Common use of INTERNAL REPLACEMENTS Clause in Contracts

INTERNAL REPLACEMENTS. The Ceding Company shall not, and shall cause each of its Affiliates not to, without the prior written consent of the Reinsurer, solicit any contractholders, insureds or beneficiaries under any Covered Insurance Policy, or any Distributors, in connection with any Program of Internal Replacement (it being understood that the Ceding Company is not responsible and shall not be liable for any independent action taken by any brokers or Distributors other than employees of the Ceding Company or its Affiliates). As used herein, the term “Program of Internal Replacement” means any program that is initiated, maintained, sponsored or supported by the Ceding Company or any of its Affiliates to offer on a targeted basis to a class of contractholders, insureds or beneficiaries under Covered Insurance Policies to exchange any Covered Insurance Policy or any portion thereof for another policy or contract written by the Ceding Company or any of its Affiliates that is not included in the Reinsured Business. For the avoidance of doubt, nothing in this Section 2.7 shall prohibit the Ceding Company or any of its Affiliates from engaging in general solicitations or marketing efforts not targeted at contractholders, insureds and beneficiaries under the Covered Insurance Policies, or any Distributors, or otherwise issuing Policies to any Person who contacts the Ceding Company or any of its Affiliates on his or her own initiative without direct solicitation or as a result of such general solicitations or marketing efforts. In the event that a Program of Internal Replacement of the Covered Insurance Policies is required by Applicable Law or at the direction of any Governmental Body, the Ceding Company and the Reinsurer will attempt in good faith to renegotiate this Agreement to carry out its original intent with respect to the sharing of risk between the Parties in accordance with Applicable Law and risk transfer regulations.

INTERNAL REPLACEMENTS. The Ceding Company shall not, and shall cause each of its Affiliates not to, without the prior written consent of the Reinsurer, solicit any contractholders, insureds or beneficiaries under any Covered Insurance Policy, or any Distributors, in connection with any Program of Internal Replacement (it being understood that the Ceding Company is not responsible and shall not be liable for any independent action taken by any brokers or Distributors other than employees of the Ceding Company or its Affiliates). As used herein, the term “Program of Internal Replacement” means any program that is initiated, maintained, sponsored or supported by the Ceding Company or any of its Affiliates to offer on a targeted basis to a class of contractholders, insureds or beneficiaries under Covered Insurance Policies to exchange any Covered Insurance Policy or any portion thereof for another policy or contract written by the Ceding Company or any of its Affiliates that is not included in the Reinsured Business. For the avoidance of doubt, nothing in this Section 2.7 2.8 shall prohibit the Ceding Company or any of its Affiliates from engaging in general solicitations or marketing efforts not targeted at contractholders, insureds and beneficiaries under the Covered Insurance Policies, or any Distributors, or otherwise issuing Policies to any Person who contacts the Ceding Company or any of its Affiliates on his or her own initiative without direct solicitation or as a result of such general solicitations or marketing efforts. In the event that a Program of Internal Replacement of the Covered Insurance Policies is required by Applicable Law or at the direction of any Governmental Body, the Ceding Company and the Reinsurer will attempt in good faith to renegotiate this Agreement to carry out its original intent with respect to the sharing of risk between the Parties in accordance with Applicable Law and risk transfer regulations.

INTERNAL REPLACEMENTS. The Ceding Company shall not, and shall cause each of its Affiliates not to, without the prior written consent of the Reinsurer, solicit any contractholders, insureds or beneficiaries under any Covered Insurance Policy, or any Distributors, in connection with any Program of Internal Replacement (it being understood that the Ceding Company is not responsible and shall not be liable for any independent action taken by any brokers or Distributors other than employees of the Ceding Company or its Affiliates). As used herein, the term “Program of Internal Replacement” means any program that is initiated, maintained, sponsored or supported by the Ceding Company or any of its Affiliates to offer on a targeted basis to a class of contractholders, insureds or beneficiaries under Covered Insurance Policies to exchange any Covered Insurance Policy or any portion thereof for another policy or contract written by the Ceding Company or any of its Affiliates that is not included in the Reinsured Business. For the avoidance of doubt, nothing in this Section 2.7 2.9 shall prohibit the Ceding Company or any of its Affiliates from engaging in general solicitations or marketing efforts not targeted at contractholders, insureds and beneficiaries under the Covered Insurance Policies, or any Distributors, or otherwise issuing Policies to any Person who contacts the Ceding Company or any of its Affiliates on his or her own initiative without direct solicitation or as a result of such general solicitations or marketing efforts. In the event that a Program of Internal Replacement of the Covered Insurance Policies is required by Applicable Law or at the direction of any Governmental Body, the Ceding Company and the Reinsurer will attempt in good faith to renegotiate this Agreement to carry out its original intent with respect to the sharing of risk between the Parties in accordance with Applicable Law and risk transfer regulations.. 42115819.1