AGREEMENT.
THIS AGREEMENT AND THE EXHIBITS HERETO
CONSTITUTE THE ENTIRE AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE BUSINESS
REINSURED HEREUNDER AND SUPERSEDE ANY AND ALL PRIOR REPRESENTATIONS, WARRANTIES,
PRIOR AGREEMENTS OR UNDERSTANDINGS BETWEEN THE PARTIES PERTAINING TO THE SUBJECT
MATTER OF THIS AGREEMENT.
THERE ARE NO UNDERSTANDINGS BETWEEN THE PARTIES OTHER
THAN AS EXPRESSED IN THIS AGREEMENT AND THE EXHIBITS HERETO.
IN THE EVENT OF
ANY EXPRESS CONFLICT BETWEEN THIS AGREEMENT AND THE EXHIBITS HERETO, THE
EXHIBITS HERETO WILL CONTROL.
SECTION 18.13
SEVERABILITY.
DETERMINATION THAT ANY PROVISION OF THIS
AGREEMENT IS INVALID OR UNENFORCEABLE WILL NOT AFFECT OR IMPAIR THE VALIDITY OR
THE ENFORCEABILITY OF THE REMAINING PROVISIONS OF THIS AGREEMENT.
SECTION 18.14
CONSTRUCTION.
THIS AGREEMENT WILL BE CONSTRUED AND
ADMINISTERED WITHOUT REGARD TO AUTHORSHIP AND WITHOUT ANY PRESUMPTION OR RULE OF
CONSTRUCTION IN FAVOR OF EITHER PARTY.
THIS AGREEMENT IS BETWEEN SOPHISTICATED
PARTIES, EACH OF WHICH HAS REVIEWED THIS AGREEMENT AND IS FULLY KNOWLEDGEABLE
ABOUT ITS TERMS AND CONDITIONS.
SECTION 18.15
NON-WAIVER.
NEITHER THE FAILURE NOR ANY DELAY ON THE PART
OF THE CEDING COMPANY OR THE REINSURER TO EXERCISE ANY RIGHT, REMEDY, POWER, OR
PRIVILEGE UNDER THIS AGREEMENT SHALL OPERATE AS A WAIVER THEREOF.
NO SINGLE OR
PARTIAL EXERCISE OF ANY RIGHT, REMEDY, POWER OR PRIVILEGE SHALL PRECLUDE THE
FURTHER EXERCISE OF THAT RIGHT, REMEDY, POWER OR PRIVILEGE OR THE EXERCISE OF
ANY OTHER RIGHT, REMEDY, POWER OR PRIVILEGE.
NO WAIVER OF ANY RIGHT, REMEDY,
POWER OR PRIVILEGE WITH RESPECT TO ANY OCCURRENCE SHALL BE CONSTRUED AS A WAIVER
OF THAT RIGHT, REMEDY,
36
POWER OR PRIVILEGE WITH RESPECT TO ANY OTHER OCCURRENCE.
NO PRIOR TRANSACTION
OR DEALING BETWEEN THE PARTIES WILL ESTABLISH ANY CUSTOM, SAGE OR PRECEDENT
WAIVING OR MODIFYING ANY PROVISION OF THIS AGREEMENT. NO WAIVER SHALL BE
EFFECTIVE UNLESS IT IS IN WRITING AND SIGNED BY THE PARTY GRANTING THE WAIVER.
SECTION 18.16
FURTHER ASSURANCES.
FROM TIME TO TIME, AS AND WHEN
REQUESTED BY A PARTY HERETO, THE OTHER PARTY HERETO SHALL EXECUTE AND DELIVER
ALL SUCH DOCUMENTS AND INSTRUMENTS AND SHALL TAKE ALL ACTIONS AS MAY BE
REASONABLY NECESSARY TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT.
SECTION 18.17
GOVERNING LAW.
THIS AGREEMENT WILL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF IOWA WITHOUT GIVING EFFECT
TO ANY PRINCIPLES OF CONFLICTS OF LAW THEREOF THAT ARE NOT MANDATORILY
APPLICABLE BY LAW AND WOULD PERMIT OR REQUIRE THE APPLICATION OF THE LAWS OF
ANOTHER JURISDICTION.
SECTION 18.18
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN ANY
NUMBER OF COUNTERPARTS, ALL OF WHICH TAKEN TOGETHER SHALL CONSTITUTE ONE
AGREEMENT, AND ANY OF THE PARTIES HERETO MAY EXECUTE THIS AGREEMENT BY SIGNING
ANY SUCH COUNTERPART.
WHEN THIS AGREEMENT HAS BEEN FULLY EXECUTED BY THE CEDING
COMPANY AND THE REINSURER, IT WILL BECOME EFFECTIVE AS OF THE EFFECTIVE DATE.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
effective as of the Effective Date.
TREATY NUMBER 070109
AMERICAN EQUITY INVESTMENT LIFE INSURANCE COMPANY
By:
/s/