Common use of Loss Settlements Clause in Contracts

Loss Settlements. The Reinsurer shall accept the decision of the Administrator with respect to a Claim and the incurrence of a Loss, except as otherwise provided herein. The Administrator agrees to deliver written notice to the Reinsurer of each Claim which would, if paid, cause the Reinsurer's liability hereunder to be $25,000 or more prior to such Claim actually being paid. The Administrator agrees to deliver to the Reinsurer all documents, reports and other information in the possession of or known by the Administrator relating to such Claim to permit the Reinsurer to evaluate the Claim and advise the Administrator in writing with respect to payment of the Claim. If the Reinsurer fails to advise the Administrator in writing within ten (10) days after the Administrator's delivery to the Reinsurer of the documents, reports and other information relating to such Claim, the Administrator shall pay the Claim and the Reinsurer shall be estopped from denying reinsurance liability hereunder for such Loss. The Administrator may, in its discretion, deliver written notice to the Reinsurer of each Claim as to which the Administrator is uncertain, or has reasonable cause to believe, that such Claim is or may not be properly payable. In addition, the Administrator shall deliver immediately such a notice to the Reinsurer and the Company as to each Claim denied in whole or in part by the Administrator if a notice of litigation or threatened litigation is filed with the Company or the Administrator relating to such denied Claim (each Claim as to which such a notice is delivered is referred to herein as a "Contested Claim"). The Company and the Administrator agree to deliver immediately to the Reinsurer all documents, reports and other information relating to such Contested Claim to permit the Reinsurer to evaluate the Contested Claim and advise the Company and the Administrator in writing with respect to payment of the Contested Claim. In the event the Company or the Administrator complies with the Reinsurer's advice with respect to a Contested Claim, and Extra Contractual Obligations later arise with respect to such Contested Claim, the Reinsurer shall share in the Extra Contractual Obligations in proportion to the Reinsurer's liability for a Loss hereunder, but if the Company or the Administrator fails to give such notice or to comply with such advice, the Reinsurer shall not share in any of the Extra Contractual Obligations. In no event shall the Reinsurer be liable for any Extra Contractual Obligations based upon acts, omissions, facts, circumstances or events which occurred prior to the Effective Date. The Administrator agrees to deliver written notice to the Reinsurer of each Policy that the Administrator reasonably believes should be rescinded and Premium reimbursed to the policyholder prior to the Administrator, on behalf of the Company, actually rescinding such Policy. The Reinsurer shall review facts surrounding the Policy and the reasons for the reasonable belief of the Administrator that the Policy should be rescinded and the Reinsurer will advise the Administrator in writing with respect to the rescission of the Policy within fifteen (15) business days after the Administrator delivers its written notice to the Reinsurer regarding the Policy. In the event the Reinsurer advises the Administrator to rescind the Policy and Extra Contractual Obligations later arise due to such advice from the Reinsurer, the Reinsurer shall share in the Extra Contractual Obligations in proportion to the Reinsurer's liability for a Loss hereunder, but if the Administrator fails to comply with such advice, the Reinsurer shall not share in any of the Extra Contractual Obligations. The Administrator agrees to indemnify and hold harmless the Company and the Reinsurer from and against any losses, damages, liabilities, costs, or expenses incurred by the Company or the Reinsurer, as applicable, as a result of the Administrator's failure or refusal to comply with such advice from the Reinsurer as described in this Article XI. The parties agree that the Company's and the Administrator's intentional or grossly negligent acts or omissions with respect to this Article XI shall relieve the Reinsurer of any liability hereunder with respect to any such Claim, Loss or Policy.

Loss Settlements. The Reinsurer shall accept the decision of the Administrator Company with respect to a Claim and the incurrence of a Loss, except as otherwise provided herein. The Administrator agrees to Company shall deliver written notice to the Reinsurer of each Claim which that would, if paid, cause the Reinsurer's liability hereunder to be $25,000 or more prior to such Claim actually being paid. The Administrator agrees to Company shall deliver to the Reinsurer all documents, reports and other information in the possession of or known by the Administrator Company relating to such Claim to permit the Reinsurer to evaluate the Claim and advise the Administrator Company in writing with respect to payment of the Claim. If the Reinsurer fails to advise the Administrator Company in writing within ten seven (107) days Business Days after the AdministratorCompany's delivery to the Reinsurer of the documents, reports and other information relating to such Claim, the Administrator Company shall pay the Claim and the Reinsurer shall be estopped from denying reinsurance liability hereunder for such Loss. The Administrator Company may, in its discretion, deliver written notice to the Reinsurer of each Claim as to which the Administrator Company is uncertain, or has reasonable cause to believe, that such Claim is or may not be properly payable. In addition, the Administrator Company shall deliver immediately such a notice to the Reinsurer and the Company as to each Claim denied in whole or in part by the Administrator Company if a notice of litigation or threatened litigation is filed with the Company or the Administrator relating to such denied Claim (each Claim as to which such a notice is delivered is referred to herein as a "Contested Claim"). The Company and the Administrator agree agrees to deliver immediately to the Reinsurer all documents, reports and other information relating to such Contested Claim to permit the Reinsurer to evaluate the Contested Claim and advise the Company and the Administrator in writing with respect to payment of the Contested Claim. In the event the Company or the Administrator complies with the Reinsurer's advice with respect to a Contested Claim, and Extra Contractual Obligations later arise with respect to such Contested Claim, the Reinsurer shall share in the Extra Contractual Obligations in proportion and Loss Adjustment Expenses to the extent of the Reinsurer's liability for Proportionate Share of a Loss hereunder, but if the Company or the Administrator fails to give such notice or to comply with such advice, the Reinsurer shall not share in any of the Extra Contractual Obligations. In no event shall the Reinsurer be liable for any Extra Contractual Obligations based upon acts, omissions, facts, circumstances or events which occurred prior to the Effective Date. The Administrator agrees Prior to rendering any advice with respect to a Contested Claim, the Reinsurer may discharge its liability under this Agreement by paying the Reinsurer's Proportionate Share of the Contested Claim and shall have no further liability with respect thereto. Upon reasonable information and belief, the Company may rescind a Policy and return Premium with respect thereto. Within 5 days thereafter, the Company shall deliver written notice to the Reinsurer of each Policy that such rescission, together with all documents, reports and other information in the Administrator reasonably believes should be rescinded and Premium reimbursed possession of or known by the Company relating to the policyholder prior to the Administrator, on behalf of the Company, actually rescinding such Policyrescission. The Reinsurer shall review facts surrounding the Policy and the reasons for the reasonable belief of the Administrator that the Policy should be rescinded and the Reinsurer will advise the Administrator Company in writing with respect to its concurrence or dissention with the rescission of the Policy within fifteen (15) business days 7 Business Days after the Administrator Company delivers its written notice to the Reinsurer regarding the Policyrescission. In the event the Reinsurer advises concurs with the Administrator Company's rescission, the Reinsurer shall immediately remit to rescind the Policy Company the Reinsurer's Proportionate Share of Premium applicable to the rescinded Policy, and if Extra Contractual Obligations later arise due to such advice from the Reinsurerrescission, the Reinsurer shall share in the Extra Contractual Obligations in proportion and Loss Adjustment Expenses to the extent of the Reinsurer's liability for Proportionate Share of a Loss hereunder, but if . In the Administrator fails to comply event the Reinsurer dissents with such advicethe Company's rescission, the Reinsurer shall not share in any immediately remit to the Company the Reinsurer's Proportionate Share of the Claim applicable to the rescinded Policy, and if Extra Contractual Obligations. The Administrator agrees Obligations later arise due to indemnify and hold harmless the Company and such rescission, the Reinsurer from and against any losses, damages, liabilities, costs, shall have no liability for such Extra Contractual Obligations or expenses incurred by the Company or the Reinsurer, as applicable, as a result of the Administrator's failure or refusal to comply with such advice from the Reinsurer as described in this Article XILoss Adjustment Expenses relating thereto. The parties agree that the Company's and the Administrator's intentional or grossly negligent acts or omissions with respect to this Article XI shall relieve the Reinsurer of any liability hereunder with respect to any such Claim, Loss or Policy.

Loss Settlements. The Reinsurer shall accept the decision of the Administrator Company with respect to a Claim and the incurrence of a Loss, except as otherwise provided herein. The Administrator Company agrees to deliver written notice to the Reinsurer of each Claim which would, if paid, cause the Reinsurer's liability hereunder to be $25,000 50,000 or more prior to such Claim actually being paid. The Administrator Company agrees to deliver to the Reinsurer all documents, reports and other information in the possession of or known by the Administrator Company relating to such Claim to permit the Reinsurer to evaluate the Claim and advise the Administrator Company in writing with respect to payment of the Claim. If the Reinsurer fails to advise the Administrator Company in writing within ten twenty (1020) days after the AdministratorCompany's delivery to the Reinsurer of the documents, reports and other information relating to such Claim, the Administrator Company shall pay the Claim and the Reinsurer shall be estopped from denying reinsurance liability hereunder for such Loss. The Administrator Company may, in its discretion, deliver written notice to the Reinsurer of each Claim as to which the Administrator Company is uncertain, or has reasonable cause to believe, that such Claim is or may not be properly payable. In addition, the Administrator Company shall deliver immediately such a notice to the Reinsurer and the Company as to each Claim denied in whole or in part by the Administrator Company if a notice of litigation or threatened litigation is filed with the Company or the Administrator relating to such denied Claim (each Claim as to which such a notice is delivered is referred to herein as a "Contested Claim"). The Company and the Administrator agree agrees to deliver immediately to the Reinsurer all documents, reports and other information relating to such Contested Claim to permit the Reinsurer to evaluate the Contested Claim and advise the Company and the Administrator in writing with respect to payment of the Contested Claim. In the event the Company or the Administrator complies with the Reinsurer's advice with respect to a Contested Claim, and Extra Contractual Obligations later arise with respect to such Contested Claim, the Reinsurer shall share in the Extra Contractual Obligations in proportion to the Reinsurer's liability for a Loss hereunder, but if the Company or the Administrator fails to give such notice or to comply with such advice, the Reinsurer shall not share in any of the Extra Contractual Obligations. In no event shall the Reinsurer be liable for any Extra Contractual Obligations based upon acts, omissions, facts, circumstances or events which occurred prior to the Effective Date. The Administrator Company agrees to deliver written notice to the Reinsurer of each Policy that the Administrator Company reasonably believes should be rescinded and Premium reimbursed to the policyholder prior to the Administrator, on behalf of the Company, Company actually rescinding such Policy. The Reinsurer shall review facts surrounding the Policy and the reasons for the reasonable belief of the Administrator Company that the Policy should be rescinded and the Reinsurer will advise the Administrator Company in writing with respect to the rescission of the Policy within fifteen twenty (1520) business days after the Administrator Company delivers its written notice to the Reinsurer regarding the Policy. In the event the Reinsurer advises the Administrator Company to rescind the Policy and Extra Contractual Obligations later arise due to such advice from the Reinsurer, the Reinsurer shall share in the Extra Contractual Obligations in proportion to the Reinsurer's liability for a Loss hereunder, but if the Administrator Company fails to comply with such advice, the Reinsurer shall not share in any of the Extra Contractual Obligations. The Administrator agrees to indemnify and hold harmless the Company and the Reinsurer from and against any losses, damages, liabilities, costs, or expenses incurred by the Company or the Reinsurer, as applicable, as a result of the Administrator's failure or refusal to comply with such advice from the Reinsurer as described in this Article XI. The parties agree that the Company's and the Administrator's intentional or grossly negligent acts or omissions with respect to this Article XI shall relieve the Reinsurer of any liability hereunder with respect to any such Claim, Loss or Policy. -10- 11 ARTICLE XII - COINSURANCE; RESERVES ----------------------------------- The reinsurance hereunder shall be on a Coinsurance Basis. The parties agree that the SAP reserves relating to the Policies, including but not limited to the Claim reserves (including Loss Adjustment Expenses), the advance premiums, and uneamed premiums shall be reviewed at least quarterly and that any redundancy or deficiency thereof shall be adjusted immediately. SAP reserves relating to the Policies shall be ceded, and assets, acceptable to the Reinsurer (if other than cash assets) and valued at book value (or marked to market as of the Effective Date in the case of marketable securities) in accordance with SAP, which assets satisfy the reserve requirements necessary or required by applicable law or regulation with respect to the Reinsurer's proportionate share of liability hereunder, shall be transferred by the Company to the Reinsurer in connection with the reinsurance hereunder. As of the end of the calendar quarter in which this Agreement commences and as part of such quarterly accounting and reporting, the parties agree to true-up the value of the assets transferred based upon the value of such assets as of the Effective Date and to pay to the other any amounts owed by one party to the other as a result of such true-up.

Loss Settlements. The All Loss Settlements that are paid by the Company within the terms, conditions and limitations of the Group Contract shall be unconditionally binding upon the Reinsurer. Subject to the immediately succeeding paragraph, the Reinsurer shall accept pay to the decision of Company, no later than the Administrator Loss Settlement Payment Date occurring in each calendar quarter, the Loss Settlement amount due and payable hereunder with respect to the preceding calendar quarter as reported in the Quarterly Loss Settlement Report delivered during such quarter, together with interest thereon credited at the Deposit Crediting Rate for the period, if any, from and including such Loss Settlement Payment Date to but excluding the date of payment; provided, however, if the Reinsurer has provided a Claim and Deposit or Trust Account pursuant to Article 6 hereof, the incurrence of a LossCompany shall, except as otherwise provided herein. The Administrator agrees to deliver written notice on such Loss Settlement Payment Date, to the extent sufficient funds are available therefor, reduce the Deposit by, or withdraw from the Trust Account, as applicable, an amount equal to the Loss Settlement amount due and payable hereunder on such Loss Settlement Payment Date. In the event the Reinsurer notifies the Company, prior to the Loss Settlement Payment Date occurring in any calendar quarter, of each Claim which would, if paid, cause the Reinsurer's liability hereunder to be $25,000 or more prior to ’s good faith belief that the Loss Settlement amount reported in the Quarterly Loss Settlement Report delivered during such Claim actually being paid. The Administrator agrees to deliver to calendar quarter is inaccurate, (i) the Reinsurer shall promptly inform the Company that all documentsor a portion of such Loss Settlement amount is in dispute, reports and other information (ii) the Company shall promptly commence the procedures set forth in the possession of or known by the Administrator relating to such Claim to permit Group Contract for resolving inaccuracies in Line 6 Amounts and (iii) the Reinsurer to evaluate the Claim and advise the Administrator in writing with respect to may either (A) delay payment of the Claim. If disputed portion of such Loss Settlement amount (the “Disputed Portion”) until such time as the Loss Settlement amount is (x) determined to be the Loss Settlement amount reported in such Quarterly Loss Settlement Report, in which case the Reinsurer fails will promptly pay the Disputed Portion with interest thereon from and including the Loss Settlement Payment Date applicable to advise such calendar quarter to but excluding the Administrator in writing within ten (10) days after date the Administrator's delivery Disputed Portion is actually paid at a rate equal to the Reinsurer of Deposit Crediting Rate (the documents, reports and other information relating to Disputed Portion plus such Claim, the Administrator shall pay the Claim and the Reinsurer shall be estopped from denying reinsurance liability hereunder for such Loss. The Administrator may, in its discretion, deliver written notice to the Reinsurer of each Claim as to which the Administrator is uncertain, or has reasonable cause to believe, that such Claim is or may not be properly payable. In addition, the Administrator shall deliver immediately such a notice to the Reinsurer and the Company as to each Claim denied in whole or in part by the Administrator if a notice of litigation or threatened litigation is filed with the Company or the Administrator relating to such denied Claim (each Claim as to which such a notice is delivered is interest being referred to herein as the “True-up Amount” and the date of such payment being referred to herein as the “True-up Date”), (y) determined to be the undisputed portion of the Loss Settlement amount reported in the Quarterly Loss Settlement Report, in which case the Company will deliver a "Contested Claim"revised Quarterly Loss Settlement Report setting forth the corrected Loss Settlement amount and no further payments will be owed in respect of such Quarterly Loss Settlement Report or (z) determined to be an amount other than the Loss Settlement amount reported in the Quarterly Loss Settlement Report or the undisputed portion of such Loss Settlement amount, in which case the Company will deliver a revised Quarterly Loss Settlement Report setting forth the corrected Loss Settlement amount and appropriate payments (including interest at the Deposit Crediting Rate) will be made to put the parties in the position they would have been in had the corrected Loss Settlement amount been the Loss Settlement amount reported in the Quarterly Loss Settlement Report, taking into account the Reinsurer’s prior payment of the undisputed portion of the Loss Settlement amount (such payments constituting True-up Amounts if paid by the Reinsurer and Refund Amounts (as defined below) if paid by the Company) or (B) make payment of the Loss Settlement amount and (x) if the Loss Settlement amount is determined to be the Loss Settlement amount reported in the Quarterly Loss Settlement Report, no further payments will be owed in respect of such Quarterly Loss Settlement Report or (y) if the Loss Settlement amount is determined to be an amount less than the Loss Settlement amount reported in the Quarterly Loss Settlement Report, the Company will deliver a revised Quarterly Loss Settlement Report for such calendar quarter setting forth the corrected Loss Settlement amount and will pay to the Reinsurer an amount equal to the difference between the original Loss Settlement amount and the corrected Loss Settlement amount, with interest on such amount from and including the Loss Settlement Payment Date applicable to such calendar quarter to but excluding the date such amount is paid by the Company at a rate equal to the Deposit Crediting Rate (such amount being referred to herein as the “Refund Amount” and the date of such payment being referred to herein as the “Refund Date”). In the event the Reinsurer notifies the Company, following the Loss Settlement Payment Date occurring in any calendar quarter, of the Reinsurer’s good faith belief that the Loss Settlement amount reported in the Quarterly Loss Settlement Report delivered during such calendar quarter was inaccurate, (i) the Company shall promptly commence the procedures set forth in the Group Contract for resolving inaccuracies in Line 6 Amounts and (ii) if the Loss Settlement amount is determined to be an amount less than the Loss Settlement amount reported in such Quarterly Loss Settlement Report, the Company will deliver a revised Quarterly Loss Settlement Report for such calendar quarter setting forth the corrected Loss Settlement amount and will pay to the Reinsurer an amount equal to the difference between the original Loss Settlement amount and the corrected Loss Settlement amount, with interest on such amount from and including the Loss Settlement Payment Date applicable to such calendar quarter to but excluding the date such amount is paid by the Company at a rate equal to the Deposit Crediting Rate (such payment constituting a Refund Amount). The Company and the Administrator agree to deliver immediately to the Reinsurer all documents, reports and other information relating to such Contested Claim to permit the Reinsurer to evaluate the Contested Claim and advise the Company and the Administrator in writing with respect to payment of the Contested Claim. In the event the Company or the Administrator complies with the Reinsurer's advice with respect to a Contested Claim, and Extra Contractual Obligations later arise with respect to such Contested Claim, the Reinsurer shall share in the Extra Contractual Obligations in proportion to the Reinsurer's liability for a Loss hereunder, but if the Company or the Administrator fails to give such notice or to comply with such advice, the Reinsurer shall not share in any of the Extra Contractual Obligations. In no event shall the Reinsurer be liable for any Extra Contractual Obligations based upon acts, omissions, facts, circumstances or events which occurred prior to the Effective Date. The Administrator agrees to deliver written notice to the Reinsurer of each Policy that the Administrator reasonably believes should be rescinded and Premium reimbursed to the policyholder prior to the Administrator, on behalf of the Company, actually rescinding such Policy. The Reinsurer shall review facts surrounding the Policy and the reasons for the reasonable belief of the Administrator that the Policy should be rescinded and the Reinsurer will advise the Administrator in writing with respect to the rescission deliver copies of the Policy within fifteen (15) business days after the Administrator delivers its written notice to the Reinsurer regarding the Policy. In the event the Reinsurer advises the Administrator to rescind the Policy all notices and Extra Contractual Obligations later arise due to such advice from the Reinsurer, the Reinsurer shall share in the Extra Contractual Obligations in proportion to the Reinsurer's liability for a Loss hereunder, but if the Administrator fails to comply with such advice, the Reinsurer shall not share in any of the Extra Contractual Obligations. The Administrator agrees to indemnify and hold harmless the Company and the Reinsurer from and against any losses, damages, liabilities, costs, or expenses incurred reports delivered by the Company or the Reinsurer, as applicable, as a result of the Administrator's failure or refusal to comply with such advice from the Reinsurer as described in this Article XI. The parties agree that the Company's and the Administrator's intentional or grossly negligent acts or omissions with respect it pursuant to this Article XI shall relieve to any retrocessionaire of the Reinsurer of any liability hereunder with respect designated in writing to any such Claim, Loss or Policythe Company.