Common use of Internal Control Support Clause in Contracts

Internal Control Support. (i) On an annual basis, prior to the end of each calendar year commencing after the Amendment Date, the Ceding Company shall use commercially reasonable efforts to support an assessment of internal controls related to the Settlement Statements and certain related actuarial data provided by the Ceding Company pursuant to the following sections of Exhibit A: A.2, A.4(f), A.6 and A.10. (ii) The Reinsurer shall provide the Ceding Company with reasonably supportable scoping details for each annual internal control assessment no later than July 1 of each year for the Ceding Company’s review and approval, which approval shall not be unreasonably withheld, conditioned or delayed; provided that any requirements the Reinsurer has for purposes of completing its own required annual control assessment shall be covered; and, provided, further, that the Reinsurer shall provide the Ceding Company with such scoping details for the first calendar year commencing after the Amendment Date no later than 30 calendar days after the Amendment Date. Within 45 days of receiving the annual scoping details, the Ceding Company shall provide to the Reinsurer for its review and approval, which approval shall not be unreasonably withheld, conditioned or delayed, an estimate of the costs for the internal control support and assessment based on the scoping details submitted by the Reinsurer. (iii) The internal control assessment may include agreed upon procedures or selective control testing requested by the Reinsurer and approved by the Ceding Company, such approval not to be unreasonably withheld, conditioned or delayed. The requirement to support this internal control assessment may be waived upon mutual agreement by the Parties. (iv) The Parties recognize that the work required to support these internal control assessments results from the size and materiality of the Ceding Company’s business reinsured under this Agreement relative to the size and materiality of such business to Reinsurer’s overall business and, as such, the Reinsurer will be responsible for any third party costs incurred by the Ceding Company in such efforts, as well as any incremental direct internal costs incurred by the Ceding Company to support such efforts, including the cost of the Ceding Company employees assisting in the process. (v) Promptly upon completion of the internal control assessment, the Ceding Company shall, at its own cost and expense, take commercially reasonable steps to remediate, to the Reinsurer’s reasonable satisfaction, any material deficiencies identified as a result of the internal control assessment. The Parties agree to periodically review the need for such assessment. Any agreed upon internal control assessment shall, to the extent required, be performed by a nationally registered auditing firm that routinely provides such assessments to companies of similar size and complexity as the Ceding Company.

Internal Control Support. (i) On an annual basis, prior to the end of each calendar year commencing after the Amendment Date, the Ceding Company shall use commercially reasonable efforts to support an assessment of internal controls related to the Settlement Statements and certain related actuarial data provided by the Ceding Company pursuant to the following sections of Exhibit A: A.2A.2 , A.4(f)) , A.6 and A.10. (ii) The Reinsurer shall provide the Ceding Company with reasonably supportable scoping details for each annual internal control assessment no later than July 1 of each year for the Ceding Company’s review and approval, which approval shall not be unreasonably withheld, conditioned or delayed; provided that any requirements the Reinsurer has for purposes of completing its own required annual control assessment shall be covered; and, provided, further, that the Reinsurer shall provide the Ceding Company with such scoping details for the first calendar year commencing after the Amendment Date no later than 30 calendar days after the Amendment Date. Within 45 days of receiving the annual scoping details, the Ceding Company shall provide to the Reinsurer for its review and approval, which approval shall not be unreasonably withheld, conditioned or delayed, an estimate of the costs for the internal control support and assessment based on the scoping details submitted by the Reinsurer. (iii) The internal control assessment may include agreed upon procedures or selective control testing requested by the Reinsurer and approved by the Ceding Company, such approval not to be unreasonably withheld, conditioned or delayed. The requirement to support this internal control assessment may be waived upon mutual agreement by the Parties. (iv) The Parties recognize that the work required to support these internal control assessments results from the size and materiality of the Ceding Company’s business reinsured under this Agreement relative to the size and materiality of such business to Reinsurer’s overall business and, as such, the Reinsurer will be responsible for any third party costs incurred by the Ceding Company in such efforts, as well as any incremental direct internal costs incurred by the Ceding Company to support such efforts, including the cost of the Ceding Company employees assisting in the process. (v) Promptly upon completion of the internal control assessment, the Ceding Company shall, at its own cost and expense, take commercially reasonable steps to remediate, to the Reinsurer’s reasonable satisfaction, any material deficiencies identified as a result of the internal control assessment. The Parties agree to periodically review the need for such assessment. Any agreed upon internal control assessment shall, to the extent required, be performed by a nationally registered auditing firm that routinely provides such assessments to companies of similar size and complexity as the Ceding Company.