Common use of Annuity Contracts Clause in Contracts

Annuity Contracts. The forms of all policies and endorsements utilized for all Annuity Contracts in effect on the date of this Agreement are listed and described on Schedule 3.8(a) attached hereto. All Annuity Contracts in effect on October 21, 1996 are listed and described on Schedule 3.8(b) attached hereto. All Annuity Contracts in effect on the Closing Ledger Date will be set forth in an updated Schedule 3.8(b) delivered to Purchaser at the Closing. Schedule 3.8(b) includes with respect to each Annuity Contract in effect on October 21, 1996 and will include with respect to each Annuity Contract in effect on the Closing Ledger Date, the policy number, policyholder name, form, plan code and account balance. Schedule 3.8(b) attached hereto also sets forth statutory reserves by plan code with respect to the Annuity Contracts as of September 21, 1996 and the updated Schedule 3.8(b) will set forth such information with respect to the Annuity Contracts as of the date of such Schedule set forth above. All Annuity Contracts are in all respects, to the extent required under applicable Laws, on forms approved by applicable insurance regulatory authorities or which have been filed and not objected to by such authorities within the period provided for objection, and such forms comply in all material respects and have been administered in all material respects in accordance with applicable Laws. Without limiting the foregoing: (a) Seller has offered and sold each Annuity Contract in compliance with all applicable Laws (it being acknowledged that no representation is made with respect to independent agents of Seller except as provided in Section 3.8(h) hereof) and all of Seller's registrations, filings or submissions made by it with respect to the Annuity Contracts with any Governmental Entity were in material compliance with applicable Laws when filed. (b) The transactions contemplated by this Agreement will not affect the validity and binding character of any Annuity Contract entered into or issued by Seller or render any admitted assets of Seller non-admitted under applicable Laws up to and including the Closing Date. (c) Except as set forth in Schedule 3.8(c) attached hereto, and except in accordance with customary insurance industry practice, (i) Seller is not liable to pay commissions upon the renewal of any Annuity Contract nor (ii) is it a party to any agreement providing for the third-party collection of annuity premiums payable to Seller by any other Person which commissions or premiums exceed $100,000 in the aggregate. (d) All Annuity Contracts (including all Policy Loans related thereto and the policy loans identified on Schedule 1.2(a)(iii) attached hereto) are in full force and effect and are legal, valid and binding obligations of Seller, and to the knowledge of Seller the other parties thereto, and are enforceable against Seller, and to the knowledge of Seller the other parties thereto, in accordance with their respective terms, except to the extent that enforcement thereof may be limited by or subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general application relating to or affecting creditors' rights and to general equity principles (other than equitable rescission rights). (e) All Annuity Contract benefits payable by Seller, and to the knowledge of Seller, by any other Person that is a party to or bound by any reinsurance, coinsurance or other similar contract with Seller, have been paid in accordance with the terms of the Annuity Contracts under which they arose, except for such benefits for which there is, in the reasonable opinion of Seller, a reasonable basis to contest and all such contested benefits have been disclosed in Schedule 3.8(e) attached hereto. (f) No outstanding Annuity Contract issued, reinsured or underwritten by Seller entitles the holder thereof or any other Person to receive dividends, distributions or other benefits based on the revenues or earnings of Seller or any other Person. (g) The underwriting standards utilized and ratings applied by Seller and, to the knowledge of Seller, by any other Person that is a party to or bound by any reinsurance, coinsurance or other similar contract with Seller conform in all respects to industry accepted practices and to the standards and ratings required pursuant to the terms of the respective reinsurance, coinsurance or other similar contracts. (h) To the knowledge of Seller, each producer who wrote, sold or produced any portion of the Annuity Business for Seller was duly licensed as an insurance agent (for the type of business written, sold or produced by such producer) in the particular jurisdiction in which such producer wrote, sold or produced such business. Except as otherwise provided in Schedule 3.8(h) attached hereto, to the knowledge of Seller, no insurance agent who wrote, sold or produced any portion of the Annuity Business for Seller violated in any material respect any terms or provisions of any Law, except such violations as have been (i) cured, (ii) resolved through agreements with applicable Governmental Entities or (iii) are barred by an applicable statute of limitations. (i) The treatment under the Internal Revenue Code of 1986, as amended, and any successor thereto (the "Code") of all Annuity Contracts is no less favorable to the Policyholder thereof than the treatment under the Code for which such Annuity Contracts were intended to qualify at the time of their issuance, except for any failure to qualify for such treatment that results from (i) changes to the Code, regulations, pronouncements, announcements or guidance issued in connection with the treatment of the contracts under the Code which were enacted (or have an effective date) after the Closing Date, (ii) amendments, modifications, supplements, riders, endorsements or revisions to the Annuity Contracts after the Closing Date or (iii) changes in the manner in which the Annuity Contracts are administered after the Closing Date.

Annuity Contracts. The (a) All policy forms of all policies and endorsements utilized for all Annuity Contracts in effect on the date of this Agreement are listed and described on Schedule 3.8(a) attached hereto. All Annuity Contracts in effect on October 21, 1996 are listed and described on Schedule 3.8(b) attached hereto. All Annuity Contracts in effect on the Closing Ledger Date will be set forth in an updated Schedule 3.8(b) delivered to Purchaser at the Closing. Schedule 3.8(b) includes with respect to each Annuity Contract in effect on October 21, 1996 and will include with respect to each Annuity Contract in effect on the Closing Ledger Date, the policy number, policyholder name, form, plan code and account balance. Schedule 3.8(b) attached hereto also sets forth statutory reserves issued by plan code Ceding Company with respect to the Annuity Contracts as of September 21and all amendments, 1996 applications, and the updated Schedule 3.8(b) will set forth such information with respect to the Annuity Contracts as of the date of such Schedule set forth above. All Annuity Contracts are in all respectscertificates pertaining thereto, to the extent where required under applicable Lawsby Applicable Law, on forms have been approved by all applicable insurance regulatory authorities Government Entities or which have been filed with and not objected to by such authorities Governmental Entities within the period provided by Applicable Law for objection, and such forms comply in all material respects and have been administered in all material respects in accordance with applicable Laws. Without limiting the foregoing:Set forth on Schedule 2.12 (a) Seller has offered and sold each Annuity Contract in compliance with is a listing, as of the date hereof, of all applicable Laws (it being acknowledged that no representation is made with respect to independent agents of Seller except as provided in Section 3.8(h) hereof) and all of Seller's registrations, filings or submissions made policy forms issued by it Ceding Company with respect to the Annuity Contracts with any Contracts, the states in which such policy forms are authorized by a Governmental Entity were in material compliance for issuance, the number of policies issued on each policy form and the aggregate reserves associated with applicable Laws when filedeach policy form. (b) The transactions contemplated by this Agreement will not affect the validity and binding character of any Annuity Contract entered into or issued by Seller or render any admitted assets of Seller non-admitted under applicable Laws up to and including the Closing Date. (c) Except as set forth in Schedule 3.8(c) attached hereto2.12(b), and except in accordance with customary insurance industry practicerespect to any Annuity Contract, (i) Seller is Ceding Company did not liable to pay commissions upon materially deviate from the renewal of any applicable policy form when issuing such Annuity Contract nor Contract, (ii) Ceding Company complied with its underwriting, retention and claim standards with respect to such Annuity Contracts, (iii) neither Ceding Company nor, to the Knowledge of Ceding Company, any such holder of such Annuity Contract is it a party to in default in any agreement providing for the third-party collection of annuity premiums payable to Seller by material respect under any other Person which commissions or premiums exceed $100,000 in the aggregate. such Annuity Contract, (div) All there are no material unresolved disputes under Annuity Contracts with any of the other parties thereto, (including all Policy Loans related thereto v) since December 31, 2006, there has been no material decrease in reserves with respect to the Annuity Contracts, and the policy loans identified on Schedule 1.2(a)(iii(vi) attached hereto) are each such Annuity Contract is in full force and effect and are legal, is valid and binding obligations of Seller, and to the knowledge of Seller the other parties thereto, and are enforceable against Seller, and to the knowledge of Seller the other parties thereto, in accordance with their respective its terms. Except as set forth in Schedule 2.12(b), no such Annuity Contract contains any provision providing that any party thereto may terminate or cancel the same or recapture the risk thereunder by reason of the transactions contemplated by this Agreement. Schedule 2.12(b) lists any letters of credit, trust, or collateral arrangements posted by or created for the benefit of Ceding Company with respect to any Annuity Contract, except as required by the terms and subject to the extent that enforcement thereof may be limited by or subject to applicable bankruptcyconditions of this Agreement. Except as set forth on Schedule 2.12(b), insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general application relating to or affecting creditors' rights and to general equity principles (other than equitable rescission rights). (e) All Annuity Contract benefits payable by Seller, and to the knowledge of Seller, by any other Person that is a party to or bound by any reinsurance, coinsurance or other similar contract with Seller, have been paid in accordance with the terms none of the Annuity Contracts under which they aroseprovides for any experience refunds, except for such benefits for which there isprofit sharing arrangements, in the reasonable opinion extraordinary allowances (including persistency bonuses or cost of Seller, a reasonable basis to contest and all such contested benefits have been disclosed in Schedule 3.8(einsurance refunds) attached hereto. (f) No outstanding Annuity Contract issued, reinsured or underwritten by Seller entitles the holder thereof or any other Person to receive dividends, distributions or other benefits based on the revenues or earnings of Seller Ceding Company or any other Personsimilar items. (gc) Any rates or other terms of Ceding Company with respect to the Business (including rates or other terms with respect to all of the Annuity Contracts) that are required to be filed with or approved by any Governmental Entities have been so filed or approved. (d) The underwriting standards utilized and ratings applied by Seller Business has been issued and, to the knowledge Knowledge of SellerCeding Company, by any other Person that is a party to or bound by any reinsurance, coinsurance or other similar contract with Seller conform in all respects to industry accepted practices and to the standards and ratings required pursuant to the terms of the respective reinsurance, coinsurance or other similar contracts. (h) To the knowledge of Seller, each producer who wrotemarketed, sold or produced any portion of the Annuity Business for Seller was duly licensed as an insurance agent (for the type of business writtenand administered, sold or produced by such producer) in the particular jurisdiction in which such producer wrote, sold or produced such businesscompliance with all Applicable Law. Except as otherwise provided in Schedule 3.8(h) attached heretoCeding Company and, to the knowledge Knowledge of SellerCeding Company, no insurance agent who wroteits Producers, sold or produced any portion of the Annuity Business for Seller violated in are not subject to any material market conduct assertion, claim, claim filed with any Governmental Entity, or filed complaint (whether served or not served) with respect any terms or provisions of any Law, except such violations as have been (i) cured, (ii) resolved through agreements with applicable Governmental Entities or (iii) are barred by an applicable statute of limitations. (i) The treatment under to the Internal Revenue Code of 1986, as amendedBusiness, and Ceding Company has not received written notice of and there does not exist, any successor thereto (the "Code") of all Annuity Contracts is no less favorable action by Ceding Company or, to the Policyholder thereof than the treatment under the Code for which such Annuity Contracts were intended Knowledge of Ceding Company, its Producers, that would be reasonably likely give rise to qualify at the time of their issuance, except for any failure to qualify for such treatment that results from (i) changes a material market conduct claim relating to the Code, regulations, pronouncements, announcements or guidance issued in connection with the treatment of the contracts under the Code which were enacted (or have an effective date) after the Closing Date, (ii) amendments, modifications, supplements, riders, endorsements or revisions to the Annuity Contracts after the Closing Date or (iii) changes in the manner in which the Annuity Contracts are administered after the Closing DateBusiness.

Annuity Contracts. The (a) All policy forms of all policies and endorsements utilized for all Annuity Contracts in effect on the date of this Agreement are listed and described on Schedule 3.8(a) attached hereto. All Annuity Contracts in effect on October 21, 1996 are listed and described on Schedule 3.8(b) attached hereto. All Annuity Contracts in effect on the Closing Ledger Date will be set forth in an updated Schedule 3.8(b) delivered to Purchaser at the Closing. Schedule 3.8(b) includes with respect to each Annuity Contract in effect on October 21, 1996 and will include with respect to each Annuity Contract in effect on the Closing Ledger Date, the policy number, policyholder name, form, plan code and account balance. Schedule 3.8(b) attached hereto also sets forth statutory reserves issued by plan code Ceding Company with respect to the Annuity Contracts as of September 21and all amendments, 1996 applications, and the updated Schedule 3.8(b) will set forth such information with respect to the Annuity Contracts as of the date of such Schedule set forth above. All Annuity Contracts are in all respectscertificates pertaining thereto, to the extent where required under applicable Lawsby Applicable Law, on forms have been approved by all applicable insurance regulatory authorities Government Entities or which have been filed with and not objected to by such authorities Governmental Entities within the period provided by Applicable Law for objection, and such forms comply in all material respects and have been administered in all material respects in accordance with applicable Laws. Without limiting the foregoing:Set forth on Schedule 2.12 (a) Seller has offered and sold each Annuity Contract in compliance with is a listing, as of the date hereof, of all applicable Laws (it being acknowledged that no representation is made with respect to independent agents of Seller except as provided in Section 3.8(h) hereof) and all of Seller's registrations, filings or submissions made policy forms issued by it Ceding Company with respect to the Annuity Contracts with any Contracts, the states in which such policy forms are authorized by a Governmental Entity were in material compliance for issuance, the number of policies issued on each policy form and the aggregate reserves associated with applicable Laws when filedeach policy form. (b) The transactions contemplated by this Agreement will not affect the validity and binding character of any Annuity Contract entered into or issued by Seller or render any admitted assets of Seller non-admitted under applicable Laws up to and including the Closing Date. (c) Except as set forth in Schedule 3.8(c) attached hereto2.12(b), and except in accordance with customary insurance industry practicerespect to any Annuity Contract, (i) Seller is Ceding Company did not liable to pay commissions upon materially deviate from the renewal of any applicable policy form when issuing such Annuity Contract nor Contract, (ii) Ceding Company complied with its underwriting, retention and claim standards with respect to such Annuity Contracts, (iii) neither Ceding Company nor, to the Knowledge of Ceding Company, any such holder of such Annuity Contract is it a party to in default in any agreement providing for the third-party collection of annuity premiums payable to Seller by material respect under any other Person which commissions or premiums exceed $100,000 in the aggregate. such Annuity Contract, (div) All there are no material unresolved disputes under Annuity Contracts with any of the other parties thereto, (including all Policy Loans related thereto v) since December 31, 2006, there has been no material decrease in reserves with respect to the Annuity Contracts, and the policy loans identified on Schedule 1.2(a)(iii(vi) attached hereto) are each such Annuity Contract is in full force and effect and are legal, is valid and binding obligations of Seller, and to the knowledge of Seller the other parties thereto, and are enforceable against Seller, and to the knowledge of Seller the other parties thereto, in accordance with their respective its terms. Except as set forth in Schedule 2.12(b), no such Annuity Contract contains any provision providing that any party thereto may terminate or cancel the same or recapture the risk thereunder by reason of the transactions contemplated by this Agreement. Schedule 2.12(b) lists any letters of credit, trust, or collateral arrangements posted by or created for the benefit of Ceding Company with respect to any Annuity Contract, except as required by the terms and subject to the extent that enforcement thereof may be limited by or subject to applicable bankruptcyconditions of this Agreement. Except as set forth on Schedule 2.12(b), insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general application relating to or affecting creditors' rights and to general equity principles (other than equitable rescission rights). (e) All Annuity Contract benefits payable by Seller, and to the knowledge of Seller, by any other Person that is a party to or bound by any reinsurance, coinsurance or other similar contract with Seller, have been paid in accordance with the terms none of the Annuity Contracts under which they aroseprovides for any experience refunds, except for such benefits for which there isprofit sharing arrangements, in the reasonable opinion extraordinary allowances (including persistency bonuses or cost of Seller, a reasonable basis to contest and all such contested benefits have been disclosed in Schedule 3.8(einsurance refunds) attached hereto. (f) No outstanding Annuity Contract issued, reinsured or underwritten by Seller entitles the holder thereof or any other Person to receive dividends, distributions or other benefits based on the revenues or earnings of Seller Ceding Company or any other Personsimilar items. (gc) Any rates or other terms of Ceding Company with respect to the Business (including rates or other terms with respect to all of the Annuity Contracts) that are required to be filed with or approved by any Governmental Entities have been so filed or approved. (d) The underwriting standards utilized and ratings applied by Seller Business has been issued and, to the knowledge Knowledge of SellerCeding Company, marketed, sold and administered, in compliance with all Applicable Law. Ceding Company and, to the Knowledge of Ceding Company, its Producers, are not subject to any material market conduct assertion, claim, claim filed with any Governmental Entity, or filed complaint (whether served or not served) with respect to the Business, and Ceding Company has not received written notice of and there does not exist, any action by any other Person Ceding Company or, to the Knowledge of Ceding Company, its Producers, that is would be reasonably likely give rise to a party material market conduct claim relating to or bound by any reinsurancethe Business. (e) Except as set forth on Schedule 2.12(e), coinsurance or other similar contract all benefits payable with Seller conform respect to the Business have been paid in all material respects to industry accepted practices in accordance with Applicable Law and to the standards and ratings required pursuant to the terms of the respective reinsurance, coinsurance or other similar contracts. (h) To the knowledge of Seller, each producer who wrote, sold or produced any portion of the Annuity Business for Seller was duly licensed as an insurance agent (for the type of business written, sold or produced by such producer) in the particular jurisdiction in which such producer wrote, sold or produced such business. Except as otherwise provided in Schedule 3.8(h) attached hereto, to the knowledge of Seller, no insurance agent who wrote, sold or produced any portion of the Annuity Business for Seller violated in any material respect any terms or provisions of any Law, except such violations as have been (i) cured, (ii) resolved through agreements with applicable Governmental Entities or (iii) are barred by an applicable statute of limitations. (i) The treatment under the Internal Revenue Code of 1986, as amended, and any successor thereto (the "Code") of all Annuity Contracts is no less favorable to the Policyholder thereof than the treatment under the Code for which such Annuity Contracts were intended to qualify at the time of their issuance, except for any failure to qualify for such treatment that results from (i) changes to the Code, regulations, pronouncements, announcements or guidance issued in connection with the treatment of the contracts under the Code which were enacted (or have an effective date) after the Closing Date, (ii) amendments, modifications, supplements, riders, endorsements or revisions to the Annuity Contracts after the Closing Date or (iii) changes in the manner in which the Annuity Contracts are administered after the Closing Datethey arose.