Common use of New Policies Clause in Contracts

New Policies. During the period that begins at the Effective Time and ends on the Marketing Termination Date, New Policies will be issued by Ceding Company at the request of Reinsurer; provided, however, that a New Policy that is delivered after the Marketing Termination Date but that has an effective date that is on or prior to the Marketing Termination Date shall, for the purposes of this Section 3.6 and of Section 3.7, be deemed issued on such effective date. Each New Policy will have a term not to exceed one (1) year from its effective date; provided, however, that a New Policy may have a term not to exceed two (2) years from its effective date or may provide a guaranteed Premium rate for an initial two-year period from its effective date, if such New Policy is issued prior to the Marketing Termination Date in the ordinary course of business consistent with Ceding Company’s past practices. Reinsurer will pay all expenses and perform all responsibilities related to the issue of any New Policies as permitted under this Agreement, including but not limited to all expenses related to agent appointments, commissions, marketing and printing. A New Policy may not include any term or condition that would prevent the termination of such policy on or at any time after the Policy Termination Date, other than a term that is the same as is contained in one of the forms of New Policies set forth in Exhibit C providing for a prior notice of termination or an effective date of termination. Reinsurer will provide and maintain all documentation related to the appointment of agents in connection with the sale or issue of New Policies. Ceding Company will cooperate with such agent appointments but it may, in its reasonable discretion, terminate the appointment of any agent following prior notice to Reinsurer of such intended action if, in Ceding Company’s reasonable judgment, such agent is creating an unreasonable business or legal risk for Ceding Company. Ceding Company will promptly terminate the appointment of any agent to sell New Policies if directed in writing to do so by Reinsurer. In marketing New Policies as permitted under this Agreement, Reinsurer may use only those marketing materials approved for use by Ceding Company at the Effective Time or that may be approved by Ceding Company after the Effective Time at the request of Reinsurer, such approval not to be unreasonably withheld, conditioned or delayed. Reinsurer may not otherwise use Ceding Company’s name, logo, trademarks or trade names, except as permitted by Section 5.14 of this Agreement or by the Purchase Agreement.

New Policies. During The Company hereby authorizes and grants the Administrator the authority during the Transition Period to issue and renew, in accordance with the terms of the Distribution Agreement and the Wholesaling Agreement, in the Company’s name (including in the name of any successor to the Company by merger or otherwise) individual life and annuity contracts of the types described in Schedule V hereto (each such new contract, together with any contract issued pursuant to Section 3.6(b), an “Additional Insurance Contract” and collectively, the “Additional Insurance Contracts”), provided that the application for any Additional Insurance Contract is received by or on behalf of the Company on or before December 31, 2018. In addition, the Company hereby authorizes and grants the Administrator the authority, during the period from the Closing Date through [REDACTED], to appoint as agents of the Company those insurance agents identified in the Distribution Agreement or Wholesaling Agreement to solicit applications for Additional Insurance Contracts thereunder. The Administrator shall be responsible for ensuring that begins at all state insurance licensing and appointment fees necessary for such agents to sell such Additional Insurance Contracts are paid. The Administrator agrees that neither it nor any of its Affiliates will amend the Effective Time and ends on Distribution Agreement or the Marketing Termination Date, New Policies will be issued by Ceding Company at the request of Reinsurer; provided, however, that a New Policy that is delivered after the Marketing Termination Date but that has an effective date that is on or prior Wholesaling Agreement with respect to the Marketing Termination Date shall, for Additional Insurance Contracts without the purposes of this Section 3.6 and of Section 3.7, be deemed issued on such effective date. Each New Policy will have a term not to exceed one (1) year from its effective date; provided, however, that a New Policy may have a term not to exceed two (2) years from its effective date or may provide a guaranteed Premium rate for an initial two-year period from its effective date, if such New Policy is issued prior to the Marketing Termination Date in the ordinary course of business consistent with Ceding Company’s past practices. Reinsurer will pay all expenses and perform all responsibilities related to the issue of any New Policies as permitted under this Agreement, including but not limited to all expenses related to agent appointments, commissions, marketing and printing. A New Policy may not include any term or condition that would prevent the termination of such policy on or at any time after the Policy Termination Date, other than a term that is the same as is contained in one written consent of the forms of New Policies set forth in Exhibit C providing for a prior notice of termination or an effective date of termination. Reinsurer will provide and maintain all documentation related to the appointment of agents in connection with the sale or issue of New Policies. Ceding Company will cooperate with such agent appointments but it may, in its reasonable discretion, terminate the appointment of any agent following prior notice to Reinsurer of such intended action if, in Ceding Company’s reasonable judgment, such agent is creating an unreasonable business or legal risk for Ceding Company. Ceding Company will promptly terminate the appointment of any agent to sell New Policies if directed in writing to do so by Reinsurer. In marketing New Policies as permitted under this Agreement, Reinsurer may use only those marketing materials approved for use by Ceding Company at the Effective Time or that may be approved by Ceding Company after the Effective Time at the request of Reinsurer, such approval (which shall not to be unreasonably withheld, conditioned or delayed). Reinsurer may not otherwise The Company hereby authorizes and grants the Administrator the authority from and after the Closing Date until this Agreement is terminated in accordance with the terms hereof to reinstate or reissue Reinsured Contracts and issue and renew insurance contracts in the name of the Company (including in the name of any successor to the Company by merger or otherwise), in each case pursuant to existing contractual commitments under Reinsured Contracts, including term life conversion rights, renewal rights, guaranteed insurability options and universal life increase options. The Administrator shall have the sole and exclusive right to make decisions with respect to the reinstatement, reissuance, issuance or renewal of the Reinsured Contracts, subject to compliance with Applicable Law and the terms and conditions set forth in the applicable Reinsured Contracts. Except for changes required by Applicable Law, any and all Additional Insurance Contracts shall be written on (i) policy forms and using rating plans for the Reinsured Contracts in use Ceding by the Company on the Closing Date or (ii) policy forms and using rating plans for the Reinsured Contracts that are filed pursuant to Section 3.9 after the Closing Date with all Governmental Authorities that are required in any jurisdiction to receive and/or approve such forms and rates prior to their use in such jurisdiction and, if required by Applicable Law, so approved by the relevant Governmental Authorities in writing and in advance thereof. With regard to the authority of the Administrator set forth in paragraph (a) of this Section 3.6, the Administrator shall assume all responsibility for (i) the provision of all materials to producers and Contractholders regarding the issuance of the Additional Insurance Contracts, (ii) all underwriting necessary or appropriate with respect to the issuance of the Additional Insurance Contracts, (iii) the processing of transactions applicable to the issuance of the Additional Insurance Contracts and (iv) all other administrative obligations necessary or appropriate with respect to the issuance of the Additional Insurance Contracts. Notwithstanding anything herein to the contrary, the Company shall retain the obligation to verify eligibility for the issuance of all Conversion Policies following the Company’s namereceipt of applications therefor. Within two (2) Business Days following the Company’s determination of eligibility and submission to the Administrator of a verified application in connection with the issuance of a Conversion Policy, logothe Administrator (x) shall issue the Conversion Policy on behalf of the Company to the Insured thereunder and (y) shall provide to the Company a report, trademarks or trade namesin a form to be agreed between the Company and the Administrator, except as permitted by Section 5.14 in connection with the issuance of this Agreement or by the Purchase AgreementConversion Policy.