Changes to Proposed Recapture Payment Statement Sample Clauses

Changes to Proposed Recapture Payment Statement. (a) Following receipt of the Proposed Recapture Payment Statement, the Proposed Recapture Asset Report and Proposed Reinsurer Asset Report, the Reinsurer shall have sixty (60) days (the “Recapture Review Period”) to review such Proposed Terminal Settlement Statement, Proposed Recapture Payment Statement, Proposed Recapture Asset Report and Proposed Reinsurer Asset Report. In connection with the review of the Proposed Terminal Settlement Statement, Proposed Recapture Payment Statement, Proposed Recapture Asset Report and Proposed Reinsurer Asset Report, the Cedant shall provide, and shall cause its Affiliates to provide, the Reinsurer and its Representatives, upon the request of the Reinsurer, reasonable access to the Cedant Books and Records and all work papers and supporting detail prepared by the Cedant and its Representatives and advisors in connection with the preparation of the Proposed Terminal Settlement Statement, Proposed Recapture Payment Statement, Proposed Recapture Asset Report and the Proposed Reinsurer Asset Report and make reasonably available to the Reinsurer and its Representatives personnel of the Cedant and its Affiliates that have been involved in the preparation of the Proposed Terminal Settlement Statement, Proposed Recapture Payment Statement, Proposed Recapture Asset Report or the Proposed Reinsurer Asset Report. If the Reinsurer has accepted the Proposed Terminal Settlement Statement, Proposed Recapture Payment Statement, Proposed Recapture Asset Report and Proposed Reinsurer Asset Report in writing or has not given written notice to the Cedant setting forth any objection to the Proposed Terminal Settlement Statement, Proposed Recapture Payment Statement, Proposed Recapture Asset Report or Proposed Reinsurer Asset Report (a “Statement of Objection”) prior to the expiration of the Recapture Review Period, then the Proposed Terminal Settlement Statement, Proposed Recapture Payment Statement, Proposed Recapture Asset Report and Proposed Reinsurer Asset Report shall be final and binding upon the parties. If the Reinsurer delivers a Statement of Objection to the Proposed Terminal Settlement Statement, the Proposed Recapture Payment Statement, the Proposed Recapture Asset Report or the Proposed Reinsurer Asset Report prior to the expiration of the Recapture Review Period, then the parties shall attempt to amicably resolve any such objection within thirty (30) days following receipt by the Cedant of the Statement of Objection.
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Changes to Proposed Recapture Payment Statement. (a) The Reinsurer may only object to a line item or items set forth on the Proposed Recapture Payment Statement on the basis of mathematical error or such Proposed Recapture Payment Statement not being determined in accordance with the requirements set forth in this Agreement and, if the Reinsurer has any such objections, it shall deliver a reasonably detailed written statement (the “Dispute Notice”) describing all such objections to the Cedant within ten (10) calendar days of the Reinsurer’s receipt of the Proposed Recapture Payment Statement (the “Review Period”). During the Review Period, the Cedant shall make available (upon reasonable written request to the Cedant and at reasonable times) to the Reinsurer and its Representatives the information, as well as access to appropriate personnel, books and records, used by the Cedant and its Affiliates and Representatives in the preparation of the Proposed Recapture Payment Statement or as the Reinsurer may otherwise reasonably request in connection with the Proposed Recapture Payment Statement.
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Changes to Proposed Recapture Payment Statement. (a) The Reinsurer may [*] object to [*], it shall deliver a reasonably detailed written statement (the “Dispute Notice”) describing all such objections to the Cedant within [*] of the Reinsurer’s receipt of the Proposed Recapture Payment Statement (the “Review Period”). During the Review Period, the Cedant shall make available (upon reasonable written request to the Cedant and at reasonable times) to the Reinsurer and its Representatives the information, as well as access to appropriate personnel, books and records, used by the Cedant and its Affiliates and Representatives in the preparation of the Proposed Recapture Payment Statement or as the Reinsurer may otherwise reasonably request in connection with the Proposed Recapture Payment Statement.
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Changes to Proposed Recapture Payment Statement. (a) Following receipt of the Proposed Recapture Payment Statement, the Reinsurer shall have forty-five (45) days (the “Review Period”) to review such Proposed Recapture Payment Statement. In connection with the review of the Proposed Recapture Payment Statement, the Ceding Company shall provide, and shall cause its Affiliates to provide, Reinsurer and its Representatives, upon the request of the Reinsurer, reasonable access to the books and records of the Ceding Company and make reasonably available to the Reinsurer and its Representatives personnel of the Ceding Company and its Affiliates that have been involved in the preparation of the Proposed Recapture Payment Statement. If the Reinsurer has accepted the Proposed Recapture Payment Statement in writing or has not given written notice to the Ceding Company setting forth any objection to the Proposed Recapture Payment Statement (a “Statement of Objection”) prior to the expiration of the Review Period, then the Proposed Recapture Payment Statement shall be final and binding upon the parties. If the Reinsurer delivers a Statement of Objection prior to the expiration of the Review Period, then the parties shall attempt to amicably resolve any such objection within thirty (30) days following receipt by the Ceding Company of the Statement of Objection.
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Related to Changes to Proposed Recapture Payment Statement

  • Settlement Statement A settlement statement setting forth the amounts paid by or on behalf of and/or credited to each of Purchaser and Seller pursuant to this Agreement;

  • Allocation Schedule No later than three (3) Business Days prior to the scheduled Closing Commencement Date, the Company shall deliver to FLAC an allocation schedule (the “Allocation Schedule”) setting forth (a) the number of each class and series of Company Shares held by each Company Shareholder, the number of Company Shares subject to each Company Equity Award (whether directly or indirectly through depository receipts for Company Shares) held by each holder thereof, as well as whether each such Company Equity Award will be vested or unvested as of immediately prior to the Effective Date, and, in the case of the Company Options, the exercise price of thereof, as well as reasonably detailed calculations and vesting schedule with respect to the components and subcomponents thereof, and the number of Company Shares subject to each other warrant, award, convertible security or any other right to subscribe for Company Ordinary Shares held by each holder thereof, and (b) the number of Holdco Shares that each Company Shareholder or holder of any other option, warrant, award, convertible security or any other right to subscribe for Company Ordinary Shares is entitled to receive as a result of Company Share Exchange (including after giving effect to the exercise of any Company Issuance Rights in connection with the Company Share Exchange) and (c) the Earnout Pro Rata Share allocated to each Company Shareholder, Eligible Optionholder or holder of Company Issuance Right, as the case may be, as well as reasonably detailed calculations with respect to the component and subcomponents thereof, and (d) a certification, duly executed by an authorized officer of the Company, that the information and calculations delivered pursuant to clauses (a), (b) and (c) are, and will be as of immediately prior to the Effective Date, (i) true and correct in all respects and (ii) in accordance with the applicable provisions of this Agreement, the Governing Documents of the Company, the Company Shareholders Agreement and applicable Laws and, in the case of the Company Equity Awards, a Company Equity Incentive Plan and any applicable grant or similar agreement with respect to any such Company Equity Award. The Company will review any comments to the Allocation Schedule provided by FLAC or any of its Representatives and consider in good faith and incorporate any reasonable comments proposed by FLAC or any of its Representatives prior to the issuance of any Holdco Shares. Notwithstanding the foregoing or anything to the contrary herein, the aggregate number of Holdco Shares that each Company Shareholder or holder of other Equity Securities (including a holder of Company Issuance Rights) will have a right to receive pursuant to Section 2.1(b) will be (A) rounded down to the nearest whole number in the event that the fractional Holdco Share that otherwise would be so paid is less than five-tenths (0.5) of a Holdco Share and (B) rounded up to the nearest whole number in the event that the fractional Holdco Share that otherwise would be so paid is greater than or equal to five-tenths (0.5) of a Holdco Share.

  • Preliminary Settlement Statement Seller and Buyer shall execute and deliver the Preliminary Settlement Statement.

  • Final Settlement Statement On or before 120 days after Closing (the “Final Settlement Date”), a final settlement statement (the “Final Settlement Statement”) will be prepared by Buyer, based on actual income and expenses and which takes into account all final adjustments made to the Purchase Price, excluding all Title Defect and related title issues subject to pending dispute under Section 10.2, and shows the resulting final Purchase Price (the “Final Price”). The Final Settlement Statement shall set forth the actual proration of the amounts required by this Agreement. As soon as practicable, and in any event within thirty (30) days, after receipt of the Final Settlement Statement, Whitehorse, on behalf of the Whitehorse Sellers, and Siltstone II, on behalf of the Siltstone Sellers, shall return to Buyer a joint written report containing any proposed changes to the Final Settlement Statement and an explanation of any such changes and the reasons therefor (the “Dispute Notice”). Any changes not so specified in the Dispute Notice shall be deemed waived and Buyer’s determinations with respect to all such elements of the Final Settlement Statement that are not addressed specifically in the Dispute Notice shall prevail. If Whitehorse and Siltstone II fail to timely deliver a Dispute Notice to Buyer containing changes Sellers propose to be made to the Final Settlement Statement, the Final Settlement Statement as delivered by Buyer will be deemed to be correct and will be final and binding on all Parties and not subject to further audit or arbitration. If the Final Price set forth in the Final Settlement Statement is mutually agreed upon by Sellers and Buyer, the Final Settlement Statement and the Final Price shall be final and binding on the Parties (other than with respect to amounts not accounted for therein or settled thereby). Within ten (10) days after the earlier of (a) the expiration of Sellers’ thirty (30)-day review period without delivery of any written report or (b) the date on which the Parties finally determine the Final Price or the Accounting Arbitrator finally determines the disputed matters, as applicable, (i) Buyer shall pay to Sellers the amount by which the Final Price exceeds the Closing Cash Payment, or (ii) Sellers shall pay to Buyer the amount by which the Closing Cash Payment exceeds the Final Price; provided that, if applicable, any amount payable by one Party to the other under this Section 3.5 shall first be satisfied out of the portion of the Defect Escrow Amount the owning Party is entitled to at such time, and then, if applicable, the owning Party shall pay to the owed Party any outstanding amounts. All amounts paid pursuant to this Agreement shall be delivered in United States currency by wire transfer of immediately available funds to the account specified in writing by the relevant Party.

  • Effect if Distribution Does Not Occur If the Distribution does not occur, then all actions and events that are, under this Employee Matters Agreement, to be taken or occur effective as of the Distribution, or otherwise in connection with the Distribution will not be taken or occur except to the extent specifically agreed by the parties.

  • Construction Schedule 5.1 Coordination:

  • BACKGROUND STATEMENT The Borrower has requested that the Lenders make available to the Borrower a revolving credit facility in the aggregate principal amount of $100,000,000, subject to the availability provisions hereof. The Borrower will use the proceeds of these facilities as provided in Section 2.14. The Lenders are willing to make available to the Borrower the credit facilities described herein subject to and on the terms and conditions set forth in this Agreement.

  • Pro Forma Statement The Receiver, as soon as practicable after Bank Closing, in accordance with the best information then available, shall provide to the Assuming Institution a pro forma statement reflecting any adjustments of such liabilities and assets as may be necessary. Such pro forma statement shall take into account, to the extent possible, (i) liabilities and assets of a nature similar to those contemplated by Section 2.1 or Section 3.1, respectively, which at Bank Closing were carried in the Failed Bank’s suspense accounts, (ii) accruals as of Bank Closing for all income related to the assets and business of the Failed Bank acquired by the Assuming Institution hereunder, whether or not such accruals were reflected on the Accounting Records of the Failed Bank in the normal course of its operations, and (iii) adjustments to determine the Book Value of any investment in an Acquired Subsidiary and related accounts on the “bank only” (unconsolidated) balance sheet of the Failed Bank based on the equity method of accounting, whether or not the Failed Bank used the equity method of accounting for investments in subsidiaries, except that the resulting amount cannot be less than the Acquired Subsidiary’s recorded equity as of Bank Closing as reflected on the Accounting Records of the Acquired Subsidiary. Any Loan purchased by the Assuming Institution pursuant to Section 3.1 which the Failed Bank charged off during the period beginning the day after the Bid Valuation Date to the date of Bank Closing shall be deemed not to be charged off for the purposes of the pro forma statement, and the purchase price shall be determined pursuant to Section 3.2.

  • Non-Reliance on Company Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans In connection with the due diligence investigation of the Company by Parent and Merger Subsidiary, Parent and Merger Subsidiary have received and may continue to receive from the Company certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan information, regarding the Company and its business and operations. Parent and Merger Subsidiary hereby acknowledge that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plans, with which Parent and Merger Subsidiary are familiar, that Parent and Merger Subsidiary are taking full responsibility for making their own evaluation of the adequacy and accuracy of all estimates, projections, forecasts and other forward-looking information, as well as such business plans, so furnished to them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking information or business plans), and that Parent and Merger Subsidiary will have no claim, right or obligation under this Agreement or otherwise (including under Article 9) against the Company or any of its Subsidiaries, or any of their respective Representatives, or any other Person, with respect thereto. Accordingly, Parent and Merger Subsidiary hereby acknowledge that none of the Company nor any of its Subsidiaries, nor any of their respective Representatives, nor any other Person, has made or is making any representation or warranty with respect to such estimates, projections, forecasts, forward-looking statements or business plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, forward-looking statements or business plans).

  • Subsequent Recalculation In the event the Internal Revenue Service adjusts the computation of the Company under Section 5.2 herein so that the Executive did not receive the greatest net benefit, the Company shall reimburse the Executive for the full amount necessary to make the Executive whole, plus a market rate of interest, as determined by the Committee, within 30 days after such adjustment.

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