Common use of Policyholder Notices Clause in Contracts

Policyholder Notices. (a) Within thirty (30) days following the receipt of all Permits from Governmental Authorities for the assumption reinsurance of the Novation Subject Contracts issued in one or more states or the District of Columbia, on behalf of the Assuming Company, the Ceding Company shall, at its own cost and expense, prepare and deliver to Policyholders of applicable Novation Subject Contracts a notice of transfer substantially in the form set forth in Exhibit 1 attached hereto (the “Policyholder Notice”) or in such other form as may be required under applicable Law and the applicable Insurance Regulator and otherwise acceptable to both the Assuming Company and the Ceding Company, which shall inform each Policyholder of the intended transfer and assumption (the “Novation”). With respect to the Variable Annuity Reinsured Contracts, the Policyholder Notices shall also include the final versions, as identified to the Ceding Company by the Assuming Company, of initial summary prospectuses (“ISPs”) and exchange offer prospectus supplements for the Novation Subject Contracts prepared by the Assuming Company at its own cost and expense and provided to the Ceding Company in such quantity and format as required for distribution by Ceding Company to the applicable Policyholders on behalf of the Assuming Company. The Policyholder Notice shall clearly identify the Assuming Company as the party making the exchange offer to the Policyholders. The content of the Policyholder Notice and method of correspondence with respect thereto shall be subject to the reasonable approval of the Assuming Company. The Ceding Company shall, at its own cost and expense, mail the Policyholder Notice to each relevant Policyholder and establish and maintain a toll-free telephone number to respond to inquiries from Policyholders and Producers related to the Novation. The Ceding Company and the Assuming Company shall agree on the content to be used in responding to inquiries from Policyholders and Producers. The Policyholder Notice shall be mailed on a date agreed upon by the Parties taking into consideration, among other things, (i) the various states’ consent requirements, (ii) the most efficient way to manage the transfer of the statutory reserves of the Ceding Company with respect to the General Account Liabilities to the Assuming Company, and (iii) the most efficient way to manage the transfer of the statutory reserves of the Ceding Company with respect to the Separate Account Liabilities to the Assuming Company. The Ceding Company shall deliver only Policyholder Notices that are in compliance with applicable Law. The Parties agree that no reference shall be made to the New York State Department of Financial Services (the “DFS”) in any Policyholder Notice mailed to any Policyholder.

Policyholder Notices. (a) Within thirty (30) days following the receipt of all Permits from Governmental Authorities for the assumption reinsurance of the Novation Subject Contracts issued in one or more states or the District of Columbia, and subject to the conditions set forth in subclause (b) below, on behalf of the Assuming Company, the Ceding Company shall, at its own cost and expense, prepare and deliver to Policyholders of applicable Novation Subject Contracts a notice of transfer substantially in the form set forth in Exhibit 1 attached hereto (the “Policyholder Notice”) or in such other form as may be required under applicable Law and the applicable Insurance Regulator and otherwise acceptable to both the Assuming Company and the Ceding Company, which shall inform each Policyholder of the intended transfer and assumption (the “Novation”). With respect to the Variable Annuity Reinsured Contracts, the The Policyholder Notices shall also include the final versions, as identified to the Ceding Company by the Assuming Company, of initial summary prospectuses (“ISPs”) and exchange offer prospectus supplements for the Novation Subject Contracts prepared by the Assuming Company at its own cost and expense and provided to the Ceding Company in such quantity and format as required for distribution by Ceding Company to the applicable Policyholders on behalf of the Assuming Company. Company in accordance with subclause (e) of Schedule B. The Policyholder Notice shall clearly identify the Assuming Company as the party making the exchange offer to the Policyholders. The content of the Policyholder Notice and method of correspondence with respect thereto shall be subject to the reasonable approval of the Assuming Company. The Ceding Company shall, at its own cost and expense, mail the Policyholder Notice to each relevant Policyholder and establish and maintain a toll-free telephone number to respond to inquiries from Policyholders and Producers related to the Novation. The Ceding Company and the Assuming Company shall agree on the content to be used in responding to inquiries from Policyholders and Producers. The Policyholder Notice shall be mailed on a date agreed upon by the Parties taking into consideration, among other things, (i) the various states’ consent requirements, (ii) the most efficient way to manage the transfer of the statutory reserves of the Ceding Company with respect to the General Account Liabilities to the Assuming Company, and (iii) the most efficient way to manage the transfer of the statutory reserves of the Ceding Company with respect to the Separate Account Liabilities to the Assuming Company. The Ceding Company shall deliver only Policyholder Notices that are in compliance with applicable Law. The Parties agree that no reference shall be made to the New York State Department of Financial Services (the “DFS”) in any Policyholder Notice mailed to any Policyholder.