Commutation Agreement. (i) At the Closing, Purchaser and Seller shall cause FIC and each of the Affiliated Reinsurance Entities to execute and deliver a commutation agreement in substantially the form attached hereto as Exhibit A (the “Commutation Agreement”), which agreement shall provide for the commutation of all liabilities assumed by the Affiliated Reinsurance Entities from FIC in respect of the ARE Reinsured Pre-Closing Contracts (the “Closing Date Legacy Liabilities”).
(ii) In consideration for the commutation of the Closing Date Legacy Liabilities pursuant to the Commutation Agreement at the Closing, the Affiliated Reinsurance Entities shall pay to FIC an aggregate commutation payment in cash equal to the greater of (A) the Estimated Legacy Reserves and (B) the sum of (1) Estimated Affiliated Reinsurance Entity Cash, plus (2) the amount, if any, by which the Estimated FIC Equity is less than $1,500,000 (such aggregate amount payable to FIC pursuant to this Section 2.1(b)(ii), the “Estimated Commutation Payment,” and as adjusted pursuant to Section 2.3, the “Commutation Payment”).
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Commutation Agreement. 29 5.15 Payment of Brokers' or Finders' Fees.............................. 29 5.16 Preparation of Statutory Financial Statements..................... 29 ARTICLE VI CONDITIONS TO CLOSING; ABANDONMENT OF THE TRANSACTION................ 29 6.1 Conditions to the Obligations of Purchaser........................ 29 6.2 Conditions to the Obligations of Parent and Seller................ 33 6.3 Termination of Agreement and Abandonment of Transactions.......... 34
Commutation Agreement. On or prior to the Closing Date, Parent shall, and shall cause the Company to, execute and deliver the Commutation Agreement.
Commutation Agreement. 2.1.2. Within ten (10) business days of the Trustee wiring the Reg. 114 Trust Account Cash Proceeds to MBIA and sending the written statement showing the amount of Reg. 114 Trust Account Cash Proceeds wired to MBIA pursuant to the § 2.1.1 of this Agreement, whichever occurs later, RAM Re shall pay to MBIA in cash the difference between (i) the full amount of the Commutation Consideration set forth in § 2.1 of this Agreement and (ii) the amount of the Reg. 114 Trust Account Cash Proceeds wired pursuant to § 2.1.1, and such additional cash payment shall be sent by wire transfer pursuant to the wiring instructions set forth in Schedule 4.
2.2. The Commutation Consideration shall be net to MBIA and is not subject to any offset on account of any balance due from MBIA or claimed to be due MBIA or otherwise.
3. Mutual Releases
Commutation Agreement. (a) The Commutation Agreement shall have been duly executed and delivered by the parties thereto and such Commutation Agreement shall have been approved or non-disapproved by the Insurance Commissioner of the Commonwealth of Pennsylvania and the Commissioner of Insurance of the State of Delaware.
Commutation Agreement. Seller shall have caused the Company as of the Closing Date to enter into the Commutation Agreement pursuant to which the Company shall transfer all of its Policy Liabilities, other than Policy Liabilities set forth on Schedule 4.18(b), to Seller.
Commutation Agreement. The Company shall, and shall cause its Affiliates to, use their reasonable best efforts to sign the Commutation Agreement promptly following the date hereof and to cause the transactions contemplated thereby to be completed as of the Closing Date. The Company shall keep the Reinsurer reasonably informed regarding the negotiation of the Commutation Agreement. The Commutation Agreement shall contain a full and final release of all claims by [*****] and its Affiliates with respect to the Subject Business the Company reinsured with [*****]. The Company shall indemnify and hold harmless the Reinsurer from any claims by [*****] or its Affiliates arising from or related to the Commutation Agreement or the reinsurance agreements commuted thereby.
Commutation Agreement. All consents, non-objections or approvals required by applicable insurance regulators, including but not limited to the New York Department of Financial Services, in connection with the Commutation Agreement shall have been obtained or made. If the Closing occurs, all conditions set forth in this Section 6.3 that have not been fully satisfied as of the Closing shall be deemed to have been duly waived by the Company.
Commutation Agreement. Substitution of capital support arrangement and duration of the Letter of Credit THIS AGREEMENT is made on 30 December 2005 BETWEEN:
