Common use of Final Closing Statement Clause in Contracts

Final Closing Statement. (a) The Final Initial Premium (which shall be determined after reducing such amount by the Final Adjusted Ceding Commission), the Final Transferred Asset Value and the Final Initial Required Balance shall be determined as set forth in this Section 2.04 and in accordance with the Agreed Accounting Principles. (b) Within five (5) Business Days after the determination of the Final Initial Premium, the Final Transferred Asset Value and the Final Initial Required Balance in accordance with this Section 2.04: (i) If the Final Initial Premium exceeds the Estimated Initial Premium, the Ceding Company shall pay to the Reinsurer or its designee an amount equal to such excess; (ii) If the Estimated Initial Premium exceeds the Final Initial Premium, the Reinsurer shall pay to the Ceding Company or its designee an amount equal to such excess; (iii) If the Final Transferred Asset Value exceeds the Estimated Transferred Asset Value, the Reinsurer shall pay to the Ceding Company or its designee an amount equal to such excess; and (iv) If the Estimated Transferred Asset Value exceeds the Final Transferred Asset Value, the Ceding Company shall pay to the Reinsurer or its designee an amount equal to such excess. For the avoidance of doubt, the aggregate payments (if any) required by (x) the Ceding Company, pursuant to Section 2.04(b)(i) and/or Section 2.04(b)(iv), on the one hand and (y) the Reinsurer, pursuant to Section 2.04(b)(ii) and/or Section 2.04(b)(iii), on the other hand, may be net settled against one another, and interest will accrue on each payment at the Interest Rate for the period from and including the Closing Date to but not including the date of payment. (c) Payments pursuant to Section 2.04(b) shall be made in cash or investment assets as mutually agreed between the applicable payee and the payor, and any investment assets shall be transferred with valid legal title free and clear of all Liens other than Permitted Liens. The payor shall estimate in good faith the Fair Market Value of any investment assets to be transferred in connection therewith, and each of the Parties shall use reasonable best efforts to agree to the actual Fair Market Value as promptly as possible thereafter in a manner consistent with, and based upon, the Fair Market Value Methodologies attached as Schedule G to the Reinsurance Agreement, and (x) if the Fair Market Value of any such investment assets is greater than the estimate made by the payor, the payee shall make any subsequent payments that may be required to address such difference within five (5) Business Days after such determination, and (y) if the Fair Market Value of any such investment assets is less than the estimate made by the payor, the payor shall, make any subsequent payments that may be required to address such difference within five (5) Business Days after such determination in each case with interest accruing on such amount at the Interest Rate for the period from and including the date of payment pursuant to Section 2.04(b) to but not including the date of payment. (d) No later than sixty (60) calendar days after the Closing Date, the Ceding Company shall deliver to the Reinsurer a statement (the “Subject Closing Statement”) setting forth (i) the Ceding Company’s good faith calculation of the Initial Premium as of the Effective Time and the Adjusted Ceding Commission as of the Closing Date applied as a reduction to the Initial Premium, (ii) the Ceding Company’s good faith calculation of the Transferred Asset Value of each Transferred Asset and the aggregate Transferred Asset Value of all Transferred Assets as of the Closing Date, (iii) the Ceding Company’s good faith calculation of the Initial Required Balance as of the Closing Date, and (iv) the amortization schedule for the Transaction IMR Amount (as defined in the Reinsurance Agreement), prepared in accordance with SAP applicable to the Ceding Company. The Subject Closing Statement will be prepared in good faith in accordance with the Agreed Accounting Principles and will be in the same format as the Estimated Closing Statement, as well as, in the case of the Adjusted Ceding Commission, Schedule 1.01(d). During the period following Closing prior to the delivery of the Subject Closing Statement, the Ceding Company and the Reinsurer shall cooperate and the Ceding Company shall take into account in preparing the Subject Closing Statement any errors or mistakes in the preparation of, and any inaccuracies of any items reflected in, the Estimated Closing Statement or any corrections, adjustments, additional information and details, updated calculations or similar information, if any, brought to its attention by the Reinsurer. (e) The Reinsurer shall have sixty (60) calendar days after the date on which the Subject Closing Statement is delivered to it to review the Subject Closing Statement and the calculations set forth therein (the “Review Period”). In furtherance of such review, the Ceding Company shall provide the Reinsurer and its Representatives with such access to the employees and Representatives of the Ceding Company and to such documentation, records and other information of the Ceding Company that the Reinsurer or any of its Representatives may reasonably request; provided that such access does not unreasonably interfere with the conduct of the business of the Ceding Company or its Affiliates; provided further that the independent accountants and actuaries of the Ceding Company will not be obligated to make any work papers available to the Reinsurer, unless and until the Reinsurer has signed a customary confidentiality/non-reliance agreement relating to such access to work papers in form and substance reasonably acceptable to such accountants and actuaries, as applicable.

Final Closing Statement. The actual and final amount of Cash as of the Closing (a) The the “Final Initial Premium (which shall be determined after reducing such amount by the Final Adjusted Ceding CommissionCash Amount”), the actual and final amount of Adjusted Net Working Capital as of the Closing (the “Final Transferred Asset Value Adjusted Net Working Capital Amount”), the actual and final amount of Indebtedness (including the actual and final amount of Paid-Off Indebtedness and the actual and final amount of Retained Indebtedness) (the “Final Initial Required Balance shall be determined Indebtedness Amount”), and the actual and final amount of Company Transaction Expenses outstanding and unpaid as set forth in this Section 2.04 and in accordance with the Agreed Accounting Principles. (b) Within five (5) Business Days after the determination of the Closing (the “Final Initial PremiumCompany Transaction Expense Amount”) (collectively, the “Final Transferred Asset Value and the Final Initial Required Balance in accordance with this Section 2.04Closing Statement”) will be: (i) If the Final Initial Premium exceeds as set forth in the Estimated Initial PremiumClosing Statement and the Estimated NWC Statement, if Buyer fails to timely deliver the Ceding Company shall pay to the Reinsurer or its designee an amount equal to such excessPreliminary Closing Statement and Seller so elects, as set forth in clause (x) of Section 2.04(a); (ii) If as set forth in the Estimated Initial Premium exceeds Preliminary Closing Statement, with respect to those items for which Seller fails to deliver a Statement Objection during the Final Initial Premium, the Reinsurer shall pay to the Ceding Company or its designee an amount equal to such excessResponse Period; (iii) If as set forth in the Final Transferred Asset Value exceeds the Estimated Transferred Asset ValueStatement Objection, the Reinsurer shall pay with respect to those items not timely submitted to the Ceding Company or its designee CPA Firm for final resolution pursuant to Section 2.04(c)(ii); (iv) as determined by the CPA Firm, with respect to any items timely submitted to the CPA Firm for final resolution pursuant to Section 2.04(c)(ii); or (v) notwithstanding the foregoing, as mutually agreed in writing by ▇▇▇▇▇ and ▇▇▇▇▇▇. The Final Closing Statement shall set forth the amount and calculation of the “Final Seller Proceeds,” which shall be an amount equal to such excess; and the result of (ivA) If the Estimated Transferred Asset Value exceeds Base Purchase Price, (B) plus the Final Transferred Asset ValueCash Amount, (C) plus the Ceding Company shall pay to the Reinsurer or its designee an amount equal to such excess. For the avoidance of doubtamount, the aggregate payments (if any) required , by (x) which the Ceding Company, pursuant to Section 2.04(b)(i) and/or Section 2.04(b)(iv), on the one hand and (y) the Reinsurer, pursuant to Section 2.04(b)(ii) and/or Section 2.04(b)(iii), on the other hand, may be net settled against one another, and interest will accrue on each payment at the Interest Rate for the period from and including the Closing Date to but not including the date of payment. (c) Payments pursuant to Section 2.04(b) shall be made in cash or investment assets as mutually agreed between the applicable payee and the payor, and any investment assets shall be transferred with valid legal title free and clear of all Liens other than Permitted Liens. The payor shall estimate in good faith the Fair Market Value of any investment assets to be transferred in connection therewith, and each of the Parties shall use reasonable best efforts to agree to the actual Fair Market Value as promptly as possible thereafter in a manner consistent with, and based upon, the Fair Market Value Methodologies attached as Schedule G to the Reinsurance Agreement, and (x) if the Fair Market Value of any such investment assets Final Adjusted Net Working Capital Amount is greater than the estimate made by the payorAdjusted Net Working Capital Target provided that such amount shall be capped at $2,000,000 and any excess beyond $2,000,000 shall be disregarded for purposes of this Article II (such amount, as so capped, the payee shall make any subsequent payments that may be required to address such difference within five (5“Final Net Working Capital Excess”) Business Days after such determinationor minus the amount, and (y) if any, by which the Fair Market Value of any such investment assets Final Adjusted Net Working Capital Amount is less than the estimate made by the payor, the payor shall, make any subsequent payments Adjusted Net Working Capital Target provided that may be required to address such difference within five (5) Business Days after such determination in each case with interest accruing on such amount shall be capped at the Interest Rate $2,000,000 and any deficit exceeding $2,000,000 shall be disregarded for the period from and including the date purposes of payment pursuant to Section 2.04(b) to but not including the date of payment. (d) No later than sixty (60) calendar days after the Closing Date, the Ceding Company shall deliver to the Reinsurer a statement (the “Subject Closing Statement”) setting forth (i) the Ceding Company’s good faith calculation of the Initial Premium as of the Effective Time and the Adjusted Ceding Commission as of the Closing Date applied as a reduction to the Initial Premiumthis Article II, (iiD) minus the Ceding Company’s good faith calculation of the Transferred Asset Value of each Transferred Asset and the aggregate Transferred Asset Value of all Transferred Assets as of the Closing Date, (iii) the Ceding Company’s good faith calculation of the Initial Required Balance as of the Closing DateFinal Indebtedness Amount, and (ivE) minus the amortization schedule for the Final Company Transaction IMR Amount (as defined in the Reinsurance Agreement), prepared in accordance with SAP applicable to the Ceding Company. The Subject Closing Statement will be prepared in good faith in accordance with the Agreed Accounting Principles and will be in the same format as the Estimated Closing Statement, as well as, in the case of the Adjusted Ceding Commission, Schedule 1.01(d). During the period following Closing prior to the delivery of the Subject Closing Statement, the Ceding Company and the Reinsurer shall cooperate and the Ceding Company shall take into account in preparing the Subject Closing Statement any errors or mistakes in the preparation of, and any inaccuracies of any items reflected in, the Estimated Closing Statement or any corrections, adjustments, additional information and details, updated calculations or similar information, if any, brought to its attention by the ReinsurerExpense Amount. (e) The Reinsurer shall have sixty (60) calendar days after the date on which the Subject Closing Statement is delivered to it to review the Subject Closing Statement and the calculations set forth therein (the “Review Period”). In furtherance of such review, the Ceding Company shall provide the Reinsurer and its Representatives with such access to the employees and Representatives of the Ceding Company and to such documentation, records and other information of the Ceding Company that the Reinsurer or any of its Representatives may reasonably request; provided that such access does not unreasonably interfere with the conduct of the business of the Ceding Company or its Affiliates; provided further that the independent accountants and actuaries of the Ceding Company will not be obligated to make any work papers available to the Reinsurer, unless and until the Reinsurer has signed a customary confidentiality/non-reliance agreement relating to such access to work papers in form and substance reasonably acceptable to such accountants and actuaries, as applicable.

Final Closing Statement. (a) The Final Initial Premium (which shall be determined after reducing such amount by Premium, the Final Adjusted Ceding Commission), Initial Required Balance and the Final Transferred Asset Value and the Final Initial Required Balance under each Reinsurance Agreement shall be determined as set forth in this Section 2.04 and in accordance with the Agreed Accounting PrinciplesPrinciples and the Fair Market Value Methods, as applicable. (b) Within five (5) Business Days after of the determination of the Final Initial Premium, the Final Initial Required Balance and the Final Transferred Asset Value and the Final Initial Required Balance for such Reinsurance Agreement in accordance with this Section 2.04: (i) If if the Final Initial Premium exceeds the Estimated Initial PremiumFinal Transferred Asset Value, the such Ceding Company shall pay to the Reinsurer or its designee an amount equal to such excess; (ii) If the Estimated Initial Premium exceeds the Final Initial Premium, the Reinsurer shall pay to the Ceding Company or its designee an amount equal to such excess; (iii) If the Final Transferred Asset Value exceeds the Estimated Transferred Asset Value, the Reinsurer shall pay to the Ceding Company or its designee an amount equal to such excess; and (ivii) If if the Estimated Final Transferred Asset Value exceeds the Final Transferred Asset ValueInitial Premium, the such Ceding Company shall be permitted to withdraw from the applicable Trust Account an amount equal to such excess or, if such withdrawal would reduce the assets of the applicable Trust Account below the Required Balance applicable thereto, the Reinsurer shall pay to the Reinsurer or its designee such Ceding Company an amount equal to such excess. For the avoidance of doubt; in each case, the aggregate payments (if any) required by (x) the Ceding Company, pursuant to Section 2.04(b)(i) and/or Section 2.04(b)(iv), on the one hand and (y) the Reinsurer, pursuant to Section 2.04(b)(ii) and/or Section 2.04(b)(iii), on the other hand, may be net settled against one another, and together with interest will accrue on each payment at the Interest Rate for the period thereon from and including the Closing Date to but not including the date of payment, accrued at the Interest Rate. (c) Payments pursuant to Section 2.04(b) shall be made in cash by wire transfer of immediately available funds or investment assets as mutually agreed between the applicable payee and the payor, and any investment assets shall be transferred with valid legal title free and clear of all Liens other than Permitted Liensrestrictions or limitations on transfer under applicable securities Laws. The payor shall estimate in good faith the Fair Market Value of any investment assets to be transferred in connection therewith, and each of the Parties shall use reasonable best efforts to agree to the actual Fair Market Value as promptly as possible thereafter in a manner consistent with, and based upon, the Fair Market Value Methodologies attached as Schedule G to the Reinsurance AgreementMethods, and (x) if the Fair Market Value of any such investment assets is greater than the estimate made by the payor, the payee shall make any subsequent payments that may be required to address such difference within five (5) Business Days after such determination, and (y) if the Fair Market Value of any such investment assets is less than the estimate made by the payor, the payor shall, make any subsequent payments that may be required to address such difference within five (5) Business Days after such determination in each case with interest accruing on such amount at the Interest Rate for the period from and including the date of payment pursuant to Section 2.04(b) to but not including the date of payment. (d) No later than sixty ninety (6090) calendar days after the Closing Date, the Ceding Company Companies shall deliver to the Reinsurer a statement in the same format as the Reference Net Settlement Statement (the “Subject Closing Statement”) setting forth (i) a statement of net settlement with respect to the Reinsured Liabilities ceded pursuant to the Reinsurance Agreement as of the Effective Time, and such Ceding Company’s good faith calculation of the Initial Premium as derived therefrom including a statement of the Effective Time and the Adjusted Ceding Commission Gross Statutory-to-Economic Reserve Adjustment as of the Closing Date applied as a reduction to the Initial PremiumDate), (ii) the Ceding Company’s good faith calculation Fair Market Value as of the Transferred Asset Value close of business on the Business Day immediately preceding the Closing Date of each Transferred Investment Asset and the aggregate Final Transferred Asset Value of all Transferred Investment Assets as of the close of business on the Business Day immediately preceding the Closing Date, Date and (iii) the such Ceding Company’s good faith calculation of the Initial Required Balance as of the Closing Date, and (iv) the amortization schedule for the Transaction IMR Amount (as defined in the Reinsurance Agreement), prepared in accordance with SAP applicable to the Ceding Company. The Subject Closing Statement will be prepared in good faith in accordance with the Agreed Accounting Principles and the Fair Market Value Methods, as applicable, and will be in the same format as the Estimated Closing Statement, as well as, in the case of the Adjusted Ceding Commission, Schedule 1.01(d). During the period following Closing prior to the delivery of the Subject Closing Statement, the each Ceding Company and the Reinsurer shall cooperate and the each Ceding Company shall take into account in preparing the Subject Closing Statement any errors or mistakes in the preparation of, and any inaccuracies of any items reflected in, the Estimated Closing Statement or any corrections, adjustments, additional information and details, updated calculations or similar information, if any, brought to its attention by the Reinsurer. (e) The Reinsurer shall have sixty (60) calendar days after the date on which the Subject Closing Statement is delivered to it to review the Subject Closing Statement and the calculations set forth therein (the “Review Period”). In furtherance of such review, the each Ceding Company shall provide the Reinsurer and its Representatives with such access to the employees and Representatives of the such Ceding Company who are responsible for and knowledgeable about the information set forth in the Subject Closing Statement and to such documentation, records and other information of the such Ceding Company that the Reinsurer or any of its Representatives may reasonably request; provided provided, that such access does not unreasonably interfere with the conduct of the business of the such Ceding Company or its Affiliates; provided further provided, further, that the independent accountants and actuaries of the such Ceding Company will not be obligated to make any work papers available to the Reinsurer, unless and until the Reinsurer has signed a customary confidentiality/non-reliance agreement relating to such access to work papers in form and substance reasonably acceptable to such accountants and actuaries, as applicable. (i) If Reinsurer disagrees with the Subject Closing Statement (including any amount, valuation or computation set forth therein), Reinsurer may, on or prior to the last day of the Review Period, deliver a notice to the applicable Ceding Company setting forth, in reasonable detail, each disputed item or amount and the basis for Reinsurer’s disagreement therewith (the “Dispute Notice”). The Dispute Notice shall set forth, with respect to each disputed item or amount, Reinsurer’s position as to the correct amount or computation that should have been included in the Subject Closing Statement, with reasonable supporting detail. Matters as to which Reinsurer may submit a Dispute Notice in respect of the Subject Closing Statement shall be limited to (i) whether the Subject Closing Statement was prepared in accordance with the methodologies, procedures, judgments, assumptions and estimates described in the Agreed Accounting Principles, the Fair Market Value Methods or the Asset Selection Protocol, as applicable, and (ii) whether any arithmetic error was made in the line items or calculation set forth therein. The Parties will pay any undisputed amount upon receipt of the Dispute Notice in accordance with the requirements set forth in Section 2.04(b). (ii) If Reinsurer has accepted the Subject Closing Statement in writing, or if no Dispute Notice is received by the Ceding Companies with respect to any matter in the Subject Closing Statement on or prior to the last day of the Review Period, the amount or computation with respect to such matters as set forth in the Subject Closing Statement shall be deemed accepted by Reinsurer, whereupon the amount or computation of such matter or matters shall be final and binding on the Parties, and the Parties will settle any amount due under Section 2.04(b) within five (5) Business Days. (iii) For a period of thirty (30) days (the “Resolution Period”) beginning on the date that an applicable Ceding Company receives a Dispute Notice, if any, Reinsurer and such Ceding Company shall endeavor in good faith to resolve by mutual agreement all matters identified in the Dispute Notice. In the event that the Parties are unable to resolve by mutual agreement any matter in the Dispute Notice within such Resolution Period, Reinsurer and such Ceding Company shall, within thirty (30) days of the expiration of the Resolution Period, jointly engage an accounting firm of national reputation as mutually agreed by the Parties (the “Independent Accounting Firm”), to make a determination with respect to all matters in dispute; provided, that if no firm is willing or able to serve, unless otherwise agreed by the Parties, such dispute shall be resolved in accordance with Section 9.10. (iv) Such Ceding Company and Reinsurer will direct the Independent Accounting Firm to render a determination within thirty (30) days after its retention, and such Ceding Company and Reinsurer and their respective employees and Representatives will cooperate with the Independent Accounting Firm during its engagement. Such Ceding Company, on the one hand, and Reinsurer, on the other hand, shall promptly (and in any event within ten (10) Business Days) after the Independent Accounting Firm’s engagement each submit to the Independent Accounting Firm their respective computations of the disputed items or amounts identified in the Dispute Notice and information, arguments and support for their respective positions, and shall concurrently deliver a copy of such materials to the other Party. Each Party shall then be given an opportunity to supplement the information, arguments and support included in its initial submission with one additional submission to respond to any arguments or positions taken by the other Party in such other Party’s initial submission, which supplemental information shall be submitted to the Independent Accounting Firm (with a copy thereof to the other Party), within five (5) Business Days after the first date on which both Parties have submitted their respective initial submissions to the Independent Accounting Firm. The Independent Accounting Firm shall thereafter be permitted to request additional or clarifying information from the Parties, and each of the Parties shall cooperate and shall cause its Representatives to cooperate with such requests of the Independent Accounting Firm. The Independent Accounting Firm shall determine, based solely on the materials so presented by the Parties and upon information received in response to such requests for additional or clarifying information and not by independent review, only those issues in dispute specifically set forth in the Dispute Notice and shall, within thirty (30) days of its retention, render a written report to such Ceding Company and Reinsurer (each, an “Adjustment Report”) in which the Independent Accounting Firm shall, after considering all matters set forth in the Dispute Notice, determine what adjustments, if any, should be made to the amounts and computations set forth in the Subject Closing Statement solely as to the disputed items or amounts set forth in the Dispute Notice and shall determine the appropriate Initial Premium and Final Transferred Asset Value on that basis. (v) The Adjustment Report shall set forth, in reasonable detail, the Independent Accounting Firm’s determination with respect to each of the disputed items or amounts specified in the Dispute Notice, and the revisions, if any, to be made to the Subject Closing Statement, together with supporting calculations. In resolving any disputed item or amount, the Independent Accounting Firm (A) shall be bound to the principles of this Section 2.04 and the terms of this Agreement, (B) shall limit its review to matters specifically set forth in the Dispute Notice and (C) shall not assign a value to any matter higher than the highest value for such matter claimed by either Party or less than the lowest value for such matter claimed by either Party. (vi) All fees and expenses relating to the work of the Independent Accounting Firm shall be borne equally by the Parties. Each Adjustment Report, absent Fraud or manifest error, shall be final, binding and conclusive upon the Parties and shall be expert determinations under New York law governing expert determination and appraisal proceedings. Any claim, dispute or controversy arising out of or relating to the final determinations of the Independent Accounting Firm, including enforcement of such final determinations, shall be resolved in accordance with Section 9.10. (f) The final form of the Subject Closing Statement as finally determined pursuant to this Section 2.04 is referred to herein as the “Final Closing Statement,” the Initial Premium calculated therefrom is referred to as the “Final Initial Premium,” the final Adjusted Gross Statutory-to-Economic Reserve Adjustment set forth therein is referred to herein as the “Final Gross Statutory-to-Economic Reserve Adjustment,” and the aggregate Transferred Asset Value as of the close of business on the Business Day immediately preceding the Closing Date of all Transferred Investment Assets calculated therefrom is referred to as the “Final Transferred Asset Value” and the Initial Required Balance calculated therefrom is referred to as the “Final Initial Required Balance.” Upon the final determination of the Final Initial Required Balance, the Parties agree to promptly make any necessary adjustments under Section 5.8(d) of the Reinsurance Agreement to the extent not reflected in any prior adjustments.

Final Closing Statement. (a) The applicable Final Initial Premium (which shall be determined after reducing such amount by the Final Adjusted Ceding Commission)Premium, the applicable Final Transferred Asset Value Value, the applicable Final Initial Aggregate Required Balance under the applicable Reinsurance Agreement and the Final Initial Trust Account Required Balance under the Texas Reinsurance Agreement shall be determined as set forth in this Section 2.04 and in accordance with the Agreed Accounting Principles2.05. (b) Within five (5) Business Days after of the determination of the applicable Final Initial Premium, Premium and the applicable Final Transferred Asset Value and for the Final Initial Required Balance applicable Reinsurance Agreement in accordance with this Section 2.042.05: (i) If the Final Initial Premium exceeds the Estimated Interim Initial Premium, the applicable Ceding Company shall pay to the Reinsurer or its designee an amount equal to such excess; (ii) If the Estimated Interim Initial Premium exceeds the Final Initial Premium, the Reinsurer shall pay to the applicable Ceding Company or its designee an amount equal to such excess; (iii) If the aggregate Final Transferred Asset Value exceeds the Estimated aggregate Interim Transferred Asset Value, the Reinsurer shall pay to the applicable Ceding Company or its designee an amount equal to such excess; and (iv) If the Estimated aggregate Interim Transferred Asset Value exceeds the aggregate Final Transferred Asset Value, the applicable Ceding Company shall pay to the Reinsurer or its designee an amount equal to such excess. For the avoidance of doubt, the aggregate payments (if any) required by (x) the Ceding Company, pursuant to Section 2.04(b)(i) and/or Section 2.04(b)(iv), on the one hand and (y) the Reinsurer, pursuant to Section 2.04(b)(ii) and/or Section 2.04(b)(iii), on the other hand, may be net settled against one another, and interest will accrue on each payment at the Interest Rate for the period from and including the Closing Date to but not including the date of payment. (c) Payments Any payment required to be made by any Person pursuant to Section 2.04(b2.05(b) shall be made in cash or investment assets as mutually agreed between the applicable payee and the payor, and any investment assets shall be transferred with valid legal title free and clear of all Liens other than Permitted Liens. The payor shall estimate in good faith the Fair Market Value of any investment assets to be transferred in connection therewith, and each of the Parties shall use reasonable best efforts to agree to the actual Fair Market Value as promptly as possible thereafter in a manner consistent with, and based upon, the Fair Market Value Methodologies attached as Schedule G to the Reinsurance Agreement, and (x) if the Fair Market Value of any such investment assets is greater than the estimate made by the payor, the payee shall make any subsequent payments that may be required to address such difference within five (5) Business Days after such determination, and (y) if the Fair Market Value of any such investment assets is less than the estimate made by the payor, the payor shall, make any subsequent payments that may be if not paid as and when required to address such difference within five (5) Business Days after such determination in each case with hereby, incur interest accruing on such amount at the Interest Rate Rate, for the period from and including the date of such payment is required pursuant to Section 2.04(b2.05(b) to but not including the date of paymentsuch payment is made, and will be made in cash. (d) No later than sixty (60) calendar days after the applicable Closing Date, the Ceding Company Reinsurer shall deliver to the Reinsurer applicable Ceding Company a statement (the “Subject Closing Statement”) setting forth (i) the Ceding CompanyReinsurer’s good faith calculation of the applicable Initial Premium as of the Effective Time and the Adjusted Ceding Commission as of the Closing Date applied as a reduction to the Initial Premium, Aggregate Required Balance; (ii) the Ceding Company’s good faith calculation of the Transferred Asset Statutory Book Value and Fair Market Value of each Transferred Asset and the aggregate Transferred Asset Value of all Transferred Assets as of the applicable Closing Date, ; and (iii) the Ceding Company’s good faith calculation of the Initial Required Balance as of the Closing Date, and (iv) the a proposed amortization schedule for the Transaction IMR Amount (as defined in the Reinsurance Agreement), prepared in accordance with SAP applicable to the applicable Ceding Company, which for purposes of the applicable Reinsurance Agreement shall be referred to as the “Final IMR Amortization Schedule” once final as provided herein. The applicable Subject Closing Statement will shall be prepared in good faith in accordance with the Agreed Accounting Principles and will be in the same format as the applicable Estimated Closing StatementStatement and on a basis consistent with the preparation of the Reference Net Settlement Statement and derived from the Initial Premium Roll-Forward Model, as well as, in the case of the Adjusted Ceding Commission, Schedule 1.01(d)applicable. During the period following the applicable Closing and prior to the delivery of the applicable Subject Closing Statement, the applicable Ceding Company and the Reinsurer shall cooperate and the Ceding Company Reinsurer shall take into account in preparing the Subject Closing Statement any errors or mistakes in the preparation of, and any inaccuracies of any items reflected in, the applicable Estimated Closing Statement or any corrections, adjustments, additional information and details, updated calculations or similar information, if any, brought to its attention by the Reinsurerapplicable Ceding Company. (e) The Reinsurer applicable Ceding Company shall have sixty (60) calendar days after the date on which the applicable Subject Closing Statement is delivered to it to review the applicable Subject Closing Statement and the calculations set forth therein (the “Review Period”). In furtherance of such review, the Ceding Company Reinsurer shall provide the Reinsurer applicable Ceding Company and its Representatives with such access to the employees and Representatives of the Ceding Company Reinsurer who are responsible for and knowledgeable about the information set forth in the applicable Subject Closing Statement and to such work papers, documentation, records and other information of the Reinsurer or any of its Affiliates or independent accountants or actuaries relevant to the preparation of the applicable Subject Closing Statement that the applicable Ceding Company that the Reinsurer or any of its Representatives may reasonably request; provided provided, that such access does not unreasonably interfere with the conduct of the business of the Ceding Company Reinsurer or its Affiliates; provided further that the independent accountants and actuaries of the Ceding Company Reinsurer will not be obligated to make any work papers available to the Reinsurerapplicable Ceding Companies, unless and until the Reinsurer applicable Ceding Company has signed a customary confidentiality/non-reliance agreement relating to such access to work papers in form and substance reasonably acceptable to such accountants and actuaries, as applicable. (i) If the applicable Ceding Company disagrees with the applicable Subject Closing Statement (including any amount or computation set forth therein), the applicable Ceding Company may, on or prior to the last day of the applicable Review Period, deliver a notice to the Reinsurer setting forth, in reasonable detail, each disputed item or amount and the basis for the applicable Ceding Company’s disagreement therewith (the “Dispute Notice”). The Dispute Notice shall set forth, with respect to each disputed item or amount, the applicable Ceding Company’s position as to the correct amount or computation that should have been included in the applicable Subject Closing Statement, with reasonable supporting detail. The Parties will pay any undisputed amount upon receipt of the Dispute Notice in accordance with the requirements set forth in Section 2.05(b). (ii) If the applicable Ceding Company has accepted the applicable Subject Closing Statement in writing, or if no Dispute Notice is received by the Reinsurer with respect to any matter in the applicable Subject Closing Statement on or prior to the last day of the applicable Review Period, the amount or computation with respect to such matters as set forth in the applicable Subject Closing Statement shall be deemed accepted by the applicable Ceding Company, whereupon the amount or computation of such matter or matters shall be final and binding on the Parties, and the Parties will settle any amount due under Section 2.05(b) within five (5) Business Days. (iii) For a period of thirty (30) days (the “Resolution Period”) beginning on the date that the Reinsurer receives a Dispute Notice, if any, the Reinsurer and such Ceding Company shall endeavor in good faith to resolve by mutual agreement all matters identified in the Dispute Notice. In the event that the Parties are unable to resolve by mutual agreement any matter in the Dispute Notice within such Resolution Period, the Reinsurer and such Ceding Company shall, within thirty (30) days of the expiration of the Resolution Period, jointly engage (A) an accounting firm of national reputation as mutually agreed by the Parties (the “Independent Accounting Firm”) to make a determination with respect to all matters remaining in dispute, other than with respect to the calculation of the Initial Premium, or (B) with respect to the calculation of the Initial Premium, an actuarial firm of national reputation, as mutually agreed by the Parties (the “Independent Actuary”); provided that if no firm is willing or able to serve, unless otherwise agreed by the Parties, such dispute shall be resolved in accordance with Section 9.10. (iv) The applicable Ceding Company and the Reinsurer will direct the Independent Accounting Firm or the Independent Actuary, as applicable, to render a determination within thirty (30) days after its retention, and such Ceding Company and the Reinsurer and their respective employees and Representatives will cooperate with the Independent Accounting Firm or the Independent Actuary, as applicable, during its engagement. The applicable Ceding Company, on the one hand, and the Reinsurer, on the other hand, shall promptly (and in any event within ten (10) Business Days) after the Independent Accounting Firm’s or the Independent Actuary’s engagement, as applicable, each submit to the Independent Accounting Firm or the Independent Actuary their respective computations of the disputed items or amounts identified in the Dispute Notice and information, arguments and support for their respective positions, and shall concurrently deliver a copy of such materials to the other Party. Each Party shall then be given an opportunity to supplement the information, arguments and support included in its initial submission with one additional submission to respond to any arguments or positions taken by the other Party in such other Party’s initial submission, which supplemental information shall be submitted to the Independent Accounting Firm or the Independent Actuary, as applicable (with a copy thereof to the other Party), within five (5) Business Days after the first date on which both Parties have submitted their respective initial submissions to the Independent Accounting Firm or the Independent Actuary, as applicable. The Independent Accounting Firm or the Independent Actuary, as applicable, shall thereafter be permitted to request additional or clarifying information from the Parties, and each of the Parties shall cooperate and shall cause its Representatives to cooperate with such requests of the Independent Accounting Firm. The Independent Accounting Firm shall determine, based solely on the materials so presented by the Parties and upon information received in response to such requests for additional or clarifying information and not by independent review, only those issues in dispute specifically set forth in the Dispute Notice and shall, within thirty (30) days of its retention, render a written report to such Ceding Company and the Reinsurer (each, an “Adjustment Report”) in which the Independent Accounting Firm shall, after considering all matters set forth in the Dispute Notice, determine what adjustments, if any, should be made to the amounts and computations set forth in the applicable Subject Closing Statement solely as to the disputed items or amounts set forth in the Dispute Notice and shall determine the appropriate applicable Initial Premium, the applicable Ceding Commission, the applicable Initial Aggregate Required Balance, the applicable Initial Trust Account Required Balance and the applicable Transferred Asset Value as of the applicable Effective Time on that basis. (v) The Adjustment Report shall set forth, in reasonable detail, the Independent Accounting Firm’s or the Independent Actuary’s, as applicable, determination with respect to each of the disputed items or amounts specified in the Dispute Notice, and the revisions, if any, to be made to the applicable Subject Closing Statement, together with supporting calculations. In resolving any disputed item or amount, the Independent Accounting Firm and the Independent Actuary (A) shall be bound to the principles of this Section 2.05 and the terms of this Agreement, including whether the applicable items set forth on the Subject Closing Statement were derived from the Initial Premium Roll-Forward Model, as applicable, (B) shall limit its review to matters specifically set forth in the Dispute Notice and (C) shall not assign a value to any matter higher than the highest value for such matter claimed by either Party or less than the lowest value for such matter claimed by either Party. (vi) All fees and expenses relating to the work of the Independent Accounting Firm and the Independent Actuary shall be paid by the Party (that is, either Ceding Company or the Reinsurer) whose position with respect to the matter(s) in dispute is furthest from the Independent Accounting Firm’s or the Independent Actuary’s, as applicable, final determination. The Adjustment Report, absent Fraud or manifest error, shall be final, binding and conclusive upon the Parties, and shall be expert determinations under New York Law governing expert determination and appraisal proceedings. Any claim, dispute or controversy arising out of or relating to the final determinations of the Independent Accounting Firm or the Independent Actuary, including enforcement of such final determinations, shall be resolved in accordance with Section 9.10. (f) Upon the final determination of the applicable Final Initial Aggregate Required Balance and the applicable Final Initial Trust Account Required Balance, the applicable Parties agree to promptly make any necessary adjustments under Section 7.8 of the applicable Reinsurance Agreement to the extent not reflected in any prior adjustments.