Common use of Novated Contracts Clause in Contracts

Novated Contracts. Reinsured Policies satisfying all of the requirements for novation and assumption under Section 11.3 and applicable Law shall be assumed by the Reinsurer on the applicable Assumption Date and shall be deemed to have been assumed by novation. Such contracts shall cease to be deemed “Reinsured Policies”, shall thenceforth not be deemed indemnity coinsured under Article II hereof and shall be defined herein as “Novated Contracts”. Notwithstanding the foregoing, in the event that (a) a Required Party rejects or fails to provide any consent required by applicable Law to the novation of a Reinsured Policy as reasonably determined by the Reinsurer or (b) a Novated Contract is determined by appropriate Governmental Entities or a court of competent jurisdiction to be not novated from the Ceding Company to the Reinsurer (including, but not limited to, jurisdictions requiring the Policyholder’s affirmative consent for novation where the Policyholder either did not or refused to provide such consent), then in the case of either of (a) or (b), such Novated Contract shall for all purposes of this Agreement be deemed, retroactive to the Effective Time, to be a Reinsured Policy and such novation shall be null and void and of no effect. For the avoidance of doubt, the Reinsured Risks for each such Novated Contract that is deemed to be a Reinsured Policy in accordance with the foregoing shall be deemed assumed by the Reinsurer retroactive to the Effective Time for all purposes of this Agreement. Notwithstanding the foregoing, such retroactive treatment of any Novated Contract that is deemed a Reinsured Policy shall not result in a default with respect to any payments in connection with a prior Net Settlement or Modco Reserve Adjustment process or any prior funding or withdrawal obligations or rights hereunder with respect to the Trust Account; provided, that any appropriate adjustments will be addressed in the next succeeding Net Settlement, Modco Reserve Adjustment and Trust Account adjustment processes in accordance with Sections 4.10 and 5.7. For each Novated Contract, the date of assumption shall be the later of (i) the date of assumption set forth in the relevant form of Option Letter with respect to the applicable Reinsured Policy or (ii) the date on which all required consents and approvals of all Governmental Entities and Required Parties with respect 1006844591v17 to the applicable Reinsured Policy have actually been received and all other requirements and conditions for novation and assumption have been satisfied (the “Assumption Date”). All Reinsured Policies not novated by the Reinsurer shall remain Reinsured Policies of the Company.

Novated Contracts. Reinsured Targeted Policies satisfying all of the requirements for novation and assumption under Section 11.3 7.3 and applicable Applicable Law shall be assumed by the Reinsurer on the applicable Assumption Date and shall be deemed to have been assumed by novation. Such contracts shall cease to be deemed “Reinsured Policies”, ,” shall thenceforth not be deemed indemnity coinsured under Article II hereof hereof, and shall be defined herein as “Novated Contracts”. .” Notwithstanding the foregoing, in the event that (a) a Required Party rejects or fails to provide any consent required by applicable Applicable Law to the novation of a Reinsured Policy as reasonably determined by the Reinsurer Policy, or (b) a Novated Contract is determined by appropriate Governmental Entities or a court of competent jurisdiction to be not novated from the Ceding Company to the Reinsurer (including, but not limited to, jurisdictions requiring the Policyholderinsured’s affirmative consent for novation where the Policyholder insured or policyholder, as the case may be, either did not or refused to provide such consent), then in the case of either of (a) or (b), such Novated Contract shall for all purposes of this Agreement be deemed, retroactive to the Effective TimeDate, to be a Reinsured Policy and such novation shall be null and void and of no effect. For the avoidance of doubt, the Reinsured Risks Liabilities for each such Novated Contract that is deemed to be a Reinsured Policy in accordance with the foregoing shall be deemed assumed by the Reinsurer retroactive to the Effective Time Date for all purposes of this Agreement. Notwithstanding the foregoing, such retroactive treatment of any Novated Contract that is deemed a Reinsured Policy shall not result in a default with respect to any payments in connection with a prior Net Settlement or Modco Reserve Adjustment process or any prior funding or withdrawal obligations or rights hereunder with respect to the Trust Account; provided, that any appropriate adjustments will be addressed in the next succeeding Net Settlement, Modco Reserve Adjustment and Trust Account adjustment processes in accordance with Sections 4.10 and 5.7. For each Novated Contract, the date of assumption shall be the later of (i) the date of assumption set forth in the relevant form of Option Letter with respect to the applicable Reinsured Targeted Policy or (ii) the date on which all required consents and approvals of all Governmental Entities and Required Parties with respect 1006844591v17 to the applicable Reinsured Targeted Policy have actually been received and all other requirements and conditions for novation and assumption have been satisfied (the “Assumption Date”). All Reinsured Targeted Policies not novated by the Reinsurer shall remain Reinsured Policies of the Company.