Payments by the Reinsurer Clause Samples

Payments by the Reinsurer. The Reinsurer hereby agrees that, as to all reinsurance made, ceded or otherwise becoming effective hereunder, the reinsurance shall be payable by the Reinsurer on the basis of the liability of the Company under the Non-Assumed Policies, without diminution because of the insolvency, liquidation or rehabilitation of the Company or the appointment of a conservator, receiver, liquidator or statutory successor of the Company, directly to the Company or to its conservator, liquidator, receiver or other statutory successor.

Payments by the Reinsurer. In the event of the insolvency of the Company, payments due the Company on all reinsurance made, ceded, renewed or otherwise becoming effective under this Agreement shall, subject to Section 12.2, be payable by the Reinsurer directly to the Company or to its liquidator, receiver, or statutory successor on the basis of the liability of the Company and the Reinsurer under the HMO Plans reinsured hereunder without diminution because of the insolvency of the Company.

Payments by the Reinsurer. With respect to any ---------------------------- Non-Novated Vision Policy, the Reinsurer hereby agrees that all amounts due under this Agreement with respect to the Non-Novated Vision Policies shall be payable by the Reinsurer to any conservator, liquidator, or statutory successor of the Company on the basis of the claims allowed against the Company by any court of competent jurisdiction or by any conservator, liquidator, or statutory successor of the Company having authority to allow such claims, without diminution because of that insolvency, or because the conservator, liquidator, or statutory successor has failed to pay all or a portion of any claims. Payments by the Reinsurer as set forth in this Section 10.01 shall be made directly to the Company or to its conservator, liquidator, or statutory successor, except where the Non-Novated Vision Policy specifically provides another payee of such reinsurance in the event of the insolvency of the Company.

Payments by the Reinsurer. Subject to the terms of this Agreement, the Reinsurer shall pay the Company as of the last Valuation Date of each calendar month the following amounts that accrued during the month: any GMIB Amount; and any Annual Withdrawal Amount Shortfall.

Payments by the Reinsurer. In consideration of the reinsurance by the Ceding Company of the Covered Insurance Policies, the Reinsurer shall pay to the Ceding Company, on the Closing Date, the Ceding Commission in the manner contemplated in Section 3.3(b) of the Purchase Agreement. In addition, the Reinsurer shall pay and discharge all General Account Liabilities which are or which become due and payable at or at any time after the Effective Time. For the avoidance of doubt, the Reinsurer shall be required to pay and discharge the Separate Account Liabilities entirely with funds from the Separate Accounts and solely to the extent there are such funds available. Notwithstanding anything to the contrary in this Agreement or the Purchase Agreement, the Parties hereby acknowledge that no portion of the Ceding Commission is being allocated to the Covered Insurance Policy, dated as of March 1, 1982, issued by the Ceding Company to HFIC for the benefit of certain employees of Hartford Life, Inc. and its Affiliates.

Payments by the Reinsurer as above set forth shall be made directly to the Ceding Company or to its liquidator, receiver, conservator or statutory successor, except (a) where this contract specifies another payee in the event of the insolvency of the Ceding Company, and (b) the Reinsurer with the consent of the direct insureds have assumed Policy obligations of the Ceding Company as its direct obligations to the payees under such Policies, in substitution for the obligations of the Ceding Company to such payees.

Payments by the Reinsurer as above set forth shall be made directly to the Ceding Company or to its liquidator, receiver, conservator or statutory successor, except as provided by subsection (a) of section 4118 of the New York Insurance 26 <PAGE> Laws or except (a) where this contract specifies another payee in the event of the insolvency of the Ceding Company, and (b) the Reinsurer with the consent of the direct insureds have assumed such policy obligations of the Ceding Company as their direct obligations to the payees under such Policies, in substitution for the obligations of the Ceding Company to such payees.

Payments by the Reinsurer. In consideration of the cession by the Ceding Company of the Covered Insurance Policies, the Reinsurer shall pay to the Ceding Company, (i) on the Closing Date, its respective Seller Ceding Commission attributable to the reinsurance hereunder and payable on the Closing Date in the manner contemplated in Section 3.3(b) of the Master Transaction Agreement, (ii) the Holdback Amount (if payable pursuant to the Master Transaction Agreement) in the manner contemplated in Section 3.3(c) of the Master Transaction Agreement and (iii) the Qualifying Post-Closing Sales Adjustment Amount in the manner contemplated in Section 2.6 of the Master Transaction Agreement. In addition, the Reinsurer shall pay and discharge, or indemnify the Ceding Company for the payment and discharge of, all Reinsured Liabilities which are or which become due and payable at or at any time after the Effective Time.

Payments by the Reinsurer. ▇▇▇▇▇▇▇▇▇ agrees to pay on behalf of Ceding Company (or in any case in which Ceding Company elects to pay directly, to reimburse Ceding Company for) the following: (a) any and all state and local premium, surplus lines, unauthorized insurance or other Taxes imposed under Applicable Law on premiums written, collected or received with respect to the Reinsured Contracts or the Reinsured Liabilities; (b) any and all Guaranty Fund or other residual market assessments with respect to premiums relating to the Reinsured Contracts and the Reinsured Liabilities; (c) any and all Taxes imposed on Ceding Company in connection with the performance of the parties’ obligations pursuant to this Agreement, the Administrative Services Agreement, or with respect to the Reinsured Contracts or the Reinsured Liabilities; (d) any amounts paid or payable by Ceding Company on or after the Effective Date under Third Party Reinsurance Treaties; (e) any agent, broker or producer compensation and commissions arising from or related to the Reinsured Contracts or the Reinsured Liabilities; and (f) any and all other amounts paid or payable to third parties by Ceding Company relating to the Reinsured Contracts or the Reinsured Liabilities.