Agreements Contemplated Sample Clauses
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Agreements Contemplated. This Agreement contemplates that, in order to effectuate the business goals set forth herein, (a) quota share reinsurance agreements between Maiden Insurance and the AmTrust Ceding Insurers, substantially in the same form as the agreements attached hereto as Exhibit A-1 (applying to Rochdale; TIC; Wesco, upon the closing of AmTrust’s acquisition of Associated, Associated and potentially other AmTrust Ceding Insurers from time to time, the “U.S. Reinsurance Agreement”) and A-2 (applying to AIU, IGI and potentially other AmTrust Ceding Insurers over time, the “International Reinsurance Agreement”) (collectively, the “Reinsurance Agreements”), shall be executed and delivered by the parties and (b) reinsurance trust agreements among Rochdale, TIC and Wesco, as beneficiaries, Maiden Insurance, as grantor, and a trustee, substantially in the same form as the agreements attached hereto as Exhibits ▇-▇, ▇-▇ and B-3 (the “Reinsurance Trust Agreements”) shall be executed and delivered by the parties. If AmTrust acquires a majority equity interest in any other insurance company that writes direct business (an “Additional AmTrust Ceding Insurer”) and such company writes direct business of a type constituting Covered Business,
Agreements Contemplated. (a) This Agreement contemplates that, in order to effectuate the business goals set forth herein, Maiden Insurance and AII shall (i) no later than September 17, 2007 , execute and deliver the Reinsurance Agreement and (ii) promptly following the execution hereof negotiate in good faith and execute and deliver a loan agreement on mutually acceptable terms and conditions between Maiden Insurance and AII, provided that such loan agreement shall include the terms and provision set forth in Exhibit B (the "Loan Agreement").
(b) If either party to this Agreement determines in good faith that (i) the mix of business represented by the Covered Business as of the end of any semi-annual period during the term of the Reinsurance Agreement differs materially from (ii) the mix of business represented by the Covered Business reinsured by Maiden Insurance under the Reinsurance Agreement as of the Effective Time, then, upon written notice by such party to the other party hereto, the parties hereto shall cause Maiden Insurance and AII, respectively, to promptly negotiate in good faith appropriate adjustments to the rate of commissions payable under the Reinsurance Agreement.
Agreements Contemplated. This Agreement contemplates that to effectuate the business goals set forth herein, the following agreements will be created between each organization:
(a) Program Management Agreement between CPM, TICNY and TNIC, in substantially the form of agreement attached hereto as Exhibit A, to be executed at the Effective Time;
(b) Service and Expense Sharing Agreement between CPM, TICNY and TNIC, in substantially the form of agreement attached hereto as Exhibit B, to be executed at the Effective Time;
Agreements Contemplated. This Agreement contemplates that to effectuate the business goals set forth herein, the following agreements will be created between each organization:
(a) Program Management Agreement between CPM, TICNY and TNIC, in substantially the form of agreement attached hereto as Exhibit A, to be executed at the Effective Time;
(b) Service and Expense Sharing Agreement between CPM, TICNY and TNIC, in substantially the form of agreement attached hereto as Exhibit B, to be executed at the Effective Time;
(c) Quota Share Reinsurance Agreements between CPRe and TICNY and TNIC: one for Brokerage Business, one for the Traditional Program Business, and one for the Specialty Program Business and Insurance Risk Sharing Business, in substantially the forms of agreement attached hereto as Exhibits C, D and E, to be executed at the Effective Time;
(d) Pooling Agreements between CPIC and TICNY and TNIC: one for the Brokerage Business, one for the Traditional Program Business and one for the Specialty Program Business in substantially the forms of agreement attached hereto as Exhibits F, G and H; and
(e) Property and casualty excess of loss reinsurance agreements between TICNY and TNIC and CPRe, to be effective April 1, 2006 for existing reinsurance agreements of TICNY and TNIC, if permitted by the current third party reinsurers, and renewals thereof. It is expressly understood by all parties that the parties will act with diligence to cause these agreements to become effective as soon as practicable after the Effective Time but that some or all of these agreements may require submission to and approval by various insurance regulators before they can become effective. Additionally, to accomplish the business purposes of this Agreement, certain other agreements that will impact both parties will be developed, such as Program Underwriting Agency Agreements to appoint third party Program Underwriting Agents, and third party administration agreements.