Policyholder Credits Sample Clauses

Policyholder Credits. (a) In accordance with and pursuant to the Plan of Conversion, PRA hereby agrees to cause Medmarc to declare dividends and distribute such declared dividends as premium credits to its Eligible Members in amounts credited to such Eligible Members in accordance with the Plan of Conversion and adjusted pursuant thereto (collectively, the “Policyholder Renewal Credits”). (b) The Policyholder Renewal Credits shall be allocated among the Eligible Members entitled thereto in accordance with the Plan of Conversion. The Policyholder Renewal Credits shall be payable as a credit against premium payments on Medmarc insurance policies that are renewed during the applicable period by Eligible Members in accordance with the Plan of Conversion. If an Eligible Member fails to renew its Medmarc insurance policy during the applicable twelve (12) month period as required by the Plan of Conversion, such Eligible Member shall not be entitled to be paid the Policyholder Renewal Credit for such twelve (12) month period. (c) PRA shall (i) pay to Medmarc, via wire transfer of immediately available funds, a portion of the Purchase Price in the amount of $7,500,000 to fund the crediting of the Policyholder Renewal Credits to Eligible Members pursuant to the Plan of Conversion and Section 2.7(a) hereof and (ii) cause Medmarc to deposit such amount in a segregated account established by Medmarc on or before the Closing Date to be held in trust by Medmarc, separate and apart from any other assets of Medmarc, for the sole purpose of funding the payment of the Policyholder Renewal Credits as required by the Plan of Conversion and Section 2.7(a) (the “Credit Account”). (d) It is the intent of the parties hereto that all amounts held in trust in the Credit Account will qualify as admitted assets of Medmarc. Any interest earned on amounts held in trust in the Credit Account shall be transferred to the general account of Medmarc. No interest shall be accrued or payable to the Eligible Members on the Policyholder Renewal Credits. (e) It is the specific intent of the parties hereto that each Eligible Member is and will be a third party beneficiary of this Agreement for the purposes of enforcing its rights to receive the Policyholder Renewal Credits in the amounts credited to such Eligible Member, as adjusted, in accordance with the Plan of Conversion.
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