Common use of Non-Guaranteed Elements Clause in Contracts

Non-Guaranteed Elements. (a) From and after the Effective Time, the Ceding Company shall retain the ultimate authority to set and establish the Non-Guaranteed Elements with respect to the Covered Insurance Policies in accordance with the terms of the Covered Insurance Policies, Applicable Law and applicable actuarial standards of practice. The Reinsurer may, from time to time, make recommendations to the Ceding Company with respect to Non-Guaranteed Elements so long as the recommendations comply with the written terms of the Covered Insurance Policies, Applicable Law and applicable actuarial standards of practice. (b) For Covered Insurance Policies that are not Shared NGE Policies, (i) the Ceding Company shall consider the Reinsurer’s recommendations and act reasonably and in good faith in determining whether any such recommendations should be accepted, (ii) the Ceding Company shall, in accordance with Article IX, indemnify and hold harmless the Reinsurer for Indemnifiable Losses arising out of or resulting from the Ceding Company’s rejection of the Reinsurer’s recommendations that satisfy the requirements of Section 2.4(a) and (iii) the Reinsurer shall, in accordance with Article IX, indemnify and hold harmless the Ceding Company for Indemnifiable Losses arising out of or resulting from the Ceding Company’s acceptance and implementation of the Reinsurer’s recommendations. For the avoidance of doubt, the Ceding Company shall have no obligation to follow any of the Reinsurer’s recommendations or to indemnify the Reinsurer if the Reinsurer’s recommendations do not satisfy the requirements of Section 2.4(a).

Non-Guaranteed Elements. (a) The Ceding Company shall establish all Non-Guaranteed Elements in accordance with (i) the Ceding Company’s methodologies and procedures in effect as of the Effective Date as set forth on Schedule L or as otherwise contemplated on Schedule L and (ii) all Non-Guaranteed Elements that are not addressed on Schedule L in accordance with its historical practice regarding such Non-Guaranteed Elements and consistent with the written terms of the Reinsured Contracts, applicable Law, and Actuarial Standards of Practice promulgated by the Actuarial Standards Board governing redetermination of non-guaranteed charges, in each case of (i) and (ii) unless otherwise required by applicable Law. The Reinsurer is entering into this Agreement in reliance on the foregoing. (b) The Ceding Company shall consult with the Reinsurer on the setting of Non-Guaranteed Elements prior to making any material changes thereto. From and after the Effective TimeClosing Date, the Ceding Company shall retain the ultimate authority to set and establish the Non-Guaranteed Elements with respect to the Covered Insurance Policies in accordance with the terms of the Covered Insurance Policies, Applicable Law and applicable actuarial standards of practice. The Reinsurer may, from time to time, make recommendations to the Ceding Company with respect to Non-Guaranteed Elements so long as the recommendations comply with the written terms of the Covered Insurance PoliciesReinsured Contracts, Applicable applicable Law and applicable actuarial standards Actuarial Standards of practice. Practice promulgated by the Actuarial Standards Board governing redetermination of non-guaranteed charges (b) For Covered Insurance Policies that are not Shared NGE Policies, (i) the “Reinsurer’s Recommendations”). The Ceding Company shall fully consider the any such Reinsurer’s recommendations Recommendations and act reasonably and in good faith in determining whether any such recommendations Reinsurer’s Recommendations should be accepted, (ii) ; provided that the Ceding Company shall, in accordance with Article IX, indemnify and hold harmless the Reinsurer for Indemnifiable Losses arising out is not required to implement any of or resulting from the Ceding Company’s rejection of the Reinsurer’s recommendations that satisfy Recommendations. (c) Notwithstanding anything in this Section 2.8, with respect to the requirements of Section 2.4(a) and (iii) Reinsured Contracts ceded under the Reinsurer shall, in accordance with Article IX, indemnify and hold harmless the Ceding Company for Indemnifiable Losses arising out of or resulting from the Ceding Company’s acceptance and implementation of the Reinsurer’s recommendations. For the avoidance of doubtSubject YRT Reinsurance Agreement, the Ceding Company and the Reinsurer shall have no obligation consult in good faith to determine whether to follow any the recommendations of the Subject YRT Reinsurer with respect to the setting of post-level term premium rates under such Reinsured Contracts, and the Ceding Company shall not follow such recommendations without the Reinsurer’s recommendations consent (such consent not to be unreasonably withheld, conditioned or delayed). In the event the Ceding Company does not follow any such recommendation, the provisions in Section 2.11(b) shall apply to indemnify determine the Reinsurer if course of conduct (e.g., accept the Reinsurer’s recommendations do not satisfy resulting reinsurance premium rate increase or recapture the requirements business reinsured) to be taken by the Ceding Company under the Subject YRT Reinsurance Agreement as result of Section 2.4(a)such election.

Non-Guaranteed Elements. (a) From and after the Effective Time, the Ceding Company The Cedant shall retain the ultimate authority to set and establish the all Non-Guaranteed Elements with respect to the Covered Insurance Policies Reinsured Policies; provided, however, that the Reinsurer may make recommendations to the Cedant as to the setting of such Non-Guaranteed Elements. (b) The Cedant agrees that the Non-Guaranteed Elements shall be established by it in accordance with the terms procedures set forth on Schedule 2.5. To the extent that any amounts are payable to the Reinsurer from the Cedant pursuant to the provisions outlined on Schedule 2.5, such amounts shall be included in the Net Settlement Statement related to the next Monthly Accounting Period; provided, however, that the Net Settlement Interest Rate shall not be applied to any such amounts. (c) If the Cedant complies with a recommendation of the Covered Insurance Policies, Applicable Law and applicable actuarial standards of practice. The Reinsurer may, from time to time, make recommendations to the Ceding Company with respect to Non-Guaranteed Elements so long as (either initiated or alternative), the recommendations comply with the written terms of the Covered Insurance Policies, Applicable Law and applicable actuarial standards of practice. (b) For Covered Insurance Policies that are not Shared NGE Policies, (i) the Ceding Company shall consider the Reinsurer’s recommendations and act reasonably and in good faith in determining whether any such recommendations should be accepted, (ii) the Ceding Company Reinsurer shall, in accordance with Article IXas applicable, indemnify indemnify, defend and hold harmless the Reinsurer for Indemnifiable Losses arising out of Cedant, its Affiliates and their respective Representatives (collectively, the “Cedant Indemnified Parties”) against, and reimburse any Cedant Indemnified Party for, all Extra-Contractual Obligations that such Cedant Indemnified Party may at any time suffer or resulting from the Ceding Company’s rejection of the Reinsurer’s recommendations that satisfy the requirements of Section 2.4(a) and (iii) the Reinsurer shallincur, or become subject to as a result thereof or in accordance with Article IX, indemnify and hold harmless the Ceding Company for Indemnifiable Losses arising out of or resulting from the Ceding Company’s acceptance and implementation of the Reinsurer’s recommendationsconnection therewith. For the avoidance of doubt, the Ceding Company shall have no obligation to follow any liabilities of the Reinsurer’s recommendations or Cedant related to indemnify compliance by the Cedant with a recommendation of the Reinsurer if the Reinsurer’s recommendations with respect to Non-Guaranteed Elements (either initiated or alternative) that do not satisfy the requirements of Section 2.4(a)constitute Extra-Contractual Obligations shall be covered as Reinsured Liabilities hereunder.

Non-Guaranteed Elements. (a) From and after The Company represents to the Reinsurer that, the Company’s established policy, as of the Effective TimeDate, the Ceding Company shall retain the ultimate authority to set and establish the Non-Guaranteed Elements with for crediting interest in respect to the Covered Insurance Policies Reinsured Contracts is that such credited interest rate shall equal the guaranteed minimum interest rate for each Annuity (the “Crediting Rate Procedures”). The Company and the Reinsurer agree that the terms of this Agreement were negotiated based on the Company’s Crediting Rate Procedures as of the Effective Date. In the event that the Company wishes to change the crediting interest in respect of any Reinsured Contract, then the Company shall notify the Reinsurer, in writing, of such proposed changes in accordance with the criteria set forth in Section 2.3. The Reinsurer shall review any such proposed changes and notify the Company, in writing, of the Reinsurer’s decision to either accept or reject such proposed changes. If the Reinsurer accepts such proposed changes, then this Agreement shall be administered in accordance with the terms of such proposed changes. If the Covered Insurance PoliciesReinsurer rejects such proposed changes, Applicable Law and then the Company may set the interest crediting rates applicable actuarial standards of practice. The Reinsurer may, from time to time, make recommendations to the Ceding Reinsured Contract according to Section 2.3, but the Company with respect to Non-Guaranteed Elements so long as will compensate the recommendations comply with the written terms of the Covered Insurance Policies, Applicable Law and applicable actuarial standards of practice. (b) For Covered Insurance Policies that are not Shared NGE Policies, (i) the Ceding Company shall consider Reinsurer during each Monthly Accounting Period for the Reinsurer’s recommendations and act reasonably and in good faith in determining whether any such recommendations should be accepted, Quota Share of one-twelfth (ii1/12th) the Ceding Company shall, in accordance with Article IX, indemnify and hold harmless the Reinsurer for Indemnifiable Losses arising out of or resulting from the Ceding Company’s rejection of the Reinsurer’s recommendations that satisfy Excess Crediting Amount based on the requirements of Section 2.4(aexcess (if any) and (iii) the Reinsurer shall, in accordance with Article IX, indemnify and hold harmless the Ceding Company for Indemnifiable Losses arising out of or resulting from the Ceding Company’s acceptance and implementation of the Reinsurer’s recommendations. For annualized crediting rate at the avoidance of doubt, the Ceding Company shall have no obligation to follow any end of the Reinsurer’s recommendations or current Accounting Period over the crediting rates established pursuant to indemnify the Reinsurer if Crediting Rate Procedures (such amount herein referred to as the Reinsurer’s recommendations do not satisfy the requirements of Section 2.4(a“Excess Crediting Amount”).

Non-Guaranteed Elements. (a) From and after the Effective Time, the The Ceding Company shall retain the ultimate authority to set and establish will be responsible for establishing the Non-Guaranteed Elements with respect to the Covered Insurance Reinsured Policies in accordance compliance with the methodology specified on Schedule V attached hereto and the recommendations of the Reinsurer with respect thereto. The Ceding Company shall provide the Reinsurer with written notice of any changes it proposes to make to such Non-Guaranteed Elements at least ten (10) Business Days prior to such changes taking effect. From time to time, the Reinsurer may provide recommendations regarding the Non-Guaranteed Elements to the Ceding Company, which recommendations (a) must comply with applicable Law and the terms of the Covered Insurance Policies, Applicable Law Reinsured Policies and applicable actuarial standards of practice. The Reinsurer may, from time to time, make recommendations to the Ceding Company with respect to Non-Guaranteed Elements so long as the recommendations comply be consistent with the written terms of the Covered Insurance Policies, Applicable Law methodology specified on Schedule V and applicable actuarial standards of practice. (b) For Covered Insurance Policies must include reasonably detailed information supporting such recommendation. The Ceding Company shall in good faith consider adopting any such recommendation and shall not unreasonably delay implementation of any accepted recommendations; provided, that are not Shared NGE Policies, (i) the Ceding Company Reinsurer shall consider the Reinsurer’s recommendations and act reasonably and in good faith in determining whether any such recommendations should be accepted, (ii) the Ceding Company shall, in accordance with Article IX, indemnify and hold harmless the Reinsurer for Indemnifiable Losses arising out of or resulting from the Ceding Company’s rejection of the Reinsurer’s recommendations that satisfy the requirements of Section 2.4(a) and (iii) the Reinsurer shall, in accordance with Article IX, indemnify and hold harmless the Ceding Company for Indemnifiable all Losses arising out of or resulting from the Ceding Company’s acceptance of such recommendations and implementation that are not attributable to a separate act, error or omission on the part of the Ceding Company resulting in an Extra-Contractual Obligation, and (ii) the Ceding Company shall indemnify and hold harmless the Reinsurer for all Losses arising from (A) the Ceding Company’s failure to comply with the methodology set forth on Schedule V, and (B) the Ceding Company’s failure to follow any such valid recommendations of the Reinsurer. If the Ceding Company elects not to adopt the Reinsurer’s recommendations. For the avoidance of doubt, then the Ceding Company shall have no obligation to follow any of the Reinsurer’s recommendations or to indemnify promptly notify the Reinsurer if the Reinsurer’s recommendations do not satisfy the requirements in writing of Section 2.4(a)such election.

Non-Guaranteed Elements. (a) From and after the Effective TimeClosing Date, the Ceding Company shall retain the ultimate authority to set and establish the Non-Guaranteed Elements with respect to the Covered Insurance Policies in accordance with the terms of the Covered Insurance Policies, Applicable Law and applicable actuarial standards of practice. The Reinsurer may, from time to time, make recommendations to the Ceding Company with respect to Non-Guaranteed Elements so long as the recommendations comply with the written terms of the Covered Insurance PoliciesReinsured Contracts, Applicable Law applicable Law, Actuarial Standards of Practice promulgated by the Actuarial Standards Board governing redetermination of non-guaranteed charges and applicable actuarial standards of practice. (b) For Covered Insurance Policies that are not Shared NGE Policies, (i) the Ceding Company’s policy relating to Non-Guaranteed Elements set forth on Schedule S. The Ceding Company shall fully consider any such recommendations with respect to the Reinsurer’s recommendations setting of Non-Guaranteed Elements and act reasonably and in good faith in determining whether any such recommendations should be acceptedaccepted and shall not unreasonably delay implementation of any such recommendations so long as such recommendations comply with the written terms of the Reinsured Contracts, (ii) applicable Law, Actuarial Standards of Practice promulgated by the Actuarial Standards Board governing redetermination of non-guaranteed charges and the requirements set forth on Schedule S. If the Ceding Company shallfails to implement such recommendations, in accordance with Article IX, indemnify and hold harmless it shall promptly notify the Reinsurer for Indemnifiable Losses arising out in writing thereof. The Ceding Company shall (a) consult with the Reinsurer periodically on the setting of or resulting from the Ceding Company’s rejection of the Reinsurer’s recommendations that satisfy the requirements of Section 2.4(a) Non-Guaranteed Elements prior to making any material changes thereto and (iiib) other than as set forth in this Section 2.8 or otherwise required by applicable Law, set Non-Guaranteed Elements in a manner consistent in all material respects with the Reinsurer shall, manner in accordance with Article IX, indemnify and hold harmless which the Ceding Company for Indemnifiable Losses arising out of or resulting from set non-guaranteed elements with respect to the Ceding Company’s acceptance Reinsured Contracts immediately prior to the Effective Time and implementation of the Reinsurer’s recommendations. For the avoidance of doubt, the Ceding Company shall have no obligation to follow any of the Reinsurer’s recommendations or to indemnify the Reinsurer if the Reinsurer’s recommendations do not satisfy the requirements of Section 2.4(a).set forth on Schedule S.