Novations and Replacements Sample Clauses

Novations and Replacements. (a) As and when requested by the Reinsurer from time to time after the Closing Date, subject to obtaining all applicable approvals from all applicable (i) Governmental Authorities and (ii) Required Parties, the Ceding Company shall reasonably cooperate with the Reinsurer, at Reinsurer’s sole cost and expense, and use commercially reasonable efforts to novate the Covered Insurance Policies to the Reinsurer or a designated Affiliate of the Reinsurer that is reasonably acceptable to the Ceding Company, or renew or replace the Covered Insurance Policies (including individual certificates to the extent required) into or with policies issued by the Reinsurer (or an Affiliate that is reasonably acceptable to the Ceding Company) as replacements of such Covered Insurance Policies. The Ceding Company shall promptly advise the Reinsurer of any communications with respect to any such proposed novation or replacement insurance policies or certificates. The Reinsurer shall not communicate with any Required Party with respect to any proposed assumption, novation, replacement or similar transaction in respect of Covered Insurance Policies without, in each case, the prior written consent of the Ceding Company. All correspondence from the Ceding Company to policyholders or certificateholders under any Covered Insurance Policy in connection with any such proposed novation or replacement shall be in a form approved by the Reinsurer. Without limitation of the first sentence of this Section 2.08, the Reinsurer shall advance the costs and expenses of any Required Party communication to the Ceding Company and otherwise reimburse the Ceding Company for its costs and expenses incurred with respect to its performance of this Section 2.08. (b) Notwithstanding anything contained herein to the contrary, the Ceding Company shall be under no obligation to cooperate with the Reinsurer to effectuate a transfer of the Covered Insurance Policies pursuant to any assumption reinsurance, or any insurance business transfer, division or other similar restructuring, transaction. Cooperation by Ceding Company with respect to any of the foregoing shall be at Ceding Company’s sole option. (c) Any Covered Insurance Policy that is assumed by or novated to the Reinsurer, that is replaced and ceases to be of further force and effect or that otherwise becomes a Policy of the Reinsurer or other any Person other the Ceding Company (including pursuant to any assumption reinsurance, or insurance business tran...