Novated Contracts Sample Clauses

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.

Novated Contracts. Targeted Policies satisfying all of the requirements for novation under 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 “Reinsured Contracts” under this Agreement, and shall thereafter not be deemed indemnity coinsured under Article II (such contracts, the “Novated Contracts”). Notwithstanding the foregoing, in the event that a Novated Contract is determined by appropriate Governmental Authorities or a court of competent jurisdiction to not be novated from the Ceding Company to the Reinsurer (including in jurisdictions requiring the insured’s affirmative consent for novation where the insured or policyholder, as the case may be, either did not or refused to provide such consent), then such Novated Contract shall for all purposes of this Agreement be deemed, retroactive to the Effective Time, to be a Reinsured Contract and such novation shall be null and void and of no effect. All Targeted Policies not novated by the Reinsurer shall remain Reinsured Contracts of the Ceding Company.

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 46445052.5 1007063901v8

Novated Contracts. 6 ARTICLE IV

Novated Contracts. All of the Novated Contracts are in full force and effect. Except as described in Schedule 4.5, ALRe is not in default as to any provision thereof, and no such contracts contain any provision providing that the other party thereto may terminate such agreement by reason of the transactions contemplated by this Agreement or the other Transaction Documents.

Novated Contracts. Pursuant to and in accordance with the terms of the Assumption Reinsurance Agreement, Purchaser will prepare and mail Notices (as defined in the Assumption Reinsurance Agreement) and certificates of assumption to the holders of the Insurance Contracts (the "Contractholders") in order to attempt to effectuate novations of the Insurance Contracts (each Insurance Contract which is so novated being referred to herein as a "Novated Contract"). To the extent Purchaser is unable for any reason to assume by novation any Insurance Contracts, or if any attempted novation is subsequently finally determined in a judicial proceeding or by regulatory action or otherwise agreed by Purchaser and Seller to be ineffective or reversed for any reason, such Insurance Contracts shall not be regarded as Novated Contracts and Purchaser shall continue to reinsure the General Account Liabilities associated with such Insurance Contracts, on an indemnity basis, in accordance with the terms and conditions of this Agreement. The parties generally intend to mail Notices and to seek consents as described on Schedule 3.01 hereto.

Novated Contracts. Required Consents

Novated Contracts. Following initial contact by Clearwire, Supplier will serve as the primary manager for the novation process of Attachment 1 Initial Contracts identified to be Novated. Supplier will use best efforts to Novate the contracts and will keep Clearwire informed as to the progress during this process. During the novation process, Clearwire will use reasonable efforts to support Supplier as necessary and will assist as needed in communication and negotiation with each third party supplier until the novation process is completed. Once a third party supplier has executed and returned the necessary documentation and information, Supplier will then execute the Novation contract within five (5) business days, and take full responsibility for the Novated contract and Clearwire will have no further obligations thereunder except for obligations entered into by Clearwire prior to novation or disputes with the third party supplier deriving from the time prior to novation.

Novated Contracts. Seller shall have received duly executed counterparts of novation, and releases of liability to such number of Scheduled Lease-In Transactions which in the aggregate represent at least 50% of the total value of the indebtedness under all of the Scheduled Lease-In Transactions (including 100% of the indebtedness under the Scheduled Lease-In Transactions owed to GE Capital).