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. (b) The Ceding Company will at its cost be responsible for managing and monitoring Policyholder consents and the satisfaction of any other legal conditions to the effectiveness of the Novations. The Ceding Company will provide the Assuming Company with monthly reports on the status of such consents and other information reasonably requested by the Assuming Company.

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. (b) Unless the Ceding Company shall otherwise consent, no Policyholder Notice may be mailed to a Policyholder, (i) if prior to such mailing, the Assuming Company’s RBC Ratio as of the most recent calendar year-end is less than the lower of (i) the Ceding Company’s RBC Ratio as of such calendar year-end and, (ii) 350% (the lower of such RBC Ratios, the “RBC Requirement”), and (ii) unless no later than the end of the calendar quarter immediately prior to date the first Policyholder Notice is to be mailed, the Assuming Company certifies in writing to the Ceding Company (i) that the Assuming Company has had the opportunity to review and analyze any and all information provided to it by the Ceding Company related to the administration of Novated Contracts by the Assuming Company to be undertaken following the completion of the transition of the administration of such contracts to the Assuming Company in accordance with the terms of the Transition Services Agreement, and (ii) that the Assuming Company is not aware of any material deficiency in its ability to fully transition the administration of Novated Contracts in accordance with the terms of the Transition Services Agreement. For the avoidance of doubt, such certification shall be provided only once in connection with the Novations. (c) 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 assets from the Ceding Company with respect to the General Account Liabilities Separate Accounts to the Assuming CompanyCompany Separate Accounts, and (iii) the most efficient way to manage release assets from the Trust Account to the Reinsurer and to transfer of the statutory reserves of other assets held by the Ceding Company with respect to the Separate Account Liabilities Novated Contracts, and (iv) the transition of Policyholder administration with respect to Novated Contracts from the Ceding Company 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. (bd) The Ceding Company will at its cost be responsible for managing and monitoring Policyholder consents and the satisfaction of any other legal conditions to the effectiveness of the Novations. The Ceding Company will provide the Assuming Company with monthly reports on the status of such consents and other information reasonably requested by the Assuming Company. (e) Following execution of this Agreement, the Assuming Company shall provide to the Ceding Company periodic calculations of its RBC Ratio in the same manner and at the same frequency as such calculations are required to be provided by the Reinsurer to the Ceding Company in the Coinsurance Agreement. It is understood and agreed to by the Parties that neither the RBC Ratios of the Assuming Company nor any other information provided by the Assuming Company or the Reinsurer to the Ceding Company in connection therewith (including any information used to calculate the RBC Ratios), will be used or disclosed to any person or entity, such as any Policyholder or Producer, other than for the Ceding Company’s determination as expressly set forth in Sections 2.1 and 2.2. (f) In the event that, subsequent to providing the certification required in Section 2.1(b)(ii) hereof, the Assuming Company becomes aware of any material deficiency in its ability to fully transition the administration of Novated Contracts in accordance with the terms of the Transition Services Agreement, the Assuming Company shall make the Ceding Company aware of such material deficiency as soon as reasonably practicable and the Parties shall mutually discuss and agree on what actions, if any, to take in response to such deficiency as it relates to, in either case as of the time of communication of such deficiency to the Ceding Company (1) the mailing of Policyholder Notices not yet mailed; and/or (2) the Effective Time as to any Novation Subject Contract for which all Required Consents have been received.