Common use of Net Settlements Clause in Contracts

Net Settlements. (a) For each Monthly Accounting Period, the Parties will effect a settlement on a net basis (the “Net Settlement”) as contemplated in Annex B hereto. (b) A report reflecting in detail the Net Settlement determinations contemplated in Annex B shall be prepared not later than thirty (30) calendar days after the end of each Monthly Accounting Period. For as long as required under the Transition Services Agreement, the Company shall prepare and deliver such report to the Reinsurer. After such time, the Reinsurer shall prepare and deliver such report to the Company. If a Net Settlement report reflects a balance due the Company, the amount(s) shown as due shall be paid within ten (10) Business Days of the delivery of the report. If a Net Settlement report reflects a balance due the Reinsurer, the amount(s) shown as due shall be paid within ten (10) Business Days after the date on which the report was delivered. If there is a delayed settlement of any payment due hereunder, interest will accrue on such payment at the Applicable Rate. For purposes of this section, a payment will be considered overdue on the date which is ten (10) Business Days after the date such payment is due hereunder; provided that such interest will begin to accrue from the original due date with respect to such payment. All settlements of account between the Company and the Reinsurer shall be made in cash or its equivalent. (c) To the extent that the Reinsurer makes any direct payments to or on behalf of the Company in respect of Reinsured Liabilities or other amounts payable to the Company pursuant to the Net Settlement in respect of a Monthly Accounting Period prior to the Net Settlement process, whether in its capacity as the Administrator or otherwise, the amount of any such payments shall be taken into account for purposes of determining the Net Settlement. In addition, to the extent the Reinsurer receives any Premiums or other amounts payable to the Reinsurer pursuant to the Net Settlement in respect of a Monthly Accounting Period prior to the Net Settlement process, whether in its capacity as the Administrator or otherwise, the amount of any such Premiums received shall be taken into account for purposes of determining the Net Settlement. (d) In connection with any settlement under this Agreement, the Reinsurer shall not be obligated to pay any Excluded Reinsured Liability. (e) Notwithstanding any default by Ameritas in the performance of its monetary obligations under the Ameritas Coinsurance Agreement that is being disputed by Ameritas or the Reinsurer, the Reinsurer shall pay all amounts due to the Company hereunder unless such obligation is also disputed by the Reinsurer in good faith hereunder; provided, that the Reinsurer may not dispute such monetary obligation hereunder solely based on Ameritas’ dispute with the Reinsurer under the Ameritas Coinsurance Agreement.

Net Settlements. (a) For each Monthly Accounting Period, the Parties will effect a settlement on a net basis (the “Net Settlement”) as contemplated in in, prior to the Amendment Date, Annex B B, and on or after the Amendment Date, Annex I, hereto. (b) A report reflecting in detail the Net Settlement determinations contemplated in in, prior to the Amendment Date, Annex B B, and on or after the Amendment Date, Annex I, shall be prepared not later than thirty (30) calendar days after the end of each Monthly Accounting Period. For as long as required under the Transition Services Agreement, the Company shall prepare and deliver such report to the Reinsurer. After such time, the Reinsurer shall prepare and deliver such report to the Company. If a Net Settlement report reflects a balance due to the Company, the amount(s) shown as due shall be paid within ten (10) Business Days of the delivery of the report. If a Net Settlement report reflects a balance due to the Reinsurer, the amount(s) shown as due shall be paid within ten (10) Business Days after the date on which the report was delivered. If there is a delayed settlement of any payment due hereunder, interest will accrue on such payment at the Applicable Rate. For purposes of this section, a payment will be considered overdue on the date which is ten (10) Business Days after the date such payment is due hereunder; provided that such interest will begin to accrue from the original due date with respect to such payment. All settlements of account between the Company and the Reinsurer shall be made in cash or its equivalent. (c) To the extent that the Reinsurer makes any direct payments to or on behalf of the Company in respect of Reinsured Liabilities or other amounts payable to the Company pursuant to the Net Settlement in respect of a Monthly Accounting Period prior to the Net Settlement process, whether in its capacity as the Administrator or otherwise, the amount of any such payments shall be taken into account for purposes of determining the Net Settlement. In addition, to the extent the Reinsurer receives any Premiums or other amounts payable to the Reinsurer pursuant to the Net Settlement in respect of a Monthly Accounting Period prior to the Net Settlement process, whether in its capacity as the Administrator or otherwise, the amount of any such Premiums received shall be taken into account for purposes of determining the Net Settlement. (d) Prior to the Amendment Date, the Net Settlement report delivered in respect of each Monthly Accounting Period shall include an adjustment to the Funds Withheld Account Balance (each, a “Funds Withheld Account Adjustment”). The Funds Withheld Account Adjustment shall be calculated as an amount equal to (i) minus (ii) minus (iii), where: (i) equals the Funds Withheld Account Amount as of the last day of the Monthly Accounting Period to which the then current Net Settlement report relates; and (ii) equals the Funds Withheld Account Amount at the end of the immediately preceding Monthly Accounting Period, and (iii) equals the Investment Income earned during the period from but excluding the last day of the immediately preceding Monthly Accounting Period to and including the last day of the Monthly Accounting Period to which the then current Net Settlement report relates. (e) If the Funds Withheld Account Adjustment for any Monthly Accounting Period is positive, then the Reinsurer shall remit to the Company an amount equal to the Funds Withheld Account Adjustment in accordance with Section 6.2(b). If the Funds Withheld Account Adjustment for any Monthly Accounting Period is negative, then the Company shall remit to the Reinsurer an amount equal to the absolute value of the Funds Withheld Account Adjustment in accordance with Section 6.2(b). For purposes of calculating the Funds Withheld Account Adjustment for the first Monthly Accounting Period after the Effective Time, clause (iii) of Section 6.2(d) shall include only Investment Income earned since the Effective Time. (f) In connection with any settlement under this Agreement, the Reinsurer shall not be obligated to pay any Excluded Reinsured Liability. (eg) Notwithstanding Prior to the Hedge Termination Date, the Net Settlement report delivered in respect of each Accounting Period shall include an adjustment equal to the Assigned EI Hedge Proceeds Amounts, minus the Assigned EI Hedge Cost Amounts. If the adjustment for any default by Ameritas Accounting Period is positive, then the Company shall remit to the Reinsurer an amount equal to the adjustment in accordance with this Section 6.2(b). If the performance of its monetary obligations under the Ameritas Coinsurance Agreement that adjustment for any Accounting Period is being disputed by Ameritas or the Reinsurernegative, then the Reinsurer shall pay all amounts due remit to the Company hereunder unless such obligation is also disputed by an amount equal to the Reinsurer absolute value of the adjustment in good faith hereunder; provided, that the Reinsurer may not dispute such monetary obligation hereunder solely based on Ameritas’ dispute accordance with the Reinsurer under the Ameritas Coinsurance Agreementthis Section 6.2(b).

Net Settlements. (a) For each Monthly Accounting Period, the Parties will effect a settlement on a net basis (the “Net Settlement”) as contemplated in Annex B hereto. (b) A report reflecting in detail the Net Settlement determinations contemplated in Annex B shall be prepared not later than thirty (30) calendar days after the end of each Monthly Accounting Period. For as long as required under the Transition Services Agreement, the Company shall prepare and deliver such report to the Reinsurer. After such time, the Reinsurer shall prepare and deliver such report to the Company. If a Net Settlement report reflects a balance due the Company, the amount(s) shown as due shall be paid within ten (10) Business Days of the delivery of the report. If a Net Settlement report reflects a balance due the Reinsurer, the amount(s) shown as due shall be paid within ten (10) Business Days after the date on which the report was delivered. If there is a delayed settlement of any payment due hereunder, interest will accrue on such payment at the Applicable Rate. For purposes of this section, a payment will be considered overdue on the date which is ten (10) Business Days after the date such payment is due hereunder; provided that such interest will begin to accrue from the original due date with respect to such payment. All settlements of account between the Company and the Reinsurer shall be made in cash or its equivalent. (c) To the extent that the Reinsurer makes any direct payments to or on behalf of the Company in respect of Reinsured Liabilities or other amounts payable to the Company pursuant to the Net Settlement in respect of a Monthly Accounting Period prior to the Net Settlement process, whether in its capacity as the Administrator or otherwise, the amount of any such payments shall be taken into account for purposes of determining the Net Settlement. In addition, to the extent the Reinsurer receives any Premiums or other amounts payable to the Reinsurer pursuant to the Net Settlement in respect of a Monthly Accounting Period prior to the Net Settlement process, whether in its capacity as the Administrator or otherwise, the amount of any such Premiums received shall be taken into account for purposes of determining the Net Settlement. (d) In connection with any settlement under this Agreement, the Reinsurer shall not be obligated to pay any Excluded Reinsured Liability. (e) Notwithstanding any default by Ameritas in the performance of its monetary obligations under the Ameritas Coinsurance Agreement that is being disputed by Ameritas or the Reinsurer, the Reinsurer shall pay all amounts due to the Company hereunder unless such obligation is also disputed by the Reinsurer in good faith hereunder; provided, that the Reinsurer may not dispute such monetary obligation hereunder solely based on Ameritas’ dispute with the Reinsurer under the Ameritas Coinsurance Agreement.

Net Settlements. (a) For each Monthly Accounting PeriodIf a Margin Adjustment Event has occurred with respect to the Operations and Maintenance Agreement, then, concurrently with the delivery of any subsequent Operator Invoice (as defined in the Operations and Maintenance Agreement), on the date such Operator Invoice is delivered, the Parties will effect Company shall issue a settlement Discretionary Capital Call to cause Intel Member to make an Additional Intel Contribution in an amount sufficient to cover the corresponding Invoice Adjustment Amount on a net basis (the “Net Settlement”) as contemplated in Annex B heretoor before payment of such Operator Invoice. (b) A report reflecting If a Margin Adjustment Event has occurred with respect to the Construction Annex, then, concurrently with the delivery of a Wafer Manufacturing Invoice (as defined in detail the Net Settlement determinations contemplated in Annex B shall be prepared not later than thirty (30) calendar days after Construction Annex), on the end of each Monthly Accounting Period. For as long as required under the Transition Services Agreement, date such Wafer Manufacturing Invoice is delivered the Company shall prepare and deliver issue a Discretionary Capital Call to cause Intel Member to make an Additional Intel Contribution in an amount sufficient to cover the corresponding Invoice Adjustment Amount on or before payment of such report to the Reinsurer. After such time, the Reinsurer shall prepare and deliver such report to the Company. If a Net Settlement report reflects a balance due the Company, the amount(s) shown as due shall be paid within ten (10) Business Days of the delivery of the report. If a Net Settlement report reflects a balance due the Reinsurer, the amount(s) shown as due shall be paid within ten (10) Business Days after the date on which the report was delivered. If there is a delayed settlement of any payment due hereunder, interest will accrue on such payment at the Applicable Rate. For purposes of this section, a payment will be considered overdue on the date which is ten (10) Business Days after the date such payment is due hereunder; provided that such interest will begin to accrue from the original due date with respect to such payment. All settlements of account between the Company and the Reinsurer shall be made in cash or its equivalentWafer Manufacturing Invoice. (c) To If any Governmental Authority imposes any amount of Tax, fee, fine, levy, penalty or other governmental charge on the extent that the Reinsurer makes Company or any direct payments of its Subsidiaries (if any) or branches with respect to, relating to or on behalf as a result of a Margin Adjustment Event or an adjustment to the per-Wafer adder set forth in clause (b)(i) of the Company definition of Wafer Price (as defined in respect the Offtake Agreement and the Wafer Fabrication Agreement) (a “Net Settlement Governmental Charge”), Intel Member shall (i) promptly notify Co-Investor Member upon becoming aware of Reinsured Liabilities or other amounts payable the Net Settlement Governmental Charge, and (ii) pay to the Company pursuant to the Net Settlement in respect of a Monthly Accounting Period prior to the Net Settlement process, whether in its capacity as the Administrator or otherwise, an Additional Intel Contribution the amount of any such payments required to ensure that Co-Investor Member shall be taken into account for purposes of determining receive the Net Settlement. In addition, to the extent the Reinsurer receives any Premiums or other amounts payable to the Reinsurer pursuant to the Net Settlement in respect of a Monthly Accounting Period prior to the Net Settlement process, whether in its capacity same amount as the Administrator or otherwise, the amount of any such Premiums it would have received shall be taken into account for purposes of determining the Net Settlement. (d) In connection with any settlement on an “after-tax basis” under this Agreement, the Reinsurer shall not be obligated to pay any Excluded Reinsured Liabilityhad no Net Settlement Governmental Charge been imposed. (e) Notwithstanding any default by Ameritas in the performance of its monetary obligations under the Ameritas Coinsurance Agreement that is being disputed by Ameritas or the Reinsurer, the Reinsurer shall pay all amounts due to the Company hereunder unless such obligation is also disputed by the Reinsurer in good faith hereunder; provided, that the Reinsurer may not dispute such monetary obligation hereunder solely based on Ameritas’ dispute with the Reinsurer under the Ameritas Coinsurance Agreement.

Net Settlements. (a) For each Monthly Accounting Period, the Parties will effect a settlement on a net basis (the “Net Settlement”) as contemplated in Annex B hereto. (b) A report reflecting in detail the Net Settlement determinations contemplated in Annex B shall be prepared not later than thirty (30) calendar days after the end of each Monthly Accounting Period. For as long as required under the Transition Services Agreement, the Company shall prepare and deliver such report to the Reinsurer. After such time, the Reinsurer shall prepare and deliver such report to the Company. If a Net Settlement report reflects a balance due to the Company, the amount(s) shown as due shall be paid within ten (10) Business Days of the delivery of the report. If a Net Settlement report reflects a balance due to the Reinsurer, the amount(s) shown as due shall be paid within ten (10) Business Days after the date on which the report was delivered. If there is a delayed settlement of any payment due hereunder, interest will accrue on such payment at the Applicable Rate. For purposes of this section, a payment will be considered overdue on the date which is ten (10) Business Days after the date such payment is due hereunder; provided that such interest will begin to accrue from the original due date with respect to such payment. All settlements of account between the Company and the Reinsurer shall be made in cash or its equivalent. (c) To the extent that the Reinsurer makes any direct payments to or on behalf of the Company in respect of Reinsured Liabilities or other amounts payable to the Company pursuant to the Net Settlement in respect of a Monthly Accounting Period prior to the Net Settlement process, whether in its capacity as the Administrator or otherwise, the amount of any such payments shall be taken into account for purposes of determining the Net Settlement. In addition, to the extent the Reinsurer receives any Premiums or other amounts payable to the Reinsurer pursuant to the Net Settlement in respect of a Monthly Accounting Period prior to the Net Settlement process, whether in its capacity as the Administrator or otherwise, the amount of any such Premiums received shall be taken into account for purposes of determining the Net Settlement. (d) The Net Settlement report delivered in respect of each Monthly Accounting Period shall include an adjustment to the Funds Withheld Account Balance (each, a “Funds Withheld Account Adjustment”). The Funds Withheld Account Adjustment shall be calculated as an amount equal to (i) minus (ii) minus (iii), where: (i) equals the Funds Withheld Account Amount as of the last day of the Monthly Accounting Period to which the then current Net Settlement report relates; and (ii) equals the Funds Withheld Account Amount at the end of the immediately preceding Monthly Accounting Period, and (iii) equals the Investment Income earned during the period from but excluding the last day of the immediately preceding Monthly Accounting Period to and including the last day of the Monthly Accounting Period to which the then current Net Settlement report relates. (e) If the Funds Withheld Account Adjustment for any Monthly Accounting Period is positive, then the Reinsurer shall remit to the Company an amount equal to the Funds Withheld Account Adjustment in accordance with Section 6.2(b). If the Funds Withheld Account Adjustment for any Monthly Accounting Period is negative, then the Company shall remit to the Reinsurer an amount equal to the absolute value of the Funds Withheld Account Adjustment in accordance with Section 6.2(b). For purposes of calculating the Funds Withheld Account Adjustment for the first Monthly Accounting Period after the Effective Time, clause (iii) of Section 6.2(d) shall include only Investment Income earned since the Effective Time. (f) In connection with any settlement under this Agreement, the Reinsurer shall not be obligated to pay any Excluded Reinsured Liability. (e) Notwithstanding any default by Ameritas in the performance of its monetary obligations under the Ameritas Coinsurance Agreement that is being disputed by Ameritas or the Reinsurer, the Reinsurer shall pay all amounts due to the Company hereunder unless such obligation is also disputed by the Reinsurer in good faith hereunder; provided, that the Reinsurer may not dispute such monetary obligation hereunder solely based on Ameritas’ dispute with the Reinsurer under the Ameritas Coinsurance Agreement.

Net Settlements. (a) For each Monthly Accounting Period, the Parties will effect a settlement on a net basis (the “Net Settlement”) as contemplated in in, prior to the Amendment Date, Annex B B, and on or after the Amendment Date, Annex F, hereto. (b) A report reflecting in detail the Net Settlement determinations contemplated in in, prior to the Amendment Date, Annex B B, and on or after the Amendment Date, Annex F, shall be prepared not later than thirty (30) calendar days after the end of each Monthly Accounting Period. For as long as required under the Transition Services Agreement, the Company shall prepare and deliver such report to the Reinsurer. After such time, the Reinsurer shall prepare and deliver such report to the Company. If a Net Settlement report reflects a balance due to the Company, the amount(s) shown as due shall be paid within ten (10) Business Days of the delivery of the report. If a Net Settlement report reflects a balance due to the Reinsurer, the amount(s) shown as due shall be paid within ten (10) Business Days after the date on which the report was delivered. If there is a delayed settlement of any payment due hereunder, interest will accrue on such payment at the Applicable Rate. For purposes of this section, a payment will be considered overdue on the date which is ten (10) Business Days after the date such payment is due hereunder; provided that such interest will begin to accrue from the original due date with respect to such payment. All settlements of account between the Company and the Reinsurer shall be made in cash or its equivalent. (c) To the extent that the Reinsurer makes any direct payments to or on behalf of the Company in respect of Reinsured Liabilities or other amounts payable to the Company pursuant to the Net Settlement in respect of a Monthly Accounting Period prior to the Net Settlement process, whether in its capacity as the Administrator or otherwise, the amount of any such payments shall be taken into account for purposes of determining the Net Settlement. In addition, to the extent the Reinsurer receives any Premiums or other amounts payable to the Reinsurer pursuant to the Net Settlement in respect of a Monthly Accounting Period prior to the Net Settlement process, whether in its capacity as the Administrator or otherwise, the amount of any such Premiums received shall be taken into account for purposes of determining the Net Settlement. (d) Prior to the Amendment Date, the Net Settlement report delivered in respect of each Monthly Accounting Period shall include an adjustment to the Funds Withheld Account Balance (each, a “Funds Withheld Account Adjustment”). The Funds Withheld Account Adjustment shall be calculated as an amount equal to (i) minus (ii) minus (iii), where: (i) equals the Funds Withheld Account Amount as of the last day of the Monthly Accounting Period to which the then current Net Settlement report relates; and (ii) equals the Funds Withheld Account Amount at the end of the immediately preceding Monthly Accounting Period, and (iii) equals the Investment Income earned during the period from but excluding the last day of the immediately preceding Monthly Accounting Period to and including the last day of the Monthly Accounting Period to which the then current Net Settlement report relates. (e) If the Funds Withheld Account Adjustment for any Monthly Accounting Period is positive, then the Reinsurer shall remit to the Company an amount equal to the Funds Withheld Account Adjustment in accordance with Section 6.2(b). If the Funds Withheld Account Adjustment for any Monthly Accounting Period is negative, then the Company shall remit to the Reinsurer an amount equal to the absolute value of the Funds Withheld Account Adjustment in accordance with Section 6.2(b). For purposes of calculating the Funds Withheld Account Adjustment for the first Monthly Accounting Period after the Effective Time, clause (iii) of Section 6.2(d) shall include only Investment Income earned since the Effective Time. (f) In connection with any settlement under this Agreement, the Reinsurer shall not be obligated to pay any Excluded Reinsured Liability. (eg) Notwithstanding Prior to the Hedge Termination Date, the Net Settlement report delivered in respect of each Accounting Period shall include an adjustment equal to the Assigned EI Hedge Proceeds Amounts, minus the Assigned EI Hedge Cost Amounts. If the adjustment for any default by Ameritas Accounting Period is positive, then the Company shall remit to the Reinsurer an amount equal to the adjustment in accordance with this Section 6.2(b). If the performance of its monetary obligations under the Ameritas Coinsurance Agreement that adjustment for any Accounting Period is being disputed by Ameritas or the Reinsurernegative, then the Reinsurer shall pay all amounts due remit to the Company hereunder unless such obligation is also disputed by an amount equal to the Reinsurer absolute value of the adjustment in good faith hereunder; provided, that the Reinsurer may not dispute such monetary obligation hereunder solely based on Ameritas’ dispute accordance with the Reinsurer under the Ameritas Coinsurance Agreementthis Section 6.2(b).