Common use of Renewal Rights Clause in Contracts

Renewal Rights. (a) Seller, FGWLA and CLAC shall provide to Purchaser on the Closing Date a true, complete and correct list of clients which have Insurance Contracts and Related Administered Contracts that are either in-force on the Closing Date or lapsed as of the Closing Date but subject to reinstatement. (b) In connection with the first policy anniversary or other renewal date of each Insurance Contract and the applicable Related Administered Contract on or after the Non-Renewal Date applicable to such Insurance Contract and Related Administered Contract with respect to which no renewal rate quote is outstanding on such date (or, with respect to such Insurance Contracts and Related Administered Contracts as remain in effect with Seller, FGWLA and CLAC subsequent to such Non-Renewal Date based on renewal rate quotes so outstanding, in connection with the next such policy anniversary or other renewal date), Purchaser shall send, on behalf of Seller, FGWLA and CLAC, as appropriate, (i) to each applicable Contractholder who does not have a Guaranteed Renewal Contract a written notice in a form reasonably acceptable to Seller, notifying such Contractholder of the termination of such Insurance Contract and Related Administered Contract by Seller, FGWLA or CLAC, as applicable, and encouraging such Contractholder to obtain replacement insurance and services with Purchaser and (ii) to each applicable Contractholder who has a Guaranteed Renewal Contract a written notice substantially in a form reasonably acceptable to Seller, encouraging such Contractholder to replace its Guaranteed Renewal Contract and Related Administered Contract with a new insurance policy and services agreement issued by Purchaser. (c) Purchaser shall, in connection with the first policy anniversary date or other renewal date on or after the Non-Renewal Date applicable to each Insurance Contract and the applicable Related Administered Contract with respect to which no renewal rate quote is outstanding on such date (or, with respect to such Insurance Contracts and Related Administered Contracts continued to be written by Seller, FGWLA and CLAC subsequent to such Non-Renewal Date for the reasons set forth in Section 3.01, in connection with the next such policy anniversary), offer to issue a replacement policy and a new services agreement on Purchaser’s forms and at Purchaser’s rates and subject to Purchaser’s underwriting criteria, and Purchaser shall make a good faith effort to place the same in effect. In connection with such replacements, Purchaser shall honor outstanding rate guarantees that are binding on Seller, FGWLA and CLAC. (d) From and after the applicable Non-Renewal Date, in connection with any Insurance Contract and applicable Related Administered Contract with respect to which renewal rate quotes or quotes for new business are outstanding on the applicable Non-Renewal Date, Purchaser and Seller, Purchaser and FGWLA or Purchaser and CLAC, as applicable, shall each use its commercially reasonable efforts to actively encourage Contractholders and prospective Contractholders to accept Purchaser in substitution for Seller, FGWLA and CLAC as the issuing carrier and service provider. In the event that a Contractholder or prospective Contractholder should decline to so accept Purchaser and accepts a continuation of its policy and service agreement issued by Seller, FGWLA or CLAC or a new policy and service agreement issued by Seller, FGWLA or CLAC, such policy and service agreement shall nevertheless be subject to the provisions of Section 3.02(b); for the avoidance of doubt, the provisions of Section 3.02(b) shall be applicable to such policy and service agreement on the first anniversary after the date of issuance of such policy and service agreement by Seller, FGWLA or CLAC. (e) From and after the Closing, upon the exercise of conversion rights with respect to health coverages under any Insurance Contract, Purchaser and Seller, Purchaser and FGWLA or Purchaser and CLAC, as applicable, shall each use its commercially reasonable efforts to actively encourage individuals exercising such rights to accept Purchaser in substitution for Seller, FGWLA and CLAC as the issuing carrier. For the avoidance of doubt, in the event that an individual should decline to so accept Purchaser the individual conversion policy issued by Seller, FGWLA or CLAC, as applicable, shall constitute an Insurance Contract hereunder and the provisions of Section 3.02(b) shall be applicable to such individual conversion policy on the first anniversary date of issuance of the individual conversion policy. (f) For Guaranteed Renewal Contracts or when otherwise required by law, the policy issued by Purchaser that replaces such Insurance Contract shall not, unless otherwise agreed by the applicable Contractholder, exclude from coverage any pre-existing condition occurring after the effective date of the Insurance Contract it replaced; provided, that such pre-existing condition did not preclude coverage under any such existing Insurance Contract. (g) Notwithstanding anything in this Agreement to the contrary, in no event shall Seller, FGWLA or CLAC be obligated under this Agreement to renew any Insurance Contract and applicable Related Administered Contract subsequent to the policy anniversary date of such Insurance Contract or Related Administered Contract following the applicable Non-Renewal Date or to send any notices to Contractholders or otherwise attempt to encourage Contractholders to obtain coverage or services with Purchaser after the second policy anniversary date after the applicable Non-Renewal Date. Notwithstanding the foregoing, Seller, FGWLA and CLAC shall continue to renew the Guaranteed Renewal Contracts for as long as is required pursuant to the terms of such contracts or applicable Law. (h) From and after the Closing Date, in connection with the renewal of the Insurance Contracts and Related Administered Contracts by Purchaser, Seller, FGWLA and CLAC shall: (i) not object to the cancellation, on a pro rata basis, subject to the consent of the insured, the Contractholder and/or agent thereof, of any existing Insurance Contract which Purchaser desires to write; (ii) subject to the Administrative Services Agreements, for two years after the applicable Non-Renewal Date, refrain from filing any withdrawal plans or notices with any insurance regulatory authorities in any state relating to withdrawal from any lines, kinds or classes of insurance business relating to the Insurance Contracts, except as set forth in Schedule 4.05(a)(ii), as required by a change in applicable Law following the date hereof or as requested by a Governmental Entity; (iii) subject to the Administrative Services Agreements, for two years after the applicable Non-Renewal Date, refrain from sending out notices of any kind, including notices under HIPAA, to the Contractholders or holders of Administered Contracts relating to withdrawal from any lines, kinds or classes of insurance business, except as set forth in Schedule 4.05(a)(ii), as required by a change in applicable Law following the date hereof or as requested by a Governmental Entity; (iv) (1) consult with Purchaser regarding any withdrawal plan or similar filing with a Governmental Entity that Seller, FGWLA or CLAC may wish to file as permitted by the foregoing clauses, and (2) make any such filing in a form reasonably satisfactory to Purchaser, and at a time and in a manner designed to minimize, to the extent practicable, any disruption to the conduct of the Business by Purchaser, including the renewal of the Insurance Contracts and Related Administered Contracts; and (v) cooperate with Purchaser in identifying and making available to Purchaser the form filing files and related regulatory approvals of Seller, FGWLA and CLAC with respect to the Business and assist Purchaser in all reasonable respects in making “me-too” or similar filings of policy forms of the types included in the Business. (i) Seller, FGWLA and CLAC agree that the intent of this Article III is to convey to Purchaser on an exclusive basis all of Seller’s, FGWLA’s and CLAC’s rights, title and interest in the rights to renew the Insurance Contracts and the Related Administered Contracts. Seller, FGWLA and CLAC shall not retain any such renewal rights and shall not sell, assign, transfer or facilitate the transfer of such rights to any third party other than Purchaser.

Renewal Rights. (a) SellerUpon the terms and subject to the conditions set forth in this Agreement, FGWLA at any time following the Closing Date, Buyer shall be entitled to and CLAC shall provide may, in connection with the first expiration, renewal, or anniversary date of each In-Force Policy (and, with respect to Purchaser In-Force Policies with renewal rate quotes outstanding on the Closing Date or that are otherwise renewed by a trueRenewal Rights Seller after the Closing Date, the next expiration, renewal or anniversary date of each In-Force Policy), solicit, quote, bind, write and/or issue, or cause to be solicited, quoted, bound, written and/or issued to any policyholder prior to or upon the expiration, cancellation or non-renewal of such In-Force Policy, policies or other evidences of insurance coverage on the policy forms of the applicable Permitted Designee, subject in each case to Applicable Law and the rights of policyholders. (b) Effective from and after the Closing Date, the Renewal Rights Sellers shall (i) cease renewing the In-Force Policies and (ii) not write or renew any Insurance Policy in connection with the Business that would have been a Subject Policy if in force on the Closing Date, except (A) pursuant to a renewal offer required under Applicable Law, (B) to honor a quote outstanding on the Closing Date or (C) Accommodation Policies, in each case written by a Tower Reinsurer in accordance with the terms of the Acquired Business Administrative Services Agreements. (c) Sellers shall provide to Buyer at the Closing a complete and correct list of clients which have Insurance Contracts and Related Administered Contracts that are either inall of the In-force on the Closing Date or lapsed Force Policies as of the last day of the month immediately preceding the month in which the Closing Date but subject to reinstatement. (b) In connection with the first policy anniversary or other renewal date of each Insurance Contract occurs and the applicable Related Administered Contract all In-Force Policies that have been written on or after the Non-Renewal Date applicable to such Insurance Contract and Related Administered Contract with respect to which no renewal rate quote is outstanding on before such date (orbut with policy inception dates thereafter, along with respect to details identifying such Insurance Contracts and Related Administered Contracts as remain in effect with Seller, FGWLA and CLAC subsequent to such NonIn-Renewal Date based on renewal rate quotes so outstanding, in connection with the next such policy anniversary or other renewal date), Purchaser shall send, on behalf of Seller, FGWLA and CLAC, as appropriate, (i) to each applicable Contractholder who does not have a Guaranteed Renewal Contract a written notice Force Policies in a form reasonably acceptable to Seller, notifying such Contractholder Buyer (including a listing of the termination producer, the named insured, the policy number, the effective date, the type of such Insurance Contract and Related Administered Contract by Seller, FGWLA or CLAC, as applicable, and encouraging such Contractholder to obtain replacement insurance and services with Purchaser and (ii) to each applicable Contractholder who has a Guaranteed Renewal Contract a written notice substantially in a form reasonably acceptable to Seller, encouraging such Contractholder to replace its Guaranteed Renewal Contract and Related Administered Contract with a new insurance policy and services agreement issued by Purchaserthe premium). (cd) Purchaser shallWith respect to each In-Force Policy, Buyer may, in connection with the first policy anniversary date or other renewal date on or occurring after the Non-Closing Date, in compliance with all Applicable Laws and in accordance with the terms of Acquired Business Administrative Services Agreements, cause the appropriate Renewal Date applicable Rights Seller to send to each Insurance Contract and Policyholder of an In-Force Policy that is selected by Buyer a written notice in the form agreed by the parties notifying such Policyholder of the non-renewal of such In-Force Policy by the applicable Related Administered Contract with respect Renewal Rights Seller. The Renewal Rights Sellers shall send a copy of such non-renewal notice to which no renewal rate quote is outstanding on the insurance agent appointed by such date (orPolicyholder and, with respect as directed by Buyer, shall send a notice to such Insurance Contracts agent in a form mutually agreeable to the parties informing such agent of the availability of replacement insurance from a Permitted Designee and Related Administered Contracts continued encouraging such agent to be written by Seller, FGWLA and CLAC subsequent to place such Non-Renewal Date for the reasons set forth in Section 3.01insurance with a Permitted Designee. Buyer shall also, in connection with the next such first policy anniversary), offer to issue a replacement policy and a new services agreement on Purchaser’s forms and at Purchaser’s rates and subject to Purchaser’s underwriting criteria, and Purchaser shall make a good faith effort to place the same in effect. In connection with such replacements, Purchaser shall honor outstanding rate guarantees that are binding on Seller, FGWLA and CLAC. (d) From and anniversary date occurring after the applicable Non-Renewal Closing Date, in connection compliance with any Insurance Contract all Applicable Law and applicable Related Administered Contract in accordance with respect the terms of the Acquired Business Administrative Services Agreements, cause the appropriate Renewal Rights Seller to which send to each Policyholder of an In-Force Policy that was not selected by Buyer pursuant to the first sentence of this Section 2.4(d) a written notice in the form agreed by the parties notifying such Policyholder of the non-renewal rate quotes or quotes for new business are outstanding on of such In-Force Policy by the applicable Non-Renewal Date, Purchaser and Rights Seller, Purchaser and FGWLA or Purchaser and CLAC, as applicable, shall each use its commercially reasonable efforts to actively encourage Contractholders and prospective Contractholders to accept Purchaser in substitution for Seller, FGWLA and CLAC as the issuing carrier and service provider. In the event that any notice of non-renewal with respect to an In-Force Policy cannot be sent due to requirements of Applicable Law and such In-Force Policy is renewed by a Contractholder or prospective Contractholder should decline Renewal Rights Seller pursuant to so accept Purchaser and accepts a continuation of its policy and service agreement issued by Seller, FGWLA or CLAC or a new policy and service agreement issued by Seller, FGWLA or CLACSection 2.4(b), such policy renewal Insurance Policy will be reinsured pursuant to the Acquired Business Reinsurance Agreements, administered pursuant to the Acquired Business Administrative Services Agreements and service agreement shall nevertheless be subject to the provisions of this Section 3.02(b); for the avoidance of doubt, the provisions of Section 3.02(b) shall be applicable 2.4 with respect to such policy and service agreement on the first policy anniversary after the date of issuance of such policy and service agreement Insurance Policy. The applicable Renewal Rights Sellers shall otherwise cooperate with Buyer as reasonably requested by Seller, FGWLA or CLACBuyer to facilitate Buyer’s exercise of its Renewal Rights hereunder. (e) From It is acknowledged and after the Closingagreed that neither Buyer, upon the exercise any Permitted Designee nor any other Affiliate of conversion rights with respect Buyer is required to health coverages under offer insurance coverage to all Policyholders of In-Force Policies, any Insurance Contract, Purchaser and Seller, Purchaser and FGWLA particular Policyholder of an In-Force Policy or Purchaser and CLAC, as applicable, shall each use its commercially reasonable efforts to actively encourage individuals exercising such rights to accept Purchaser in substitution for Seller, FGWLA and CLAC as the issuing carrierany minimum percentage of Policyholders of In-Force Policies. For the avoidance of doubt, in the event that an individual should decline to so accept Purchaser the individual conversion policy issued by Seller, FGWLA or CLAC, as applicable, shall constitute an Insurance Contract hereunder Buyer and the provisions Permitted Designees will apply their own underwriting judgment and premium rates to the replacement of Section 3.02(b) shall be applicable to such individual conversion policy on the first anniversary date of issuance of the individual conversion policyIn-Force Policies as they determine are appropriate in their sole discretion. (f) For Guaranteed Renewal Contracts or when otherwise required by law, the policy issued by Purchaser that replaces such Insurance Contract shall not, unless otherwise agreed by the applicable Contractholder, exclude from coverage any pre-existing condition occurring after the effective date of the Insurance Contract it replaced; provided, that such pre-existing condition did not preclude coverage under any such existing Insurance Contract. (g) Notwithstanding anything in this Agreement to the contrary, in no event shall Seller, FGWLA or CLAC be obligated under this Agreement to renew any Insurance Contract and applicable Related Administered Contract subsequent to the policy anniversary date of such Insurance Contract or Related Administered Contract following the applicable Non-Renewal Date or to send any notices to Contractholders or otherwise attempt to encourage Contractholders to obtain coverage or services with Purchaser after the second policy anniversary date after the applicable Non-Renewal Date. Notwithstanding the foregoing, Seller, FGWLA and CLAC shall continue to renew the Guaranteed Renewal Contracts for as long as is required pursuant to the terms of such contracts or applicable Law. (h) From and after the Closing Date, in connection accordance with Applicable Law and the terms of the relevant agency agreements, the Renewal Rights Sellers shall modify the agency contracts to terminate and cause their Affiliates (other than the Companies) to modify the agency contracts to terminate their agency appointments, with respect only to insurance products constituting a part of the Business, with the renewal of the Insurance Contracts and Related Administered Contracts by Purchaser, Seller, FGWLA and CLAC shall: (i) not object to the cancellation, on a pro rata basis, subject to the consent of the insured, the Contractholder and/or agent thereof, of any existing Insurance Contract which Purchaser desires to write; (ii) subject to the Administrative Services Agreements, for two years after the applicable Nonagents that have placed In-Renewal Date, refrain from filing any withdrawal plans or notices with any insurance regulatory authorities in any state relating to withdrawal from any lines, kinds or classes of insurance business relating to the Insurance Contracts, except as set forth in Schedule 4.05(a)(ii), as required by a change in applicable Law following the date hereof or as requested by a Governmental Entity; (iii) subject to the Administrative Services Agreements, for two years after the applicable Non-Renewal Date, refrain from sending out notices of any kind, including notices under HIPAA, to the Contractholders or holders of Administered Contracts relating to withdrawal from any lines, kinds or classes of insurance business, except as set forth in Schedule 4.05(a)(ii), as required by a change in applicable Law following the date hereof or as requested by a Governmental Entity; (iv) (1) consult with Purchaser regarding any withdrawal plan or similar filing with a Governmental Entity that Seller, FGWLA or CLAC may wish to file as permitted by the foregoing clausesForce Policies, and (2) make any to assist Buyer in contracting directly with such filing in a form reasonably satisfactory to Purchaser, and at a time and in a manner designed to minimize, to the extent practicable, any disruption to the conduct of the Business by Purchaser, including the renewal of the Insurance Contracts and Related Administered Contracts; and (v) cooperate with Purchaser in identifying and making available to Purchaser the form filing files and related regulatory approvals of Seller, FGWLA and CLAC with respect to the Business and assist Purchaser in all reasonable respects in making “me-too” or similar filings of policy forms of the types included in the Businessagents as Buyer may select. (i) Seller, FGWLA and CLAC agree that the intent of this Article III is to convey to Purchaser on an exclusive basis all of Seller’s, FGWLA’s and CLAC’s rights, title and interest in the rights to renew the Insurance Contracts and the Related Administered Contracts. Seller, FGWLA and CLAC shall not retain any such renewal rights and shall not sell, assign, transfer or facilitate the transfer of such rights to any third party other than Purchaser.