Method for Ensuring Benefits Sample Clauses

Method for Ensuring Benefits. The Seller will indemnify the Purchaser for the benefit determined under Section 7.1.1 (the "Insolvent Insurer Election Tax Indemnity"); provided, that the Purchaser's right to indemnification will be limited to the funds held in the DAC Tax Indemnity Account, as reduced by any amounts previously distributed from such account in accordance with the terms of this Agreement. The Insolvent Insurer Election Tax Indemnity will be implemented as follows:
Sample 1
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Method for Ensuring Benefits. 65 7.1.8 Calculation of DAC Escrow Amounts 66 7.2 Survival of Representations and Covenants of the Purchaser 67 7.3 Survival of Representations and Covenants of the Seller 67 7.4 Indemnification by the Purchaser 68 7.5 Indemnification by the Seller 68 7.5.1 General Indemnity 68 7.5.2 Tax Treatment of Policies Indemnity 68 7.5.3 Tax Reserves Indemnity 69 7.5.4 Tax Contests 69 7.6 Damages 70 7.6.1 Basket and Threshold 70 7.6.2 Limit on Tax Reserves Indemnity 70 7.6.3 Limit on COI Adjustment Amount Recovery 70 7.6.4 Limit on Policy Enhancements Endorsements Indemnity 71 7.6.5 Intentionally Deleted 71 7.6.6 Excluded Damages 71 7.6.7 Exclusive Remedy 71 7.7 Indemnification Procedure 72 7.7.1 Notice of Claim 72 7.7.2 Third Party Claims 72 7.7.3 Disputes 74 7.7.4 Mitigation 74 7.8 Release of Funds From Escrow 74 7.8.1 DAC Election/Reduction Escrow Amount 74 7.8.2 Outward Reinsurance Escrow Amount 74 105 7.8.3 Tax Reserves Indemnity Escrow Amount 74 7.8.4 Claims Escrow Amount 74 7.8.5 COI Adjustment Escrow Amount 75 7.8.6 Policy Enhancements Endorsements Escrow Amount 75 7.8.7 Notices and Joint Instructions 75 8. DISPUTE RESOLUTION 75 8.1 Governing Law 75 8.2 Arbitration of Disputes 75 8.2.1 Matters in Exclusive Jurisdiction of Court 75 8.2.2 Pre-Arbitration Dispute Resolution 75 8.2.3 Arbitration 76 8.2.4 Confidentiality 77 8.2.5 Interim Relief 77 8.2.6 Enforcement 77 8.3 Consent to Jurisdiction; Waiver of Jury Trial, etc. 77 8.3.1 Consent to Jurisdiction 77 8.3.2 Waiver of Jury Trial 78 8.4 Injunctive Relief 78 8.5 Independent Party 78 9. DEFINITIONS 79 10. GENERAL PROVISIONS 101 10.1 Modification; Waiver 101 10.2 Entire Agreement 101 10.3 Termination By the Parties 101 10.3.1 Events Causing Termination 101 10.3.2 Automatic Termination 102 10.3.3 Effect of Termination 102 10.4 Further Actions 103 10.5 Notices 103 10.6 Assignment 103 10.7 No Third-Party Beneficiaries 103 10.8 Counterparts 104 10.9 Certain Rules of Construction 104 10.9.1 Headings, etc. 104 10.9.2 General Concepts 104 10.9.3 Discretion 104 10.9.4 Interpretation 104 10.10 Knowledge 104 10.11 Severability 105 Exhibits Exhibit A-1 ANLIC Assumption Reinsurance Agreement Exhibit A-2 First SunAmerica Assumption Reinsurance Agreement Exhibit B Indemnity Reinsurance Agreement Exhibit C Administrative Services Agreement Exhibit D Transition Services Agreement Exhibit E Escrow Agreement Exhibit F Bill xx Sale Exhibit G-1 Opinion of Purchaser's General Counsel Exhibit G-2 Opinion of O'Melveny & Myerx XXX Exh...
Sample 1

Related to Method for Ensuring Benefits

  • Compensation/Benefit Programs During the Term of Employment, the Executive shall be entitled to participate in all medical, dental, hospitalization, accidental death and dismemberment, disability, travel and life insurance plans, and any and all other plans as are presently and hereinafter offered by the Company to its executive personnel, including savings, pension, profit-sharing and deferred compensation plans, subject to the general eligibility and participation provisions set forth in such plans.

  • Compensation and Fringe Benefits (a) The Company shall, during the Term of Employment, pay to the Executive as compensation for the performance of his duties and obligations a salary of $240,000 per annum. This compensation is subject to annual review and adjustment, as appropriate in the judgment of the Company. The compensation payable pursuant to this Section 5(a) shall be payable in equal semi-monthly installments on the last day of each such pay period.

  • Health Benefits Provided that Executive elects continued coverage under federal COBRA law, the Company shall pay the premiums of Executive's group health insurance coverage, including coverage for Executive's eligible dependents, for a maximum period of eighteen (18) months following a Covered Termination; provided, however, that the Company shall pay premiums for Executive's eligible dependents only for coverage for which those eligible dependents were enrolled immediately prior to the Covered Termination. No premium payments will be made following the effective date of Executive's coverage by a health insurance plan of a subsequent employer. For the balance of the period that Executive is entitled to coverage under federal COBRA law, Executive shall be entitled to maintain such coverage at Executive's own expense.

  • Award and Insurance Benefits Borrower shall cooperate with Lender in obtaining for Lender the benefits of any Awards or Insurance Proceeds lawfully or equitably payable in connection with the Property, and Lender shall be reimbursed for any expenses incurred in connection therewith (including attorneys’ fees and disbursements, and the payment by Borrower of the expense of an appraisal on behalf of Lender in case of Casualty or Condemnation affecting the Property or any part thereof) out of such Insurance Proceeds.

  • Compensation and General Benefits As compensation for his services under this Agreement, the Executive shall be compensated as follows:

  • Other Compensation and Fringe Benefits In addition to any executive bonus, pension, deferred compensation and long-term incentive plans which Company or an affiliate of Company may from time to time make available to Employee, Employee shall be entitled to the following during the Employment Term:

  • General Benefits During the Term of Employment, the Executive shall be entitled to participate in such employee pension and welfare benefit plans and programs of the Company as are made available to the Company's senior-level executives or to its employees generally, as such plans or programs may be in effect from time to time, including, without limitation, health, medical, dental, long-term disability, travel accident and life insurance plans.

  • Exemption and Compensation 4.1 The Parties acknowledge that in no case shall the WFOE be required to be liable to or compensate (monetary or otherwise) the other Parties or any third party in respect of exercise of the Entrusted Rights hereunder by the individuals designated by it.

  • Vacation and Fringe Benefits During the Employment Period, the Executive shall be entitled to paid vacation and fringe benefits at a level that is commensurate with the paid vacation and fringe benefits available to the Executive immediately prior to the Effective Date, or, if more favorable to the Executive, at the level made available from time to time to the Executive or other similarly situated officers at any time thereafter.

  • Medical Benefits The Company shall reimburse the Employee for the cost of the Employee's group health, vision and dental plan coverage in effect until the end of the Termination Period. The Employee may use this payment, as well as any other payment made under this Section 6, for such continuation coverage or for any other purpose. To the extent the Employee pays the cost of such coverage, and the cost of such coverage is not deductible as a medical expense by the Employee, the Company shall "gross-up" the amount of such reimbursement for all taxes payable by the Employee on the amount of such reimbursement and the amount of such gross-up.

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