Common use of Reinsurance Consideration Clause in Contracts

Reinsurance Consideration. (a) As consideration for the coverage provided hereunder, (i) Empower Annuity Insurance Company of America agrees to pay to the Reinsurer an amount equal to [Redacted]; (ii) Empower Annuity Insurance Company agrees to pay to the Reinsurer an amount equal to [Redacted]; and (iii) each Company agrees to pay the Reinsurance Fees payable by it hereunder. (iv) After the date hereof, the parties shall make adjustments to the One-Time Reinsurance Premium Adjustment Amount, if necessary, in accordance with Section 4.1(c) below. (i) Within [Redacted] Business Days after the Effective Date, the Company shall pay or cause to be paid to the Reinsurer the One-Time Reinsurance Premium and One-Time Reinsurance Premium Adjustment Amount and (ii) within [Redacted] days of the Effective Date, the Reinsurer shall deposit Eligible Assets into the Collateral Account whose aggregate Book Value shall equal [Redacted] (collectively, the “Estimated Initial Deposit”). After the date hereof, the parties shall make adjustments to (i) the Estimated Initial Deposit, if necessary, based upon any change in Statutory Reserves, calculated as of the Effective Time, and (ii) One-Time Reinsurance Premium Adjustment Amount, in each case as determined in accordance with Section 4.1(c) below. 758006789 (c) The One-Time Reinsurance Premium Adjustment Amount, and Estimated Initial Deposit shall be deemed to be final unless the Company or the Reinsurer provides a written notice to the other party within [Redacted] Business Days after receipt of a report of such amount in connection with the payments described in Section 4.1(b) stating that (i) the Company disagrees with one or more of the entries or calculations (or any components thereof) set forth in a report provided in connection with the payments described in Section 4.1(b) with respect to the Statutory Reserves as of the Effective Time, or (ii) the Reinsurer disagrees with one or more of the entries or calculations (or any components thereof) set forth in a report provided in connection with the payments described in Section 4.1(b) with respect to the One-Time Reinsurance Premium Adjustment Amount, and, in each case, specifying in reasonable detail each such item that the Company or Reinsurer disputes, the amount in dispute for each such disputed item and the reasons supporting their positions. If the Company and the Reinsurer reach agreement with respect to all disputed items, the Statutory Reserves, calculated as of the Effective Time, the One-Time Reinsurance Premium Adjustment Amount and Estimated Initial Deposit shall be revised to the agreed upon items and any required settlement (either in cash or in deposits to the Collateral Account, as mutually agreed by the Company and the Reinsurer) will occur within [Redacted] Business Days of such agreement. If the Company and the Reinsurer are unable to resolve all of the disputed items within [Redacted] Business Days following the delivery of any such dispute notice, the issue shall be resolved pursuant to the Expert Dispute Resolution Process described in Section 12.3.