certificate, permit, registration or qualification must is needed to be obtained by the Company or its subsidiary in any case where it could be reasonably expected that (x) the Company or its subsidiary would be required either to obtain such additional authorization, approval, order, consent, certificate, permit, registration or qualification or to cease or otherwise limit the writing of certain business and (y) the failure to obtain such additional authorization, approval, order, consent, certificate, permit, registration or qualification or the limiting of the writing of such business could result in a Material Adverse Change; and no insurance regulatory authority having jurisdiction over the Company or its subsidiary has issued any order or decree impairing, EXECUTION VERSION restricting or prohibiting (i) the payment of dividends by the subsidiary to its parent, or (ii) the continuation of the business of the Company or the subsidiary in all material respects as presently conducted.,