Discovered Policies Sample Clauses

Discovered Policies. Upon becoming aware of any Discovered Policy, the parties shall cooperate in good faith to include such Discovered Policy as a Reinsured Policy as though it had originally been included as such as of the Applicable Effective Time; provided that (a) any Discovered Policy for which the Ceding Company has provided the Reinsurer with reasonable evidence that such Discovered Policy was reflected in the Actuarial Appraisal and that the Reinsurer has been compensated for assuming such Discovered Policy shall be deemed a Reinsured Policy without any further action by the parties and (b) for any Discovered Policy for which the Ceding Company has not provided the Reinsurer with reasonable evidence that such Discovered Policy was reflected in the Actuarial Appraisal and that the Reinsurer has been compensated for assuming such Discovered Policy, the parties shall cooperate in good faith to agree on and transfer the applicable compensation, at which point such Discovered Policy shall be deemed a Reinsured Policy.

Discovered Policies. After the date hereof and until the termination of the applicable Reinsurance Agreement, in the event that Seller or its Affiliates discover (i) any binders, endorsements, riders, policies, certificates, or contracts of individual life insurance, or supplementary contracts of individual life insurance issued, renewed or assumed by any Cedant that would have been a Covered Insurance Policy but for not having been reflected or otherwise taken into account in the Closing Statement of General Account Net Settlement (“Discovered Policies”), then the Parties will negotiate in good faith either to have Buyer or its Affiliates acquire such Discovered Policies in a reinsurance transaction or administer such Discovered Policies on Seller’s or its Affiliate’s behalf; it being agreed and acknowledged that Buyer will not unreasonably refuse to assume (or cause an Affiliate to assume) the administration of any Discovered Policies on commercially reasonable terms.

Discovered Policies. If, during the period following the execution of this Agreement until the five (5) year anniversary of the Closing Date, any Party becomes aware of any Policy that such Party reasonably believes should be included on Schedule 1.1(e) because it is otherwise identified or described on the internal systems, books and records or other data of Sellers as constituting part of the Individual Markets Segment but was excluded from such Schedule inadvertently or for a good faith reason, and is not an Administered-Only Policy or Excluded Policy listed on Schedule 1.1(k) (each such Policy, a “Discovered Policy”), such Party shall promptly notify the other Parties in writing of the existence of such Discovered Policy, and the Parties shall cooperate and negotiate in good faith with respect to such matter and, if the Parties mutually agree as a result of such good faith cooperation and negotiation, to supplement Schedule 1.1(e) to include such Discovered Policy as a Covered Insurance Policy as though it had originally been set forth on Schedule 1.1(e), including the amount payable to the relevant Reinsurer in respect of the reinsurance of the applicable Liabilities relating to such Discovered Policy to the extent that reserves for such Liabilities were not otherwise appropriately taken into account or reflected in the Closing Statement of General Account Net Settlement (as finally determined pursuant to Section 2.4), and the applicable Seller shall transfer to the Reinsurer Eligible Assets with a Fair Market Value equal to such amount, if any, as a condition to the effectiveness of such amendment to Schedule1.1(e). The Parties shall take such actions, execute such instruments and otherwise cooperate to the extent reasonably necessary to give effect to the foregoing, including supplementing Schedule 1.1(A) of the applicable Reinsurance Agreement to include an agreed-upon Discovered Policy as though it had originally been set forth on such Schedule 1.1(A).