Fillable Printable Partition and Novation Agreement
Fillable Printable Partition and Novation Agreement
Partition and Novation Agreement
PARTITION AND NOVATION AGREEMENT
THIS PARTITION AND NOVATION AGREEMENT effective xxxxxxx, among OPTIMUM RE
INSURANCE COMPANY (“Reinsurer”), xxxxxxxxx (“Ceding Company”) and xxxxxxxxx
(“Purchaser”).
WHEREAS the Reinsurer and the Ceding Company are parties to the reinsurance contracts
specified in Exhibit A attached hereto, which may have been amended or supplemented from
time to time, and forming part hereof (such reinsurance contract or reinsurance contracts being
hereinafter referred to as the “Reinsurance Contract”); and
WHEREAS the Ceding Company and the Purchaser are parties to a purchase agreement
(the “Purchase Agreement”), pursuant to which the Purchaser purchased the individual
insurance policies identified in Exhibit B (the “Reinsured Policy”) issued by the Ceding Company
or its predecessor and reinsured under the Reinsurance Contract; and
WHEREAS the Ceding Company as of xxxxxxx, (the “Effective Date”), wishes to partition and
novate the Reinsured Policy under the Reinsurance Contract and all of the Ceding Company’s
rights, duties, obligations and liabilities, in respect to the Reinsured Policy under the
Reinsurance Contract to the Purchaser, in order that the Ceding Company will be relieved of all
of its rights, duties, obligations and liabilities in respect to the Reinsured Policy under the
Reinsurance Contract; and
WHEREAS the Purchaser wishes to consent and agree to such transfer and assignment.
NOW THEREFORE IN CONSIDERATION OF the mutual covenants and agreements
hereinafter set forth, the parties hereto agree as follows:
1. The parties hereby agree to a partitioning and novation of the Reinsurance Contract as
set out herein.
2. Purchaser hereby assumes, as of the Effective Date, all of the Ceding Company’s rights,
duties, obligations and liabilities under the Reinsurance Contract in respect to the
Reinsured Policy.
3. Reinsurer agrees with each the Purchaser and the Ceding Company, that on and after the
Effective Date, the Purchaser shall be bound by all of the terms and conditions of the
Reinsurance Contract. The Purchaser shall enjoy all of the Ceding Company’s rights
under the Reinsurance Contract and shall perform all of the Ceding Company’s duties,
obligations and liabilities in respect to the Reinsured Policy under the Reinsurance
Contract to the same extent as if the Purchaser had been an original party to the
Reinsurance Contract instead of the Ceding Company. It is understood that profit sharing,
if applicable, on the Reinsurance Contract described in Exhibit A attached hereto, will be
excluded from this Agreement.
4. Notwithstanding any other provisions in this Agreement or the Reinsurance Contracts, all
parties acknowledge that the Reinsurer has, as permitted under the Reinsurance
Contracts, offset amounts owed pertaining to the Reinsurance Policy from the Reinsurer to
the Ceding Company against amounts owed to the Reinsurer from the Ceding Company.
The parties hereby acknowledge that any such amounts offset by the Reinsurer as of the
Effective Date will not be due or payable by the Reinsurer to the Purchaser.
The Reinsurer hereby agrees that no amounts pertaining to the Reinsurer arising after the
Effective Date will be eligible to offset any amounts owed to the Reinsurer from the Ceding
Company.
5. The Ceding Company consents to the partition and novation of the Reinsured Policy under
the Reinsurance Contract on and after the Effective Date and the assumption of all of its
rights, duties, obligations and liabilities, in respect to the Reinsured Policy thereunder from
the Ceding Company to Purchaser. The Ceding Company agrees that the Purchaser shall
enjoy and shall be entitled to enforce all the Ceding Company’s rights in respect to the
Reinsured Policy under the Reinsurance Contract. The Purchaser agrees that all of the
Ceding Company’s duties, obligations and liabilities in respect to the Reinsured Policy
under the Reinsurance Contract shall be performed by the Purchaser as if the Purchaser
had been an original party to the Reinsurance Contract instead of the Ceding Company.
6. If following the Effective Date of this Partition and Novation Agreement, it is determined a
policy should have been included as a Reinsured Policy and assumed by the Purchaser,
the Purchaser shall submit such policy to the Reinsurer for its written approval to be
reinsured. Only after such written approval is obtained, such policy shall become a
Reinsured Policy for all purposes of this Partition and Novation Amendment. Such written
approval to include a policy as a Reinsured Policy shall serve as official documentation to
the Reinsurance Contract, thus eliminating the need of a formal Amendment to the
Reinsurance Contract.
7. The Purchaser releases and forever discharges the Ceding Company of the Ceding
Company’s duties, obligations and liabilities under the Reinsurance Contract in respect to
the Reinsured Policy and all claims, demands, actions and causes of action which the
Reinsurer ever had, now has or may hereafter have against the Ceding Company in any
way arising out of, resulting from or related to the Reinsured Policy under the Reinsurance
Contract.
8. The Reinsurer and the Purchaser hereby ratify and confirm the Reinsurance Contract, in
respect to the Reinsured Policy, as an agreement solely between them in full force and
effect in accordance with its terms and conditions of this Agreement which shall form part
of the partitioned Reinsurance Contract.
9. The Reinsurer and the Ceding Company hereby ratify and confirm the Reinsurance
Contract is an agreement solely between them in respect to the business described
thereunder, which excludes the Reinsured Policy purchased by the Purchaser, and the
Ceding Company’s duties, obligations and liabilities in respect to such business shall
continue in full force and effect in accordance with the terms and conditions of the
Reinsurance Contract.
10. Each party agrees to do all things as may be necessary to give full effect to this Partition
and Novation Agreement.
11. This Partition and Novation Agreement shall enure to the benefit of and be binding upon
the parties hereto and their respective successors and assigns.
12. This Partition and Novation Agreement shall be governed by and construed in accordance
with the laws of xxxxxxxx.
13. Except for the Purchase Agreement as between the Ceding Company and Purchaser, this
Agreement represents the entire agreement among the parties with respect to the subject
matter hereof, and supersedes any prior or contemporaneous oral or written agreements
relating thereto.
IN WITNESS WHEREOF the parties have executed this Partition and Novation Agreement in
triplicate on the dates indicated.
FOR: XXXXXXXXX
BY: DATE:
NAME:
TITLE:
BY: DATE:
NAME:
TITLE:
FOR: XXXXXXXXXX
BY: DATE:
NAME:
TITLE:
BY: DATE:
NAME:
TITLE:
FOR: OPTIMUM RE INSURANCE COMPANY
BY: DATE:
NAME: Serge Goulet
TITLE: President & COO
BY: DATE:
NAME: Jean-Claude Pagé
TITLE: Vice-Chairman of the Board
EXHIBIT A
TO THE PARTITION AND NOVATION AMENDMENT
EFFECTIVE xxxxxxxxxxx
The following are the Reinsurance Contracts referred to in the above referenced Partition and
Novation Agreement:
Agreement Description Effective Date Cancelled for New Business
EXHIBIT B
TO THE PARTITION AND NOVATION AMENDMENT
EFFECTIVE xxxxxxxxxx
The attached are the policies assumed by the Purchaser and reinsured with the Reinsurer
referred to in the above referenced Partition and Novation Agreement:
