Common use of Annuity Contracts Clause in Contracts

Annuity Contracts. (a) All policy forms issued by Ceding Company with respect to the Annuity Contracts and all amendments, applications, and certificates pertaining thereto, where required by Applicable Law, have been approved by all applicable Government Entities or filed with and not objected to by such Governmental Entities within the period provided by Applicable Law for objection. Set forth on Schedule 2.12 (a) is a listing, as of the date hereof, of all policy forms issued by Ceding Company with respect to the Annuity Contracts, the states in which such policy forms are authorized by a Governmental Entity for issuance, the number of policies issued on each policy form and the aggregate reserves associated with each policy form. (b) Except as set forth in Schedule 2.12(b), with respect to any Annuity Contract, (i) Ceding Company did not materially deviate from the applicable policy form when issuing such Annuity Contract, (ii) Ceding Company complied with its underwriting, retention and claim standards with respect to such Annuity Contracts, (iii) neither Ceding Company nor, to the Knowledge of Ceding Company, any such holder of such Annuity Contract is in default in any material respect under any such Annuity Contract, (iv) there are no material unresolved disputes under Annuity Contracts with any of the other parties thereto, (v) since December 31, 2006, there has been no material decrease in reserves with respect to the Annuity Contracts, and (vi) each such Annuity Contract is in full force and effect and is valid and enforceable in accordance with its terms. Except as set forth in Schedule 2.12(b), no such Annuity Contract contains any provision providing that any party thereto may terminate or cancel the same or recapture the risk thereunder by reason of the transactions contemplated by this Agreement. Schedule 2.12(b) lists any letters of credit, trust, or collateral arrangements posted by or created for the benefit of Ceding Company with respect to any Annuity Contract, except as required by the terms and subject to the conditions of this Agreement. Except as set forth on Schedule 2.12(b), none of the Annuity Contracts provides for any experience refunds, profit sharing arrangements, extraordinary allowances (including persistency bonuses or cost of insurance refunds) or entitles the holder thereof or any other Person to receive dividends, distributions or other benefits based on the revenues or earnings of Ceding Company or similar items. (c) Any rates or other terms of Ceding Company with respect to the Business (including rates or other terms with respect to all of the Annuity Contracts) that are required to be filed with or approved by any Governmental Entities have been so filed or approved. (d) The Business has been issued and, to the Knowledge of Ceding Company, marketed, sold and administered, in compliance with all Applicable Law. Ceding Company and, to the Knowledge of Ceding Company, its Producers, are not subject to any material market conduct assertion, claim, claim filed with any Governmental Entity, or filed complaint (whether served or not served) with respect to the Business, and Ceding Company has not received written notice of and there does not exist, any action by Ceding Company or, to the Knowledge of Ceding Company, its Producers, that would be reasonably likely give rise to a material market conduct claim relating to the Business.

Annuity Contracts. (aThe forms of all policies and endorsements utilized for all Annuity Contracts in effect on the date of this Agreement are listed and described on Schedule 3.8(a) attached hereto. All Annuity Contracts in effect on October 21, 1996 are listed and described on Schedule 3.8(b) attached hereto. All Annuity Contracts in effect on the Closing Ledger Date will be set forth in an updated Schedule 3.8(b) delivered to Purchaser at the Closing. Schedule 3.8(b) includes with respect to each Annuity Contract in effect on October 21, 1996 and will include with respect to each Annuity Contract in effect on the Closing Ledger Date, the policy forms issued number, policyholder name, form, plan code and account balance. Schedule 3.8(b) attached hereto also sets forth statutory reserves by Ceding Company plan code with respect to the Annuity Contracts as of September 21, 1996 and the updated Schedule 3.8(b) will set forth such information with respect to the Annuity Contracts as of the date of such Schedule set forth above. All Annuity Contracts are in all amendmentsrespects, applicationsto the extent required under applicable Laws, and certificates pertaining thereto, where required on forms approved by Applicable Law, applicable insurance regulatory authorities or which have been approved by all applicable Government Entities or filed with and not objected to by such Governmental Entities authorities within the period provided by Applicable Law for objection, and such forms comply in all material respects and have been administered in all material respects in accordance with applicable Laws. Set forth on Schedule 2.12Without limiting the foregoing: (a) Seller has offered and sold each Annuity Contract in compliance with all applicable Laws (it being acknowledged that no representation is a listingmade with respect to independent agents of Seller except as provided in Section 3.8(h) hereof) and all of Seller's registrations, as of the date hereof, of all policy forms issued filings or submissions made by Ceding Company it with respect to the Annuity Contracts, the states in which such policy forms are authorized by a Contracts with any Governmental Entity for issuance, the number of policies issued on each policy form and the aggregate reserves associated were in material compliance with each policy formapplicable Laws when filed. (b) The transactions contemplated by this Agreement will not affect the validity and binding character of any Annuity Contract entered into or issued by Seller or render any admitted assets of Seller non-admitted under applicable Laws up to and including the Closing Date. (c) Except as set forth in Schedule 2.12(b)3.8(c) attached hereto, and except in accordance with respect to any Annuity Contractcustomary insurance industry practice, (i) Ceding Company did Seller is not materially deviate from liable to pay commissions upon the applicable policy form when issuing such renewal of any Annuity Contract, Contract nor (ii) Ceding Company complied with its underwriting, retention and claim standards with respect is it a party to such Annuity Contracts, any agreement providing for the third-party collection of annuity premiums payable to Seller by any other Person which commissions or premiums exceed $100,000 in the aggregate. (iiid) neither Ceding Company nor, to the Knowledge of Ceding Company, any such holder of such Annuity Contract is in default in any material respect under any such Annuity Contract, (iv) there are no material unresolved disputes under All Annuity Contracts with any of (including all Policy Loans related thereto and the other parties thereto, (vpolicy loans identified on Schedule 1.2(a)(iii) since December 31, 2006, there has been no material decrease in reserves with respect to the Annuity Contracts, and (viattached hereto) each such Annuity Contract is are in full force and effect and is are legal, valid and binding obligations of Seller, and to the knowledge of Seller the other parties thereto, and are enforceable against Seller, and to the knowledge of Seller the other parties thereto, in accordance with its their respective terms. Except as set forth in Schedule 2.12(b, except to the extent that enforcement thereof may be limited by or subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general application relating to or affecting creditors' rights and to general equity principles (other than equitable rescission rights), no such . (e) All Annuity Contract contains benefits payable by Seller, and to the knowledge of Seller, by any provision providing other Person that is a party to or bound by any party thereto may terminate reinsurance, coinsurance or cancel the same or recapture the risk thereunder by reason of the transactions contemplated by this Agreement. Schedule 2.12(b) lists any letters of creditother similar contract with Seller, trust, or collateral arrangements posted by or created for the benefit of Ceding Company have been paid in accordance with respect to any Annuity Contract, except as required by the terms and subject to the conditions of this Agreement. Except as set forth on Schedule 2.12(b), none of the Annuity Contracts provides under which they arose, except for any experience refundssuch benefits for which there is, profit sharing arrangementsin the reasonable opinion of Seller, extraordinary allowances a reasonable basis to contest and all such contested benefits have been disclosed in Schedule 3.8(e) attached hereto. (including persistency bonuses f) No outstanding Annuity Contract issued, reinsured or cost of insurance refunds) or underwritten by Seller entitles the holder thereof or any other Person to receive dividends, distributions or other benefits based on the revenues or earnings of Ceding Company Seller or similar itemsany other Person. (c) Any rates or other terms of Ceding Company with respect to the Business (including rates or other terms with respect to all of the Annuity Contracts) that are required to be filed with or approved by any Governmental Entities have been so filed or approved. (dg) The Business has been issued underwriting standards utilized and ratings applied by Seller and, to the Knowledge knowledge of Ceding CompanySeller, marketedby any other Person that is a party to or bound by any reinsurance, coinsurance or other similar contract with Seller conform in all respects to industry accepted practices and to the standards and ratings required pursuant to the terms of the respective reinsurance, coinsurance or other similar contracts. (h) To the knowledge of Seller, each producer who wrote, sold and administeredor produced any portion of the Annuity Business for Seller was duly licensed as an insurance agent (for the type of business written, sold or produced by such producer) in compliance with all Applicable Lawthe particular jurisdiction in which such producer wrote, sold or produced such business. Ceding Company andExcept as otherwise provided in Schedule 3.8(h) attached hereto, to the Knowledge knowledge of Ceding CompanySeller, its Producersno insurance agent who wrote, are not subject to sold or produced any portion of the Annuity Business for Seller violated in any material market conduct assertionrespect any terms or provisions of any Law, claimexcept such violations as have been (i) cured, claim filed (ii) resolved through agreements with applicable Governmental Entities or (iii) are barred by an applicable statute of limitations. (i) The treatment under the Internal Revenue Code of 1986, as amended, and any Governmental Entity, or filed complaint successor thereto (whether served or not servedthe "Code") with respect of all Annuity Contracts is no less favorable to the BusinessPolicyholder thereof than the treatment under the Code for which such Annuity Contracts were intended to qualify at the time of their issuance, and Ceding Company has not received written notice of and there does not exist, except for any action by Ceding Company or, failure to qualify for such treatment that results from (i) changes to the Knowledge Code, regulations, pronouncements, announcements or guidance issued in connection with the treatment of Ceding Companythe contracts under the Code which were enacted (or have an effective date) after the Closing Date, its Producers(ii) amendments, that would be reasonably likely give rise to a material market conduct claim relating modifications, supplements, riders, endorsements or revisions to the BusinessAnnuity Contracts after the Closing Date or (iii) changes in the manner in which the Annuity Contracts are administered after the Closing Date.

Annuity Contracts. (a) All policy forms issued by Ceding Company with respect to the Annuity Contracts and all amendments, applications, and certificates pertaining thereto, where required by Applicable Law, have been approved by all applicable Government Entities or filed with and not objected to by such Governmental Entities within the period provided by Applicable Law for objection. Set forth on Schedule 2.12 (a) is a listing, as of the date hereof, of all policy forms issued by Ceding Company with respect to the Annuity Contracts, the states in which such policy forms are authorized by a Governmental Entity for issuance, the number of policies issued on each policy form and the aggregate reserves associated with each policy form. (b) Except as set forth in Schedule 2.12(b), with respect to any Annuity Contract, (i) Ceding Company did not materially deviate from the applicable policy form when issuing such Annuity Contract, (ii) Ceding Company complied with its underwriting, retention and claim standards with respect to such Annuity Contracts, (iii) neither Ceding Company nor, to the Knowledge of Ceding Company, any such holder of such Annuity Contract is in default in any material respect under any such Annuity Contract, (iv) there are no material unresolved disputes under Annuity Contracts with any of the other parties thereto, (v) since December 31, 2006, there has been no material decrease in reserves with respect to the Annuity Contracts, and (vi) each such Annuity Contract is in full force and effect and is valid and enforceable in accordance with its terms. Except as set forth in Schedule 2.12(b), no such Annuity Contract contains any provision providing that any party thereto may terminate or cancel the same or recapture the risk thereunder by reason of the transactions contemplated by this Agreement. Schedule 2.12(b) lists any letters of credit, trust, or collateral arrangements posted by or created for the benefit of Ceding Company with respect to any Annuity Contract, except as required by the terms and subject to the conditions of this Agreement. Except as set forth on Schedule 2.12(b), none of the Annuity Contracts provides for any experience refunds, profit sharing arrangements, extraordinary allowances (including persistency bonuses or cost of insurance refunds) or entitles the holder thereof or any other Person to receive dividends, distributions or other benefits based on the revenues or earnings of Ceding Company or similar items. (c) Any rates or other terms of Ceding Company with respect to the Business (including rates or other terms with respect to all of the Annuity Contracts) that are required to be filed with or approved by any Governmental Entities have been so filed or approved. (d) The Business has been issued and, to the Knowledge of Ceding Company, marketed, sold and administered, in compliance with all Applicable Law. Ceding Company and, to the Knowledge of Ceding Company, its Producers, are not subject to any material market conduct assertion, claim, claim filed with any Governmental Entity, or filed complaint (whether served or not served) with respect to the Business, and Ceding Company has not received written notice of and there does not exist, any action by Ceding Company or, to the Knowledge of Ceding Company, its Producers, that would be reasonably likely give rise to a material market conduct claim relating to the Business. (e) Except as set forth on Schedule 2.12(e), all benefits payable with respect to the Business have been paid in all material respects in accordance with Applicable Law and the terms of the Annuity Contracts under which they arose.