Waiver of Duty of Utmost Good Faith. Each party absolutely and irrevocably waives resort to the duty of “utmost good faith” or any similar principle in connection with the negotiation or execution of this Agreement. Notwithstanding anything in this Agreement to the contrary, each party agrees that it does not waive the duty of “utmost good faith” or any similar principle relating to the conduct of the parties after the Effective Time.
Waiver of Duty of Utmost Good Faith. In recognition that each Party has consummated the transactions contemplated by this Agreement, based on mutually negotiated representations, warranties, covenants, remedies and other terms and conditions as are fully set forth herein and therein, the Ceding Company and Reinsurer absolutely and irrevocably waives resort to the duty of "utmost good faith" or any similar principle in connection with the formation or performance of this Agreement.
Waiver of Duty of Utmost Good Faith. In recognition that each Party has consummated the transactions contemplated by this Agreement and the Transaction Agreements to which it is a party, based on mutually negotiated representations, warranties, covenants, remedies and other terms and conditions as are fully set forth herein and therein, the Ceding Company and the Reinsurer absolutely and irrevocably waive resort to the duty of “utmost good faith” or any similar principle in connection with the formation or performance of this Agreement.
Waiver of Duty of Utmost Good Faith. With respect to the reinsurance relationships and transactions among the parties and their Affiliates contemplated by this Agreement and the other Transaction Agreements, each party absolutely and irrevocably waives resort to the duty of “utmost good faith” or any similar principle; provided, however, that following any termination of the Administrative Services Agreement as contemplated in Section 3.8, the duty of “utmost good faith” and any similar principle shall, thereafter, apply to the transactions contemplated by this Agreement with respect to conduct after such termination. DAC TAX ADJUSTMENTDAC Tax Adjustment . To the extent that Section 848 of the Code and corresponding Regulation 1.848-2 are applicable to the Reinsured Contracts, the Ceding Company and the Reinsurer hereby make the joint election provided for in Regulation 1.848-2(g)(8) (the “DAC Tax Election”) and agree as follows: The Parties will attach a schedule to their respective U.S. federal income tax returns identifying this Agreement as a reinsurance agreement for which the DAC Tax Election has been made. Such schedule shall be attached to each Party’s U.S. federal income tax return filed for the first taxable year ending after the DAC Tax Election becomes effective. The Party with the net positive consideration for this Agreement for each taxable year will capitalize specified policy acquisition expenses with respect to this Agreement without regard to the general deductions limitation of Section 848(c)(1) of the Code. Both Parties to this Agreement agree to exchange information pertaining to the amount of the net consideration under this Agreement each year to ensure consistency or as otherwise required by the Internal Revenue Service. The DAC Tax Election shall be effective for the first taxable year in which this Agreement is effective and for all years for which this Agreement remains in effect.
Waiver of Duty of Utmost Good Faith. In recognition that each Party has consummated the transactions contemplated by this Agreement and the Transaction Agreements to which it is a party, based on mutually negotiated representations, warranties, covenants, remedies and other terms and conditions as are fully set forth herein and therein, the Ceding Company and the Reinsurer absolutely and irrevocably waive resort to the duty of “utmost good faith” or any similar principle in connection with the cession of liabilities from the Ceding Company to the Reinsurer as of the Effective Time; provided, however, that the Reinsurer reserves all of its rights and remedies in respect of any such duty of utmost good faith or similar duty of disclosure of the Ceding Company arising after the Effective Time to the extent information relating to the liabilities reinsured hereunder has not been disclosed, or is not otherwise available to the Reinsurer, including in its capacity as Administrator, or any of its designees or agents.
Waiver of Duty of Utmost Good Faith. With respect to the reinsurance relationships and transactions among the parties and their Affiliates contemplated by this Agreement, the Master Agreement and the other Ancillary Agreements, each party absolutely and irrevocably waives resort to the duty of “utmost good faith” or any similar principle in connection with the negotiation or execution of this Agreement, the Master Agreement and the other Ancillary Agreements. Notwithstanding anything in this Agreement, the Master Agreement or the other Ancillary Agreements to the contrary, each party agrees that it does not waive any such duty of “utmost good faith” or any similar principle relating to the conduct of the parties after the Closing.
Waiver of Duty of Utmost Good Faith. Other than in connection with claims or counterclaims of, or causes of action arising from fraud, each Party absolutely and irrevocably waives resort to the duty of “utmost good faith” or any similar principle of heightened disclosure or fiduciary duties in connection with the negotiation and/or execution of this Agreement and the Ancillary Agreements. Notwithstanding anything in this Agreement or the Ancillary Agreements to the contrary, each Party agrees that it does not waive the duty of “utmost good faith” or any similar principle of heightened disclosure or fiduciary duties relating to the conduct of the Parties after the date hereof.
Waiver of Duty of Utmost Good Faith. In recognition that each Party has consummated the transactions contemplated by this Agreement and the Transaction Agreements to which it is a party, based on mutually negotiated representations, warranties, covenants, remedies and other terms and conditions as are fully set forth herein and therein, the Ceding Company and the Reinsurer absolutely and irrevocably waive resort to the duty of "utmost good faith" or any similar principle in connection with the cession of liabilities from the Ceding Company to the Reinsurer as of the Effective Time; PROVIDED, HOWEVER, that the Reinsurer reserves all of its rights and remedies in respect of any such duty of utmost good faith or similar duty of disclosure of the Ceding Company arising after the Effective Time to the extent information relating to the liabilities reinsured hereunder has not been disclosed, or is not otherwise available to the Reinsurer, including in its capacity as Administrator, or any of its designees or agents.
Waiver of Duty of Utmost Good Faith. In recognition that each party has or will be consummating the transactions contemplated by this Agreement and the Ancillary Agreements to which it is a party, based on mutually negotiated representations, warranties, covenants, remedies and other terms and conditions as are fully set forth herein and therein, Seller and Buyer absolutely and irrevocably waive resort to the duty of “utmost good faith” or any similar principle of disclosure in connection with the negotiation, execution or formation of each of this Agreement and the Ancillary Agreements. Each party agrees that it does not waive the duty of “utmost good faith” or any similar principle relating to the conduct of the parties after the Closing Date. 50213729.30
Waiver of Duty of Utmost Good Faith. Each Party absolutely and irrevocably waives resort to the duty of “utmost good faith” or any similar principle in connection with the negotiation or execution of this Reinsurance Agreement. The Reinsurer acknowledges and agrees that it is entering into this Reinsurance Agreement notwithstanding the existence or substance of any information not disclosed to it by the Reinsured and that, except to the extent covered by an express representation or warranty contained in this Reinsurance Agreement, the Reinsurer is assuming the risk of the existence and substance of any such information. Notwithstanding anything in this Reinsurance Agreement to the contrary, each Party agrees that it does not waive the duty of “utmost good faith” or any similar principle relating to the conduct of the Parties after the Inception Date.
