Coinsurance Premium. (i) On the Effective Date, the Company will transfer to the Reinsurer an initial coinsurance premium with respect to the Reinsured Policies consisting of cash, cash equivalents and the assets set forth on Annex A (with such additions or substitutions as may be determined by the Reinsurer) (the “Transferred Assets”) with an aggregate Value determined three Business Days prior to the Effective Date equal to the following amount: (1) Reinsurer’s Share of the Statutory Reserves held by the Company with respect to the Reinsured Policies as of the Effective Time, plus (2) the Reinsurer’s Share of the Interest Maintenance Reserve attributable to the Transferred Assets, minus (3) the Reinsurer’s Share of the amount of outstanding policy loans on the Reinsured Policies (to the extent such policy loans constitute admitted assets under SAP, net of any unearned policy loan interest on such loans but including amounts of interest due and accrued with respect thereto), minus (4) the Reinsurer’s Share of net due and deferred Premiums on the Reinsured Policies, in each case determined in accordance with SAP, consistently applied (such amount, “Initial Coinsurance Premium”); provided that, notwithstanding anything to the contrary in this Agreement, solely for purposes of calculating the Initial Coinsurance Premium, the term “Reinsured Policies” shall include the portion of the Policies from which Net Retained Liabilities arise. In addition, the Company hereby sells, assigns, transfers and delivers to the Reinsurer as reinsurance premium, on the Effective Date effective as of the Effective Time, all of Company’s right, title and interest (w) under the Reinsured Policies to receive principal and interest paid on policy loans, (x) in the Premiums, (y) in agent debit balances as of the Effective Date with respect to the Reinsured Policies and the Net Retained Liabilities and (z) in the real property listed on Schedule 1.3(a)(i) hereto, free and clear of any liens or other encumbrances. To the extent the foregoing sentence is ineffective to transfer the type of asset described, the Company agrees to execute and record all additional instruments, bills of sale, deeds and other documents necessary to transfer such asset as soon practicable after the Effective Date. (ii) The amount of the Initial Coinsurance Premium paid on the Effective Date shall be determined on an estimated basis (the “Estimated Initial Coinsurance Premium”) as follows: (1) with respect to each of the items set forth in clauses (1), (3) and (4) of the definition of “Initial Coinsurance Premium,” the portion of the Estimated Initial Coinsurance Premium attributable to such item shall be equal to the amount for such item set forth on the Estimated Balance Sheet delivered to the Reinsurer pursuant to the Stock Purchase Agreement and (2) with respect to the item set forth in clause (2) of the definition of “Initial Coinsurance Premium”, the portion of the Estimated Initial Coinsurance Premium attributable to such item shall be determined by the Reinsurer in good faith on an estimated basis as of the date that is three Business Days prior to the Effective Date. (iii) On the Effective Date, the Reinsurer shall deliver to the Company a statement setting forth (1) the amount of the Estimated Initial Coinsurance Premium and (2) the final list of Transferred Assets, in each case, determined as of the date that is three Business Days prior to the Effective Date. (iv) Within five Business Days following the date on which the Purchase Price Adjustment Materials and the determination of the amounts set forth therein become final and binding pursuant to the penultimate sentence of Section 2.6(e) of the Stock Purchase Agreement (the “True-Up Date”), the Reinsurer shall deliver to the Company a statement (the “Initial Coinsurance Premium Reconciliation Statement”) prepared in good faith by the Reinsurer setting forth the actual amount of the Initial Coinsurance Premium minus the Net Retained Liabilities Initial Coinsurance Premium Adjustment as of the True-Up Date (the “Actual Initial Coinsurance Premium”), the calculation of each of items (1) through (4) of the definition of “Initial Coinsurance Premium” and the Value of the Transferred Assets as of the Effective Date; provided that if the True-Up Date has not occurred on or prior to the date that is seventy-five days following the Effective Date, (x) the Reinsurer shall deliver to the Company a statement setting forth the Reinsurer’s good faith estimate of the Net Retained Liabilities Initial Coinsurance Premium Adjustment as of such date that is seventy-five days following the Effective Date and the Reinsurer shall pay the Company an amount of cash equal to the amount set forth in such statement within four Business Days of delivery of such statement and (y) for purposes of preparing the Initial Coinsurance Premium Reconciliation Statement and calculating the Actual Initial Coinsurance Premium and the Initial Coinsurance Premium Adjustment, the Net Retained Liabilities Initial Coinsurance Premium Adjustment shall be reduced by the amount of cash, if any, received by the Company from the Reinsurer pursuant to clause (x) of this Section 1.3(a)(iv). With respect to each of the items set forth in clauses (1), (3) and (4) of the definition of “Initial Coinsurance Premium,” the portion of the Actual Initial Coinsurance Premium attributable to such item shall be equal to the amount for such item set forth on the Final Balance Sheet. With respect to the item set forth in clause (2) of the definition of “Initial Coinsurance Premium,” the portion of the Actual Initial Coinsurance Premium attributable to such item shall be the actual Interest Maintenance Reserves attributable to the Transferred Assets as of the Effective Date. The “Initial Coinsurance Premium Adjustment” shall be equal to the following amount (whether positive or negative): (1) the difference (whether positive or negative) between the Actual Initial Coinsurance Premium minus the Estimated Initial Coinsurance Premium, minus (2) the difference (whether positive or negative) between the Value of the Transferred Assets determined in connection with the calculation of the Estimated Initial Coinsurance Premium pursuant to Section 1.3(a)(i) minus the Value of the Transferred Assets on the Effective Date, minus (3) the Net Retained Liabilities Earned Interest. If the Initial Coinsurance Premium Adjustment is positive, then the Company shall pay to the Reinsurer an amount of cash equal to the Initial Coinsurance Premium Adjustment within five Business Days after the Initial Coinsurance Premium Adjustment is finalized pursuant to Section 10.2, together with an amount of interest on the portion of the Initial Coinsurance Premium Adjustment not attributable to the Net Retained Liabilities Initial Coinsurance Premium Adjustment at the Applicable Rate (as such term is defined in the Stock Purchase Agreement) calculated on the basis of a 360-day year for the actual number of days elapsed, accrued from the Effective Date until, but not including, the date of payment. If the Initial Coinsurance Premium Adjustment is negative, then the Reinsurer shall pay to the Company an amount in cash equal to the absolute value of the Initial Coinsurance Premium Adjustment within five Business Days after the Initial Coinsurance Premium Adjustment is finalized pursuant to Section 10.2, together with an amount of interest on the portion of the Initial Coinsurance Premium Adjustment not attributable to the Net Retained Liabilities Initial Coinsurance Premium Adjustment at the Applicable Rate (as such term is defined in the Stock Purchase Agreement) calculated on the basis of a 360-day year for the actual number of days elapsed, accrued from the Effective Date until, but not including, the date of payment.
Appears in 1 contract
Samples: Coinsurance Agreement
Coinsurance Premium. (i) On the Effective Date, the Company will transfer to the Reinsurer an initial coinsurance premium with respect to the Reinsured Policies consisting of cash, cash equivalents and the assets set forth on Annex A (with such additions or substitutions as may be determined by the Reinsurer) (the “Transferred Assets”) with an aggregate Value determined three [three] Business Days prior to the Effective Date equal to the following amount: (1) Reinsurer’s Share of the Statutory Reserves held by the Company with respect to the Reinsured Policies as of the Effective Time, plus (2) the Reinsurer’s Share of the Interest Maintenance Reserve attributable to the Transferred Assets, minus (3) the Reinsurer’s Share of the amount of outstanding policy loans on the Reinsured Policies (to the extent such policy loans constitute admitted assets under SAP, net of any unearned policy loan interest on such loans but including amounts of interest due and accrued with respect thereto), minus (4) the Reinsurer’s Share of net due and deferred Premiums on the Reinsured Policies, in each case determined in accordance with SAP, consistently applied (such amount, “Initial Coinsurance Premium”); provided that, notwithstanding anything to the contrary in this Agreement, solely for purposes of calculating the Initial Coinsurance Premium, the term “Reinsured Policies” shall include the portion of the Policies from which Net Retained Liabilities arise. In addition, the Company hereby sells, assigns, transfers and delivers to the Reinsurer as reinsurance premium, on the Effective Date effective as of the Effective Time, all of Company’s right, title and interest (w) under the Reinsured Policies to receive principal and interest paid on policy loans, (x) in the Premiums, (y) in agent debit balances as of the Effective Date with respect to the Reinsured Policies and the Net Retained Liabilities and (z) in the real property listed on Schedule 1.3(a)(i) hereto, free and clear of any liens or other encumbrances. To the extent the foregoing sentence is ineffective to transfer the type of asset described, the Company agrees to execute and record all additional instruments, bills of sale, deeds and other documents necessary to transfer such asset as soon practicable after the Effective Date.
(ii) The amount of the Initial Coinsurance Premium paid on the Effective Date shall be determined on an estimated basis (the “Estimated Initial Coinsurance Premium”) as follows:
(1) with respect to each of the items set forth in clauses (1), (3) and (4) of the definition of “Initial Coinsurance Premium,” the portion of the Estimated Initial Coinsurance Premium attributable to such item shall be equal to the amount for such item set forth on the Estimated Balance Sheet delivered to the Reinsurer pursuant to the Stock Purchase Agreement and (2) with respect to the item set forth in clause (2) of the definition of “Initial Coinsurance Premium”, the portion of the Estimated Initial Coinsurance Premium attributable to such item shall be determined by the Reinsurer in good faith on an estimated basis as of the date that is three [three] Business Days prior to the Effective Date.
(iii) On the Effective Date, the Reinsurer shall deliver to the Company a statement setting forth (1) the amount of the Estimated Initial Coinsurance Premium and (2) the final list of Transferred Assets, in each case, determined as of the date that is three [three] Business Days prior to the Effective Date.
(iv) Within five [five] Business Days following the date on which the Purchase Price Adjustment Materials and the determination of the amounts set forth therein become final and binding pursuant to the penultimate sentence of Section 2.6(e) of the Stock Purchase Agreement (the “True-Up Date”), the Reinsurer shall deliver to the Company a statement (the “Initial Coinsurance Premium Reconciliation Statement”) prepared in good faith by the Reinsurer setting forth the actual amount of the Initial Coinsurance Premium minus the Net Retained Liabilities Initial Coinsurance Premium Adjustment as of the True-Up Date (the “Actual Initial Coinsurance Premium”), the calculation of each of items (1) through (4) of the definition of “Initial Coinsurance Premium” and the Value of the Transferred Assets as of the Effective Date; provided that if the True-Up Date has not occurred on or prior to the date that is [seventy-five five] days following the Effective Date, (x) the Reinsurer shall deliver to the Company a statement setting forth the Reinsurer’s good faith estimate of the Net Retained Liabilities Initial Coinsurance Premium Adjustment as of such date that is [seventy-five five] days following the Effective Date and the Reinsurer shall pay the Company an amount of cash equal to the amount set forth in such statement within four [four] Business Days of delivery of such statement and (y) for purposes of preparing the Initial Coinsurance Premium Reconciliation Statement and calculating the Actual Initial Coinsurance Premium and the Initial Coinsurance Premium Adjustment, the Net Retained Liabilities Initial Coinsurance Premium Adjustment shall be reduced by the amount of cash, if any, received by the Company from the Reinsurer pursuant to clause (x) of this Section 1.3(a)(iv). With respect to each of the items set forth in clauses (1), (3) and (4) of the definition of “Initial Coinsurance Premium,” the portion of the Actual Initial Coinsurance Premium attributable to such item shall be equal to the amount for such item set forth on the Final Balance Sheet. With respect to the item set forth in clause (2) of the definition of “Initial Coinsurance Premium,” the portion of the Actual Initial Coinsurance Premium attributable to such item shall be the actual Interest Maintenance Reserves attributable to the Transferred Assets as of the Effective Date. The “Initial Coinsurance Premium Adjustment” shall be equal to the following amount (whether positive or negative): (1) the difference (whether positive or negative) between the Actual Initial Coinsurance Premium minus the Estimated Initial Coinsurance Premium, minus (2) the difference (whether positive or negative) between the Value of the Transferred Assets determined in connection with the calculation of the Estimated Initial Coinsurance Premium pursuant to Section 1.3(a)(i) minus the Value of the Transferred Assets on the Effective Date, minus (3) the Net Retained Liabilities Earned Interest. If the Initial Coinsurance Premium Adjustment is positive, then the Company shall pay to the Reinsurer an amount of cash equal to the Initial Coinsurance Premium Adjustment within five [five] Business Days after the Initial Coinsurance Premium Adjustment is finalized pursuant to Section 10.2, together with an amount of interest on the portion of the Initial Coinsurance Premium Adjustment not attributable to the Net Retained Liabilities Initial Coinsurance Premium Adjustment at the Applicable Rate (as such term is defined in the Stock Purchase Agreement) calculated on the basis of a 360-day year for the actual number of days elapsed, accrued from the Effective Date until, but not including, the date of payment. If the Initial Coinsurance Premium Adjustment is negative, then the Reinsurer shall pay to the Company an amount in cash equal to the absolute value of the Initial Coinsurance Premium Adjustment within five [five] Business Days after the Initial Coinsurance Premium Adjustment is finalized pursuant to Section 10.2, together with an amount of interest on the portion of the Initial Coinsurance Premium Adjustment not attributable to the Net Retained Liabilities Initial Coinsurance Premium Adjustment at the Applicable Rate (as such term is defined in the Stock Purchase Agreement) calculated on the basis of a 360-day year for the actual number of days elapsed, accrued from the Effective Date until, but not including, the date of payment.
Appears in 1 contract
Coinsurance Premium. (i) On the Effective Date, the Company will transfer pay to the Reinsurer an initial coinsurance premium with respect that relates to the Reinsured Policies consisting of cash, cash equivalents (1) assets that are listed and the assets that have Fair Market Values (exclusive of accrued interest) set forth on Annex A (with such additions or substitutions as may be determined by the Reinsurer) A-1 (the “Transferred Reinsurance Assets”) with an aggregate Value determined three Business Days prior ), equal to the Effective Date equal to Reinsurer’s Share of the following amount: (1A) Reinsurer’s Share of (x) the Statutory Reserves held by the Company with respect to the Reinsured Policies as of Policies, minus (y) the Effective TimeUnavailable Asset Amount, plus (2B) the Reinsurer’s Share amount of the any new Interest Maintenance Reserve attributable to that is created at the Transferred AssetsEffective Time as a direct result of the transactions contemplated by this Agreement divided by 65%, minus (3C) the Reinsurer’s Share of the amount of outstanding policy loans on the Reinsured Policies (to the extent such policy loans constitute admitted assets under SAP, net of any unearned policy loan interest on such loans but including amounts of interest due and accrued with respect thereto), minus (4D) the Reinsurer’s Share of net due and deferred Premiums on the Reinsured Policies, plus (2) cash equal to the Interest Maintenance Reserve attributable to the Reinsured Liabilities divided by 65%, plus (B) the other liabilities set forth on the Life Reference Balance Sheet, minus the Additional Life Reference Balance Sheet Assets, plus (D) the Market Value of the Unavailable Assets, minus (E) the amount of accrued interest on the Reinsurance Assets, multiplied by the ratio of the aggregate Fair Market Value of the Reinsurance Assets, divided by the aggregate Statutory Book Value of the Reinsurance Assets, in the case of each case of clauses (1)(A), (1)(C), (1)(D), (2)(A) and 2(D) determined in accordance with SAP, consistently applied applied, as of the Effective Time (such amount, the “Initial Coinsurance Premium”); provided that. For the avoidance of doubt, notwithstanding anything to the contrary in this Agreement, solely for purposes of calculating the Initial Coinsurance Premium, the term “Reinsured Policies” shall not include the portion of the Policies policies from which Net Retained Liabilities Liabilities, if any, arise. In addition, the Company hereby sells, assigns, transfers and delivers to the Reinsurer as reinsurance premium, The Reinsurance Assets set forth in clause (1) will consist of assets having an aggregate Statutory Book Value on the Effective Date effective Company’s books and records as of the Effective Time, all of Company’s right, title and interest Time equal to the amount set forth in clause (w1) under the Reinsured Policies to receive principal and interest paid on policy loans, (x) in the Premiums, (y) in agent debit balances as of the Effective Date with respect to Initial Coinsurance Premium without taking into account the Reinsured Policies and the Net Retained Liabilities and amounts set forth in sub clause (z1)(B) in the real property listed on Schedule 1.3(a)(i) hereto, free and clear of any liens or other encumbrances. To the extent the foregoing sentence is ineffective to transfer the type of asset described, the Company agrees to execute and record all additional instruments, bills of sale, deeds and other documents necessary to transfer such asset as soon practicable after the Effective Datethereof.
(ii) The amount of the Initial Coinsurance Premium paid on the Effective Date shall be determined on an estimated basis (the “Estimated Initial Coinsurance Premium”) as follows:
: (1x) with respect to each of the items set forth in clauses (11)(A), (31)(C) and (41)(D) and (2)(A)-(C) and (2)(E) of the definition of “Initial Coinsurance Premium,” the portion of the Estimated Initial Coinsurance Premium attributable to such item items shall be equal to the amount for such item respective amounts set forth on the Estimated Life Reference Balance Sheet delivered to the Reinsurer pursuant to the Stock Purchase Agreement Sheet; and (2y) with respect to the item set forth in clause clauses (21)(B) and (2)(D) of the definition of “Initial Coinsurance Premium”, ” the portion of the Estimated Initial Coinsurance Premium attributable to such item shall be determined by the Reinsurer Company in good faith and in a manner consistent with the principles governing the preparation of the Life Reference Balance Sheet on an estimated basis as of the date that is three (3) Business Days prior to the Effective Date.
(iii) On the Effective Date, the Reinsurer Company shall deliver to the Company Reinsurer a statement setting forth (1A) the amount of the Estimated Initial Coinsurance Premium and (2) the final list of Transferred Assets, in each casePremium, determined as of the date that is three (3) Business Days prior to the Effective Date, and the final list of Reinsurance Assets on Annex A-1 and the Unavailable Assets on Annex A-2, and will include the Fair Market Value of the Reinsurance Assets and the Unavailable Assets, determined as of the date that is three (3) Business Days prior to the Effective Date.
(iv) Within five No later than fifty (50) Business Days following after the date on which the Purchase Price Adjustment Materials and the determination of the amounts set forth therein become final and binding pursuant to the penultimate sentence of Section 2.6(e) of the Stock Purchase Agreement (the “True-Up Effective Date”), the Reinsurer Company shall deliver to the Company Reinsurer a statement (the “Initial Coinsurance Premium Reconciliation Statement”) prepared in good faith by the Reinsurer setting forth Company, in the actual amount of same form as, and using the Initial Coinsurance Premium minus the Net Retained Liabilities Initial Coinsurance Premium Adjustment as of the True-Up Date (the “Actual Initial Coinsurance Premium”)same principles that govern, the calculation of each of items (1) through (4) of the definition of “Initial Coinsurance Premium” and the Value of the Transferred Assets Life Reference Balance Sheet, setting forth, as of the Effective Date; provided that if the True-Up Date has not occurred on or prior to the date that is seventy-five days following the Effective Date, (x1) the Reinsurer shall deliver to the Company a statement setting forth the Reinsurer’s good faith estimate calculation of the Net Retained Liabilities Initial Coinsurance Premium Adjustment as of such date that is seventy-five days following the Effective Date and the Reinsurer shall pay the Company an amount of cash equal to the amount set forth in such statement within four Business Days of delivery of such statement and (y) for purposes of preparing the Initial Coinsurance Premium Reconciliation Statement and calculating the Actual Initial Coinsurance Premium and the Initial Coinsurance Premium Adjustment, the Net Retained Liabilities Initial Coinsurance Premium Adjustment shall be reduced by the amount of cash, if any, received by the Company from the Reinsurer pursuant to clause (x) of this Section 1.3(a)(iv). With respect to each of the items set forth in clauses (1), (31)(A)-(D) and (42)(A)-(E) of the definition of the “Initial Coinsurance Premium,” (such amount, the portion of the “Actual Initial Coinsurance Premium attributable to such item shall be equal to the amount for such item set forth on the Final Balance Sheet. With respect to the item set forth in clause Premium”) and (2) the Fair Market Value of the definition of “Initial Coinsurance Premium,” the portion of the Actual Initial Coinsurance Premium attributable to such item shall be the actual Interest Maintenance Reserves attributable to the Transferred Reinsurance Assets as of the Effective Date. The “Initial Coinsurance Premium Adjustment” shall be equal to the following amount (whether positive or negative): (1A) the difference (whether positive or negative) between the Actual Initial Coinsurance Premium minus the Estimated Initial Coinsurance Premium, minus (2B) the difference (whether positive or negative) between the Fair Market Value of the Transferred Reinsurance Assets on the Effective Date minus the Fair Market Value of the Reinsurance Assets determined in connection with the calculation of the Estimated Initial Coinsurance Premium pursuant to Section 1.3(a)(i) minus the Value of the Transferred Assets on the Effective Date, minus (3) the Net Retained Liabilities Earned Interest2.3(a)(i). If the Initial Coinsurance Premium Adjustment is positive, then the Company shall pay to the Reinsurer an amount of cash equal to the Initial Coinsurance Premium Adjustment within five (5) Business Days after the Initial Coinsurance Premium Adjustment is finalized pursuant to Section 10.210.1, together with an amount of interest on the portion of the Initial Coinsurance Premium Adjustment not attributable to the Net Retained Liabilities Initial Coinsurance Premium Adjustment at the Applicable Rate (as such term is defined in the Stock Purchase Agreement) Rate, calculated on the basis of a 360-day year for the actual number of days elapsed, accrued from the Effective Date until, but not including, the date of payment. If the Initial Coinsurance Premium Adjustment is negative, then the Reinsurer shall pay to the Company an amount in of cash equal to the absolute value of the Initial Coinsurance Premium Adjustment within five (5) Business Days after the Initial Coinsurance Premium Adjustment is finalized pursuant to Section 10.210.1, together with an amount of interest on the portion of the Initial Coinsurance Premium Adjustment not attributable to the Net Retained Liabilities Initial Coinsurance Premium Adjustment at the Applicable Rate (as such term is defined in the Stock Purchase Agreement) Rate, calculated on the basis of a 360-day year for the actual number of days elapsed, accrued from the Effective Date until, but not including, the date of payment.
Appears in 1 contract
Coinsurance Premium. (i) On the Effective Date, the Company will transfer allocate to the Reinsurer Funds Withheld Account an initial coinsurance premium with respect that relates to the Reinsured Policies consisting of cash, cash equivalents assets that are listed and that have the assets Statutory Book Values set forth on Annex A (with such additions or substitutions as may be determined by the Reinsurer) (the “Transferred Initial Reinsurance Assets”) with an aggregate Value determined three Business Days prior and cash, equal to the Effective Date equal to Reinsurer’s Share of the following amount: (1A) Reinsurer’s Share of the Statutory Reserves held by the Company with respect to the Reinsured Policies as of the Effective TimePolicies, plus (2B) the Reinsurer’s Share of the Existing Interest Maintenance Reserve attributable to the Transferred AssetsReinsured Liabilities, minus (3C) the Reinsurer’s Share of the amount of outstanding policy loans on the Reinsured Policies (to the extent such policy loans constitute admitted assets under SAP, net of any unearned policy loan interest on such loans but including amounts of interest due and accrued with respect thereto), minus (4D) the Reinsurer’s Share of net due and deferred Premiums on the Reinsured Policies, minus (E) the aggregate Statutory Book Value of the XX Xxxxxx as of the Effective Date, plus (F) the other liabilities set forth on the Life Reference Balance Sheet, minus (G) the Additional Life Reference Balance Sheet Assets, in the case of each case of clauses (A) through (C), determined in accordance with SAP, consistently applied applied, as of the Effective Time (such amount, the “Initial Coinsurance Premium”); provided that. For the avoidance of doubt, notwithstanding anything to the contrary in this Agreement, solely for purposes of calculating the Initial Coinsurance Premium, the term “Reinsured Policies” shall not include the portion of the Policies policies from which Net Retained Liabilities Liabilities, if any, arise. In addition, the Company hereby sells, assigns, transfers and delivers to the Reinsurer as reinsurance premium, on the Effective Date effective as of the Effective Time, all of Company’s right, title and interest (w) under the Reinsured Policies to receive principal and interest paid on policy loans, (x) in the Premiums, (y) in agent debit balances as of the Effective Date with respect to the Reinsured Policies and the Net Retained Liabilities and (z) in the real property listed on Schedule 1.3(a)(i) hereto, free and clear of any liens or other encumbrances. To the extent the foregoing sentence is ineffective to transfer the type of asset described, the Company agrees to execute and record all additional instruments, bills of sale, deeds and other documents necessary to transfer such asset as soon practicable after the Effective Date.
(ii) The amount of the Initial Coinsurance Premium paid on the Effective Date shall be determined on an estimated basis (the “Estimated Initial Coinsurance Premium”) as follows:
: (1x) with respect to each of the items set forth in clauses (1A), (3B), (C), (F) and (4G) of the definition of “Initial Coinsurance Premium” the portion of the Estimated Initial Coinsurance Premium attributable to such items shall be equal to the respective amounts set forth on the Life Reference Balance Sheet; and (y) with respect to the items set forth in clauses (D) and (E) of the definition of the “Initial Coinsurance Premium,” the portion of the Estimated Initial Coinsurance Premium attributable to such item shall be equal to the amount for such item set forth on the Estimated Balance Sheet delivered to the Reinsurer pursuant to the Stock Purchase Agreement and (2) with respect to the item set forth in clause (2) of the definition of “Initial Coinsurance Premium”, the portion of the Estimated Initial Coinsurance Premium attributable to such item items shall be determined by the Reinsurer Company in good faith and in a manner consistent with the principles governing the preparation of the Life Reference Balance Sheet on an estimated basis as of the date that is three (3) Business Days prior to the Effective Date.
(iii) On the Effective Date, the Reinsurer Company shall deliver to the Company Reinsurer a statement setting forth (1A) the amount of the Estimated Initial Coinsurance Premium and (2) the final list of Transferred Assets, in each casePremium, determined as of the date that is three (3) Business Days prior to the Effective Date, and (B) the final list of Initial Reinsurance Assets, which will be based on Annex A, and will include the Statutory Book Value of the Initial Reinsurance Assets, determined as of the date that is three (3) Business Days prior to the Effective Date.
(iv) Within five No later than fifty (50) Business Days following after the date on which the Purchase Price Adjustment Materials and the determination of the amounts set forth therein become final and binding pursuant to the penultimate sentence of Section 2.6(e) of the Stock Purchase Agreement (the “True-Up Effective Date”), the Reinsurer Company shall deliver to the Company Reinsurer a statement (the “Initial Coinsurance Premium Reconciliation Statement”) prepared in good faith by the Reinsurer setting forth Company, in the actual amount of same form as, and using the Initial Coinsurance Premium minus the Net Retained Liabilities Initial Coinsurance Premium Adjustment as of the True-Up Date (the “Actual Initial Coinsurance Premium”)same principles that govern, the calculation of each of items (1) through (4) of the definition of “Initial Coinsurance Premium” and the Value of the Transferred Assets Life Reference Balance Sheet, setting forth, as of the Effective Date; provided that if the True-Up Date has not occurred on or prior to the date that is seventy-five days following the Effective Date, (x1) the Reinsurer shall deliver to the Company a statement setting forth the Reinsurer’s good faith estimate calculation of the Net Retained Liabilities Initial Coinsurance Premium Adjustment as of such date that is seventy-five days following the Effective Date and the Reinsurer shall pay the Company an amount of cash equal to the amount set forth in such statement within four Business Days of delivery of such statement and (y) for purposes of preparing the Initial Coinsurance Premium Reconciliation Statement and calculating the Actual Initial Coinsurance Premium and the Initial Coinsurance Premium Adjustment, the Net Retained Liabilities Initial Coinsurance Premium Adjustment shall be reduced by the amount of cash, if any, received by the Company from the Reinsurer pursuant to clause (x) of this Section 1.3(a)(iv). With respect to each of the items set forth in clauses (1), A) through (3) and (4G) of the definition of the “Initial Coinsurance Premium,” (such amount, the portion of the “Actual Initial Coinsurance Premium attributable to such item shall be equal to the amount for such item set forth on the Final Balance Sheet. With respect to the item set forth in clause Premium”) and (2) the Statutory Book Value of the definition of “Initial Coinsurance Premium,” the portion of the Actual Initial Coinsurance Premium attributable to such item shall be the actual Interest Maintenance Reserves attributable to the Transferred Reinsurance Assets as of the Effective Date. The “Initial Coinsurance Premium Adjustment” shall be equal to the following amount (whether positive or negative): (1A) the difference (whether positive or negative) between the Actual Initial Coinsurance Premium minus the Estimated Initial Coinsurance Premium, minus (2B) the difference (whether positive or negative) between the Statutory Book Value of the Transferred Initial Reinsurance Assets on the Effective Date minus the Statutory Book Value of the Initial Reinsurance Assets determined in connection with the calculation of the Estimated Initial Coinsurance Premium pursuant to Section 1.3(a)(i) minus the Value of the Transferred Assets on the Effective Date, minus (3) the Net Retained Liabilities Earned Interest2.3(a)(ii). If the Initial Coinsurance Premium Adjustment is positive, then the Company shall pay increase the Funds Withheld Account Balance by such amount and shall allocate to the Reinsurer an amount of cash Funds Withheld Account additional assets having, in the aggregate, a Statutory Book Value equal to the Initial Coinsurance Premium Adjustment within five (5) Business Days after the Initial Coinsurance Premium Adjustment is finalized pursuant to Section 10.210.1, together with an amount of interest on the portion of the Initial Coinsurance Premium Adjustment not attributable to the Net Retained Liabilities Initial Coinsurance Premium Adjustment at the Applicable Rate (as such term is defined in the Stock Purchase Agreement) Rate, calculated on the basis of a 360-day year for the actual number of days elapsed, accrued from the Effective Date until, but not including, the date of payment. If the Initial Coinsurance Premium Adjustment is negative, then the Reinsurer Company shall pay be entitled to decrease the Company an amount Funds Withheld Account Balance by withdrawing Reinsurance Assets having, in cash the aggregate, a Statutory Book Value equal to the absolute value of the Initial Coinsurance Premium Adjustment within five (5) Business Days after the Initial Coinsurance Premium Adjustment is finalized pursuant to Section 10.210.1, together with an amount of interest on the portion of the Initial Coinsurance Premium Adjustment not attributable to the Net Retained Liabilities Initial Coinsurance Premium Adjustment at the Applicable Rate (as such term is defined in the Stock Purchase Agreement) Rate, calculated on the basis of a 360-day year for the actual number of days elapsed, accrued from the Effective Date until, but not including, the date of payment.
Appears in 1 contract
Samples: Funds Withheld Coinsurance Agreement (Athene Holding LTD)
Coinsurance Premium. (i) On the Effective Date, the Company will transfer to the Reinsurer an initial coinsurance premium with respect to the Reinsured Policies consisting of cash, cash equivalents and the assets set forth on Annex A (with such additions or substitutions as may be determined by the Reinsurer) (the “Transferred Assets”) with an aggregate Value determined three Business Days prior to the Effective Date equal to the following amount: (1) Reinsurer’s Share of the Statutory Reserves held by the Company with respect to the Reinsured Policies as of the Effective Time, plus (2) the Reinsurer’s Share of the Interest Maintenance Reserve attributable to the Transferred Assets, minus (3) the Reinsurer’s Share of the amount of outstanding policy loans on the Reinsured Policies (to the extent such policy loans constitute admitted assets under SAP, net of any unearned policy loan interest on such loans but including amounts of interest due and accrued with respect thereto), minus (4) the Reinsurer’s Share of net due and deferred Premiums on the Reinsured Policies, in each case determined in accordance with SAP, consistently applied (such amount, “Initial Coinsurance Premium”); provided that, notwithstanding anything to the contrary in this Agreement, solely for purposes of calculating the Initial Coinsurance Premium, the term “Reinsured Policies” shall include the portion of the Policies from which Net Retained Liabilities arise. In addition, the Company hereby sells, assigns, transfers and delivers to the Reinsurer as reinsurance premium, on the Effective Date effective as of the Effective Time, all of Company’s right, title and interest (w) under the Reinsured Policies to receive principal and interest paid on policy loans, (x) in the Premiums, (y) in agent debit balances as of the Effective Date with respect to the Reinsured Policies and the Net Retained Liabilities and (z) in the real property listed on Schedule 1.3(a)(i) hereto, free and clear of any liens or other encumbrances. To the extent the foregoing sentence is ineffective to transfer the type of asset described, the Company agrees to execute and record all additional instruments, bills of sale, deeds and other documents necessary to transfer such asset as soon practicable after the Effective Date.
(ii) The amount of the Initial Coinsurance Premium paid on the Effective Date shall be determined on an estimated basis (the “Estimated Initial Coinsurance Premium”) as follows:
(1) with respect to each of the items set forth in clauses (1), (3) and (4) of the definition of “Initial Coinsurance Premium,” the portion of the Estimated Initial Coinsurance Premium attributable to such item shall be equal to the amount for such item set forth on the Estimated Balance Sheet delivered to the Reinsurer pursuant to the Stock Purchase Agreement and (2) with respect to the item set forth in clause (2) of the definition of “Initial Coinsurance Premium”, the portion of the Estimated Initial Coinsurance Premium attributable to such item shall be determined by the Reinsurer in good faith on an estimated basis as of the date that is three Business Days prior to the Effective Date.
(iii) On the Effective Date, the Reinsurer shall deliver to the Company a statement setting forth (1) the amount of the Estimated Initial Coinsurance Premium and (2) the final list of Transferred Assets, in each case, determined as of the date that is three Business Days prior to the Effective Date.
(iv) Within five Business Days following the date on which the Purchase Price Adjustment Materials and the determination of the amounts set forth therein become final and binding pursuant to the penultimate sentence of Section 2.6(e) of the Stock Purchase Agreement (the “True-Up Date”), the Reinsurer shall deliver to the Company a statement (the “Initial Coinsurance Premium Reconciliation Statement”) prepared in good faith by the Reinsurer setting forth the actual amount of the Initial Coinsurance Premium minus the Net Retained Liabilities Initial Coinsurance Premium Adjustment as of the True-Up Date (the “Actual Initial Coinsurance Premium”), the calculation of each of items (1) through (4) of the definition of “Initial Coinsurance Premium” and the Value of the Transferred Assets as of the Effective Date; provided that if the True-Up Date has not occurred on or prior to the date that is seventy-five days following the Effective Date, (x) the Reinsurer shall deliver to the Company a statement setting forth the Reinsurer’s good faith estimate of the Net Retained Liabilities Initial Coinsurance Premium Adjustment as of such date that is seventy-five days following the Effective Date and the Reinsurer shall pay the Company an amount of cash equal to the amount set forth in such statement within four Business Days of delivery of such statement and (y) for purposes of preparing the Initial Coinsurance Premium Reconciliation Statement and calculating the Actual Initial Coinsurance Premium and the Initial Coinsurance Premium Adjustment, the Net Retained Liabilities Initial Coinsurance Premium Adjustment shall be reduced by the amount of cash, if any, received by the Company from the Reinsurer pursuant to clause (x) of this Section 1.3(a)(iv). With respect to each of the items set forth in clauses (1), (3) and (4) of the definition of “Initial Coinsurance Premium,” the portion of the Actual Initial Coinsurance Premium attributable to such item shall be equal to the amount for such item set forth on the Final Balance Sheet. With respect to the item set forth in clause (2) of the definition of “Initial Coinsurance Premium,” the portion of the Actual Initial Coinsurance Premium attributable to such item shall be the actual Interest Maintenance Reserves attributable to the Transferred Assets as of the Effective Date. The “Initial Coinsurance Premium Adjustment” shall be equal to the following amount (whether positive or negative): (1) the difference (whether positive or negative) between the Actual Initial Coinsurance Premium minus the Estimated Initial Coinsurance Premium, minus (2) the difference (whether positive or negative) between the Value of the Transferred Assets determined in connection with the calculation of the Estimated Initial Coinsurance Premium pursuant to Section 1.3(a)(i) minus the Value of the Transferred Assets on the Effective Date, minus (3) the Net Retained Liabilities Earned Interest. If the Initial Coinsurance Premium Adjustment is positive, then the Company shall pay to the Reinsurer an amount of cash equal to the Initial Coinsurance Premium Adjustment within five Business Days after the Initial Coinsurance Premium Adjustment is finalized pursuant to Section 10.2, together with an amount of interest on the portion of the Initial Coinsurance Premium Adjustment not attributable to the Net Retained Liabilities Initial Coinsurance Premium Adjustment at the Applicable Rate (as such term is defined in the Stock Purchase Agreement) calculated on the basis of a 360-day year for the actual number of days elapsed, accrued from the Effective Date until, but not including, the date of payment. If the Initial Coinsurance Premium Adjustment is negative, then the Reinsurer shall pay to the Company an amount in cash equal to the absolute value of the Initial Coinsurance Premium Adjustment within five Business Days after the Initial Coinsurance Premium Adjustment is finalized pursuant to Section 10.2, together with an amount of interest on the portion of the Initial Coinsurance Premium Adjustment not attributable to the Net Retained Liabilities Initial Coinsurance Premium Adjustment at the Applicable Rate (as such term is defined in the Stock Purchase Agreement) calculated on the basis of a 360-day year for the actual number of days elapsed, accrued from the Effective Date until, but not including, the date of payment.the
Appears in 1 contract
Coinsurance Premium. (i) On the Effective Date, the Company will transfer allocate to the Reinsurer Funds Withheld Account an initial coinsurance premium with respect that relates to the Reinsured Policies consisting of cash, cash equivalents assets that are listed and that have the assets Statutory Book Values set forth on Annex A (with such additions or substitutions as may be determined by the Reinsurer) (the “Transferred Initial Reinsurance Assets”) with an aggregate Value determined three Business Days prior and cash, equal to the Effective Date equal to Reinsurer’s Share of the following amount: (1A) Reinsurer’s Share of the Statutory Reserves held by the Company with respect to the Reinsured Policies as of the Effective TimePolicies, plus (2B) the Reinsurer’s Share of the Existing Interest Maintenance Reserve attributable to the Transferred AssetsReinsured Liabilities, minus (3C) the Reinsurer’s Share of the amount of outstanding policy loans on the Reinsured Policies (to the extent such policy loans constitute admitted assets under SAP, net of any unearned policy loan interest on such loans but including amounts of interest due and accrued with respect thereto), minus (4D) the Reinsurer’s Share of net due and deferred Premiums on the Reinsured Policies, minus (E) the aggregate Statutory Book Value of the XX Xxxxxx as of the Effective Date, in the case of each case of clauses (A) through (C), determined in accordance with SAP, consistently applied applied, as of the Effective Time (such amount, the “Initial Coinsurance Premium”); provided that. For the avoidance of doubt, notwithstanding anything to the contrary in this Agreement, solely for purposes of calculating the Initial Coinsurance Premium, the term “Reinsured Policies” shall not include the portion of the Policies policies from which Net Retained Liabilities Liabilities, if any, arise. In addition, the Company hereby sells, assigns, transfers and delivers to the Reinsurer as reinsurance premium, on the Effective Date effective as of the Effective Time, all of Company’s right, title and interest (w) under the Reinsured Policies to receive principal and interest paid on policy loans, (x) in the Premiums, (y) in agent debit balances as of the Effective Date with respect to the Reinsured Policies and the Net Retained Liabilities and (z) in the real property listed on Schedule 1.3(a)(i) hereto, free and clear of any liens or other encumbrances. To the extent the foregoing sentence is ineffective to transfer the type of asset described, the Company agrees to execute and record all additional instruments, bills of sale, deeds and other documents necessary to transfer such asset as soon practicable after the Effective Date.
(ii) The amount of the Initial Coinsurance Premium paid on the Effective Date shall be determined on an estimated basis (the “Estimated Initial Coinsurance Premium”) as follows:
: (1x) with respect to each of the items set forth in clauses (1A), (3B) and (4C) of the definition of “Initial Coinsurance Premium” the portion of the Estimated Initial Coinsurance Premium attributable to such items shall be equal to the respective amounts set forth on the Life Reference Balance Sheet; and (y) with respect to the items set forth in clauses (D) and (E) of the definition of the “Initial Coinsurance Premium,” the portion of the Estimated Initial Coinsurance Premium attributable to such item shall be equal to the amount for such item set forth on the Estimated Balance Sheet delivered to the Reinsurer pursuant to the Stock Purchase Agreement and (2) with respect to the item set forth in clause (2) of the definition of “Initial Coinsurance Premium”, the portion of the Estimated Initial Coinsurance Premium attributable to such item items shall be determined by the Reinsurer Company in good faith and in a manner consistent with the principles governing the preparation of the Life Reference Balance Sheet on an estimated basis as of the date that is three (3) Business Days prior to the Effective Date.
(iii) On the Effective Date, the Reinsurer Company shall deliver to the Company Reinsurer a statement setting forth (1A) the amount of the Estimated Initial Coinsurance Premium and (2) the final list of Transferred Assets, in each casePremium, determined as of the date that is three (3) Business Days prior to the Effective Date, and (B) the final list of Initial Reinsurance Assets, which will be based on Annex A, and will include the Statutory Book Value of the Initial Reinsurance Assets, determined as of the date that is three (3) Business Days prior to the Effective Date.
(iv) Within five No later than fifty (50) Business Days following after the date on which the Purchase Price Adjustment Materials and the determination of the amounts set forth therein become final and binding pursuant to the penultimate sentence of Section 2.6(e) of the Stock Purchase Agreement (the “True-Up Effective Date”), the Reinsurer Company shall deliver to the Company Reinsurer a statement (the “Initial Coinsurance Premium Reconciliation Statement”) prepared in good faith by the Reinsurer setting forth Company, in the actual amount of same form as, and using the Initial Coinsurance Premium minus the Net Retained Liabilities Initial Coinsurance Premium Adjustment as of the True-Up Date (the “Actual Initial Coinsurance Premium”)same principles that govern, the calculation of each of items (1) through (4) of the definition of “Initial Coinsurance Premium” and the Value of the Transferred Assets Life Reference Balance Sheet, setting forth, as of the Effective Date; provided that if the True-Up Date has not occurred on or prior to the date that is seventy-five days following the Effective Date, (x1) the Reinsurer shall deliver to the Company a statement setting forth the Reinsurer’s good faith estimate calculation of the Net Retained Liabilities Initial Coinsurance Premium Adjustment as of such date that is seventy-five days following the Effective Date and the Reinsurer shall pay the Company an amount of cash equal to the amount set forth in such statement within four Business Days of delivery of such statement and (y) for purposes of preparing the Initial Coinsurance Premium Reconciliation Statement and calculating the Actual Initial Coinsurance Premium and the Initial Coinsurance Premium Adjustment, the Net Retained Liabilities Initial Coinsurance Premium Adjustment shall be reduced by the amount of cash, if any, received by the Company from the Reinsurer pursuant to clause (x) of this Section 1.3(a)(iv). With respect to each of the items set forth in clauses (1), A) through (3) and (4E) of the definition of the “Initial Coinsurance Premium,” (such amount, the portion of the “Actual Initial Coinsurance Premium attributable to such item shall be equal to the amount for such item set forth on the Final Balance Sheet. With respect to the item set forth in clause Premium”) and (2) the Statutory Book Value of the definition of “Initial Coinsurance Premium,” the portion of the Actual Initial Coinsurance Premium attributable to such item shall be the actual Interest Maintenance Reserves attributable to the Transferred Reinsurance Assets as of the Effective Date. The “Initial Coinsurance Premium Adjustment” shall be equal to the following amount (whether positive or negative): (1A) the difference (whether positive or negative) between the Actual Initial Coinsurance Premium minus the Estimated Initial Coinsurance Premium, minus (2B) the difference (whether positive or negative) between the Statutory Book Value of the Transferred Initial Reinsurance Assets on the Effective Date minus the Statutory Book Value of the Initial Reinsurance Assets determined in connection with the calculation of the Estimated Initial Coinsurance Premium pursuant to Section 1.3(a)(i) minus the Value of the Transferred Assets on the Effective Date, minus (3) the Net Retained Liabilities Earned Interest2.3(a)(ii). If the Initial Coinsurance Premium Adjustment is positive, then the Company shall pay increase the Funds Withheld Account Balance by such amount and shall allocate to the Reinsurer an amount of cash Funds Withheld Account additional assets having, in the aggregate, a Statutory Book Value equal to the Initial Coinsurance Premium Adjustment within five (5) Business Days after the Initial Coinsurance Premium Adjustment is finalized pursuant to Section 10.210.1, together with an amount of interest on the portion of the Initial Coinsurance Premium Adjustment not attributable to the Net Retained Liabilities Initial Coinsurance Premium Adjustment at the Applicable Rate (as such term is defined in the Stock Purchase Agreement) Rate, calculated on the basis of a 360-day year for the actual number of days elapsed, accrued from the Effective Date until, but not including, the date of payment. If the Initial Coinsurance Premium Adjustment is negative, then the Reinsurer Company shall pay be entitled to decrease the Company an amount Funds Withheld Account Balance by withdrawing Reinsurance Assets having, in cash the aggregate, a Statutory Book Value equal to the absolute value of the Initial Coinsurance Premium Adjustment within five (5) Business Days after the Initial Coinsurance Premium Adjustment is finalized pursuant to Section 10.210.1, together with an amount of interest on the portion of the Initial Coinsurance Premium Adjustment not attributable to the Net Retained Liabilities Initial Coinsurance Premium Adjustment at the Applicable Rate (as such term is defined in the Stock Purchase Agreement) Rate, calculated on the basis of a 360-day year for the actual number of days elapsed, accrued from the Effective Date until, but not including, the date of payment.
Appears in 1 contract
Coinsurance Premium. (i) On the Effective Date, the Company will transfer pay to the Reinsurer an initial coinsurance premium that relates to the Reinsured Policies (other than with respect to the Reinsured Policies Funds Withheld Liabilities) consisting of cashassets that are listed and that have Fair Market Values, cash equivalents and the assets exclusive of accrued interest, set forth on Annex A (with such additions or substitutions as may be determined by the Reinsurer) A-1 (the “Transferred Assets”) with an aggregate Value determined three Business Days prior and cash, equal to the Effective Date equal to Reinsurer’s Share of the following amount: (1A) Reinsurer’s Share of the Statutory Reserves held by the Company with respect to the Reinsured Policies as of (other than with respect to the Effective TimeFunds Withheld Liabilities), plus (2B) the Reinsurer’s Share of the Existing Interest Maintenance Reserve attributable to the Transferred AssetsReinsured Liabilities (including with respect to the Funds Withheld Liabilities), plus (C) the amount of any New Interest Maintenance Reserve divided by 65%, minus (3D) the Reinsurer’s Share of the amount of outstanding policy loans on the Reinsured Policies (to the extent such policy loans constitute admitted assets under SAP, net of any unearned policy loan interest on such loans but including amounts of interest due and accrued with respect thereto) (other than with respect to the Funds Withheld Liabilities), minus (4E) the Reinsurer’s Share of net due and deferred Premiums on the Reinsured Policies, minus (F) the aggregate Statutory Book Value of the XX Xxxxxx as of the Effective Date, plus (G) the other liabilities set forth on the Life Reference Balance Sheet, minus (H) the Additional Life Reference Balance Sheet Assets, minus (I) the amount of accrued interest on the Transferred Assets, in the case of each case of clauses (A) through (D), determined in accordance with SAP, consistently applied applied, as of the Effective Time (such amount, the “Non-Funds Withheld Initial Coinsurance Premium”).
(ii) On the Effective Date, the Company will allocate to the Funds Withheld Account an initial coinsurance premium that relates to the Funds Withheld Liabilities consisting of assets that are listed and that have the Statutory Book Values set forth on Annex A-2 (the “Initial Funds Withheld Assets”, and together with the Transferred Assets, the “Reinsurance Assets”) and cash with an aggregate Statutory Book Value, determined three (3) Business Days prior to the Effective Date, equal to the Statutory Reserves held by the Company with respect to the Funds Withheld Liabilities (such amount, the “Initial Funds Withheld Amount”, and together with the Non-Funds Withheld Initial Coinsurance Premium, the “Initial Coinsurance Premium”); provided that.
(iii) For the avoidance of doubt, notwithstanding anything to the contrary in this Agreement, solely for purposes of calculating the Initial Coinsurance Premium, the term “Reinsured Policies” shall not include the portion of the Policies policies from which Net Retained Liabilities Liabilities, if any, arise. In addition, the Company hereby sells, assigns, transfers and delivers to the Reinsurer as reinsurance premium, on the Effective Date effective as of the Effective Time, all of Company’s right, title and interest (w) under the Reinsured Policies to receive principal and interest paid on policy loans, (x) in the Premiums, (y) in agent debit balances as of the Effective Date with respect to the Reinsured Policies and the Net Retained Liabilities and (z) in the real property listed on Schedule 1.3(a)(i) hereto, free and clear of any liens or other encumbrances. To the extent the foregoing sentence is ineffective to transfer the type of asset described, the Company agrees to execute and record all additional instruments, bills of sale, deeds and other documents necessary to transfer such asset as soon practicable after the Effective Date.
(iiiv) The amount of the Initial Coinsurance Premium paid on the Effective Date shall be determined on an estimated basis (the “Estimated Initial Coinsurance Premium”) as follows:
: (1x) with respect to each of the items set forth in clauses (1A), (3B), (D), (F) and (4G) of the definition of “Non-Funds Withheld Initial Coinsurance Premium” and the items set forth in clause (A) of the definition of “Initial Coinsurance PremiumFunds Withheld Amount,” the portion of the Estimated Initial Coinsurance Premium attributable to such item items shall be equal to the amount for such item respective amounts set forth on the Estimated Life Reference Balance Sheet delivered to the Reinsurer pursuant to the Stock Purchase Agreement Sheet; and (2y) with respect to the item items set forth in clause clauses (2C) and (E) of the definition of the “Non-Funds Withheld Initial Coinsurance Premium”, ” the portion of the Estimated Initial Coinsurance Premium attributable to such item items shall be determined by the Reinsurer Company in good faith and in a manner consistent with the principles governing the preparation of the Life Reference Balance Sheet on an estimated basis as of the date that is three (3) Business Days prior to the Effective Date.
(iiiv) On the Effective Date, the Reinsurer Company shall deliver to the Company Reinsurer a statement setting forth (1A) the amount of the Estimated Initial Coinsurance Premium and (2) the final list of Transferred Assets, in each casePremium, determined as of the date that is three (3) Business Days prior to the Effective Date, and (B) the final list of Reinsurance Assets, which will be based on Annexes A-1 and A-2, and will include the Fair Market Value and the Statutory Book Value of the Reinsurance Assets, determined as of the date that is three (3) Business Days prior to the Effective Date.
(ivvi) Within five No later than fifty (50) Business Days following after the date on which the Purchase Price Adjustment Materials and the determination of the amounts set forth therein become final and binding pursuant to the penultimate sentence of Section 2.6(e) of the Stock Purchase Agreement (the “True-Up Effective Date”), the Reinsurer Company shall deliver to the Company Reinsurer a statement (the “Initial Coinsurance Premium Reconciliation Statement”) prepared in good faith by the Reinsurer Company, in the same form as, and using the same principles that govern, the Life Reference Balance Sheet, setting forth, as of the Effective Date, (1) the calculation of each of the items set forth in clauses (A) through (G) of the actual amount definition of the “Non-Funds Withheld Initial Coinsurance Premium” and the calculation of the Initial Coinsurance Premium minus the Net Retained Liabilities Initial Coinsurance Premium Adjustment as of the True-Up Date Funds Withheld Amount (such amount, the “Actual Initial Coinsurance Premium”), ) and (2) the calculation of each of items (1) through (4) of the definition of “Initial Coinsurance Premium” and the Fair Market Value of the Transferred Assets as of the Effective Date; provided that if the True-Up Date has not occurred on or prior to the date that is seventy-five days following the Effective Date, (x) the Reinsurer shall deliver to the Company a statement setting forth the Reinsurer’s good faith estimate of the Net Retained Liabilities Initial Coinsurance Premium Adjustment as of such date that is seventy-five days following the Effective Date and the Reinsurer shall pay the Company an amount of cash equal to the amount set forth in such statement within four Business Days of delivery of such statement and (y) for purposes of preparing the Initial Coinsurance Premium Reconciliation Statement and calculating the Actual Initial Coinsurance Premium and the Initial Coinsurance Premium Adjustment, the Net Retained Liabilities Initial Coinsurance Premium Adjustment shall be reduced by the amount of cash, if any, received by the Company from the Reinsurer pursuant to clause (x) of this Section 1.3(a)(iv). With respect to each Statutory Book Value of the items set forth in clauses (1), (3) and (4) of the definition of “Initial Coinsurance Premium,” the portion of the Actual Initial Coinsurance Premium attributable to such item shall be equal to the amount for such item set forth on the Final Balance Sheet. With respect to the item set forth in clause (2) of the definition of “Initial Coinsurance Premium,” the portion of the Actual Initial Coinsurance Premium attributable to such item shall be the actual Interest Maintenance Reserves attributable to the Transferred Funds Withheld Assets as of the Effective Date. The “Initial Coinsurance Premium Adjustment” shall be equal to the following amount (whether positive or negative): (1A) the difference (whether positive or negative) between the Actual Initial Coinsurance Premium minus the Estimated Initial Coinsurance Premium, minus (2B) the difference (whether positive or negative) between the Fair Market Value of the Transferred Assets on the Effective Date minus the Fair Market Value of the Transferred Assets determined in connection with the calculation of the Estimated Initial Coinsurance Premium pursuant to Section 1.3(a)(i2.3(a)(i), minus (C) minus the difference (whether positive or negative) between the Statutory Book Value of the Transferred Funds Withheld Assets on the Effective Date, Date minus (3) the Net Retained Liabilities Earned InterestStatutory Book Value of the Funds Withheld Assets determined in connection with the calculation of the Estimated Initial Coinsurance Premium pursuant to Section 2.3(a)(ii). If the Initial Coinsurance Premium Adjustment is positive, then the Company shall pay to the Reinsurer an amount of cash equal to the Initial Coinsurance Premium Adjustment within five (5) Business Days after the Initial Coinsurance Premium Adjustment is finalized pursuant to Section 10.211.1, together with an amount of interest on the portion of the Initial Coinsurance Premium Adjustment not attributable to the Net Retained Liabilities Initial Coinsurance Premium Adjustment at the Applicable Rate (as such term is defined in the Stock Purchase Agreement) Rate, calculated on the basis of a 360-day year for the actual number of days elapsed, accrued from the Effective Date until, but not including, the date of payment. If the Initial Coinsurance Premium Adjustment is negative, then the Reinsurer shall pay to the Company an amount in of cash equal to the absolute value of the Initial Coinsurance Premium Adjustment within five (5) Business Days after the Initial Coinsurance Premium Adjustment is finalized pursuant to Section 10.211.1, together with an amount of interest on the portion of the Initial Coinsurance Premium Adjustment not attributable to the Net Retained Liabilities Initial Coinsurance Premium Adjustment at the Applicable Rate (as such term is defined in the Stock Purchase Agreement) Rate, calculated on the basis of a 360-day year for the actual number of days elapsed, accrued from the Effective Date until, but not including, the date of payment.
Appears in 1 contract
Samples: Coinsurance and Assumption Agreement (Athene Holding LTD)
Coinsurance Premium. (i) On the Effective Date, the Company will transfer pay to the Reinsurer an initial coinsurance premium with respect that relates to the Reinsured Policies consisting of cash, cash equivalents (1) assets that are listed and the assets that have Fair Market Values (exclusive of accrued interest) set forth on Annex A (with such additions or substitutions as may be determined by the Reinsurer) A-1 (the “Transferred Reinsurance Assets”) with an aggregate Value determined three Business Days prior ), equal to the Effective Date equal to Reinsurer’s Share of the following amount: (1A) Reinsurer’s Share of (x) the Statutory Reserves held by the Company with respect to the Reinsured Policies as of (other than the Effective TimeCaptive Policies and the Closed Block Policies), minus (y) the Unavailable Asset Amount, plus (2B) the Reinsurer’s Share Economic Reserves held by the Company with respect to the Captive Policies, plus (C) the amount of the any new Interest Maintenance Reserve attributable to that is created at the Transferred AssetsEffective Time as a direct result of the transactions contemplated by this Agreement divided by 65%, minus (3D) the Reinsurer’s Share of the amount of outstanding policy loans on the Reinsured Policies (other than the Closed Block Policies) (to the extent such policy loans constitute admitted assets under SAP, net of any unearned policy loan interest on such loans but including amounts of interest due and accrued with respect thereto), minus (4E) the Reinsurer’s Share of net due and deferred Premiums on the Reinsured Policies (other than the Closed Block Policies), minus (F) the aggregate Statutory Book Value of the XX Xxxxxx as of the Effective Date plus (2) cash equal to (A) the Interest Maintenance Reserve attributable to the Reinsured Liabilities other than the Closed Block Policies, plus (B) the other liabilities set forth on the Life Reference Balance Sheet, minus (C) the Additional Life Reference Balance Sheet Assets, plus (D) Market Value of the Unavailable Assets, minus (E) the amount of accrued interest on the Reinsurance Assets, multiplied by the ratio of aggregate Fair Market Value of the Reinsurance Assets, divided by the aggregate Statutory Book Value of the Reinsurance Assets, in the case of each case of clauses (1)(A), (1)(D), (1)(E), (2)(A) and (2)(D) determined in accordance with SAP, consistently applied applied, as of the Effective Time (such amount, the “Initial Coinsurance Premium”); provided that. For the avoidance of doubt, notwithstanding anything to the contrary in this Agreement, solely for purposes of calculating the Initial Coinsurance Premium, the term “Reinsured Policies” shall not include the portion of the Policies from which Net Retained Liabilities Liabilities, if any, arise. In addition, the Company hereby sells, assigns, transfers and delivers to the Reinsurer as reinsurance premium, The Reinsurance Assets set forth in clause (1) will consist of assets having an aggregate Statutory Book Value on the Effective Date effective Company’s books and records as of the Effective Time, all Time equal to the amount set forth in clause (1) of Company’s right, title and interest the Initial Coinsurance Premium without taking into account the amounts set forth in sub clause (w1)(C) under thereof.
(ii) The Company shall cause the Reinsured Policies to receive principal and interest paid on policy loans, (x) in the Premiums, (y) in agent debit balances Closed Block Financing Assets as of the Effective Date with respect Time to the Reinsured Policies and the Net Retained Liabilities and (z) in the real property listed consist of those assets set forth on Schedule 1.3(a)(i) hereto, free and clear of any liens or other encumbrances. To the extent the foregoing sentence is ineffective to transfer the type of asset described, the Company agrees to execute and record all additional instruments, bills of sale, deeds and other documents necessary to transfer such asset as soon practicable after the Effective Date.Annex H.
(iiiii) The amount of the Initial Coinsurance Premium paid on the Effective Date shall be determined on an estimated basis (the “Estimated Initial Coinsurance Premium”) as follows:
: (1x) with respect to each of the items set forth in clauses (11)(A), (3B) and (4D) and (2)(A), (B), (C) and (E) of the definition of “Initial Coinsurance Premium,” the portion of the Estimated Initial Coinsurance Premium attributable to such items shall be equal to the respective amounts set forth on the Life Reference Balance Sheet; and (y) with respect to the item set forth in clauses (1)(C) and (2)(D) of the definition of “Initial Coinsurance Premium,” the portion of the Estimated Initial Coinsurance Premium attributable to such item shall be equal to the amount for such item set forth on the Estimated Balance Sheet delivered to the Reinsurer pursuant to the Stock Purchase Agreement and (2) with respect to the item set forth in clause (2) of the definition of “Initial Coinsurance Premium”, the portion of the Estimated Initial Coinsurance Premium attributable to such item shall be determined by the Reinsurer Company in good faith and in a manner consistent with the principles governing the preparation of the Life Reference Balance Sheet on an estimated basis as of the date that is three Business Days prior to the Effective Date.
(iii3) On the Effective Date, the Reinsurer shall deliver to the Company a statement setting forth (1) the amount of the Estimated Initial Coinsurance Premium and (2) the final list of Transferred Assets, in each case, determined as of the date that is three Business Days prior to the Effective Date.
(iv) Within five Business Days following On the date on which the Purchase Price Adjustment Materials and the determination of the amounts set forth therein become final and binding pursuant to the penultimate sentence of Section 2.6(e) of the Stock Purchase Agreement (the “True-Up Effective Date”), the Reinsurer Company shall deliver to the Reinsurer a statement setting forth (A) the amount of the Estimated Initial Coinsurance Premium, determined as of the date that is three (3) Business Days prior to the Effective Date, and (B) the final list of Reinsurance Assets on Annex A-1 and Unavailable Assets on Annex A-2, and will include the Fair Market Value of the Reinsurance Assets and Unavailable Assets, determined as of the date that is three (3) Business Days prior to the Effective Date.
(v) No later than fifty (50) Business Days after the Effective Date, the Company shall deliver to the Reinsurer a statement (the “Initial Coinsurance Premium Reconciliation Statement”) prepared in good faith by the Reinsurer setting forth Company, in the actual amount of same form as, and using the Initial Coinsurance Premium minus the Net Retained Liabilities Initial Coinsurance Premium Adjustment as of the True-Up Date (the “Actual Initial Coinsurance Premium”)same principles that govern, the calculation of each of items (1) through (4) of the definition of “Initial Coinsurance Premium” and the Value of the Transferred Assets Life Reference Balance Sheet, setting forth, as of the Effective Date; provided that if the True-Up Date has not occurred on or prior to the date that is seventy-five days following the Effective Date, (x1) the Reinsurer shall deliver to the Company a statement setting forth the Reinsurer’s good faith estimate calculation of the Net Retained Liabilities Initial Coinsurance Premium Adjustment as of such date that is seventy-five days following the Effective Date and the Reinsurer shall pay the Company an amount of cash equal to the amount set forth in such statement within four Business Days of delivery of such statement and (y) for purposes of preparing the Initial Coinsurance Premium Reconciliation Statement and calculating the Actual Initial Coinsurance Premium and the Initial Coinsurance Premium Adjustment, the Net Retained Liabilities Initial Coinsurance Premium Adjustment shall be reduced by the amount of cash, if any, received by the Company from the Reinsurer pursuant to clause (x) of this Section 1.3(a)(iv). With respect to each of the items set forth in clauses (1), (31)(A)-(F) and (42)(A)-(E) of the definition in each of the “Initial Coinsurance Premium,” (such amount, the portion of the “Actual Initial Coinsurance Premium attributable to such item shall be equal to the amount for such item set forth on the Final Balance Sheet. With respect to the item set forth in clause Premium”) and (2) the Fair Market Value of the definition of “Initial Coinsurance Premium,” the portion of the Actual Initial Coinsurance Premium attributable to such item shall be the actual Interest Maintenance Reserves attributable to the Transferred Reinsurance Assets as of the Effective Date. The “Initial Coinsurance Premium Adjustment” shall be equal to the following amount (whether positive or negative): (1A) the difference (whether positive or negative) between the Actual Initial Coinsurance Premium minus the Estimated Initial Coinsurance Premium, minus (2B) the difference (whether positive or negative) between the Fair Market Value of the Transferred Reinsurance Assets on the Effective Date minus the Fair Market Value of the Reinsurance Assets determined in connection with the calculation of the Estimated Initial Coinsurance Premium pursuant to Section 1.3(a)(i) minus the Value of the Transferred Assets on the Effective Date, minus (3) the Net Retained Liabilities Earned Interest2.3(a)(i). If the Initial Coinsurance Premium Adjustment is positive, then the Company shall pay to the Reinsurer an amount of cash equal to the Initial Coinsurance Premium Adjustment within five (5) Business Days after the Initial Coinsurance Premium Adjustment is finalized pursuant to Section 10.211.1, together with an amount of interest on the portion of the Initial Coinsurance Premium Adjustment not attributable to the Net Retained Liabilities Initial Coinsurance Premium Adjustment at the Applicable Rate (as such term is defined in the Stock Purchase Agreement) Rate, calculated on the basis of a 360-day year for the actual number of days elapsed, accrued from the Effective Date until, but not including, the date of payment. If the Initial Coinsurance Premium Adjustment is negative, then the Reinsurer shall pay to the Company an amount in of cash equal to the absolute value of the Initial Coinsurance Premium Adjustment within five (5) Business Days after the Initial Coinsurance Premium Adjustment is finalized pursuant to Section 10.211.1, together with an amount of interest on the portion of the Initial Coinsurance Premium Adjustment not attributable to the Net Retained Liabilities Initial Coinsurance Premium Adjustment at the Applicable Rate (as such term is defined in the Stock Purchase Agreement) Rate, calculated on the basis of a 360-day year for the actual number of days elapsed, accrued from the Effective Date until, but not including, the date of payment.
(vi) No later than thirty (30) Business Days following any final adjustments to the Purchase Price (as defined in the SPA) in accordance with Annex C of the SPA, the Company shall deliver to the Reinsurer a statement (the “SPA Coinsurance Premium Reconciliation Statement”) prepared in good faith by the Company, in the same form as, and using the same principles that govern, the Life Reference Balance Sheet, setting forth, as of the Effective Date, (1) the calculation of each of the items set forth in clauses (1)(A)-(F) and (2)(A)-(E)of the definition in each of the “Initial Coinsurance Premium” (such amount, the “SPA Adjusted Coinsurance Premium”) and (2) the Fair Market Value of the Reinsurance Assets as of the Effective Date. The “SPA Coinsurance Premium Adjustment” shall be equal to the following amount (whether positive or negative): (A) the difference (whether positive or negative) between the SPA Adjusted Coinsurance Premium minus the Actual Initial Coinsurance Premium, minus (B) the difference (whether positive or negative) between the Fair Market Value of the Reinsurance Assets determined in connection with the calculation of the SPA Adjusted Coinsurance Premium minus the Fair Market Value of the Reinsurance Assets determined in connection with the calculation of the Actual Initial Adjusted Coinsurance Premium. If the SPA Coinsurance Premium Adjustment is positive, then the Company shall pay to the Reinsurer an amount of cash equal to the SPA Coinsurance Premium Adjustment within five (5) Business Days after the SPA Coinsurance Premium Adjustment is finalized pursuant to Section 11.1, together with an amount of interest on the SPA Coinsurance Premium Adjustment at the Applicable Rate, calculated on the basis of a 360-day year for the actual number of days elapsed, accrued from the Effective Date until, but not including, the date of payment. If the SPA Coinsurance Premium Adjustment is negative, then the Reinsurer shall pay to the Company an amount of cash equal to the absolute value of the SPA Coinsurance Premium Adjustment within five (5) Business Days after the SPA Coinsurance Premium Adjustment is finalized pursuant to Section 11.1, together with an amount of interest on the SPA Coinsurance Premium Adjustment at the Applicable Rate, calculated on the basis of a 360-day year for the actual number of days elapsed, accrued from the Effective Date until, but not including, the date of payment.
(vii) The Initial Coinsurance Premium Adjustment and the SPA Coinsurance Premium Adjustment shall be paid in cash, but shall be calculated as though such adjustments were payable by transferring a combination of cash and assets having the same ratio of Fair Market Value to Statutory Book Value as the Reinsurance Assets on the Effective Date.
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Samples: Coinsurance and Assumption Agreement (Athene Annuity & Life Co)
Coinsurance Premium. (i) On the Effective Date, the Company will transfer pay to the Reinsurer an initial coinsurance premium with respect that relates to the Reinsured Policies consisting of cash, cash equivalents (1) assets that are listed and the assets that have Fair Market Values (exclusive of accrued interest) set forth on Annex A (with such additions or substitutions as may be determined by the Reinsurer) A-1 (the “Transferred Reinsurance Assets”) with an aggregate Value determined three Business Days prior ), equal to the Effective Date equal to Reinsurer’s Share of the following amount: (1A) Reinsurer’s Share of (x) the Statutory Reserves held by the Company with respect to the Reinsured Policies as of Policies, minus (y) the Effective TimeUnavailable Asset Amount, plus (2B) the Reinsurer’s Share amount of the any new Interest Maintenance Reserve attributable to that is created at the Transferred AssetsEffective Time as a direct result of the transactions contemplated by this Agreement divided by 65%, minus (3C) the Reinsurer’s Share of the amount of outstanding policy loans on the Reinsured Policies (to the extent such policy loans constitute admitted assets under SAP, net of any unearned policy loan interest on such loans but including amounts of interest due and accrued with respect thereto), minus (4D) the Reinsurer’s Share of net due and deferred Premiums on the Reinsured Policies, plus (2) cash equal to (A) the Interest Maintenance Reserve attributable to the Reinsured Liabilities divided by 65%, plus (B) the other liabilities set forth on the Life Reference Balance Sheet, minus (C) the Additional Life Reference Balance Sheet Assets, plus (D) the Market Value of the Unavailable Assets, minus (E) the amount of accrued interest on the Reinsurance Assets, multiplied by the ratio of the aggregate Fair Market Value of the Reinsurance Assets, divided by the aggregate Statutory Book Value of the Reinsurance Assets, in the case of each case of clauses (1)(A), (1)(C), (1)(D), (2)(A) and 2(D) determined in accordance with SAP, consistently applied applied, as of the Effective Time (such amount, the “Initial Coinsurance Premium”); provided that. For the avoidance of doubt, notwithstanding anything to the contrary in this Agreement, solely for purposes of calculating the Initial Coinsurance Premium, the term “Reinsured Policies” shall not include the portion of the Policies policies from which Net Retained Liabilities Liabilities, if any, arise. In addition, the Company hereby sells, assigns, transfers and delivers to the Reinsurer as reinsurance premium, The Reinsurance Assets set forth in clause (1) will consist of assets having an aggregate Statutory Book Value on the Effective Date effective Company’s books and records as of the Effective Time, all of Company’s right, title and interest Time equal to the amount set forth in clause (w1) under the Reinsured Policies to receive principal and interest paid on policy loans, (x) in the Premiums, (y) in agent debit balances as of the Effective Date with respect to Initial Coinsurance Premium without taking into account the Reinsured Policies and the Net Retained Liabilities and amounts set forth in sub clause (z1)(B) in the real property listed on Schedule 1.3(a)(i) hereto, free and clear of any liens or other encumbrances. To the extent the foregoing sentence is ineffective to transfer the type of asset described, the Company agrees to execute and record all additional instruments, bills of sale, deeds and other documents necessary to transfer such asset as soon practicable after the Effective Datethereof.
(ii) The amount of the Initial Coinsurance Premium paid on the Effective Date shall be determined on an estimated basis (the “Estimated Initial Coinsurance Premium”) as follows:
: (1x) with respect to each of the items set forth in clauses (11)(A), (31)(C) and (41)(D) and (2)(A)-(C) and (2)(E) of the definition of “Initial Coinsurance Premium,” the portion of the Estimated Initial Coinsurance Premium attributable to such item items shall be equal to the amount for such item respective amounts set forth on the Estimated Life Reference Balance Sheet delivered to the Reinsurer pursuant to the Stock Purchase Agreement Sheet; and (2y) with respect to the item set forth in clause clauses (21)(B) and (2)(D) of the definition of “Initial Coinsurance Premium”, ” the portion of the Estimated Initial Coinsurance Premium attributable to such item shall be determined by the Reinsurer Company in good faith and in a manner consistent with the principles governing the preparation of the Life Reference Balance Sheet on an estimated basis as of the date that is three (3) Business Days prior to the Effective Date.
(iii) On the Effective Date, the Reinsurer Company shall deliver to the Company Reinsurer a statement setting forth (1A) the amount of the Estimated Initial Coinsurance Premium and (2) the final list of Transferred Assets, in each casePremium, determined as of the date that is three (3) Business Days prior to the Effective Date, and (B) the final list of Reinsurance Assets on Annex A-1 and the Unavailable Assets on Annex A-2, and will include the Fair Market Value of the Reinsurance Assets and the Unavailable Assets, determined as of the date that is three (3) Business Days prior to the Effective Date.
(iv) Within five No later than fifty (50) Business Days following after the date on which the Purchase Price Adjustment Materials and the determination of the amounts set forth therein become final and binding pursuant to the penultimate sentence of Section 2.6(e) of the Stock Purchase Agreement (the “True-Up Effective Date”), the Reinsurer Company shall deliver to the Company Reinsurer a statement (the “Initial Coinsurance Premium Reconciliation Statement”) prepared in good faith by the Reinsurer setting forth Company, in the actual amount of same form as, and using the Initial Coinsurance Premium minus the Net Retained Liabilities Initial Coinsurance Premium Adjustment as of the True-Up Date (the “Actual Initial Coinsurance Premium”)same principles that govern, the calculation of each of items (1) through (4) of the definition of “Initial Coinsurance Premium” and the Value of the Transferred Assets Life Reference Balance Sheet, setting forth, as of the Effective Date; provided that if the True-Up Date has not occurred on or prior to the date that is seventy-five days following the Effective Date, (x1) the Reinsurer shall deliver to the Company a statement setting forth the Reinsurer’s good faith estimate calculation of the Net Retained Liabilities Initial Coinsurance Premium Adjustment as of such date that is seventy-five days following the Effective Date and the Reinsurer shall pay the Company an amount of cash equal to the amount set forth in such statement within four Business Days of delivery of such statement and (y) for purposes of preparing the Initial Coinsurance Premium Reconciliation Statement and calculating the Actual Initial Coinsurance Premium and the Initial Coinsurance Premium Adjustment, the Net Retained Liabilities Initial Coinsurance Premium Adjustment shall be reduced by the amount of cash, if any, received by the Company from the Reinsurer pursuant to clause (x) of this Section 1.3(a)(iv). With respect to each of the items set forth in clauses (1), (31)(A)-(D) and (42)(A)-(E) of the definition of the “Initial Coinsurance Premium,” (such amount, the portion of the “Actual Initial Coinsurance Premium attributable to such item shall be equal to the amount for such item set forth on the Final Balance Sheet. With respect to the item set forth in clause Premium”) and (2) the Fair Market Value of the definition of “Initial Coinsurance Premium,” the portion of the Actual Initial Coinsurance Premium attributable to such item shall be the actual Interest Maintenance Reserves attributable to the Transferred Reinsurance Assets as of the Effective Date. The “Initial Coinsurance Premium Adjustment” shall be equal to the following amount (whether positive or negative): (1A) the difference (whether positive or negative) between the Actual Initial Coinsurance Premium minus the Estimated Initial Coinsurance Premium, minus (2B) the difference (whether positive or negative) between the Fair Market Value of the Transferred Reinsurance Assets on the Effective Date minus the Fair Market Value of the Reinsurance Assets determined in connection with the calculation of the Estimated Initial Coinsurance Premium pursuant to Section 1.3(a)(i) minus the Value of the Transferred Assets on the Effective Date, minus (3) the Net Retained Liabilities Earned Interest2.3(a)(i). If the Initial Coinsurance Premium Adjustment is positive, then the Company shall pay to the Reinsurer an amount of cash equal to the Initial Coinsurance Premium Adjustment within five (5) Business Days after the Initial Coinsurance Premium Adjustment is finalized pursuant to Section 10.210.1, together with an amount of interest on the portion of the Initial Coinsurance Premium Adjustment not attributable to the Net Retained Liabilities Initial Coinsurance Premium Adjustment at the Applicable Rate (as such term is defined in the Stock Purchase Agreement) Rate, calculated on the basis of a 360-day year for the actual number of days elapsed, accrued from the Effective Date until, but not including, the date of payment. If the Initial Coinsurance Premium Adjustment is negative, then the Reinsurer shall pay to the Company an amount in of cash equal to the absolute value of the Initial Coinsurance Premium Adjustment within five (5) Business Days after the Initial Coinsurance Premium Adjustment is finalized pursuant to Section 10.210.1, together with an amount of interest on the portion of the Initial Coinsurance Premium Adjustment not attributable to the Net Retained Liabilities Initial Coinsurance Premium Adjustment at the Applicable Rate (as such term is defined in the Stock Purchase Agreement) Rate, calculated on the basis of a 360-day year for the actual number of days elapsed, accrued from the Effective Date until, but not including, the date of payment.
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