Insurance Contract Changes Sample Clauses
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”)).
(b) The Reinsurer will provide written notification to the Ceding Company as to the Reinsurer’s acceptance or rejection of any change requiring its consent within fifteen (15) Business Days after receipt of notice of such change. If the Reinsurer accepts such change, the Reinsurer will share in the Quota Share of any increase or decrease in the liability of the Ceding Company on such Covered Insurance Policy. If the Reinsurer rejects any such change and determines that it would reasonably be expected to have a material adverse effect on the Reinsurer’s liability under this Agreement (i) the Reinsurer shall notify the Ceding Company of such determination and (ii) if the Ceding Company nevertheless elects to make such change, the Ceding Company will work together in good faith with the Reinsurer to put the Reinsurer in substantiall...
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, 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. 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. (a) 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 any changes that are required as a result of a change in 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.
(b) 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 as of June 30, 2024, 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 to reflect the Reinsured Contracts in-force 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; provided that, such final Schedule D shall have no effect on the definition or scope of Excluded Liabilities or the exclusion under this Agreement for Excluded Liabilities as so defined.
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 (i) as directed or agreed by the Reinsurer in advance in writing, (ii) for any changes initiated by the holder of any Reinsured Policy pursuant to the terms of such Reinsured Policy, (iii) for any changes mandated by Applicable Law, in which case the Ceding Company shall notify the Reinsurer of such change, (iv) in accordance with and subject to Section 2.6, Section 2.7, Section 3.14 or Section 3.15 or (v) for premium rate increase actions conducted in accordance with Section 3.12, the Ceding Company shall not, on its own initiative, change the terms of any Reinsured Policy or permit PLA to change the terms of any Reinsured IDI Policy. The Ceding Company shall provide prompt written notification to the Reinsurer of any changes with respect to the terms and conditions of any of the Reinsured Policies.
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.