Insurance Contract Changes. Except as directed by the Reinsurer or as performed by the Reinsurer (or its duly appointed assignee or delegatee) acting on behalf of the Ceding Company in the Reinsurer’s capacity as Administrator and to the extent permitted under the terms of the Administrative Services Agreement, the Ceding Company shall not (a) change the terms or conditions of any Covered Insurance Policy or Existing Reinsurance Agreement, other than for any change required by the terms of any Covered Insurance Policy or Existing Reinsurance Agreement, or by any Governmental Authority or Applicable Law or (b) enter into any settlement of any Covered Insurance Policy or Existing Reinsurance Agreement. If the Reinsured Liabilities under any of the Covered Insurance Policies are changed (a) because of changes made on or after the Effective Time in the terms and conditions of the Covered Insurance Policies or Existing Reinsurance Agreements or settlements in respect of Covered Insurance Policies or Existing Reinsurance Agreements effected by the Reinsurer acting in its capacity as Administrator or at the direction of the Reinsurer, or (b) pursuant to the terms of any Covered Insurance Policies or by reason of the requirements of any Governmental Authority or Applicable Law, the Reinsurer will participate, on the reinsurance basis set forth in Section 2.1, and assume one hundred percent (100%) of all Reinsured Liabilities resulting from such changes. With respect to any change that, despite being required by the terms of any Covered Insurance Policies, any Governmental Authority or Applicable Law, the Administrator determines not to implement, the Ceding Company shall, to the extent practicable, prior to the effectiveness of any such change, promptly notify the Reinsurer of such required change and afford the Reinsurer, at the Reinsurer’s expense, the opportunity, to the extent practicable, to object to such change under applicable administrative procedures.
Insurance Contract Changes. Except (a) as directed or agreed by the Reinsurer in writing, (b) for any changes initiated by the applicable Policyholder of any Reinsured Contract pursuant to the terms of such Reinsured Contract or (c) for any changes mandated by any Governmental Authority or applicable Law, the Ceding Company shall not change the terms of any Reinsured Contract. This Section 2.2 shall not apply to any changes to Non-Guaranteed Elements, which shall be governed exclusively by Section 2.8.
Insurance Contract Changes. (a) Except as permitted in Section 2.3(b), the Ceding Company shall not voluntarily make or agree to any change to the terms or conditions of, any Covered Insurance Policy for any reason without the prior written consent of the Reinsurer (other than (i) any Excluded NGE Change or any other change in Non-Guaranteed Elements, which are subject to Section 2.5 and shall not be governed by or subject to this Section 2.3, (ii) changes that are initiated by policyowners under the terms of a Covered Insurance Policy, (iii) changes required by Applicable Law, a Governmental Authority or any Existing Reinsurance Agreement, and (iv) changes resulting from exigent circumstances that require immediate action and affect the Covered Insurance Policies due to situations including natural or manmade disaster, pandemic, governmental actions or economic circumstances, which exigent circumstances may or may not be dictated by Applicable Law; provided that such changes are (x) made to address the circumstances, (y) consistent with actions taken and changes made by the Ceding Company or its Affiliates to similar policies issued by the Ceding Company or such Affiliate that are not Covered Insurance Policies, if any, in response to the relevant situation and (z) consistent with actions taken and changes made by similarly situated insurers or financial institutions not Affiliated with the Ceding Company to similar types of insurance policies as the affected Covered Insurance Policies in response to the relevant situation (“Exigent Circumstances”, and each of the items listed in (ii), (iii) and (iv), are referred to herein as an “Excluded Policy Change”)).
Insurance Contract Changes. Except as directed or consented to in writing by the Reinsurer or as performed by the Reinsurer (or its duly appointed assignee or delegatee) acting on behalf of the Ceding Company in the Reinsurer’s capacity as Administrator, the Ceding Company, on its own initiative, shall not (a) amend, waive or change the terms or conditions of any Covered Insurance Policy, other than for any amendment, waiver or change required by the terms of any Covered Insurance Policy, any Governmental Entity or Applicable Law or otherwise permitted by the terms of this Agreement (including Section 2.4). If the Reinsured Liabilities under any of the Covered Insurance Policies are amended, waived or changed (x) because of changes made on or after the Effective Time in the terms and conditions of the Covered Insurance Policies effected by the Reinsurer acting in its capacity as Administrator or at the direction of or as consented to in writing by the Reinsurer, or (y) required by the terms of any Covered Insurance Policies or by reason of the requirements of any Governmental Entity or Applicable Law or otherwise permitted by the terms of this Agreement (including Section 2.4), the Reinsurer will participate, on the reinsurance basis set forth in Section 2.1, and assume all Reinsured Liabilities resulting from such changes. With respect to any amendment, waiver or change that, despite being required by the terms of any Covered Insurance Policies, any Governmental Entity or Applicable Law, the Administrator voluntarily does not implement, the Ceding Company shall promptly notify the Reinsurer of such required amendment, waiver or change and afford the Reinsurer, at the Reinsurer’s expense, the opportunity, to the extent practicable, to object to such amendment, waiver or change under applicable administrative procedures (both formal and informal). In the event the Reinsurer seeks to object as provided in the previous sentence, the Reinsurer shall indemnify and hold the Ceding Company harmless for any Indemnifiable Losses so suffered by the Ceding Company in connection with such administrative procedures or the failure to change such Covered Insurance Policies terms in accordance with Article IX.
Insurance Contract Changes. The Ceding Company, on its own initiative, shall not change the terms or conditions of any Covered Insurance Policy, other than for any change required by the terms of any Covered Insurance Policies, by reason of the requirement of any Governmental Body or otherwise required by Applicable Law. If the Reinsured Liabilities under any of the Covered Insurance Policies are changed (i) because of changes made on or after the Effective Time pursuant to the terms of any Covered Insurance Policies or by reason of the requirements of any Governmental Body or otherwise required by Applicable Law, Reinsurer will participate, on the reinsurance basis set forth in Section 2.1(a), and assume With respect to any change required by the terms of any Covered Insurance Policies or by reason of the requirement of any Governmental Body or otherwise required by Applicable Law, the Ceding Company shall, to the extent practicable, prior to the effectiveness of any such change, promptly notify Reinsurer of such proposed change and afford Reinsurer, at the Reinsurer's expense, the opportunity, to the extent practicable, to object to such change under applicable administrative procedures (both formal and informal). In the event the Reinsurer seeks to object as provided in the previous sentence, Reinsurer shall indemnify and hold the Ceding Company harmless in accordance with Article IX of the Agreement.
Insurance Contract Changes. Except (i) as directed by or consented to in writing by the Reinsurer or as performed by the Reinsurer (or its duly appointed assignee or delegate) acting on behalf of the Ceding Company in the Reinsurer’s capacity as Administrator or (ii) for any amendment, waiver or change initiated by the holder of any Reinsured Policy or required by the terms of any Reinsured Policy, any Governmental Entity or applicable Law, the Ceding Company shall not, on its own initiative, amend, waive or change the terms or conditions of any Reinsured Policy except with the Reinsurer’s prior written consent. The Ceding Company shall not effect any amendment, waiver or change under the preceding clause (ii) unless it has notified and consulted with the Reinsurer and afforded the Reinsurer a reasonable opportunity, at the Reinsurer’s cost, to object to any such amendment, waiver or change under applicable administrative procedures (both formal and informal).
Insurance Contract Changes. Except (a) as directed or agreed by the Reinsurer in advance in writing, (b) for any changes initiated by the applicable Policyholder of any Reinsured Contract pursuant to the terms of such Reinsured Contract or (c) for any changes mandated by any Governmental Authority or applicable Law, in which case the Ceding Company shall consult with the Reinsurer with respect to any such change, the Ceding Company shall not change the terms of any Reinsured Contract. This Section 2.2 shall not apply to (i) any changes to Non-Guaranteed Elements, which shall be governed exclusively by Section 2.7 or (ii) roll-overs of amounts from another retirement savings account into a Reinsured Contract, which shall be governed exclusively by Section 2.11. The Parties agree and acknowledge that the policies set forth on Schedule D as originally attached to this Agreement are the Reinsured Contracts in-force and not in payout status as of August 31, 2022, and that during the first sixty (60) calendar days following the Closing Date, the Ceding Company will prepare and deliver to the Reinsurer an updated version of Schedule D that has been updated solely to remove policies that are (x) no longer in force or (y) in payout status, in each case as of the Effective Time. The Reinsurer shall have sixty (60) calendar days after the date on which the updated Schedule D is delivered to it to review such schedule, and the provisions of Section 2.04(e) of the Master Transaction Agreement shall apply mutatis mutandis. Following the Parties’ agreement on the updated schedule, the Parties will attach such updated schedule to this Agreement as Schedule D, which updated schedule will replace Schedule D as originally attached to this Agreement.
Insurance Contract Changes. Except (a) as directed or agreed by the Reinsurer in advance in writing (such agreement not to be unreasonably withheld, conditioned or delayed), (b) for any changes initiated by the applicable Policyholder of any Reinsured Contract pursuant to the express terms of such Reinsured Contract or (c) for any changes mandated by any Governmental Authority or applicable Law, the Ceding Company shall not, on its own initiative, change the terms of any Reinsured Contract. If the Reinsured Liabilities under any of the Reinsured Contracts are changed as permitted by the foregoing sentence or as otherwise permitted by the terms of this Agreement, the Reinsurer will participate, on the reinsurance basis set forth in Section 2.1, and assume and pay percent ( ) of all Reinsured Liabilities resulting from such change. With respect to any change required by any Governmental Authority or applicable Law, which the Reinsurer is not voluntarily implementing, the Ceding Company shall, to the extent practicable, prior to the effectiveness of any such change, promptly notify the Reinsurer of such proposed change and afford the Reinsurer the opportunity, to the extent practicable, to object to such change under any applicable administrative or legal procedures (both formal and informal). In the event the Reinsurer seeks to object as provided in the previous sentence, the Reinsurer shall indemnify and hold the Ceding Company harmless for any Losses suffered by the Ceding Company arising in connection with such legal or administrative procedures in accordance with Article IX. This Section 2.2 shall not apply to any changes to Non-Guaranteed Elements or Policyholder Dividends, which shall be governed exclusively by Section 2.8.
Insurance Contract Changes. Except (i) as directed or agreed by the Reinsurer in advance in writing (including in respect of any changes initiated by the holder of any Reinsured Policy or Assumed Reinsurance Contract pursuant to the terms of such Reinsured Policy or Assumed Reinsurance Contract), (ii) for any changes initiated by the Reinsurer (or its duly appointed assignee or delegate, including the Administrator) acting on behalf of the Ceding Company or (iii) for any changes mandated by any Governmental Authority or Applicable Law, the Ceding Company shall not (A) change the terms of any Reinsured Policy or Assumed Reinsurance Contract or (B) permit a change in the terms of any insurance policy underlying an Assumed Reinsurance Contract, solely to the extent that the Ceding Company has a contractual or other right to prohibit such a change.
Insurance Contract Changes. Except with the written consent of the Reinsurer or as performed by the Reinsurer (or its duly appointed assignee or delegee) acting on behalf of the Ceding Company, including in Reinsurer’s capacity as Administrator, the Ceding Company, on its own initiative, shall not amend, waive or change the terms or conditions of any Covered Insurance Policy, other than for any amendment, waiver or change required by the terms of any Covered Insurance Policies, any Governmental Authority or applicable Law. If the Reinsured Liabilities under any of the Covered Insurance Policies are amended, waived or changed (a) because of changes made on or after the Effective Time in the terms and conditions of the Covered Insurance Policies effected by the Reinsurer (or its duly appointed assignee or delegee), including acting in its capacity as Administrator, or consented to in writing by the Reinsurer, (b) as required by the terms of any Covered Insurance Policies or required by any Governmental Authority or applicable Law or (c) otherwise with the written consent of the Reinsurer, in each case, the Reinsurer will participate, on the reinsurance basis set forth in Section 2.01(a), and assume one hundred percent (100%) of all Liabilities and obligations resulting from such changes and shall fully indemnify the Ceding Company and hold the Ceding Company harmless with respect to such changes. With respect to any amendment, waiver or change under Section 2.04, the Ceding Company shall, to the extent practicable, prior to the effectiveness of such amendment, waiver or change, promptly notify the Reinsurer of such amendment, waiver or change and afford the Reinsurer a reasonable opportunity, at the Reinsurer’s cost, to object to any such amendment, waiver or change under applicable administrative procedures (both formal and informal); provided, however, nothing in the foregoing shall cause the Ceding Company to be required to delay the implementation of any such amendment, waiver or change beyond the date so required.
