Underwriting Risk. No Seller Party owns, or has any investment or interest in, any captive insurance company or insurance carrier or underwriter. No Seller Party is a party to any agreements, arrangements or understandings which would require such Seller Party to assume any underwriting risk.
Underwriting Risk. Seller does not own or have any investment or interest (other than customary commission or profit sharing arrangements) in, any Captive Insurance Company, Carrier or underwriter. Seller is not a party to any Contract which would require Seller to assume any underwriting risk. Section 3.18 of the Seller Disclosure Schedule identifies each Major Carrier for which Seller exercises any underwriting authority, with, inter alia, the ability to bind coverage for an insured. A copy of each Contract pursuant to which such underwriting authority has been extended has been made available to Buyer. Except as set forth in Section 3.18 of the Seller Disclosure Schedule, Seller has not (a) engaged in any risk bearing or risk sharing activities, in any capacity, including as a party to any contract whereby Seller agrees (i) to return any portion of its commissions or fees already received to any Carrier based upon the loss ratios generated by any insurance program that the Seller administers for such Carrier, (ii) to participate in any underwriting gains or losses and/or (iii) to otherwise bear any portion of the total insurance risk placed through any insurance program administered by Seller for any Carrier; or (b) placed or provided any securities products or services for any customers. With respect to each Carrier listed on Section 3.18 of the Seller Disclosure Schedule, Seller is in material compliance with all underwriting guidelines and has not materially exceeded its underwriting authority to such extent that would give any such Carrier a right to claim a material breach.
Underwriting Risk. The Company does not own, or have any investment or interest in, any captive insurance company or insurance carrier or underwriter. The Company is not a party to any Contract which would require the Company to assume any underwriting risk and has not otherwise done so. Section 3.25
Underwriting Risk. No Seller Party owns, or has any investment or interest in, any captive insurance company or insurance carrier or underwriter. No Seller Party is a party to any agreements, arrangements or understandings which would require such Seller Party to assume any underwriting risk. (s) Producers. (i) Schedule 4.2(s) is a list of all employees and independent contractors who are responsible for sales or business development of the Seller Business (the “Producers”). For avoidance of doubt, “Producer”, as defined herein, includes account executives that are responsible for business development and serve as the principal contact with any Client Account. Except as set forth on Schedule 4.2(s) each Producer of Seller is a party to a contract that is in full force and effect and each such contract contains restrictive covenants regarding maintaining Seller’s confidentiality and non-solicitation/non-acceptance of Seller Client Accounts post- termination of employment. (ii) During the 24-month period preceding the date of this Agreement, (A) to Seller’s Knowledge, neither Seller nor, solely in respect of the Seller Business, any of its Affiliates have hired any employee or independent contractor in violation of any restrictive covenant, non-compete agreement or non-solicitation agreement to which such employee or independent contractor is a party and (B) no Person has made an allegation or asserted a claim that any Seller Party has hired any employee or independent contractor in violation of any such restrictive covenant, non-compete agreement or non-solicitation agreement. (t)
Underwriting Risk. Neither Seller nor any of its Affiliates own or have any investment or interest (other than customary commission arrangements) in, any captive insurance company, Carrier or underwriter. Neither Seller nor any of its Affiliates is a party to any Contract related to the Acquired Business which would require Seller or such Affiliates to assume any underwriting risk. Paragraph 6(x) of the Disclosure Schedule identifies each Carrier for which Seller or any of its Affiliates exercises any underwriting authority, with, inter alia, the ability to bind coverage for an insured. A copy of each Contract with a Carrier that represents a top thirty Carrier relationship with the Seller (by commission dollar value) pursuant to which such underwriting authority has been extended has been made available to Xxxxxxxxx and Subsidiary. Except as set forth in Paragraph 6(x) of the Disclosure Schedule, neither Seller nor any of its Affiliates has (a) engaged in any risk bearing or risk sharing activities, in any capacity, including as a party to any contract whereby Seller or any of its Affiliates agrees (i) to return any portion of its commissions or fees already received to any Carrier based upon the loss ratios generated by any insurance program that the Seller or its Affiliate administers for such Carrier, (ii) to participate in any underwriting gains or losses and/or (iii) to otherwise bear any portion of the total insurance risk placed through any insurance program administered by Seller or its Affiliate for any Carrier; or (b) placed or provided any securities products or services for any customers. With respect to each Carrier and program listed on Paragraph 6(x) of the Disclosure Schedule, Seller and its Affiliates are in material compliance with all underwriting guidelines and has not materially exceeded its underwriting authority to such extent that would give any such Carrier a right to claim a material breach.
Underwriting Risk. Except as set forth on Section 3.13 of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries owns a captive insurance company or has any investment or interest in any Person that assumes underwriting risks. Except as set forth on Section 3.13 of the Company Disclosure Schedule, no Contract between the Company or any Subsidiary and any insurance carrier contemplates, or would cause such Person to assume, any underwriting risk.
Underwriting Risk. The Parties shall share in underwriting risk as follows:
