Common use of Producer Payments Clause in Contracts

Producer Payments. In accordance with Section 2.8 of the Reinsurance Agreement, the Administrator hereby assumes any and all liabilities and obligations of the Ceding Company to make, and agrees that it shall be financially responsible for, all Producer Payments constituting Policy Liabilities due in respect of premiums collected and received with respect to the Reinsured Policies. The Ceding Company hereby designates the Administrator as “paying agent” to make such Producer Payments directly to the applicable Producers from and after the Effective Time in accordance with and subject to the terms herein. The Ceding Company shall not modify or amend, or waive any of its rights under any Producer Agreements that relate to any Reinsured Policies, agree to any discretionary terms thereunder or enter into any new agreements with any Producers with respect to any of the Reinsured Policies, in each case, except with the Administrator’s prior written consent or at the Administrator’s instruction. The Ceding Company shall act at the Administrator’s written direction and expense to exercise all rights of the Ceding Company relating to the Reinsured Policies under the terms of the Producer Agreements, including any rights to suspend or terminate Producer Payments to such Producers for any reason or cause set forth in the Producer Agreements, and the Ceding Company hereby transfers and assigns to the Administrator all of its rights under such Producer Agreements, but in each case only to the extent such rights thereunder relate to the Reinsured Policies; provided, however, that the Administrator shall indemnify and hold harmless the Ceding Company for losses, damages, costs and expenses arising out of any such action so directed by the Administrator and taken by the Ceding Company.

Producer Payments. In accordance with Section 2.8 of (a) Subject to the Reinsurance Transition Services Agreement, the Administrator Reinsurer hereby assumes any and all liabilities and obligations of the Ceding Company to make, and agrees that it shall be financially responsible for, all Producer Payments constituting Policy Liabilities owed from and after the Effective Time that are due in respect of premiums collected and received with respect to the Reinsured Policies. The Ceding Company hereby designates the Administrator Reinsurer as “paying agent” to make such Producer Payments directly to the applicable Producers from and after the Effective Time in accordance with and subject Date (except to the terms hereinextent that AUSA or its Affiliates are making such Producer Payments pursuant to the Transition Services Agreement). The Ceding Company shall not modify or amend, or waive any of its rights under any Producer Agreements that relate to any Reinsured Policies, agree to any discretionary terms thereunder or enter into any new agreements with any Producers with respect to any of the Reinsured Policies, in each case, except with the Administrator’s prior written consent or at the Administrator’s instruction. The Ceding Company shall act at the AdministratorReinsurer’s written direction and expense to exercise all rights of the Ceding Company relating to the Reinsured Policies under the terms of the Producer Agreements, including any rights to suspend or terminate Producer Payments to such Producers for any reason or cause set forth in the Producer Agreements, and the Ceding Company hereby transfers and assigns to the Administrator all of its rights under such Producer Agreements, but in each case only to the extent such rights thereunder relate to the Reinsured Policies; provided, however, that the Administrator Reinsurer shall indemnify and hold harmless the Ceding Company for losses, damages, costs and expenses Losses arising out of any such action so directed requested by the Administrator Reinsurer. (b) As part of the Net Settlement, the Reinsurer shall pay to the Company from Producer Payments due to a Producer aggregate amounts equal to the agent debit balances, commission claw-backs, agent advances and taken agent loans maintained by the Ceding Company with respect to the applicable Producer and identified by the Company, provided that the Reinsurer shall no longer be required to pay such an amount in respect of any balance, claw-back, advance or loan that it acquires from the Company. The Reinsurer shall not be required to pay any such amounts paid to the Company under this Section 2.5(b) to a Producer pursuant to Section 2.5(a).

Producer Payments. In accordance with Section 2.8 of (a) Subject to the Reinsurance Transition Services Agreement, the Administrator Reinsurer hereby assumes any and all liabilities and obligations of the Ceding Company to make, and agrees that it shall be financially responsible for, all Producer Payments constituting Policy Liabilities owed from and after the Effective Time that are due in respect of premiums collected and received with respect to the Reinsured Policies. The Ceding Company hereby designates the Administrator Reinsurer as “paying agent” to make such Producer Payments directly to the applicable Producers from and after the Effective Time in accordance with and subject Date (except to the terms hereinextent that AUSA or its Affiliates are making such Producer Payments pursuant to the Transition Services Agreement). The Ceding Company shall not modify or amend, or waive any of its rights under any Producer Agreements that relate to any Reinsured Policies, agree to any discretionary terms thereunder or enter into any new agreements with any Producers with respect to any of the Reinsured Policies, in each case, except with the Administrator’s prior written consent or at the Administrator’s instruction. The Ceding Company shall act at the AdministratorReinsurer’s written direction and expense to exercise all rights of the Ceding Company relating to the Reinsured Policies under the terms of the Producer Agreements, including any rights to suspend or terminate Producer Payments to such Producers for any reason or cause set forth in the Producer Agreements, and the Ceding Company hereby transfers and assigns to the Administrator all of its rights under such Producer Agreements, but in each case only to the extent such rights thereunder relate to the Reinsured Policies; provided, however, that the Administrator Reinsurer shall indemnify and hold harmless the Ceding Company for losses, damages, costs and expenses Losses arising out of any such action so directed requested by the Administrator Reinsurer. (b) As part of the Net Settlement, the Reinsurer shall pay to the Company from Producer Payments due to a Producer aggregate amounts equal to the agent debit balances, commission claw-backs, agent advances and taken agent loans maintained by the Ceding Company with respect to the applicable Producer and identified by the Company and the Reinsurer, provided that the Reinsurer shall no longer be required to pay such an amount in respect of any balance, claw-back, advance or loan that it acquires from the Company. The Reinsurer shall not be required to pay any such amounts paid to the Company under this Section 2.5(b) to a Producer pursuant to Section 2.5(a).

Producer Payments. In accordance with Section 2.8 of the Reinsurance Agreement, the Administrator The Reinsurer hereby assumes any and all liabilities and obligations the liability of the Ceding Company to make, and agrees that it shall be financially responsible for, all for Producer Payments constituting Policy Liabilities due in respect of premiums collected and received with by the Reinsurer under the Coinsured Policies for periods on or after the Coinsurance Effective Date. With respect to Producer Payments other than Dedicated Agent Commission Payments, the Reinsured Policies. The Ceding Company hereby designates the Administrator Reinsurer as “paying agent” to make such Producer Payments directly to the applicable Producers from and after the Effective Time in accordance with and subject Closing Date. With respect to the terms herein. The Dedicated Agent Commission Payments, the Reinsurer’s only obligation under this Agreement shall be to calculate and pay to the Ceding Company shall not modify or amend, or waive any of its rights under any Producer Agreements that relate to any Reinsured Policies, agree to any discretionary terms thereunder or enter into any new agreements with any Producers with respect to any the aggregate amount of the Reinsured PoliciesDedicated Agent Commission Payments. On and after the Closing Date, in each case, except with the Administrator’s prior written consent or at the Administrator’s instruction. The Ceding Company shall act at the AdministratorReinsurer’s written direction and expense cost to exercise all rights of the Ceding Company relating to the Reinsured Coinsured Policies under the terms of the Producer Agreements, including without limitation, any rights to suspend or terminate Producer Payments which relate to the Coinsured Policies to such Producers for any reason or cause set forth in the Producer Agreements, and provided that the Ceding Company hereby transfers shall be indemnified and assigns to held harmless by the Administrator all Reinsurer for any such actions taken at the Reinsurer’s direction. Any liability for Producer compensation not set forth in the forms of its rights under such Producer Agreements, but commission schedules identified on Schedule 3.7 of the Master Agreement or in each case only to the extent such rights thereunder relate to Dedicated Agent Commission Schedules shall remain the Reinsured Policies; providedobligation of the Ceding Company, however, that and the Administrator Reinsurer shall indemnify be indemnified and hold held harmless by the Ceding Company for lossesany compensation to Producers in excess of that set forth in the Producer Agreements, damages, costs and expenses arising out the commissions schedules identified on Schedule 3.7 of any such action so directed by the Administrator and taken by Master Agreement or the Ceding CompanyDedicated Agent Commission Schedules.