Contract Changes or Reserve Assumption Changes Sample Clauses

Contract Changes or Reserve Assumption Changes. The Company, on its own initiative, shall not change (i) the terms and conditions of any Reinsured Policies or (ii) the assumptions, including the statutory reserve accumulation rate assumption, used by the Company to establish the Reserves and Liabilities with respect to such Reinsured Policies. The Reinsurer shall share proportionately in any change in contract or in Reserves and Liabilities required by any regulatory authority having jurisdiction over the Company in the ordinary course of exercising its powers or otherwise required by law and in any such changes made by the Company and consented to by the Reinsurer.
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Contract Changes or Reserve Assumption Changes. The Company shall not change (a) the terms and conditions of any Coinsured Policies, or (b) the assumptions, including the statutory Reserve rate assumptions, used by the Company to establish the Reserves and Liabilities with respect to such Coinsured Policies without the prior written approval of the Reinsurer as to such change, except for changes required by any regulatory authority having jurisdiction over the Coinsured Policies or as otherwise required by law. In the event that the foregoing terms and conditions or assumptions, as the case may be, are required to be changed by any regulatory authority having jurisdiction over the Coinsured Policies, or as otherwise required by law, the Company shall immediately notify the Reinsurer of such required changes.
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Contract Changes or Reserve Assumption Changes. Cedent, on its own initiative, shall not change (a) the terms and conditions of any Coinsured Contracts or (b) the assumptions and methods used by Cedent to establish the General Account Reserves. Reinsurer shall share proportionately, on a 100% coinsurance basis, in any changes in the terms or conditions of any Coinsured Contracts or changes in the assumptions and methods used to establish the General Account Reserves, whether effected by Reinsurer or its Affiliates acting pursuant to this Agreement or otherwise or by reason of the requirements of any regulatory authority having jurisdiction over Cedent or otherwise required by law or by Connecticut SAP, provided that prior to effectuating any such change Cedent shall promptly notify Reinsurer of such proposed change.
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Contract Changes or Reserve Assumption Changes. Cedent, on its own initiative, shall not change (a) the terms and conditions of any Coinsured Contracts or (b) the assumptions and methods used by Cedent to establish the General Account Reserves. Reinsurer shall share proportionately, on a 100% coinsurance basis, in any changes in the terms or conditions of any Coinsured Contracts or changes in the assumptions and methods used to establish the General Account Reserves, whether effected by Reinsurer acting pursuant to the Cedent Administrative Services Agreement or by reason of the requirements of any regulatory authority having jurisdiction over Cedent or otherwise required by law or by Connecticut SAP, provided that prior to effectuating any such change Cedent shall promptly notify Reinsurer of such proposed change and afford Reinsurer the opportunity, to the extent practical under applicable law, to object to such change under applicable administrative procedures (both formal and informal).
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Contract Changes or Reserve Assumption Changes. Seller, on its own initiative, shall not change (a) the terms and conditions of any Insurance Contracts or (b) the assumptions and methods used by Seller to establish the General Account Reserves. Purchaser shall share proportionately, on a 100% coinsurance basis, in any contract changes or changes in the assumptions and methods used to establish the General Account Reserves that are required by any regulatory authority having jurisdiction over Seller in the ordinary course of such authority's exercise of its powers or otherwise required by law, provided that prior to effectuating any such change Seller shall promptly notify Purchaser of such proposed change and afford Purchaser the opportunity, to the extent practical under applicable law, to object to such change under applicable administrative procedures (both formal and informal).
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Contract Changes or Reserve Assumption Changes. Seller, on its own initiative, shall not change (a) the terms and conditions of any Insurance Contracts or (b) the assumptions and methods used by Seller to establish the General Account Reserves. LLANY shall share proportionately, on a 100% coinsurance basis, in any contract changes or changes in the assumptions and methods used to establish the General Account Reserves that are required by any regulatory authority having jurisdiction over Seller or that are otherwise required by law, provided that prior to effectuating any such change Seller shall promptly notify LLANY of such proposed change.
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Contract Changes or Reserve Assumption Changes. UNUM, ---------------------------------------------- on its own initiative, shall not change (a) the terms and conditions of any Coinsured Contracts or (b) the assumptions and methods used by UNUM to establish the General Account Reserves. Lincoln shall share proportionately, on a 100% coinsurance basis, in any contract changes or changes in the assumptions and methods used to establish the General Account Reserves that are required by any regulatory authority having jurisdiction over UNUM in the ordinary course of such authority's exercise of its powers or otherwise required by law, provided that prior to effectuating any such change UNUM shall promptly notify Lincoln of such proposed change and afford Lincoln the opportunity, to the extent practical under applicable law, to object to such change under applicable administrative procedures (both formal and informal).
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Contract Changes or Reserve Assumption Changes. Cedent, on its own initiative, shall not change (a) the terms and conditions of any Coinsured Contracts or (b) the assumptions and methods used by Cedent to establish the General Account Reserves. Reinsurer shall share proportionately, on a 100% coinsurance basis, in any changes in the terms or conditions of any Coinsured Contracts or changes in the assumptions and methods used to establish the General Account Reserves, whether effected by Reinsurer acting pursuant to the Administrative Services Agreement or by reason of the requirements of any regulatory authority having jurisdiction over Cedent or otherwise required by law, provided that prior to effectuating any such change Cedent shall promptly notify Reinsurer of such proposed change and afford Reinsurer the opportunity, to the extent practical under applicable law, to object to such change under applicable administrative procedures (both formal and informal).
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Related to Contract Changes or Reserve Assumption Changes

  • Enforcement of Due-on-Sale Clauses; Assumption and Modification Agreements; Certain Assignments (a) When any Mortgaged Property is conveyed by the Mortgagor, the Master Servicer or Subservicer, to the extent it has knowledge of such conveyance, shall enforce any due-on-sale clause contained in any Mortgage Note or Mortgage, to the extent permitted under applicable law and governmental regulations, but only to the extent that such enforcement will not adversely affect or jeopardize coverage under any Required Insurance Policy. Notwithstanding the foregoing:

  • Successors, Assumption of Contract This Agreement is personal to the Executive and may not be assigned by the Executive without the written consent of the Company. However, to the extent that rights or benefits under this Agreement otherwise survive the Executive’s death, the Executive’s heirs and estate shall succeed to such rights and benefits pursuant to the Executive’s will or the laws of descent and distribution; provided that the Executive shall have the right at any time and from time to time, by notice delivered to the Company, to designate or to change the beneficiary or beneficiaries with respect to such benefits. This Agreement shall be binding upon and inure to the benefit of the Company and any successor of the Company, subject to the following:

  • Enforcement of Due-On-Sale Clauses; Assumption Agreements (a) Except as otherwise provided in this Section, when any property subject to a Mortgage has been conveyed by the Mortgagor, the Master Servicer shall to the extent that it has knowledge of such conveyance, enforce any due-on-sale clause contained in any Mortgage Note or Mortgage, to the extent permitted under applicable law and governmental regulations, but only to the extent that such enforcement will not adversely affect or jeopardize coverage under any Required Insurance Policy. Notwithstanding the foregoing, the Master Servicer is not required to exercise such rights with respect to a Mortgage Loan if the Person to whom the related Mortgaged Property has been conveyed or is proposed to be conveyed satisfies the terms and conditions contained in the Mortgage Note and Mortgage related thereto and the consent of the mortgagee under such Mortgage Note or Mortgage is not otherwise so required under such Mortgage Note or Mortgage as a condition to such transfer. In the event that the Master Servicer is prohibited by law from enforcing any such due-on-sale clause, or if coverage under any Required Insurance Policy would be adversely affected, or if nonenforcement is otherwise permitted hereunder, the Master Servicer is authorized, subject to Section 3.10(b), to take or enter into an assumption and modification agreement from or with the person to whom such property has been or is about to be conveyed, pursuant to which such person becomes liable under the Mortgage Note and, unless prohibited by applicable state law, the Mortgagor remains liable thereon, provided that the Mortgage Loan shall continue to be covered (if so covered before the Master Servicer enters such agreement) by the applicable Required Insurance Policies. The Master Servicer, subject to Section 3.10(b), is also authorized with the prior approval of the insurers under any Required Insurance Policies to enter into a substitution of liability agreement with such Person, pursuant to which the original Mortgagor is released from liability and such Person is substituted as Mortgagor and becomes liable under the Mortgage Note. Notwithstanding the foregoing, the Master Servicer shall not be deemed to be in default under this Section by reason of any transfer or assumption which the Master Servicer reasonably believes it is restricted by law from preventing, for any reason whatsoever.

  • Due-on-Sale Clauses; Assumption Agreements To the extent provided in the applicable Servicing Agreement, to the extent Mortgage Loans contain enforceable due-on-sale clauses, the Master Servicer shall cause the Servicers to enforce such clauses in accordance with the applicable Servicing Agreement. If applicable law prohibits the enforcement of a due-on-sale clause or such clause is otherwise not enforced in accordance with the applicable Servicing Agreement, and, as a consequence, a Mortgage Loan is assumed, the original Mortgagor may be released from liability in accordance with the applicable Servicing Agreement.

  • Non-Assumption of Liabilities Except as explicitly set ----------------------------- forth in Section 1.7 above, Purchasers shall not, by the execution and performance of this Agreement or otherwise, assume, become responsible for, or incur any liability or obligation of any nature of the Company, whether legal or equitable, matured or contingent, known or unknown, foreseen or unforeseen, ordinary or extraordinary, patent or latent, whether arising out of occurrences prior to, at, or after the date of this Agreement, including, without limiting the generality of the foregoing, any liability or obligation arising out of or relating to: (a) any occurrence or circumstance (whether known or unknown) which occurs or exists on or prior to the Closing Date and constitutes, or which by the lapse of time or giving notice (or both) would constitute, a breach or default under any lease, contract, or other instrument or agreement or obligation (whether written or oral); (b) injury to or death of any person or damage to or destruction of any property, whether based on negligence, breach of warranty, or any other theory; (c) violation of the requirements of any governmental authority or of the rights of any third person, including, without limitation, any requirements relating to the reporting and payment of federal, state, local or other income, sales, use, franchise, excise or property tax liabilities of Sellers; (d) the generation, collection, transportation, storage or disposal by the Company of any materials, including, without limitation, hazardous materials; (f) any severance pay obligation of the Company, compensation owed employees of the Company for periods prior to the Closing Date, or any obligations under any employee benefit plan (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended) or any other fringe benefit program maintained or sponsored by Company or to which any of the Company contributes or any contributions, benefits or liabilities therefor or any liability for the withdrawal or partial withdrawal from or termination of any such plan or program by the Company; (g) the debts and obligations of the Company, except for the Assumed Liabilities; (h) any violation by the Company of any law, including, without limitation, any federal, state or local antitrust, racketeering or trade practice law; and (i) liabilities or obligations of the Sellers for brokerage or other commissions relative to this Agreement or the transactions contemplated hereunder.

  • Financial Officer’s Certificate Regarding Collateral Concurrently with any delivery of financial statements under Section 5.01(a), a certificate of a Financial Officer setting forth the information required pursuant to the Perfection Certificate Supplement or confirming that there has been no change in such information since the date of the Perfection Certificate or latest Perfection Certificate Supplement;

  • Loan Assumption Provided no Event of Default is then continuing, Mortgage Borrower shall have the one time right to sell, assign, convey or transfer (but not mortgage, hypothecate or otherwise encumber or grant a security interest in) legal or equitable title to all (but not fewer than all) of the Properties only if after giving effect to the proposed transaction (i) the Properties will be owned by one or more Single Purpose Entities wholly owned by a Permitted Transferee or a Pre-approved Transferee which shall have executed and delivered to Mezzanine Lender an assumption agreement in form and substance acceptable to Mezzanine Lender. Any such assumption of the Loan shall be conditioned upon, among other things, (i) the delivery of financial information, including, without limitation, audited financial statements, for such purchaser and the direct and indirect owners such purchaser, (ii) the delivery of evidence that the purchaser is a Single Purpose Entity and is not a Disqualified Transferee, (iii) the execution and delivery of all documentation reasonably requested by Mezzanine Lender, (iv) the delivery of Opinions of Counsel requested by Mezzanine Lender, including, without limitation, a Non-Consolidation Opinion with respect to the purchaser and other entities identified by Mezzanine Lender or requested by the Rating Agencies and opinions with respect to the valid formation, due authority and good standing of the purchaser and any additional pledgors and the continued enforceability of the Loan Documents (Mezzanine) and any other matters requested by Mezzanine Lender, (v) the delivery of a mezzanine endorsement to the Title Policy in form and substance acceptable to Mezzanine Lender, insuring the lien of the Security Instrument, as assumed, subject only to the Permitted Encumbrances and (vi) the payment of all of Mezzanine Lender’s reasonable out-of-pocket fees, costs and expenses, including, without limitation, reasonable attorneys’ fees and costs, actually incurred by Mezzanine Lender in connection with such assumption.

  • Term of the Agreement; Taking Effect; Amendments This Agreement shall become effective at the start of business on the date hereof and shall continue, unless terminated as hereinafter provided, for a period of one year and from year to year thereafter, provided that such continuance shall be specifically approved as provided below. This Agreement shall go into effect, or may be continued, or may be amended or a new agreement between the Company and the Agent covering the substance of this Agreement may be entered into only if the terms of this Agreement, such continuance, the terms of such amendment or the terms of such new agreement have been approved by the Board of Directors of the Company, including the vote of a majority of the directors who are not "interested persons," as defined in the Act, of either party to this Agreement or of Waddell & Reed Investment Management Company, cast in person at a mxxxxxx calxxx for the purpose of voting on such approval. Such a vote is hereinafter referred to as a "disinterested director vote." Any disinterested director vote shall include a determination that (i) the Agreement, amendment, new agreement or continuance in question is in the best interests of the Company and its shareholders; (ii) the services to be performed under the Agreement, the Agreement as amended, new agreement or agreement to be continued, are services required for the operation of the Company; (iii) the Agent can provide services the nature and quality of which are at least equal to those provided by others offering the same or similar services; and (iv) the fees for such services are fair and reasonable in the light of the usual and customary charges made by others for services of the same nature and quality.

  • No Consent to Assumption Each Holder of a Security, by acceptance thereof, shall be deemed expressly to have withheld any consent to the assumption under Section 365 of the Bankruptcy Code or otherwise, of the Purchase Contract by the Company or its trustee, receiver, liquidator or a person or entity performing similar functions in the event that the Company becomes the debtor under the Bankruptcy Code or subject to other similar state or Federal law providing for reorganization or liquidation.

  • Assignment, Assumption and Conveyance 1. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee all of the right, title and interest (other than those rights specifically retained by the Assignor pursuant to this Agreement) of the Assignor, as purchaser, in, to and under (a) those certain mortgage loans listed on the schedule (the "Mortgage Loan Schedule") attached hereto as Exhibit A (the "Mortgage Loans"), (b) solely insofar as it relates to the Mortgage Loans, that certain Flow Mortgage Loan Purchase and Warranties Agreement, dated as of April 1, 2006 (the "Purchase Agreement"), between the Assignor, as purchaser (in such capacity, the "Purchaser"), and the Company, as seller. The Assignor hereby agrees that it will (i) deliver possession of the notes evidencing the Mortgage Loans to, or at the direction of, the Assignee or its designee and (ii) take in a timely manner all necessary steps under all applicable laws to convey and to perfect the conveyance of the Mortgage Loans as required under the Pooling Agreement (as defined below). The Assignor specifically reserves and does not assign to the Assignee hereunder (i) any and all right, title and interest in, to and under and any obligations of the Assignor with respect to any mortgage loans subject to the Purchase Agreement that are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement or (ii) the rights of the Purchaser under Section 13 and Subsection 14.01 of the Purchase Agreement. The Assignee hereby assumes all of the Assignor's obligations from and after the date hereof under the Mortgage Loans and the Purchase Agreement solely insofar as such obligations relate to the Mortgage Loans. The Assignee does not assume hereby such obligations of Assignor prior to the date hereof. Recognition of the Company

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