ASSUMPTION REINSURANCE AGREEMENT
by and between
BLUE CROSS AND BLUE SHIELD OF MISSOURI,
a Missouri nonprofit health services corporation
and
HEALTHY ALLIANCE LIFE INSURANCE COMPANY,
a Missouri corporation
DATED _______________, 2000
ASSUMPTION REINSURANCE AGREEMENT
THIS ASSUMPTION REINSURANCE AGREEMENT (this "Agreement"),
dated as of ___________, 2000 ("Effective Date"), is made and
entered into by and between BLUE CROSS AND BLUE SHIELD OF
MISSOURI, a Missouri non-profit health services corporation
("BCBSMo"), and HEALTHY ALLIANCE LIFE INSURANCE COMPANY, a
Missouri corporation ("Healthy Alliance").
RECITALS
A. BCBSMo is a Missouri non-profit non-stock health
services corporation that offers health benefits and related
products and services. BCBSMo holds a license from the Blue
Cross and Blue Shield Association (the "Association") to use the
Blue Cross and Blue Shield names, trademarks and service marks
(the "Marks").
B. Healthy Alliance is a Missouri life and health
insurance company and wholly owned subsidiary of RightCHOICE
Managed Care, Inc., a Missouri corporation ("RightCHOICE"), that
offers life and health benefits and related products and services
pursuant to its certificate of authorities issued by the Missouri
Department of Insurance. Healthy Alliance also holds a license
from the Association to use the Marks.
C. Pursuant to the terms of that certain Agreement and
Plan of Reorganization dated , 2000, by and among
BCBSMo, RightCHOICE, and certain other parties (the
"Reorganization Agreement"), BCBSMo, RightCHOICE and such other
parties agreed to accomplish a reorganization by means of certain
transactions described in the Reorganization Agreement, one of
which is the "Transfer and Assumption Transaction" (as defined in
the Reorganization Agreement) by which existing contracts of
insurance and other assets of BCBSMo would be transferred to
Healthy Alliance.
D. The parties hereto desire to consummate the Transfer
and Assumption Transaction pursuant to this Agreement.
E. In connection with the Transfer and Assumption
Transaction, BCBSMo desires to cede and transfer to Healthy
Alliance all contracts of insurance issued or underwritten by
BCBSMo in force at the Closing Time (as defined below), and
Healthy Alliance desires to assume the rights, obligations and
liabilities of BCBSMo in respect to such insurance contracts,
under the terms and conditions set forth herein.
F. It is intended that, as a result of the consummation of
the transactions contemplated by this Agreement, BCBSMo shall be
discharged, on an assumption reinsurance and novation basis under
Section 375.1294 of the Missouri Revised Statutes and other
applicable law, from any further obligation in connection with
such insurance contracts.
NOW, THEREFORE, in consideration of the foregoing premises,
the mutual promises and undertakings herein contained, and for
other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, BCBSMo and Healthy
Alliance do hereby agree as follows:
ARTICLE I - DEFINITIONS
In addition to the terms defined elsewhere in this
Agreement, the following quoted and capitalized words and phrases
shall have the meanings set forth below unless the context
clearly requires otherwise.
1.1 Affiliate. "Affiliate" means, with respect to any
Person, at the time in question, any other Person who directly or
indirectly through one or more intermediaries, controls, is
controlled by or is under common control with such Person.
1.2 Assumed Policy. "Assumed Policy" means each of the
Policies.
1.3 Assumed Policy Liabilities. "Assumed Policy
Liabilities" means any and all liabilities and obligations
arising under or relating to the Assumed Policies, but excluding
all Excluded Liabilities.
1.4 Books and Records. "Books and Records" means all
policy information, data, records and all policy forms pertaining
to the Policies, including, but not limited to, rating plans,
administrative records, claim files and records, files and
records, relating to regulatory matters (including, without
limitation, correspondence, notifications and similar documents
from regulatory authorities), files and records relating to tax
information reporting with respect to the Policies (including,
without limitation, the tax basis of each Policy, issue date,
premium payments and distributions), complaint files,
correspondence with Policyholders, underwriting records,
accounting records, consent forms from insureds under the
Policies and census data; provided, however, that Books and
Records shall not include the original charter, certificate or
articles of incorporation, corporate seal, original licenses to
do business, original minute books and other original corporate
records relating exclusively to the corporate organization or
capitalization, original Tax and corporate accounting records
relating to the Policies.
1.5 Closing Date. "Closing Date" has the meaning set forth
in the Reorganization Agreement.
1.6 Closing Time. "Closing Time" means 12:01 a.m., St.
Louis, Missouri time, on the Closing Date.
1.7 Excluded Liabilities. "Excluded Liabilities" means any
liability of BCBSMo for any of the following: (i) any liability
to any Person to the extent it arises out of or is related to any
business or operation of BCBSMo other than its business or
operations related to the underwriting or insuring of the
Policies or the adjudication of claims under the Policies;
(ii) any liability for commission payments and other compensation
payable with respect to the Policies to or for the benefit of any
Representative with respect to the face amount of coverage in
effect as of the Closing Time where such liability arises prior
to the Closing Time; and (iii) the lawsuits, proceedings and
other actions or occurrences identified in the "BCBSMo Disclosure
Schedule" (as defined in the Reorganization Agreement) or which
arise in connection with any aspect of the Reorganization.
1.8 Extracontractual Liabilities. "Extracontractual
Liabilities" means all liabilities, other than the express
obligations set forth in the Policies, including, without
limitation, any liability for consequential, exemplary, punitive
or similar damages or statutory penalties including treble
damages, relating to the Policies, which liability arises from
any act, error or omission by BCBSMo or its respective
Representatives occurring prior to the Closing Date, whether
intentional or otherwise, or from any bad faith occurring in
connection with the handling of any claim or obligation under any
of the Policies or in connection with the issuance, delivery or
cancellation of any of the Policies.
1.9 Person. "Person" means any individual, corporation,
partnership, firm, trust, joint venture, association, limited
liability company, trust, unincorporated organization,
governmental, judicial, or regulatory body, or other entity.
1.10 Policy. "Policy" means each insurance contract insured
or underwritten by BCBSMo that is in force at the Closing Time or
that is not in force at the Closing Time but for which an
insurance related liability exists or may exist. Attached hereto
as Exhibit A is a list of the Policy types in force as of the
Effective Date of this Agreement. For purposes of this
Agreement, the term "Policy" does not include any self-funded or
self-insured portion of any benefit program or contract
administered by BCBSMo.
1.11 Policyholder. "Policyholder" means the owner or holder
of one or more Policies.
1.12 Representative. "Representative" means, with respect
to any party hereto, its employees, agents, brokers, officers,
directors, counsel, consultants, and other representatives.
1.13 Regulatory Authority. "Regulatory Authority" means any
federal or state agency charged with the supervision or
regulation of insurance companies, health maintenance
organizations, healthcare services plans, third party
administrators or managed health care organizations and any other
court, administrative agency or commission or other governmental
agency, authority or instrumentality having supervisory or
regulatory authority with respect to BCBSMo, Healthy Alliance or
any of their respective Affiliates.
1.14 Reorganization. "Reorganization" has the meaning set
forth in the Reorganization Agreement.
1.15 Reorganization Agreement. "Reorganization Agreement"
has the meaning set forth in the Preamble hereof.
1.16 Statutory Reserves. "Statutory Reserves" means all of
the assessments, reserves and liabilities required to be
maintained by BCBSMo or Healthy Alliance for the Policies,
calculated in accordance with generally accepted actuarial
principles and practices and statutory accounting principles and
practices consistently applied, and in accordance with
requirements published by the National Association of Insurance
Commissioners, including, but not necessarily limited to:
aggregate reserves for accident and health policies, including
active life reserves, claims reserves, and unearned premium
reserves.
1.17 Taxes. "Taxes" means all federal, state, county,
local, foreign and other taxes (including, without limitation,
income taxes, payroll and employee withholding taxes,
unemployment insurance, social security taxes, premium taxes,
excise taxes, capital property taxes, import duties and other
governmental charges and assessments), and includes interest,
additions to tax and penalties with respect thereto, whether
disputed or not.
ARTICLE II - ASSUMPTION AND REINSURANCE
2.1 Assumption and Reinsurance. As of the Closing Time and
subject to the conditions and other provisions of this Agreement,
BCBSMo hereby agrees to and does transfer and cede to Healthy
Alliance, and Healthy Alliance hereby agrees to and does accept
and assume as its direct obligations, on an assumption
reinsurance and novation basis, as if Healthy Alliance were the
original issuer thereof, each of the Assumed Policies and 100% of
the Assumed Policy Liabilities. All Assumed Policy Liabilities
will be deemed transferred to and assumed by Healthy Alliance as
of the Closing Time. All Assumed Policies will be deemed to have
been assumed by novation as of the Closing Time. Healthy
Alliance's liability under this Agreement shall be subject to all
the terms and conditions of the Assumed Policies. Healthy
Alliance does not assume, and shall not be liable for, Excluded
Liabilities.
2.2 Healthy Alliance as Successor. Healthy Alliance shall,
from and after the Closing Time, succeed to all of the rights and
obligations (other than Excluded Liabilities) of BCBSMo under the
Assumed Policies and shall perform all of BCBSMo's obligations
(other than Excluded Liabilities) under the Assumed Policies as
if it had been the original issuer or contracting party thereof.
Except as required by applicable law, the Assumed Policies shall
be direct obligations of Healthy Alliance. From and after the
Closing Time, BCBSMo shall have no further obligations to the
Policyholders under the Assumed Policies. Healthy Alliance shall
substitute itself in the place of BCBSMo as if named in the place
of BCBSMo and the Policyholders and insureds may thereafter
disregard BCBSMo as a party to the Assumed Policies and treat
Healthy Alliance as if it had been originally obligated for the
Assumed Policy Liabilities in place of BCBSMo. From and after
the Closing Time, Policyholders under the Assumed Policies shall
have the right to file claims for Assumed Policy Liabilities
directly with Healthy Alliance and shall have a direct right of
action against Healthy Alliance for Assumed Policy Liabilities.
Healthy Alliance consents to being subject to direct action taken
by any Policyholder of an Assumed Policy. The rights of a
Policyholder shall be limited to and consist of those rights
expressly set forth in the Assumed Policy and applicable law, and
no effect shall be given to any bankruptcy, liquidation,
receivership, insolvency, reorganization or moratorium on
obligations of BCBSMo.
2.3 Preservation of Defenses. Healthy Alliance accepts and
assumes the Assumed Policy Liabilities subject to any and all
rights, defenses, setoffs and counterclaims to which BCBSMo or
Healthy Alliance would be entitled with respect to the Assumed
Policies. It is expressly understood and agreed by the parties
that no defenses, setoffs or counterclaims are waived by the
execution of this Agreement or the consummation of the
transactions contemplated by this Agreement and that, as of the
Closing Time, Healthy Alliance shall be fully subrogated to all
such defenses, setoffs and counterclaims and entitled to the
benefits thereof as if it were BCBSMo.
2.4 Taxes. BCBSMo shall be solely liable for payment of
any and all Taxes relating to the Assumed Policies prior to the
Closing Time. Healthy Alliance shall be solely liable for
payment of any and all Taxes payable on account of premiums or
renewal premiums received on the Assumed Policies after the
Closing Time.
2.5 Policy Premiums. BCBSMo and Healthy Alliance mutually
agree that, as of the Closing Time, Healthy Alliance shall
receive and retain one hundred percent (100%) of the premiums
paid by the Policyholders of the Assumed Policies, in
consideration of Healthy Alliance's assumption of all of BCBSMo's
contractual rights, obligations, liabilities and risks under such
Assumed Policies after the Closing Time. All premiums and other
receipts on the Assumed Policies (whether in the form of checks,
drafts, money orders, postal notes or otherwise) received by any
Person allocable to periods after the Closing Time shall be the
sole property of Healthy Alliance. BCBSMo shall promptly deliver
to Healthy Alliance all premiums and other receipts received by
BCBSMo on the Assumed Policies allocable to periods after the
Closing Time. All premiums and other receipts delivered shall
bear all necessary endorsements required to effect transfer to
Healthy Alliance.
2.6 Bank Draft or Debit Authorizations. Subject to the
terms and conditions of this Agreement, BCBSMo hereby assigns to
Healthy Alliance all of its rights and privileges to draft, draw
or debit the accounts of Policyholders for premiums due under the
Policies under existing pre-authorized bank draft or electronic
fund transfer arrangements between BCBSMo and Policyholders.
2.7 Lawsuits. Except with respect to Excluded Liabilities
or BCBSMo's obligations under Section 5.2 hereof, Healthy
Alliance shall be responsible for all litigation and other
proceedings arising out of, or related to, the Assumed Polices.
BCBSMo shall promptly notify Healthy Alliance, in writing, of all
lawsuits and occurrences not listed in the BCBSMo Disclosure
Schedule that arise prior to the Closing Date.
2.8 No Agency. For purposes of this Agreement, Healthy
Alliance does not act as agent of BCBSMo either before or after
the Effective Date of this Agreement. BCBSMo assumes no
liability for any act or omission of Healthy Alliance or any of
Healthy Alliance's Representatives either before or after the
Effective Date of this Agreement. All such liability is expressly
reserved by Healthy Alliance.
2.9 Regulatory Approvals. BCBSMo and Healthy Alliance
shall file and give, or cause to be filed and given, all
necessary applications, notices, agreements and other documents
reasonably required by, or to obtain the approval of, all
Regulatory Authorities having jurisdiction with respect to the
transaction contemplated by this Agreement, including, but not
limited to, the documentation necessary to obtain the Missouri
Director of Insurance's approval of the transactions contemplated
by this Agreement under Section 375.1294 of the Missouri Revised
Statutes. Each party shall use its best efforts to assist the
other party in obtaining any Regulatory Approvals for the
reinsurance and servicing of the Policies by Healthy Alliance in
accordance with the provisions of this Agreement, including but
not limited to, furnishing historical financial information on
the Policies, furnishing data necessary for the preparation of
pro forma statements reflecting the financial impact of the
consummation of this Agreement on Healthy Alliance and furnishing
affidavits or fulfilling other requirements necessary to obtain
approval of such Regulatory Authorities for the reinsurance and
servicing of the Policies by Healthy Alliance.
2.10 Association Approval. BCBSMo and Healthy Alliance
shall execute, deliver and file all necessary notices, agreements
and other documents reasonably required to obtain the approval of
the Association, on or before the Closing Date, with respect to
any aspect of the transaction contemplated by this Agreement that
may affect either party's license for the Marks and any business
derived through or from the Association. With respect to the
Policies issued under the Federal Employees Benefits Program, the
parties shall enter into and deliver to the Association a
"novation agreement" in substantially the same form as attached
hereto as Exhibit B. In addition, BCBSMo shall enter into a
"plan participation agreement" with the Association for the
period prior to the Closing Time in substantially the same form
as attached hereto as Exhibit C, and Healthy Alliance shall enter
into a "plan participation agreement" with the Association for
the period after the Closing Time in substantially the same form
as attached hereto as Exhibit D, and Healthy Alliance shall enter
into a written agreement with BCBSMo in substantially the same
form as attached hereto as Exhibit G, pursuant to which all of
the rights, interests and obligations of BCBSMo under that
certain "plan participation agreement" between BCBSMo and the
Association are transferred to and assumed by Healthy Alliance.
2.11 Other Approvals. Each party shall use its best efforts
to assist the other party in obtaining any other approvals,
consents or agreements of any other Person for the reinsurance
and servicing of the Policies by Healthy Alliance in accordance
with the provisions of this Agreement.
ARTICLE III - NOTICE AND TRANSFER
3.1 Policyholder Notices. BCBSMo shall, at its expense,
provide notice of the assumption and novation of the Policies by
Healthy Alliance to those Policyholders required by law or under
the Policies to be notified, as well as to BCBSMo's
Representatives (i.e., agents and brokers of record). Except
where other language is required by a specific Regulatory
Authority, the notice to such Policyholders shall be
substantially in the form attached hereto as Exhibit E, and shall
be mailed on or before date referenced on Exhibit E, unless
otherwise agreed to, in writing, by the parties. BCBSMo shall be
responsible for providing notifications to and for obtaining the
approvals of any Regulatory Authority.
3.2 Issuance of Certificates of Assumption. On or after
the Closing Date, Healthy Alliance shall, at the expense of
BCBSMo, confirm the assumption and novation of the Assumed
Policies by Healthy Alliance through issuance of a "Certificate
of Assumption" to each Policyholder. The Certificate of
Assumption shall be in the form attached hereto as Exhibit F,
except where other language is required by a specific Regulatory
Authority. The assumption represented by the Certificate of
Assumption is subject to the terms and conditions of this
Agreement, and any defenses or rights that are now or may
hereafter become available to BCBSMo or Healthy Alliance.
Healthy Alliance shall be responsible for providing notifications
to, and for obtaining approvals of, any Regulatory Authority of
its Certificate of Assumption to be issued to the Policyholders
of the Assumed Policies as may be required under applicable
insurance laws or regulations. BCBSMo shall reasonably cooperate
with Healthy Alliance to obtain any such approvals and cause the
Certificate of Assumption to be mailed to each Policyholder at
the address last shown upon the records of BCBSMo for such
Policyholder. All records maintained by Healthy Alliance in
connection with the mailing of the Certificate of Assumption
shall be made available for inspection by BCBSMo upon request.
Healthy Alliance shall take all other actions reasonably
necessary to assume the obligations of BCBSMo under the Assumed
Policies.
ARTICLE IV - ADMINISTRATION, PAYMENTS, POLICIES AND PREMIUMS
4.1 Administration of Assumed Policies by Healthy Alliance.
After the Closing Time, Healthy Alliance shall be solely
responsible, at its own expense, for the administration and
servicing of all aspects of the Assumed Policies in accordance
with the terms and conditions of the Assumed Policies and with
applicable state laws and regulations and in a manner consistent
with the level of policyholder and administrative services
provided by Healthy Alliance in the ordinary course of its
business to insureds and contractual counterparties.
4.2 Inadvertent Payments. With respect to the Assumed
Policies, in the event of a payment being inadvertently made by
BCBSMo after the Closing Time for an amount which by the terms of
this Agreement Healthy Alliance is liable or responsible for
payment, BCBSMo shall notify Healthy Alliance of such payment and
Healthy Alliance shall promptly reimburse BCBSMo to the extent of
such payment. If a payment is inadvertently made by Healthy
Alliance for, which by the terms of this Agreement BCBSMo is
liable or responsible for payment, BCBSMo shall promptly
reimburse Healthy Alliance to the extent of such payment.
4.3 Benefit Modifications. From the Effective Date of this
Agreement and thereafter until the Closing Date, BCBSMo agrees
that no Policy has been or will be rewritten, substantially
changed, or in any way affected by BCBSMo, except in individual
cases in the normal course of business.
4.4 Responsibility for Commissions and Compensation Due
Producers. Healthy Alliance shall assume one hundred percent
(100%) of the liability for commissions and all other
compensation and fees due to producers with respect to the
Assumed Policies, after the Closing Time. Healthy Alliance shall
calculate and pay all agent's commissions and overwriting
commissions due and payable on the Assumed Policies for periods
which commence after the Closing Time in accordance with the
terms and conditions of any applicable valid agents contracts and
commission schedules with BCBSMo as of the Closing Time. No
agent shall gain or lose rights to earned commissions as a result
of this Agreement. For the salaried employees of BCBSMo
receiving incentive compensation on the Assumed Policies, if any,
Healthy Alliance shall calculate the incentive compensation
payable and transfer to BCBSMo the funds necessary to pay the
incentive compensation. From the funds transferred, BCBSMo shall
pay the incentive compensation to those employees.
4.5 Books and Records. On and before the Closing Date,
BCBSMo will make the Books and Records relating to the Policies
and Assumed Policy Liabilities available to Healthy Alliance for
inspection. As of the Closing Time, BCBSMo does hereby transfer
and assign, and shall deliver, to Healthy Alliance or its
designated representative all Books and Records relating to the
Assumed Policies and Assumed Policy Liabilities.
4.6 Information, Reports and Access.
(a) BCBSMo shall undertake such arrangements as are
reasonably requested by Healthy Alliance from time to time to
ensure that all information, claims and notices received after
the Closing Date by BCBSMo are promptly delivered to Healthy
Alliance.
(b) Healthy Alliance shall provide BCBSMo with
financial and any other information reasonably requested by
BCBSMo to enable BCBSMo to prepare and file its statutory
financial statements within the time periods prescribed by law or
to forecast cash flow, operating income or other data required
for proper financial management, or to respond to inquiries from
insurance regulators or other parties in connection with the
transactions contemplated by this Agreement.
(c) Each party agrees to furnish the other with such
financial information as may be required for the completion of
quarterly and annual statements and internal records. Each party
agrees to permit the other to inspect its books and records
relative to the Assumed Policies and Assumed Policy Liabilities
at any reasonable time.
ARTICLE V - CONSIDERATION AND INDEMNIFICATION
5.1 Consideration. As consideration for the assumption
reinsurance by Healthy Alliance of the Assumed Policy Liabilities
hereunder, BCBSMo shall transfer to Healthy Alliance assets with
an aggregate value to BCBSMo equal to the sum of (i) one hundred
percent (100%) of the estimated Assumed Policy Liabilities of
BCBSMo in support of the policy liabilities under the Policies,
including, but not limited to, liabilities for benefits,
surrenders, returns and premium refunds, and (ii) that amount, if
any, necessary for Healthy Alliance to meet the Statutory Reserve
requirements, as of the Closing Time, as determined by mutual
agreement of the parties (collectively, the "Settlement Amount").
5.2 Indemnification. From the Effective Date of this
Agreement and thereafter, BCBSMo shall indemnify, defend and hold
harmless Healthy Alliance from and against any and all claims,
liabilities, losses, damages, costs, attorneys' fees and expenses
arising from or relating to, directly or indirectly, any
Extracontractual Liability or Excluded Liability.
ARTICLE VI - CLOSING AND TERMINATION
6.1 Closing. The transactions contemplated by this
Agreement are subject to the satisfaction or waiver of each of
the conditions precedent to the obligations of BCBSMo and
RightCHOICE to effect the Reorganization set forth in Article IV
of the Reorganization Agreement. The assumption, reinsurance and
novation of BCBSMo's liabilities under the Assumed Policies shall
become effective as of the Closing Time. As part of the closing
of the Reorganization, BCBSMo shall transfer to Healthy Alliance
the Books and Records, the Settlement Amount by wire transfer of
funds as directed by Healthy Alliance, and deliver a complete
listing of the Assumed Policies as of the Closing Date.
6.2 Termination. This Agreement and the obligations of the
parties hereunder may be terminated at any time prior to the
Closing Date:
(a) by mutual written consent duly authorized by all parties; or
(b) by any party, by giving notice to all other
parties, if a court of competent jurisdiction or any other
Regulatory Authority shall have issued a nonappealable final
order, decree or ruling or taken any other action, in each case
having the effect of permanently restraining, enjoining or
otherwise prohibiting the transaction contemplated by this
Agreement; or
(c) by any party, if the Reorganization Agreement is
terminated for whatever reason.
6.3 Effect of Termination. In the event that this
Agreement shall be terminated pursuant to the provisions of this
Article VI, no party hereto shall have any liability to any other
party hereto for costs, expenses, damages or otherwise.
ARTICLE VII - GENERAL PROVISIONS
7.1 Fees and Expenses. Except as otherwise expressly
provided in this Agreement, each party shall each bear their own
expenses, including the fees and expenses of their own advisors,
incurred in connection with this Agreement and the transactions
contemplated hereby.
7.2 Notices. All notices and other communications given or
made pursuant hereto shall be in writing and shall be deemed to
have been duly given or made as of the date delivered or mailed
if delivered personally or mailed by registered or certified mail
(postage prepaid, return receipt requested) to the parties at the
following addresses (or at such other address for a party as
shall be specified by the like changes of address which shall be
effective upon receipt) or sent by electronic transmission, with
confirmation received, to the telecopy number specified below:
(a) if to BCBSMO: 1831 Chestnut Street
St. Louis, Missouri 63103
Telecopy (314) 923-8958
(b) if to Healthy Alliance: 1831 Chestnut Street
St. Louis, Missouri 63103
Telecopy (314) 923-8958
7.3 Amendment. This Agreement may be amended by the
parties hereto by action taken by or on behalf of their
respective Boards of Directors (or where such authority shall
have been delegated to a special committee, by that special
committee) at any time prior to the Closing Date. This Agreement
may not be amended except by an instrument in writing signed by
the parties hereto. The parties acknowledge that any amendment
to this Agreement will require the approval of the Missouri
Department of Insurance.
7.4 Waiver. At any time prior to the Closing Date, any
party hereto may with respect to any other party hereto
(a) extend the time for the performance of any of the obligations
or other acts, and (b) waive compliance with any of the
agreements or conditions contained herein. Any such extension or
waiver shall be valid if set forth in an instrument in writing
signed by the party or parties to be bound thereby.
7.5 Entire Agreement. This Agreement and the Exhibits
attached hereto and referenced herein supersede all previous
agreements between the parties and constitute the entire
agreement between the parties with regard to the reinsurance and
assumption of the Policies. This Agreement cannot be changed or
modified except by a written instrument signed by both Healthy
Alliance and BCBSMo.
7.6 Parties in Interest. This Agreement shall be binding
upon and inure solely to the benefit of each party hereto and
their respective successors and assigns and, except as otherwise
expressly set forth herein, nothing in this Agreement, express or
implied, is intended to or shall confer upon any other Person any
right, benefit or remedy of any nature whatsoever under or by
reason of this Agreement.
7.7 Governing Law. This Agreement shall be governed by,
and construed in accordance with, the laws of the State of
Missouri, without regard to the principles and conflicts of laws
thereof.
7.8 Counterparts. This Agreement may be executed in one or
more counterparts, and by the different parties hereto in
separate counterparts, each of which when executed shall be
deemed to be an original but all of which taken together shall
constitute one and the same agreement.
7.9 Recitals. The Recitals to this Agreement shall be
deemed to be part of this Agreement and incorporated herein.
7.10 Fair Construction. This Agreement is the product of
negotiations and shall be deemed to have been drafted by all of
the parties. It shall be construed in accordance with the fair
meaning of its terms and its language shall not be strictly
construed against, nor shall ambiguities be resolved against, any
particular party.
7.11 Headings and Captions. The captions of Articles and
Sections hereof are for convenience only and shall not control or
affect the meaning or construction of any provisions of this
Agreement.
7.12 Assignment. This Agreement may not be assigned by any
of the parties hereto.
7.13 Independent Contractor. Each of the parties is an
independent contractor with respect to the other and not an
agent, servant, employee, or joint venturer. It is expressly
understood that without prior, written authorization of the other
party, neither party shall be the agent of the other party and
shall have no authority to bind the other party to the terms of
any agreements.
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IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date set forth above.
BLUE CROSS AND BLUE SHIELD OF MISSOURI
By:
Print Name:
Title:
HEALTHY ALLIANCE LIFE INSURANCE COMPANY
By:
Print Name:
Title:
EXHIBITS ATTACHED:
Exhibit A List of Policy Types
Exhibit B Novation Agreement
Exhibit C Plan Participation Agreement - BCBSMo
Exhibit D Plan Participation Agreement - Healthy Alliance
Exhibit E Policyholder Notice
Exhibit F Certificate of Assumption
Exhibit G Assignment and Assumption Agreement
