Loss Portfolio Transfer. As soon as available, a copy of any written reports or other material information (including, without limitation, information with respect to pricing, compensation, commissions or other pricing or fee arrangements) in connection with the loss portfolio transfer arrangement that Holdings and/or its Subsidiaries are seeking to obtain, that is reasonably requested by the Administrative Agent and which has been prepared by (i) Holdings and its Subsidiaries and delivered to Lloyd's, (ii) any insurance/reinsurance companies and delivered to Holdings and/or its Subsidiaries and (iii) Benfield Greig and delivered to Holdings and/or its Subsidiarixx."
Loss Portfolio Transfer. (a) Subject to the satisfaction or waiver of all of the conditions to Closing set forth in Articles VI and VII, and subject to the terms and conditions set forth in this Agreement and the LPT Reinsurance Agreement, at the Closing, (i) the CNA Parties will cede to NICO, and NICO shall reinsure, 100% of all losses, liabilities and expenses included within the definition of Ultimate Net Loss paid by the CNA Parties on or after the Inception Date (as recorded in the general ledger of the CNA Parties), subject to the LPT Limit (“Reinsured Liabilities”), (ii) the CNA Parties shall pay to NICO the Reinsurance Premium (as adjusted in the Initial Reconciliation Statement pursuant to Section 2.3), which will be deposited directly by the CNA Parties on behalf of NICO into the Collateral Trust Account and (iii) NICO shall transfer and assign to the Collateral Trust Account, assets consisting of cash in the aggregate amount of two hundred million dollars ($200,000,000). Notwithstanding any other provisions in this Agreement or the Ancillary Agreements to the contrary, NICO’s limit of liability with respect to the Ultimate Net Loss, shall be no greater than four billion dollars ($4,000,000,000) (the “LPT Limit”).
Loss Portfolio Transfer. In the event that the Put or the Call is exercised pursuant to the Homecare JV Agreement, Parent shall or shall cause one of the Homecare Entities to, obtain and bind loss portfolio transfer reinsurance policies (such policies, the “Loss Portfolio Transfer Reinsurance Policies”), effective as of the Put/Call Closing Date, pursuant to which all of the Liabilities in respect of the Assumed Share of NCD/ALF Claims Tail (including any such Liabilities which (a) are known or pending or have otherwise arisen as of or prior to the Put/Call Closing Date or (b) are discovered or otherwise arise after the Put/Call Closing Date), shall be transferred to a commercial insurer. All costs and expenses of obtaining such Loss Portfolio Transfer Reinsurance Policies shall be borne by a Homecare Entity; provided, that the aggregate amount of all such costs and expenses shall be deducted from the net consideration payable to the Put Sellers (as defined in the Homecare JV Agreement) or the Call Sellers (as defined in the Homecare JV Agreement) payable at the Put/Call Closing. To the extent reasonably requested by Parent, HospitalCo Parent shall, and shall cause the HospitalCo Group Members to, cooperate and assist Parent in obtaining and binding the Loss Portfolio Transfer Reinsurance Policies.
Loss Portfolio Transfer. Company shall transfer to Reinsurer on the business day before the Closing Date cash and/or U.S. Treasuries with a fair market value equal to the reserves for the losses, Allocated Loss Adjustment Expenses, Unallocated Loss Adjustment Expenses, unearned premium, contingent commissions, contingent reinsurance premiums and retrospective premiums and any other reserves for liabilities under the Subject Policies issued prior to 12:01 a.m. Pacific Standard Time on the Closing Date (the "Reserves"), all as identified in Schedule 2 and determined in accordance with the actuarial methods and directions set forth in such schedule (the "Transfer Amount"). Prior to January 1, 1998, Company shall prepare an estimate of the Transfer Amount based on reserve summaries and policy information expected as of the Closing Date (the "Estimated Transfer Amount"). Company shall then remit to Reinsurer, on the business day preceding the Closing Date, cash or U.S. Treasuries in an amount equal to the Estimated Transfer Amount, together with a schedule of the Subject Policies (Schedule 3). In consideration of the transactions under the Agreement, Reinsurer shall concurrently pay to Company on the business day preceding the Closing Date a cash commission in accordance with Section 2.5 of that certain Asset Purchase Agreement dated as of December 18, 1997, between Company and American Healthcare Indemnity Company (the "Asset Purchase Agreement"). On or about January 31, 1998, or as soon thereafter as practicable, Company shall prepare a final schedule of Subject Policies (Schedule 3) and a final schedule of reserves and related liabilities, along with a final determination of the Transfer Amount, all calculated as of the Closing Date (the "Final Transfer Amount"). If the Final Transfer Amount is greater than the Estimated Transfer Amount, Company shall then remit to Reinsurer cash equal to the difference between the Final Transfer Amount and the Estimated Transfer Amount. If the Final Transfer Amount is less than the Estimated Transfer Amount, Reinsurer shall then remit to Company cash equal to the difference between the Estimated Transfer Amount and the Final Transfer Amount. Any dispute which may arise between Company and Reinsurer as to the Final Transfer Amount calculation shall be resolved in the following manner:
Loss Portfolio Transfer. An executed Loss Portfolio Transfer, ----------------------- the form of which is attached hereto as Exhibit 7.1.8.
Loss Portfolio Transfer. Subject to the satisfaction or waiver of all of the conditions to Closing set forth in Articles V and VI, and subject to the terms and conditions set forth in this Agreement, the LPT Reinsurance Agreement and the LPT Retrocession Agreement, at the Closing:
