Producer Payments. Any expense allowance, commission, override commission, service fee or other compensation payable by the Company to a Producer pursuant to a Producer Agreement.
Producer Payments. In accordance with Section 2.8 of the Reinsurance Agreement, the Administrator hereby assumes any and all liabilities and obligations of the Ceding Company to make, and agrees that it shall be financially responsible for, all Producer Payments constituting Policy Liabilities due in respect of premiums collected and received with respect to the Reinsured Policies. The Ceding Company hereby designates the Administrator as “paying agent” to make such Producer Payments directly to the applicable Producers from and after the Effective Time in accordance with and subject to the terms herein. The Ceding Company shall not modify or amend, or waive any of its rights under any Producer Agreements that relate to any Reinsured Policies, agree to any discretionary terms thereunder or enter into any new agreements with any Producers with respect to any of the Reinsured Policies, in each case, except with the Administrator’s prior written consent or at the Administrator’s instruction. The Ceding Company shall act at the Administrator’s written direction and expense to exercise all rights of the Ceding Company relating to the Reinsured Policies under the terms of the Producer Agreements, including any rights to suspend or terminate Producer Payments to such Producers for any reason or cause set forth in the Producer Agreements, and the Ceding Company hereby transfers and assigns to the Administrator all of its rights under such Producer Agreements, but in each case only to the extent such rights thereunder relate to the Reinsured Policies; provided, however, that the Administrator shall indemnify and hold harmless the Ceding Company for losses, damages, costs and expenses arising out of any such action so directed by the Administrator and taken by the Ceding Company.
Producer Payments. The Reinsurer hereby assumes any and all liabilities and obligations of the Ceding Company to make, and agrees that it shall be financially responsible for, its Quota Share of all Producer Payments due in respect of premiums collected and received with respect to the Covered Insurance Policies. The Ceding Company hereby designates the Reinsurer as “paying agent” to make such Producer Payments directly to the applicable Producers from and after the Effective Time in accordance with and subject to the Administrative Services Agreement.
Producer Payments. The Reinsurer hereby assumes the liability of the Company and agrees that is shall be financially responsible for Producer Payments due in respect of premiums collected and received. The Company hereby designates the Reinsurer as “paying agent” to make such Producer Payments directly to the applicable Producers from and after the Effective Date. The Company shall act at the Reinsurer’s written direction and cost to exercise all rights of the Company relating to the Reinsured Policies under the terms of the Producer Agreements, including, without limitation, any rights to suspend or terminate Producer Payments to such Producers for any reason or cause set forth in the Producer Agreements, and the Company hereby transfers and assigns to the Reinsurer all of its rights under such Producer Agreements, but in each case only to the extent such rights thereunder relate to the Reinsured Policies; provided, however, that the Reinsurer shall indemnify and hold harmless the Company for Losses arising out of any such action so requested by the Reinsurer.
Producer Payments. (a) Subject to the Transition Services Agreement, the Reinsurer hereby assumes any and all liabilities and obligations of the Company to make, and agrees that it shall be financially responsible for, all Producer Payments owed from and after the Effective Time that are due in respect of premiums collected and received with respect to the Reinsured Policies. The Company hereby designates the Reinsurer as “paying agent” to make such Producer Payments directly to the applicable Producers from and after the Effective Date (except to the extent that AUSA or its Affiliates are making such Producer Payments pursuant to the Transition Services Agreement). The Company shall act at the Reinsurer’s written direction and expense to exercise all rights of the Company relating to the Reinsured Policies under the terms of the Producer Agreements, including any rights to suspend or terminate Producer Payments to such Producers for any reason or cause set forth in the Producer Agreements, in each case only to the extent such rights thereunder relate to the Reinsured Policies; provided, however, that the Reinsurer shall indemnify and hold harmless the Company for Losses arising out of any such action so requested by the Reinsurer.
Producer Payments. The Reinsurer hereby assumes the liability of the Company for Producer Payments due in respect of premiums collected and received by the Reinsurer under the Coinsured Policies for periods on or after the Coinsurance Effective Date. During the Transition Period, Producer Payments shall be paid by the Company, for the account of the Reinsurer, out of premiums collected under the Coinsured Policies in accordance with Section 2.4 of the Services Agreement. Producer payments due in respect of Coinsured Policies after the Transition Date shall be paid by the Reinsurer. The Reinsurer shall be entitled to COINSURANCE REINSURANCE AGREEMENT exercise all rights of the Company relating to the Coinsured Policies under the terms of the Producer Agreements, including without limitation, any rights to suspend or terminate Producer Payments which relate to the Coinsured Policies to such Producers for any reason or cause set forth in the Producer Agreements, and the Company hereby transfers and assigns to the Reinsurer all of its rights under such Producer Agreements, but only to the extent such rights thereunder relate to the Coinsured Policies. Any liability for Producer Payments not set forth in the Producer Agreements furnished by the Company to the Reinsurer shall remain the obligation of the Company, and the Reinsurer shall be indemnified and held harmless by the Company for any Producer Payments in excess of that set forth in the Producer Agreements.
Producer Payments. On and after the applicable Assumption Effective Date, the Reinsurer shall assume the liability of the Company for Producer Payments for premiums collected and received by the Reinsurer for any periods after the applicable Assumption Effective Date. The Reinsurer shall be entitled to exercise all rights of the Company relating to the Assumed Policies under the terms of the Producer Agreements, including without limitation, any rights to suspend or terminate Producer Payments which relate to the Assumed Policies to any Producer for any reason or cause set forth in the Producer Agreement, and effective as of the applicable Assumption Effective Date, the Company hereby transfers and assigns to the Reinsurer all of its rights under such Producer Agreements, but only to the extent such rights thereunder relate to the Assumed Policies. The Reinsurer shall have the right to appoint any Producer as an agent of the Reinsurer for the purpose of providing services to any of the Policyholders of the Assumed Policies. The Reinsurer further agrees to honor all properly executed assignments of Producer Payments by Producers, and to provide directly to all Producers customary reports of Producer Payments paid and an annual report of earnings at year end. Any liability for Producer Payments not set forth in the Producer Agreements furnished by the Company to the Reinsurer shall remain the obligation of the Company, and the Reinsurer shall be indemnified and held harmless by the Company for any such Producer Payments to Producers in excess of that set forth in the Producer Agreements.
Producer Payments. The Reinsurer hereby assumes any and all liabilities and obligations of the Ceding Company to make, and agrees that it shall be financially responsible for, all Producer Payments constituting Policy Liabilities due in respect of premiums collected and received with respect to the Reinsured Policies. The Ceding Company hereby designates the Reinsurer as “paying agent” to make such Producer Payments directly to the applicable Producers from and after the Effective Time in accordance with and subject to the Administrative Services Agreement. The Ceding Company shall not modify or amend, or waive any of its rights under any Producer Agreements that relate to any Reinsured Policies, agree to any discretionary terms thereunder or enter into any new agreements with any Producers with respect to any of the Reinsured Policies, in each case, except with the Reinsurer’s prior written consent or at the Reinsurer’s instruction.
Producer Payments. The Reinsurer hereby assumes any and all liabilities and obligations of the Ceding Company to make, and agrees that it shall be financially responsible for, all Producer Payments constituting Policy Liabilities due in respect of premiums collected and received with respect to the Reinsured Policies. The Ceding Company hereby designates the Reinsurer as “paying agent” to make such Producer Payments directly to the applicable Producers from and after the Effective Time in accordance with and subject to the Administrative Services Agreement. The Ceding Company shall not modify or amend, or waive any of its rights under any Producer Agreements that relate to any Reinsured Policies, agree to any discretionary terms thereunder or enter into any new agreements with any Producers with respect to any of the Reinsured Policies, in each case, except with the Reinsurer’s prior written consent or at the Reinsurer’s instruction. 46445052.5 1007063901v8
Producer Payments. Any expense allowance, commission, override commission, service fee or other compensation payable by any Ceding Company to a Producer pursuant to (i) a Producer Agreement, (ii) the Dedicated Agent Commission Schedules, or (iii) any other commission schedule listed on Schedule 3.7, in each case subject to any offset to which such Ceding Company is entitled with respect to any such payments.
