Reports and Settlements. (a) From and after the date hereof, Maiden Re shall deliver to the Retrocessionaire, within thirty (30) calendar days after the end of each calendar quarter, a report (each a "Ouarterl v Repo,t") with respect to the Subject Business, containing the information reasonably required by the Retrocessionaire. The first such Quarterly Report shall be with respect to the period between the Effective Time through the end of the first such calendar qua1ter after the Execution Date. Maiden Re shall provide to the Retrocess ionaire such other periodic accounting and other reports with respect to the Subject Bus iness as the Rerrocessionaire may reasonably require. Maiden Re's obligations to provide information and reports to Retrocessionaire are contingent on Maiden Re receiving a ll necessary information and reports from All and Original Cedents, as applicable. (b) From and atier the date hereof: Maiden Re shall provide to the Retrocessionaire copies of all accounting reports received by Maiden Re from All pursuant to the Existing Quota Share Agreement, within two (2) Business Days of receipt of such reports. All undisputed amounts as shown thereon as due from Maiden Re (but only with respect to Covered Losses reinsured hereunder) shall be settled by the direct payment by the Retrocessionaire to An of such amounts (but only with respect to Covered Losses reinsured hereunder) within the due date specified in the Existing Quota Share Agreement (including in the event of insolvency of Maiden Re); provided however that nothing in this provision shall limit in 10 (c) Notwithstanding anything to the contrary in Section 4.1 (b), the Parties agree that Commuted Covered Losses shall count towards the Retention as and when such losses are paid or settled by All or its Affiliales, and lo the extent any Commuted Covered Losses are paid or settled by All or its Affiliates after the Retention has been reached, the Retrocessionaire shall pay the amount of any such Commuted Covered Losses directly to Maiden Re and not AIi. For the avoidance of doubt, Commuted Covered Losses shall not exceed $312,785,677, and all Commuted Covered Lossc.s paid by the Rctrocessionaire shall count towards the Aggregate Limit. ARTICLE V
Appears in 2 contracts
Sources: Adverse Development Cover Agreement (Maiden Holdings, Ltd.), Adverse Development Cover Agreement
Reports and Settlements. (a) From and after the date hereof, Maiden Re shall deliver to the Retrocessionaire, within thirty (30) calendar days after the end of each calendar quarter, a report (each a "Ouarterl v Repo,t") with respect to the Subject Business, containing the information reasonably required by the Retrocessionaire. The first such Quarterly Report shall be with respect to the period between the Effective Time through the end of the first such calendar qua1ter after the Execution Date. Maiden Re Administrator shall provide to the Retrocess ionaire such other Retrocedent periodic accounting and other reports with respect to the Non-Retained Subject Bus iness Business as specified in the Rerrocessionaire may reasonably requireAdministrative Services Agreement. Maiden Re's obligations Without limiting the foregoing, the Retrocessionaire shall, or shall cause the Administrator to, deliver to the Retrocedent within twenty (20) Business Days after the end of each calendar quarter during the term of this Agreement (i) an Accounting Report with respect to the Non-Retained Subject Business, (ii) a report of the Applicable Reserves for the Subject Business for all periods after December 31, 2024, subject to receiving the Accounting Report under Section 4.2(b)(i), and (iii) the Funding Report for all periods after December 31, 2024 (collectively, the “Retrocessionaire’s Reports”). In the event that the Administrative Services Agreement is terminated and this Agreement remains in force, to the extent that the Retrocedent appoints a third-party to administer the Non-Retained Subject Business, the Retrocedent shall cause such third-party administrator to provide information and reports the Retrocessionaire’s Reports to the Retrocessionaire are contingent on Maiden Re receiving a ll necessary information and reports from All and Original Cedents, as applicablewithin the timeframes specified in this Agreement.
(b) From and atier the date hereof: Maiden Re The Retrocedent shall provide deliver to the Retrocessionaire copies of all accounting reports received by Maiden Re from All pursuant to the Existing Quota Share Agreement, within two twenty (220) Business Days after the end of receipt each calendar quarter during the term of such reports. All undisputed amounts as shown thereon as due from Maiden Re this Agreement (but only i) an Accounting Report with respect to Covered Losses reinsured hereunderthe Retained Subject Business, (ii) shall be settled by the direct payment by the Retrocessionaire to An of such amounts (but only a combined Accounting Report with respect to Covered Losses reinsured hereunderthe Subject Business (the “Subject Business Accounting Report”), (iii) within for all periods ending on or prior to December 31, 2024, the due date specified data listed in Exhibit C as updated by mutual agreement of the Existing Quota Share Agreement Parties from time to time (including in the event of insolvency of Maiden Re“Reserve Report”); provided however that nothing , (i) to (iii) in this provision shall limit in 10
(cSection 4.1(b) Notwithstanding anything to collectively being the contrary in Section 4.1 (b), the Parties agree that Commuted Covered Losses shall count towards the Retention as “Retrocedent Reports” and when such losses are paid or settled by All or its Affiliales, and lo the extent any Commuted Covered Losses are paid or settled by All or its Affiliates after the Retention has been reached, the Retrocessionaire shall pay Reports and the amount of any such Commuted Covered Losses directly to Maiden Re and not AIiRetrocedent Reports together being the “Reports”. For the avoidance of doubt, Commuted Covered Losses the Parties shall cooperate in good faith to transfer the responsibility for preparing the Reserve Report and the Funding Report from the Retrocedent to the Retrocessionaire by December 31, 2024.
(c) Each Party shall have twenty (20) Business Days after its receipt of the other Party’s Reports to review such reports and the calculations set forth therein (each such review period, the “Review Period”). In furtherance of such review, each Party shall provide the other Party and its Representatives with such reasonable access (including in-person and/or virtual access) to the employees and Representatives of the Party who are responsible for or knowledgeable about the information set forth in the respective Reports and to such workpapers and other information of the Party or independent accountants or actuaries relevant to the preparation of the respective Reports that the other Party or any of its Representatives may reasonably request; provided that such access does not exceed $312,785,677unreasonably interfere with the conduct of the business of either Party; provided, further that the independent accountants and actuaries of any Party will not be obligated to make any work papers available to the other Party, unless and until the other Party has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such accountants and actuaries, as applicable. If a Party disagrees with any of the other Party’s Reports (including any amount or computation set forth therein), the disputing Party may, on or prior to the last day of the Review Period, deliver a notice of disagreement (a “Report Notice of Disagreement”) to the other Party which specifies in reasonable detail each item that the disputing Party in good faith disputes (each, a “Report Disputed Item”) and the amount in dispute for each such Report Disputed Item. If a Party does not deliver a Report Notice of Disagreement prior to the end of the applicable Review Period for a particular Report, then the respective Reports and the amounts set forth therein shall be final, binding and conclusive on the Parties.
(d) If a Report Notice of Disagreement is timely delivered pursuant to Section 4.2(c), the Parties shall, during the twenty (20) Business Days following the receipt of such Report Notice of Disagreement by the non-disputing Party (the “Report Resolution Period”), endeavor in good faith to reach mutual agreement on the Report Disputed Items. If, by the end of the Report Resolution Period, the Parties are unable to reach such agreement with respect to all of the Report Disputed Items, they shall promptly thereafter engage and submit the unresolved Report Disputed Items (the “Report Unresolved Items”) to the Actuarial Expert which shall promptly review the relevant Reports and the Report Unresolved Items. The Actuarial Expert shall issue its written determination with respect to each Report Unresolved Item within thirty (30) days after the Report Unresolved Items are submitted for review to the Actuarial Expert. Each Party shall use commercially reasonable efforts to furnish to the Actuarial Expert such work papers, books, records and documents and other information pertaining to the Report Unresolved Items as the Actuarial Expert may request. The determination of the Actuarial Expert shall be final, binding and conclusive on the Parties. The fees, expenses and costs of the Actuarial Expert incurred in rendering any determination pursuant to this Section 4.2(d) shall be split equally between the Parties.
(e) Any payment, transfer or crediting of amounts due shall be made within fifteen (15) Business Days after agreement or determination (as applicable) of each Subject Business Accounting Report in accordance with this Section 4.2. Any balances due to the Retrocessionaire in connection with any quarterly settlement shall be payable by the Retrocedent to the Retrocessionaire, and all Commuted Covered Lossc.s any balances due to be paid by the Rctrocessionaire Retrocessionaire in connection with any quarterly settlement shall count towards be payable by the Aggregate LimitRetrocessionaire to the Retrocedent. ARTICLE VPayments not made by offset in the calculations set forth in the Subject Business Accounting Report shall be paid via electronic transfer of funds between the Retrocessionaire and the Retrocedent; provided, that amounts due from 15 the Retrocessionaire to the Retrocedent shall first reduce the Funds Withheld Account, being treated as settled to that extent, and after exhaustion of the Funds Withheld Account, payments shall be paid by the Retrocessionaire in cash within the time period specified in the first sentence of this Section 4.2(e) or via withdrawal from the Lloyd’s Trust Account by the Retrocedent, in each case in accordance with Section 10.6(b) (provided, however, that nothing contained herein is intended to restrict or modify the rights of the Retrocedent to the Lloyd’s Trust Account as provided under Article X). For the avoidance of doubt, any obligations of the Retrocedent to make any payments under this Agreement are solely the obligations of Sirius International Syndicate 1945 at Lloyd's as the Retrocedent and not of Sirius International Managing Agency Limited.
Appears in 1 contract
Sources: Loss Portfolio Transfer Reinsurance Agreement (SiriusPoint LTD)
Reports and Settlements. (a) From The Administrator shall provide to the Cedent periodic accounting and after other reports with respect to the date hereofSubject Business as specified in the Administrative Services Agreement. Without limiting the foregoing, Maiden Re the Reinsurer shall, or shall cause the Administrator to, deliver to the RetrocessionaireCedent an Accounting Report with respect to the liabilities of the Subject Business within ten (10) Business Days after the end of each calendar month during the term of this Agreement. Within five (5) Business Days after receiving each such Accounting Report, the Cedent shall advise the Reinsurer in writing of its good faith estimate of the Inuring Reinsurance Recoverables applicable to the payments in respect of the Subject Business set forth in such Accounting Report and the resulting amount of such payments that constitute Covered Losses hereunder (the “Cedent’s IRR Report”).
(b) Any payment, transfer or crediting of amounts due on any Accounting Report that constitute Covered Losses after the application of any Inuring Reinsurance Recoverable shall be made within fifteen (15) Business Days after the delivery by the Cedent of the Cedent’s IRR Report. Any balances due to be paid by the Reinsurer in connection with any monthly settlement shall be payable by the Reinsurer to the Cedent, and any balances due to be paid by the Cedent to the Reinsurer shall be payable by the Cedent to the Reinsurer. Payments not made by offset shall be paid via electronic transfer of funds between the Reinsurer and the Cedent; provided that amounts due from the Reinsurer to the Cedent shall first be paid via withdrawal by the Cedent from the Funds Withheld Account and, after the Funds Withheld Account has been exhausted, payments shall be made directly from the Reinsurer to the Cedent.
(c) Within thirty (30) calendar days after the end of each calendar quartermonth, the Cedent shall provide to Reinsurer a report (each a "Ouarterl v Repo,t") with respect to that calculates the Net Subject Business, containing the information reasonably required by the Retrocessionaire. The first such Quarterly Report shall be with respect to the period between the Effective Time through Premium Adjustment as of the end of the first such calendar qua1ter after the Execution Datemonth. Maiden Re The Cedent shall provide credit any amounts due to the Retrocess ionaire such other periodic accounting and other reports with respect Reinsurer for the Net Subject Premium Adjustment, as reflected in the applicable monthly report, to the Subject Bus iness as the Rerrocessionaire may reasonably require. Maiden Re's obligations to provide information and reports to Retrocessionaire are contingent on Maiden Re receiving a ll necessary information and reports from All and Original Cedents, as applicableFunds Withheld Account.
(bd) From and atier Following the date hereof: Maiden Re shall provide to the Retrocessionaire copies end of all accounting reports received by Maiden Re from All pursuant to the Existing Quota Share Agreement, within two (2) Business Days of receipt of such reports. All undisputed amounts as shown thereon as due from Maiden Re (but only with respect to Covered Losses reinsured hereunder) shall be settled by the direct payment by the Retrocessionaire to An of such amounts (but only with respect to Covered Losses reinsured hereunder) within the due date specified in the Existing Quota Share Agreement (including in the event of insolvency of Maiden Re); provided however that nothing in this provision shall limit in 10
(c) Notwithstanding anything to the contrary in Section 4.1 (b)each calendar quarter, the Parties agree that Commuted Covered Losses shall count towards review the Retention as estimated Inuring Reinsurance Recoverables determined by the Cedent for each month and when reported in the Cedent’s IRR Reports during such losses are paid or settled by All or its Affiliales, quarter and lo the extent discuss in good faith whether any Commuted Covered Losses are paid or settled by All or its Affiliates after the Retention has been reached, the Retrocessionaire shall pay the amount of any adjustment to such Commuted Covered Losses directly to Maiden Re and not AIiamounts should be made. For the avoidance of doubt, Commuted Covered Losses shall not exceed $312,785,677the Parties intend for Inuring Reinsurance Recoverables to include all amounts recoverable under the Inuring Reinsurance regardless of whether such amounts are billed or collected and without regard to whether the terms of such Inuring Reinsurance are amended, and all Commuted Covered Lossc.s paid waived or commuted after the Valuation Date by any of the Rctrocessionaire shall count towards the Aggregate Limit. ARTICLE Vparties thereto.
Appears in 1 contract
Sources: Loss Portfolio Transfer Reinsurance Agreement (SiriusPoint LTD)
Reports and Settlements. (a) From and after the date hereof, Maiden Re shall deliver to the Retrocessionaire, within thirty (30) calendar days after the end of each calendar quarter, a report (each a "Ouarterl v Repo,t") with respect to the Subject Business, containing the information reasonably required by the Retrocessionaire. The first such Quarterly Report shall be with respect to the period between the Effective Time through the end of the first such calendar qua1ter after the Execution Date. Maiden Re Administrator shall provide to the Retrocess ionaire such other Retrocedent periodic accounting and other reports with respect to the Non-Retained Subject Bus iness Business as specified in the Rerrocessionaire may reasonably requireAdministrative Services Agreement. Maiden Re's obligations Without limiting the foregoing, the Retrocessionaire shall, or shall cause the Administrator to, deliver to the Retrocedent within twenty (20) Business Days after the end of each calendar quarter during the term of this Agreement (i) an Accounting Report with respect to the Non-Retained Subject Business, (ii) a report of the Applicable Reserves for Major Losses for all periods ending on or prior to December 31, 2024, (iii) subject to receiving the Accounting Report under Section 4.2(b)(i) for the applicable period in accordance with this Agreement, a report of the Applicable Reserves for the Subject Business for all periods after December 31, 2024, (iv) the portion of the Funding Report with respect to Major Losses for all periods ending on or prior to December 31, 2024, and (v) the Funding Report for all periods after December 31, 2024 (collectively, the “Retrocessionaire’s Reports”). In the event that the Administrative Services Agreement is terminated and this Agreement remains in force, to the extent that the Retrocedent appoints a third-party to administer the Non-Retained Subject Business, the Retrocedent shall cause such third-party administrator to provide information and reports the Retrocessionaire’s Reports to the Retrocessionaire are contingent on Maiden Re receiving a ll necessary information and reports from All and Original Cedents, as applicablewithin the timeframes specified in this Agreement.
(b) From and atier the date hereof: Maiden Re The Retrocedent shall provide deliver to the Retrocessionaire copies of all accounting reports received by Maiden Re from All pursuant to the Existing Quota Share Agreement, within two twenty (220) Business Days after the end of receipt each calendar quarter during the term of such reports. All undisputed amounts as shown thereon as due from Maiden Re this Agreement (but only i) an Accounting Report with respect to Covered the Retained Subject Business, (ii) a combined Accounting Report with respect to the Subject Business (the “Subject Business Accounting Report”), (iii) for all periods ending on or prior to December 31, 2024, the data listed in Exhibit C as updated by mutual agreement of the Parties from time to time (the “Reserve Report”) including the report of the Applicable Reserves for Major Losses reinsured hereunder) shall be settled by the direct payment provided by the Retrocessionaire in accordance with Section 4.2(a)(ii), and (iv) for all periods ending on or prior to An December 31, 2024, the Funding Report including the portion of such amounts (but only the Funding Report with respect to Covered Major Losses reinsured hereunderprovided by the Retrocessionaire in accordance with Section 4.2(a)(iv) within the due date specified in the Existing Quota Share Agreement (including in the event of insolvency of Maiden Re); provided however that nothing in this provision shall limit in 10
(c) Notwithstanding anything to the contrary in Section 4.1 (b)collectively, the Parties agree that Commuted Covered Losses shall count towards “Retrocedent Reports” and collectively with the Retention as and when such losses are paid or settled by All or its Affiliales, and lo the extent any Commuted Covered Losses are paid or settled by All or its Affiliates after the Retention has been reachedRetrocessionaire’s Reports, the Retrocessionaire shall pay the amount of any such Commuted Covered Losses directly to Maiden Re and not AIi“Reports”). For the avoidance of doubt, Commuted Covered Losses the Parties shall cooperate in good faith to transfer the responsibility for preparing the Reserve Report and the Funding Report from the Retrocedent to the Retrocessionaire by December 31, 2024.
(c) Each Party shall have twenty (20) Business Days after its receipt of the other Party’s Reports to review such reports and the calculations set forth therein (each such review period, the “Review Period”). In furtherance of such review, each Party shall provide the other Party and its Representatives with such reasonable access (including in-person and/or virtual access) to the employees and Representatives of the Party who are responsible for or knowledgeable about the information set forth in the respective Reports and to such workpapers and other information of the Party or independent accountants or actuaries relevant to the preparation of the respective Reports that the other Party or any of its Representatives may reasonably request; provided that such access does not exceed $312,785,677unreasonably interfere with the conduct of the business of either Party; provided, further that the independent accountants and actuaries of any Party will not be obligated to make any work papers available to the other Party, unless and until the other Party has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such accountants and actuaries, as applicable. If a Party disagrees with any of the other Party’s Reports (including any amount or computation set forth therein), the disputing Party may, on or prior to the last day of the Review Period, deliver a notice of disagreement (a “Report Notice of Disagreement”) to the other Party which specifies in reasonable detail each item that the disputing Party in good faith disputes (each, a “Report Disputed Item”) and the amount in dispute for each such Report Disputed Item. If a Party does not deliver a Report Notice of Disagreement prior to the end of the applicable Review Period for a particular Report, then the respective Reports and the amounts set forth therein shall be final, binding and conclusive on the Parties.
(d) If a Report Notice of Disagreement is timely delivered pursuant to Section 4.2(c), the Parties shall, during the twenty (20) Business Days following the receipt of such Report Notice of Disagreement by the non-disputing Party (the “Report Resolution Period”), endeavor in good faith to reach mutual agreement on the Report Disputed Items. If, by the end of the Report Resolution Period, the Parties are unable to reach such agreement with respect to all of the Report Disputed Items, they shall promptly thereafter engage and submit the unresolved Report Disputed Items (the “Report Unresolved Items”) to the Actuarial Expert which shall promptly review the relevant Reports and the Report Unresolved Items. The Actuarial Expert shall issue its written determination with respect to each Report Unresolved Item within thirty (30) days after the Report Unresolved Items are submitted for review to the Actuarial Expert. Each Party shall use commercially reasonable efforts to furnish to the Actuarial Expert such work papers, books, records and documents and other information pertaining to the Report Unresolved Items as the Actuarial Expert may request. The determination of the Actuarial Expert shall be final, binding and conclusive on the Parties. The fees, expenses and costs of the Actuarial Expert incurred in rendering any determination pursuant to this Section 4.2(d) shall be split equally between the Parties.
(e) Any payment, transfer or crediting of amounts due shall be made within fifteen (15) Business Days after agreement or determination (as applicable) of each Subject Business Accounting Report in accordance with this Section 4.2. Any balances due to the Retrocessionaire in connection with any quarterly settlement shall be payable by the Retrocedent to the Retrocessionaire, and all Commuted Covered Lossc.s any balances due to be paid by the Rctrocessionaire Retrocessionaire in connection with any quarterly settlement shall count towards be payable by the Aggregate LimitRetrocessionaire to the Retrocedent. ARTICLE VPayments not made by offset in the calculations set forth in the Subject Business Accounting Report shall be paid via electronic transfer of funds between the Retrocessionaire and the Retrocedent; provided, that amounts due from the Retrocessionaire to the Retrocedent shall first reduce the Funds Withheld Account, being treated as settled to that extent, and after exhaustion of the Funds Withheld Account, payments shall be paid by the Retrocessionaire in cash within the time period specified in the first sentence of this Section 4.2(e) or via withdrawal from the SINT Trust Account by the Retrocedent, in each case in accordance with Section 10.6(b) (provided, however, that nothing contained herein is intended to restrict or modify the rights of the Retrocedent to the SINT Trust Account as provided under Article X).
Appears in 1 contract