Buy-Out Settlement Evaluation Process Sample Clauses

Buy-Out Settlement Evaluation Process. The Ceding Company shall maintain its settlement practices and policies with respect to buy-outs, lapses, surrenders and settlement offers of Reinsured Policies in the ordinary course of business and consistent in all material respects with past practices and shall at all times comply and shall (and shall cause its applicable Affiliates and service providers to) continue to implement Buy-Out Settlement offers in accordance with the guidelines previously provided by the Ceding Company to the Reinsurer as of the date hereof in respect of any buy-outs, lapses or surrenders of the Reinsured Policies. The Ceding Company shall not deviate from such guidelines without the prior written consent of the Reinsurer, except to the extent required by Applicable Law. In the event that a payment is made under a Reinsured Policy in exchange for a complete buy-back in accordance with such guidelines of such Reinsured Policy and complete discharge of the Ceding Company’s obligations in respect of such Reinsured Policy (each, a “Buy-Out Settlement”), the Reinsurer shall pay to the Ceding Company an amount in cash equal to the settlement amount with respect to such Reinsured Policy (a “Buy-Out Settlement Payment”) in accordance with Section 5.03. Upon a Buy-Out Settlement in respect of any Reinsured Policy, such policy, including any amendments, riders or endorsements attached thereto, shall cease to be a Reinsured Policy under this Agreement, and with the exception of the Buy-Out Settlement Payment described in this Section 2.09, the Reinsurer shall have no further liability with respect to such policy and any amendments, riders or endorsements attached thereto. The Ceding Company shall (i) provide a report to the Reinsurer in respect of such Buy-Out Settlement offers in accordance with Section 5.06(g) and (ii) consult with representatives of the Reinsurer as reasonably requested by the Reinsurer on a quarterly basis with respect to such matters, including future prospects and plans in respect of the Buy-Out Settlement Offers. In addition, the Reinsurer shall be permitted to audit and inspect the Ceding Company’s compliance with this Section 2.09 as set forth in Section 6.02.
Sample 1Sample 2Sample 3See All (4)
AutoNDA by SimpleDocs
Buy-Out Settlement Evaluation Process. The Ceding Company shall maintain its settlement practices and policies with respect to buy-outs, lapses, surrenders and settlement offers of Reinsured Policies in the ordinary course of business and consistent in all material respects with past practices and shall at all times comply and shall (and shall cause its applicable Affiliates and service providers to) continue to implement Buy-Out Settlement offers in accordance with the guidelines previously provided by the Ceding Company to the Reinsurer as of the date hereof in respect of any buy-outs, lapses or surrenders of the Reinsured
Sample 1Sample 2

Related to Buy-Out Settlement Evaluation Process

  • Settlement Averaging Period For any Option and regardless of the Settlement Method applicable to such Option:

  • Sales During Pre-Settlement Period Notwithstanding anything herein to the contrary, if at any time on or after the time of execution of this Agreement by the Company and an applicable Purchaser, through, and including the time immediately prior to the Closing (the “Pre-Settlement Period”), such Purchaser sells to any Person all, or any portion, of any shares of Common Stock to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement Shares”), such Purchaser shall, automatically hereunder (without any additional required actions by such Purchaser or the Company), be deemed to be unconditionally bound to purchase, and the Company shall be deemed unconditionally bound to sell, such Pre-Settlement Shares to such Purchaser at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Shares to such Purchaser prior to the Company’s receipt of the purchase price of such Pre-Settlement Shares hereunder; and provided further that the Company hereby acknowledges and agrees that the forgoing shall not constitute a representation or covenant by such Purchaser as to whether or not during the Pre-Settlement Period such Purchaser shall sell any shares of Common Stock to any Person and that any such decision to sell any shares of Common Stock by such Purchaser shall solely be made at the time such Purchaser elects to effect any such sale, if any.

  • Asset Review Process Limitations The Asset Representations Reviewer will have no obligation:

  • Settlement Procedure Timetable For orders of Book-Entry Securities solicited by a Selling Agent and accepted by the Company for settlement on the third business day after the Trade Date, Settlement Procedures “A” through “H” set forth above shall be completed as soon as possible but not later than the respective times (New York City time) set forth below: Settlement Procedure Time

  • Review Process Limitations The Asset Representations Reviewer will have no obligation:

  • Independent Evaluation Buyer is experienced and knowledgeable in the oil and gas business. Buyer has been advised by and has relied solely on its own expertise and legal, tax, accounting, marketing, land, engineering, environmental and other professional counsel concerning this transaction, the Subject Property and value thereof.

  • Default Settlement Method Net Share Settlement Net Share Settlement: If Net Share Settlement is applicable, then on the relevant Settlement Date, Company shall deliver to Dealer a number of Shares equal to the Share Delivery Quantity for such Settlement Date to the account specified herein free of payment through the Clearance System, and Dealer shall be treated as the holder of record of such Shares at the time of delivery of such Shares or, if earlier, at 5:00 p.m. (New York City time) on such Settlement Date, and Company shall pay to Dealer cash in lieu of any fractional Share based on the Settlement Price on the relevant Valuation Date.

  • Assignment Settlement Option ☐ The undersigned Lender hereby agrees to have an amount equal to 100% of the outstanding principal amount of the Existing Term Loans held by such Lender prepaid on the Third Amendment Effective Date and to purchase by assignment 2020 Refinancing Term Loans in an equal principal amount (or such lesser amount allocated to such Lender by the Administrative Agent). ​ CEDAR FUNDING IV CLO, LTD., as a 2020 Refinancing Term LenderBy: AEGON USA Investment Management, LLC, as its Portfolio Manager By: /s/ Xxxxxxxx Xxxxxxxx ​ Name:Xxxxxxxx Xxxxxxxx ​ Title:Associate Director- Settlements ​ ​ ​ Cashless Settlement Option ☒ The undersigned Lender hereby commits an amount equal to 100% of the outstanding principal amount of the Existing Term Loans held by such Lender to be 2020 Refinancing Term Loans and agrees to exchange (on a cashless basis) 100% of the outstanding principal amount of the Existing Term Loans (or such lesser amount allocated to such Lender by the Administrative Agent) held by such Lender for 2020 Refinancing Term Loans in an equal principal amount.

  • Settlement Procedures Timetable In the event of a purchase of Notes by the Purchasing Agent, as principal, appropriate Settlement details, if different from those set forth below, will be set forth in the applicable Terms Agreement to be entered into between the Purchasing Agent and the Company pursuant to the Selling Agent Agreement. For orders of Notes solicited by an Agent, as agent, and accepted by the Company, Settlement Procedures "A" through "M" shall be completed as soon as possible but not later than the respective times (New York City time) set forth below: Settlement: Procedure Time

  • Cashless Settlement Option:   o Post-Closing Settlement Option To convert 100% of the outstanding principal amount of Existing Term Loans held by such Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into New Term Loans in a like principal amount. To have 100% of the outstanding principal amount of Existing Term Loans held by such Lender prepaid on the Amendment No. 2 Effective Date and to agree to purchase from the Fronting Lenders pursuant to one or more Assignment and Assumptions New Term Loans in the principal amount of such Existing Term Loans (or such lesser amount allocated to such Lender by the Administrative Agent) on or immediately after the Amendment No. 2 Effective Date. GoldenTree Loan Opportunities VII, Ltd as a Term Lender By: GoldenTree Asset Management, L.P. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Authorized Signatory If a second signature is necessary: By: Name: Title:

Time is Money Join Law Insider Premium to draft better contracts faster.