Common use of Ceded Reinsurance Contracts Clause in Contracts

Ceded Reinsurance Contracts. The Administrator shall have the authority and responsibility to, and shall, manage and administer the Ceded Reinsurance Contracts, including providing all reports and notices required with regard to the Ceded Reinsurance Contracts to the reinsurers thereunder within the time required by the Ceded Reinsurance Contracts and doing all other things necessary to comply with the terms and conditions of the Ceded Reinsurance Contracts. Without limiting the foregoing, the Administrator shall (a) timely pay all reinsurance premiums due to the reinsurers under the Ceded Reinsurance Contracts with respect to the Reinsured Contracts; provided, however, that the Administrator’s payment of reinsurance premiums due to reinsurers with respect to the Net Retained Liabilities Policies or the Conversion Policies shall be reimbursed by the Company pursuant to Section 3.8, and (b) have the right to collect all reinsurance recoverables due thereunder. Notwithstanding the foregoing, the Company shall reasonably cooperate with the Administrator, with respect to the Reinsured Contracts reinsured by the Administrator under the Reinsurance Agreement at the Administrator’s cost and expense, in the administration of the Ceded Reinsurance Contracts to the extent that the Company’s participation is required thereunder or reasonably requested by the Administrator or the counterparty to any Ceded Reinsurance Contract. Without the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed) the Administrator may not enter into new Ceded Reinsurance Contracts after the Closing, provided, however, without the Company’s prior written consent, the Administrator shall have the right to renew expiring or terminating Ceded Reinsurance Contracts that were in-force as of the Effective Time, provided that prior to renewing a Ceded Reinsurance Contract in the Company’s name to cover Reinsured Contracts reinsured by the Administrator under the Reinsurance Agreement, the Administrator shall use reasonable best efforts to enter into a new ceded reinsurance agreement in the Administrator’s name to replace such expiring or terminating Ceded Reinsurance Contact, unless it is not commercially reasonable to do so.

Ceded Reinsurance Contracts. The Administrator shall have the authority and responsibility to, and shall, manage and administer the Ceded Reinsurance Contracts, including providing all reports and notices required with regard Prior to the Ceded Reinsurance Contracts Closing, VFL shall use commercially reasonable efforts to seek the reinsurers thereunder within the time required by the Ceded Reinsurance Contracts and doing all other things necessary to comply with the terms and conditions consent of the Ceded Reinsurance Contracts. Without limiting the foregoing, the Administrator shall (a) timely pay all reinsurance premiums due to the reinsurers under the Ceded Reinsurance Contracts to VFL ceding its net retention of risk under the Insurance Contracts to Purchaser. In the event that any such reinsurer does not consent to the cession, VFL shall take one of the following actions: (i) if none of the reinsurers under the Ceded Reinsurance Contracts consents to the cession, VFL shall revise the Coinsurance Agreement to cede the maximum quota share of the risk under the Insurance Contracts to Purchaser as can be ceded without the consent of such reinsurers, such amendment to be in the form and substance reasonably satisfactory to Purchaser, in which case the Coinsurance Agreement as so modified will be executed by the parties at Closing; or (ii) if some but not all of the reinsurers under the Ceded Reinsurance Contracts consent to the cession to Purchaser, VFL shall revise the Coinsurance Agreement to either (A) retain the minimum retention required under the Reinsurance Contracts with the reinsurers who do not consent, or (B) enter into a reinsurance agreement with one or more replacement reinsurers (some or all of whom may be Affiliates of VFL) such that all minimum retention requirements that are not waived are satisfied or rendered moot by virtue of replacement of the nonconsenting reinsurer. In the case of (A), VFL will retain such premium and other benefits on a pro rata basis as are equal to the average premium and other benefits allowed to the current reinsurers and, in the case of (B), such replacement reinsurance agreements will be on terms at least as favorable economically as the agreement being replaced and otherwise to be on terms reasonably acceptable to Purchaser. Further, following Closing, the parties shall cooperate with respect to (y) obtaining consents that would permit VFL to cede its remaining retention to Purchaser under the Reinsured Contracts; provided, however, that the Administrator’s payment of reinsurance premiums due to reinsurers with respect to the Net Retained Liabilities Policies or the Conversion Policies shall be reimbursed by the Company pursuant to Section 3.8Coinsurance Agreement without violating any net retention requirement, and (b) have the right to collect all reinsurance recoverables due thereunder. Notwithstanding the foregoing, the Company shall reasonably cooperate with the Administratorobtaining novations or further replacements or retrocessions, with respect reinsurers reasonably acceptable to the Reinsured Contracts reinsured by the Administrator under the Reinsurance Agreement at the Administrator’s cost Purchaser and expenseon economic terms and other terms no less favorable to Purchaser, in the administration of the Ceded Reinsurance Contracts that would permit VFL to the extent that the Company’s participation is required thereunder reduce or reasonably requested by the Administrator or the counterparty to any Ceded Reinsurance Contract. Without the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed) the Administrator may not enter into new Ceded Reinsurance Contracts after the Closing, provided, however, without the Company’s prior written consent, the Administrator shall have the right to renew expiring or terminating Ceded Reinsurance Contracts that were in-force as of the Effective Time, provided that prior to renewing a Ceded Reinsurance Contract in the Company’s name to cover Reinsured Contracts reinsured by the Administrator under the Reinsurance Agreement, the Administrator shall use reasonable best efforts to enter into a new ceded reinsurance agreement in the Administrator’s name to replace such expiring or terminating Ceded Reinsurance Contact, unless it is not commercially reasonable to do soeliminate its retained insurance risk.

Ceded Reinsurance Contracts. The (a) From and after the Inception Date, subject to Section 2.3, the Administrator shall have the authority and responsibility to, and shall, manage and administer the portion of the Ceded Reinsurance Contracts that relates to the LBL Contracts, including providing all reports and notices that relate to the LBL Contracts required with regard respect to the Ceded Reinsurance Contracts to the reinsurers thereunder within the time required by the applicable Ceded Reinsurance Contracts Contract and doing all other things necessary to comply with the terms and conditions of the Ceded Reinsurance Contracts. Without limiting the foregoing, the Administrator shall (a) timely pay all reinsurance premiums due to the reinsurers under the Ceded Reinsurance Contracts with respect to the Reinsured LBL Contracts; provided, however, that the Administrator’s payment of and collect from such reinsurers all reinsurance premiums recoverables due to reinsurers thereunder with respect to the Net Retained Liabilities Policies LBL Contracts. The Administrator shall also have the authority to exercise any of the Company’s rights with respect to trust accounts, letters of credit or other security posted for the Conversion Policies shall be reimbursed by benefit of the Company pursuant in respect of the LBL Contracts under any Ceded Reinsurance Contract that is not a Shared Reinsurance Agreement. Notwithstanding the foregoing, in the event that the Administrator materially fails to perform its obligations under this Section 3.89.1(a) with respect to any Shared Reinsurance Agreement, then upon written notice to the Administrator, the Company may assume the authority and responsibility to manage and administer the portion of such Shared Reinsurance Agreement that relates to the LBL Contracts, and (b) have the right Administrator shall use reasonable best efforts timely to collect all reinsurance recoverables due thereunderprovide any data, information, premiums and other amounts necessary in connection with such management and administration and shall otherwise cooperate in good faith with the Company in connection therewith. Notwithstanding the foregoing, the Company shall reasonably cooperate with the Administrator, with respect to the Reinsured Contracts reinsured by the Administrator under the Reinsurance Agreement at the Administrator’s cost and expense, in the administration of the Ceded Reinsurance Contracts to the extent that the Company’s participation is required thereunder or is reasonably requested by the Administrator or the counterparty to any Ceded Reinsurance Contract. Without the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed) the Administrator may not enter into new Ceded Reinsurance Contracts after the Closing, provided, however, without the Company’s prior written consent, the Administrator shall have the right to renew expiring or terminating Ceded Reinsurance Contracts that were in-force as of the Effective Time, provided that prior to renewing a Ceded Reinsurance Contract in the Company’s name to cover Reinsured Contracts reinsured by the Administrator under the Reinsurance Agreement, the Administrator shall use reasonable best efforts to enter into a new ceded reinsurance agreement in the Administrator’s name to replace such expiring or terminating Ceded Reinsurance Contact, unless it is not commercially reasonable to do so.

Ceded Reinsurance Contracts. The (a) From and after the Inception Date, subject to Section 2.3, the Administrator shall have the authority and responsibility to, and shall, manage and administer the portion of the Ceded Reinsurance Contracts that relates to the LBL Contracts, including providing all reports and notices that relate to the LBL Contracts required with regard respect to the Ceded Reinsurance Contracts to the reinsurers thereunder within the time required by the applicable Ceded Reinsurance Contracts Contract and doing all other things necessary to comply with the terms and conditions of the Ceded Reinsurance Contracts. Without limiting the foregoing, the Administrator shall (a) timely pay all reinsurance premiums due to the reinsurers under the Ceded Reinsurance Contracts with respect to the Reinsured LBL Contracts; provided, however, that the Administrator’s payment of and collect from such reinsurers all reinsurance premiums recoverables due to reinsurers thereunder with respect to the Net Retained Liabilities Policies LBL Contracts. The Administrator shall also have the authority to exercise any of the Company's rights with respect to trust accounts, letters of credit or other security posted for the Conversion Policies shall be reimbursed by benefit of the Company pursuant in respect of the LBL Contracts under any Ceded Reinsurance Contract that is not a Shared Reinsurance Agreement. Notwithstanding the foregoing, in the event that the Administrator materially fails to perform its obligations under this Section 3.89.1(a) with respect to any Shared Reinsurance Agreement, then upon written notice to the Administrator, the Company may assume the authority and responsibility to manage and administer the portion of such Shared Reinsurance Agreement that relates to the LBL Contracts, and (b) have the right Administrator shall use reasonable best efforts timely to collect all reinsurance recoverables due thereunderprovide any data, information, premiums and other amounts necessary in connection with such management and administration and shall otherwise cooperate in good faith with the Company in connection therewith. Notwithstanding the foregoing, the Company shall reasonably cooperate with the Administrator, with respect to the Reinsured Contracts reinsured by the Administrator under the Reinsurance Agreement at the Administrator’s cost and 's expense, in the administration of the Ceded Reinsurance Contracts to the extent that the Company’s 's participation is required thereunder or is reasonably requested by the Administrator or the counterparty to any Ceded Reinsurance Contract. Without the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed) the Administrator may not enter into new Ceded Reinsurance Contracts after the Closing, provided, however, without the Company’s prior written consent, the Administrator shall have the right to renew expiring or terminating Ceded Reinsurance Contracts that were in-force as of the Effective Time, provided that prior to renewing a Ceded Reinsurance Contract in the Company’s name to cover Reinsured Contracts reinsured by the Administrator under the Reinsurance Agreement, the Administrator shall use reasonable best efforts to enter into a new ceded reinsurance agreement in the Administrator’s name to replace such expiring or terminating Ceded Reinsurance Contact, unless it is not commercially reasonable to do so.