Reinsured Policies. In all instances as they relate to the Reinsured Policies:
(i) The Ceding Company shall not, and shall cause its Affiliates not to (A) change agent commission and compensation schedules, (B) adopt or implement any program that is expected to result in an increase in lapses, exchanges, replacements or Conversions under the Reinsured Policies or (C) change coverage options or premiums (except as contemplated by Section 17.2(g) hereof), including coverage options for End of Term Conversions, in each case under (A), (B) and (C) without notifying the Reinsurer in advance of any such action and obtaining the Reinsurer’s prior written consent (which shall not be unreasonably withheld or delayed).
(ii) The Ceding Company and the Reinsurer shall reasonably cooperate on any proposals for pricing or coverage changes proposed by either Party, including making any rate and form filings or other regulatory filings that impact pricing or premiums under the Reinsured Policies provided, however, the Ceding Company shall have final approval authority in its discretion over any proposal brought by the Reinsurer pursuant to this Section 17.2(b)(ii).
(iii) The Ceding Company shall notify the Reinsurer of any information known to the Ceding Company, including any third party or regulatory actions and management decisions reasonably anticipated to adversely and materially impact the economics of the Reinsured Policies for the Reinsurer. Such notification shall be made within five (5) Business Days after the information becomes known to the Ceding Company. The Parties agree and acknowledge that the Ceding Company’s relationship with the Reinsurer shall in all respects be governed by a duty of utmost good faith. At all times during the term of this Agreement, the Ceding Company shall (i) administer, manage and oversee the Reinsured Policies and the Covered Liabilities, and (ii) perform all its obligations to the Reinsurer under this Agreement, in a manner consistent with its utmost good faith obligations.
Reinsured Policies. With respect to each Reinsured Policy, to the knowledge of Aspen and Aspen Parent, (i) the applicable issuing insurance company or entity is not in default under such Reinsured Policy in any material respect and no event has occurred which would create such a default by such company or entity under such Reinsured Policy (it being understood that claims under the Reinsured Policies that are the subject of a good faith dispute shall not constitute defaults under the Reinsured Policies for the purposes of this Section 11.1(j)) and (ii) such Reinsured Policy was issued in compliance in all material respects with Applicable Law. To the knowledge of Aspen and Aspen Parent, there are no material pending or threatened disputes with respect to the validity of any Reinsured Policy.
Reinsured Policies. With respect to each Reinsured Policy, to the knowledge of Maiden and Maiden Insurance, (i) the applicable Original Cedent is not in default under such Reinsured Policy in any material respect and no event has occurred which would create such a default by such Original Cedent under such Reinsured Policy (it being understood that claims under the Reinsured Policies that are the subject of a good faith dispute shall not constitute defaults under the Reinsured Policies for the purposes of this Section 3.12) and (ii) such Reinsured Policy was issued in compliance in all material respects with Applicable Law. To the knowledge of Maiden and Maiden Insurance, there are no material pending or threatened disputes with respect to the validity of any Reinsured Policy.
Reinsured Policies. Beginning on October 6, 2008 (the "Coverage Commencement Date") and continuing until this Agreement is terminated, the Ceding Company will automatically cede to Generali USA and Generali USA will reinsure the specified portion of the life insurance risk as set forth on Schedule A entitled "Basis of Risk"; arising under the insurance policies, riders and supplementary benefits listed in Schedule A (the "Underlying Policies"), up to the "Automatic Binding Limits" shown in Schedule A, provided that the following conditions and limitations are met. Such policies meeting all of these requirements being the "Reinsured Policies".
Reinsured Policies. Cedant has provided Reinsurer with true, correct and complete copies of all Reinsured Policy forms, including, without limitation, any and all state variations, riders and other related forms. All such forms and the jurisdictions in which such forms are authorized for issuance are set forth on Schedule 1.01 hereto. The Reinsured Policies now in force are in all respects, to the extent required under Applicable Law, on forms approved by applicable insurance regulatory authorities or which have been filed and not objected to by such authorities within the period provided for objection and such forms comply in all material respects with Applicable Laws.
Reinsured Policies. In all instances as they relate to the Reinsured Policies:
(i) The Ceding Company shall not, and shall cause its Affiliates not to (A) change agent commission and compensation schedules, (B) adopt or implement any program that is expected to result in a material increase in lapses, exchanges, replacements or Conversions under the Reinsured Policies or
Reinsured Policies. This Agreement shall cover all Policies written by the Company that meet the following conditions (collectively, hereinafter referred to as “Reinsured Policies”):
Reinsured Policies. Beginning on January 1, 2006, (the "Coverage Commencement Date") and continuing until this Agreement is terminated, the Ceding Company will automatically cede to the Generali USA and Generali USA will reinsure: (w) the specified portion of the life insurance risk as set forth on Schedule A entitled "Quota Share in Excess of Retention"; (x) arising under the insurance policies, riders and supplementary benefits listed in Schedule A (the "Underlying Policies"), (y) up to the "Automatic Binding Limits" shown in Schedule A and (z) that meet the following conditions and limitations, such policies meeting all of these requirements being the "Reinsured Policies".
1. The insured, at the time of the application, must be a permanent resident of the United States or Canada and such other countries as the parties may specify in Schedule A.
2. The Ceding Company must keep that portion of an Underlying Policy's risk specified in Retention Schedule (Exhibit 1) for each life. Further, the Ceding Company must continue to retain risk on such insured life until its "NI" amount of "Retention" on the applicant life has been retained.
3. The Ceding Company has underwritten the Underlying Policy in material compliance with the underwriting guidelines and polices that have been adopted by the Ceding Company, and are in use on the Coverage Commencement Date (for purposes of clarity, the Affiliate has adopted the guidelines and procedures used by the Ceding Company; hereinafter referred to as the "Underwriting Guidelines"), excerpts of which are shown in Exhibit IA. Material changes to the Underwriting Guidelines must be approved by Generali USA prior to being used to underwrite Underlying Policies.
4. The total of the new ultimate amount of reinsurance required, including contractual increases, plus the amount already reinsured on the applicant life under this Agreement and all other reinsurance agreements between Generali USA and the Ceding Company, does not exceed the "Automatic Binding Limits" set out in Schedule A.
5. The amount of life insurance inform in all companies, including any coverage to be replaced plus the amount currently applied for on the applicant life in all companies, does not exceed the "Jumbo Limit" specified in Schedule A.
6. The application is for a life that has not been submitted facultatively to Generali USA or any other reinsurer within the last three (3) years, unless the mason for the prior facultative submxxxxxn was solely for capacity that may now ...
Reinsured Policies. 3 Section 4.
Reinsured Policies. As of the Reinsurance Closing Date (as defined in Section 23), the Reinsurer shall be the successor to FCL under the Reinsured Policies as if the Reinsured Policies were direct obligations of the Reinsurer, and the Reinsurer hereby assumes full and complete liability for:
(i) the payment of all claims for benefits under the Reinsured Policies incurred on or after the Reinsurance Closing Date;
(ii) the payment of all claims for benefits under the Reinsured Policies incurred prior to the Reinsurance Closing Date, but not yet paid (reported or not);
(iii) the payment of cash surrender values not made by the Reinsurance Closing Date under any of the Reinsured Policies surrendered before the Reinsurance Closing Date;
(iv) refunds of premiums paid in advance in respect of the Reinsured Policies;
(v) refunds of unearned premiums in respect of the Reinsured Policies;
(vi) the obligations, if any, under Article 6 of the Rehabilitation Agreement to distribute the Credit to the FCL Restructured Contracts of the Eligible Holders; and
(vii) the obligations, if any, under Section 17.4.3 of the Rehabilitation Agreement to distribute to the FCL Restructured Contracts of the Eligible Holders (collectively, the "Policy and Claims Liabilities").
