Common use of Effect of Assumption Clause in Contracts

Effect of Assumption. Upon the satisfaction of all requirements for the novation and assumption of a Reinsured Policy, the Ceding Company shall be deemed to have assigned and transferred all of its rights relating to such Novated Contract as of the Assumption Date and the Reinsurer shall be deemed to have assumed and accepted all of the risks, liabilities and obligations under or arising out of the applicable Novated Contract, whether arising prior, on or subsequent to the applicable Assumption Date. The Reinsurer hereby agrees that it shall be directly and solely liable for such risks, liabilities and obligations. On each Assumption Date, the Reinsurer shall assume all risks, liabilities and obligations under or arising out of the applicable Novated Contract such that the Reinsurer shall be considered and deemed the original party in lieu of the Ceding Company, from the inception date of the applicable Reinsured Policy. The Novated Contracts shall continue and remain in full force and effect, except as modified by the Notice and Certificate of Assumption. For the avoidance of doubt, a Novated Contract shall not constitute the creation of a new contract or the termination of the applicable Reinsured Policy; rather, such Novated Contract shall be considered and deemed a continuation of the existing contract as if the Reinsurer were the original party in lieu of the Ceding Company. Notwithstanding the foregoing, it is understood and agreed that such assignment, transfer and assumption shall not affect any indemnification rights of the parties pursuant to Article IX, or any other indemnification or right to recovery provided to a party under any other agreement. Promptly after assumption by the Reinsurer of any Novated Contracts, the Ceding Company shall deliver original books and records that relate to such Novated Contracts to the Reinsurer to the extent required by applicable Law. Upon the assumption by the Reinsurer of any Novated Contract of if any Reinsured Policy is otherwise renewed, replaced or otherwise transitioned to a policy issued by the Reinsurer or its Affiliates on their respective policy forms, (a) the Required Balance shall be adjusted in the next succeeding report to be delivered by the Reinsurer under Section 5.7 to reflect the removal of such Reinsured Policy, and the portion of the assets held in the Trust Account relating to such Novated Contract or former Reinsured Policy shall be released from the Trust Account and transferred to the Reinsurer and (ii) if such Novated Contract or former Reinsured Policy has Separate Account Liabilities, the Ceding Company shall transfer to the appropriate separate account of the Reinsurer the assets of the Separate Account which support any Separate Account Liabilities arising under such Novated Contract or former Reinsured Policy.

Effect of Assumption. Upon the satisfaction of all requirements for the novation and assumption of a Reinsured Policy, the Ceding Company shall be deemed to have assigned and transferred all of its rights relating to such Novated Contract as of the Assumption Date and the Reinsurer shall be deemed to have assumed and accepted all of the risks, liabilities and obligations under or arising out of the applicable Novated Contract, whether arising prior, on or subsequent to the applicable Assumption Date. The Reinsurer hereby agrees that it shall be directly and solely liable for such risks, liabilities and obligations. On each Assumption Date, the Reinsurer shall assume all risks, liabilities and obligations under or arising out of the applicable Novated Contract such that the Reinsurer shall be considered and deemed the original party in lieu of the Ceding Company, from the inception date of the applicable Reinsured Policy. The Novated Contracts shall continue and remain in full force and effect, except as modified by the Notice and Certificate of Assumption. For the avoidance of doubt, a Novated Contract shall not constitute the creation of a new contract or the termination of the applicable Reinsured Policy; rather, such Novated Contract shall be considered and deemed a continuation of the existing contract as if the Reinsurer were the original party in lieu of the Ceding Company. Notwithstanding the foregoing, it is understood and agreed that such assignment, transfer and assumption shall not affect any indemnification rights of the parties pursuant to Article IX, or any other indemnification or right to recovery provided to a party under any other agreement. Promptly after assumption by the Reinsurer of any Novated Contracts, the Ceding Company shall deliver original books and records that relate to such Novated Contracts to the Reinsurer to the extent required by applicable Law. Upon the assumption by the Reinsurer of any Novated Contract of if any Reinsured Policy is otherwise renewed, replaced or otherwise transitioned to a policy issued by the Reinsurer or its Affiliates on their respective policy forms, (a) the Required Balance shall be adjusted in the next succeeding report to be delivered by the Reinsurer under Section 5.7 to reflect the removal of such Reinsured Policy, and the portion of the assets held in the Trust Account relating to such Novated Contract or former Reinsured Policy shall be released from the Trust Account and transferred to the Reinsurer and (ii) if such Novated Contract or former Reinsured Policy has Separate Account Liabilities, the Ceding Company shall transfer to the appropriate separate account of the Reinsurer the assets of the Separate Account which 00000000.5 1007063901v8 support any Separate Account Liabilities arising under such Novated Contract or former Reinsured Policy.

Effect of Assumption. Upon the satisfaction of all requirements for the novation and assumption of a Reinsured Targeted Policy, the Ceding Company shall be deemed to have assigned and transferred all of its rights relating to such Novated Contract as of the Assumption Date and the Reinsurer shall be deemed to have assumed and accepted all of the risks, liabilities and obligations (including, without limitation, any Extra Contractual Obligations) under or arising out of the applicable Novated Contract, whether arising prior, on or subsequent to the applicable Assumption Date. The Reinsurer hereby agrees that it shall be directly and solely liable for such risks, liabilities and obligations. On each Assumption Date, the Reinsurer shall assume all risks, liabilities and obligations under or arising out of the applicable Novated Contract such that the Reinsurer shall be considered and deemed the original party in lieu of the Ceding Company, from the inception date of the applicable Reinsured Policy. The Novated Contracts shall continue and remain in full force and effect, except as modified by the Notice and Certificate of Assumption. For the avoidance of doubt, a Novated Contract shall not constitute the creation of a new contract or the termination of the applicable Reinsured Policy; rather, rather such Novated Contract shall be considered and deemed a continuation of the existing contract as if the Reinsurer were the original party in lieu of the Ceding Company. Notwithstanding the foregoing, it It is understood and agreed that such assignment, transfer and assumption shall not affect any indemnification rights of the parties pursuant to Article IXXII, or any other indemnification or right to recovery provided to a party under any other agreement. Pursuant to the terms of the Custody Agreement, the portion of the assets held in the Custody Account relating to Novated Contracts not in dispute shall be released from the Custody Account and transferred to the Reinsurer. Promptly after assumption by the Reinsurer of any Novated Contracts, the Ceding Company shall deliver original books and records that relate to such Novated Contracts to the Reinsurer to the extent required by applicable Applicable Law. Upon the assumption by the Reinsurer of any Novated Contract of if any Reinsured Policy is otherwise renewed, replaced or otherwise transitioned to a policy issued by the Reinsurer or its Affiliates on their respective policy forms, (a) the Required Balance shall be adjusted in the next succeeding report to be delivered by the Reinsurer under Section 5.7 to reflect the removal of such Reinsured Policy, and the portion of the assets held in the Trust Account relating to such Novated Contract or former Reinsured Policy shall be released from the Trust Account and transferred to the Reinsurer and (ii) if such Novated Contract or former Reinsured Policy has Separate Account Liabilities, the Ceding Company shall transfer to the appropriate separate account of the Reinsurer the assets of the Separate Account which support any Separate Account Liabilities arising under such Novated Contract or former Reinsured Policy.

Effect of Assumption. Upon the satisfaction of all requirements for the novation and assumption of a Reinsured Targeted Policy, the Ceding Company shall be deemed to have assigned and transferred all of its rights relating to such Novated Contract as of the Assumption Date and the Reinsurer shall be deemed to have assumed and accepted all of the risks, liabilities and obligations (including, without limitation, any Extra Contractual Obligations) under or arising out of the applicable Novated Contract, whether arising prior, on or subsequent to the applicable Assumption Date. The Reinsurer hereby agrees that it shall be directly and solely liable for such risks, liabilities and obligations. On each Assumption Date, the Reinsurer shall assume all risks, liabilities and obligations under or arising out of the applicable Novated Contract such that the Reinsurer shall be considered and deemed the original party in lieu of the Ceding Company, from the inception date of the applicable Reinsured Policy. The Novated Contracts shall continue and remain in full force and effect, except as modified by the Notice and Certificate of Assumption. For the avoidance of doubt, a Novated Contract shall not constitute the creation of a new contract or the termination of the applicable Reinsured Policy; rather, rather such Novated Contract shall be considered and deemed a continuation of the existing contract as if the Reinsurer were the original party in lieu of the Ceding Company. Notwithstanding the foregoing, it It is understood and agreed that such assignment, transfer and assumption shall not affect any indemnification rights of the parties pursuant to Article IXXII, or any other indemnification or right to recovery provided to a party under any other agreement. Pursuant to the terms of the Trust Agreement, the portion of the assets held in the Trust Account relating to Novated Contracts not in dispute shall be released from the Trust Account and transferred to the Reinsurer. Promptly after assumption by the Reinsurer of any Novated Contracts, the Ceding Company shall deliver original books and records that relate to such Novated Contracts to the Reinsurer to the extent required by applicable Applicable Law. Upon the assumption by the Reinsurer of any Novated Contract of if any Reinsured Policy is otherwise renewed, replaced or otherwise transitioned to a policy issued by the Reinsurer or its Affiliates on their respective policy forms, (a) the Required Balance shall be adjusted in the next succeeding report to be delivered by the Reinsurer under Section 5.7 to reflect the removal of such Reinsured Policy, and the portion of the assets held in the Trust Account relating to such Novated Contract or former Reinsured Policy shall be released from the Trust Account and transferred to the Reinsurer and (ii) if such Novated Contract or former Reinsured Policy has Separate Account Liabilities, the Ceding Company shall transfer to the appropriate separate account of the Reinsurer the assets of the Separate Account which support any Separate Account Liabilities arising under such Novated Contract or former Reinsured Policy.

Effect of Assumption. Upon the satisfaction of all requirements for the novation and (a) The assumption of effected by this Assumption Agreement shall create a Reinsured Policy, the Ceding Company shall be deemed to have assigned and transferred all of its rights relating to such Novated Contract as of the Assumption Date and the Reinsurer shall be deemed to have assumed and accepted Novation under all of the risks, liabilities and obligations under or arising out Assumed Policies in accordance with each of the applicable Novated Contractterms and conditions thereof, whether arising priorand subject to all rights, on privileges, defenses, offsets, cross-actions and counterclaims to which the Company would have been entitled had it continued to act as the insurer thereunder. It is expressly understood and agreed by the Parties to this Assumption Agreement that no such rights, privileges, defenses, offsets, cross-actions or subsequent counterclaims are waived by the execution of this Assumption Agreement or the consummation of the transactions contemplated herein, and that the Assuming Insurer shall be fully subrogated to all such rights, privileges, defenses, offsets, cross-actions and counterclaims except as relates to any Pre-Assumption Loss in which case the Company retains any and all rights, privileges, defenses, offsets, cross-action and counterclaims which may exist as relates to said Pre-Assumption Loss. Subsequent to the applicable assumption effected by this Assumption Date. The Reinsurer hereby agrees that it Agreement, the Parties shall be directly provide each other with all reasonably requested information and solely liable for such risks, liabilities and obligations. assistance to administer all aspects of the Assumed Policies as contemplated by Section 3. (b) On each the Assumption Effective Date, the Reinsurer Assuming Insurer shall assume all risks, liabilities and obligations under or arising out be the successor of the applicable Novated Contract Company with respect to the Assumed Policies, and such that the Reinsurer Assumed Policies shall be considered and deemed the original party in lieu direct obligation of the Ceding Company, from the inception date of the applicable Reinsured Policy. The Novated Contracts shall continue and remain in full force and effect, except as modified by the Notice and Certificate of Assumption. For the avoidance of doubt, a Novated Contract shall not constitute the creation of a new contract or the termination of the applicable Reinsured Policy; rather, such Novated Contract shall be considered and deemed a continuation of the existing contract as if the Reinsurer were the original party in lieu of the Ceding Company. Notwithstanding the foregoing, it is understood and agreed that such assignment, transfer and assumption shall not affect any indemnification rights of the parties pursuant to Article IX, or any other indemnification or right to recovery provided to a party under any other agreement. Promptly after assumption by the Reinsurer of any Novated Contracts, the Ceding Company shall deliver original books and records that relate to such Novated Contracts to the Reinsurer to the extent required by applicable Law. Upon the assumption by the Reinsurer of any Novated Contract of if any Reinsured Policy is otherwise renewed, replaced or otherwise transitioned to a policy issued by the Reinsurer or its Affiliates on their respective policy forms, (a) the Required Balance shall be adjusted in the next succeeding report to be delivered by the Reinsurer under Section 5.7 to reflect the removal of such Reinsured PolicyAssuming Insurer, and the portion Company shall have no further liability thereunder to the Assuming Insurer, the Policyholders or to any third party. The Policyholders and any persons insured under the Assumed Policies shall thereafter disregard the Company as the insurer on any of the assets held Assumed Policies. Beginning on the Assumption Effective Date, the Assuming Insurer shall have the right of renewal on each of the Assumed Policies. This Section 2.4(b) is not intended to relieve the Company of its obligations related to any Pre-Assumption Loss as described in this Assumption Agreement. (c) On and after the Trust Account relating to such Novated Contract Assumption Effective Date, the Policyholders and the insureds or former Reinsured beneficiaries under any Assumed Policy shall have the right to file claims for benefits under any Assumed Policy solely and directly with the Assuming Insurer. Any such claim made for a Pre-Assumption Loss shall be released from the Trust Account and transferred directed to the Reinsurer Company, or its designated claims adjustor, immediately. but in no event more than 5 business days after receipt by the Assuming Insurer of such claim, and (ii) if further provided that any such Novated Contract or former Reinsured Policy has Separate Account Liabilities, claim made for a Post-Assumption Loss shall be the Ceding Company shall transfer to the appropriate separate account sole responsibility of the Reinsurer the assets of the Separate Account which support any Separate Account Liabilities arising under such Novated Contract or former Reinsured PolicyAssuming Insurer.