Common use of Post-Closing Settlement Clause in Contracts

Post-Closing Settlement. No later than sixty (60) days after the Third Amendment Closing Date, the Ceding Company shall deliver to the Reinsurer a settlement notice (the “Post-Closing Settlement Notice”), which sets forth the Ceding Company’s good faith estimate of the actual Third Amendment Closing Settlement Amount as determined in good faith by the Ceding Company as of the Third Amendment Effective Date based on the balances determined from the Ceding Company’s books and records and in accordance with statutory accounting principles prescribed generally by the State of Maryland consistently applied (the “Actual Third Amendment Closing Settlement Amount”). The Post-Closing Settlement Notice shall become final, binding and conclusive upon the Reinsurer and the Ceding Company on the sixtieth (60th) day following the Reinsurer’s receipt of the Post-Closing Settlement Notice, unless prior to such sixtieth (60th) day the Reinsurer delivers to the Ceding Company a written notice (a “Dispute Notice”) stating that the Reinsurer believes the Post-Closing Settlement Notice is incorrect and specifying in reasonable detail the basis for such assertion (each item addressed in such Dispute Notice, a “Disputed Item”), the amount in dispute for each Disputed Item and the reasons supporting the Reinsurer’s positions. For the avoidance of doubt, the Reinsurer shall be afforded the access rights provided under Section 11.5 of the Reinsurance Agreement in connection with its review of the Post-Closing Settlement Notice pursuant to this Section 4(b). If the Reinsurer delivers a Dispute Notice, then the Ceding Company and the Reinsurer shall seek in good faith to resolve the Disputed Items during the thirty (30)-day period beginning on the date the Ceding Company receives the Dispute Notice. If Ceding Company and the Reinsurer reach agreement with respect to any Disputed Items, the Ceding Company shall revise the Post-Closing Settlement Notice to reflect such agreement. In the event the Ceding Company and the Reinsurer cannot resolve any Disputed Item, the Ceding Company and the Reinsurer shall resolve any such disagreement in accordance with Article 17 (Arbitration) of the Reinsurance Agreement. Within five (5) business days after the Post-Closing Settlement Notice becomes final pursuant to the provisions of this Section 4, if (i) the final Actual Third Amendment Closing Settlement Amount exceeds the Estimated Settlement Payment determined pursuant to Section 4(a) hereof, the Ceding Company shall pay to the Reinsurer an amount equal to such excess, and (ii) if the final Actual Third Amendment Closing Settlement Amount is less than the Estimated Settlement Payment determined pursuant to Section 4(a) hereof, the Reinsurer shall pay to the Ceding Company an amount equal to the shortfall.

Post-Closing Settlement. No later than sixty forty five (6045) days after the Third Second Amendment Closing Date, the Ceding Company shall deliver to the Reinsurer a settlement notice (the “Post-Closing Settlement Notice”), which sets forth the Ceding Company’s good faith estimate of (i) the actual Third Second Amendment Closing Settlement Amount as determined in good faith by the Ceding Company as of the Third Second Amendment Effective Date based on the balances determined from the Ceding Company’s books and records and in accordance with statutory accounting principles prescribed generally by the State of Maryland consistently applied applied; provided that such calculation shall not be reduced by the amount of the Second Amendment Ceding Allowance (the “Actual Third Second Amendment Closing Settlement Amount”) and (ii) the Second Amendment Ceding Allowance as adjusted in accordance with provisions of Annex E (the “Adjusted Ceding Allowance”). The Post-Closing Settlement Notice shall become final, binding and conclusive upon the Reinsurer and the Ceding Company on the sixtieth (60th) day following the Reinsurer’s receipt of the Post-Closing Settlement Notice, unless prior to such sixtieth (60th) day the Reinsurer delivers to the Ceding Company a written notice (a “Dispute Notice”) stating that the Reinsurer believes the Post-Closing Settlement Notice is incorrect and specifying in reasonable detail the basis for such assertion (each item addressed in such Dispute Notice, a “Disputed Item”), the amount in dispute for each Disputed Item and the reasons supporting the Reinsurer’s positions. For the avoidance of doubt, the Reinsurer shall be afforded the access rights provided under Section 11.5 of the Reinsurance Agreement in connection with its review of the Post-Closing Settlement Notice pursuant to this Section 4(b3(b). If the Reinsurer delivers a Dispute Notice, then the Ceding Company and the Reinsurer shall seek in good faith to resolve the Disputed Items during the thirty (30)-day period beginning on the date the Ceding Company receives the Dispute Notice. If Ceding Company and the Reinsurer reach agreement with respect to any Disputed Items, the Ceding Company shall revise the Post-Closing Settlement Notice to reflect such agreement. In the event the Ceding Company and the Reinsurer cannot resolve any Disputed Item, the Ceding Company and the Reinsurer shall resolve any such disagreement in accordance with Article 17 (Arbitration) of the Reinsurance Agreement. Within five (5) business days after the Post-Closing Settlement Notice becomes final pursuant to the provisions of this Section 4, if 3 (i) If (A) the final Actual Third Second Amendment Closing Settlement Amount less $139,600,000 exceeds (B) the Estimated Settlement Payment determined pursuant to Section 4(a) hereofPayment, the Ceding Company shall pay to the Reinsurer an amount equal to such excess, and if (iiA) if the final Actual Third Second Amendment Closing Settlement Amount less $139,600,000 is less than (B) the Estimated Settlement Payment determined pursuant to Section 4(a) hereofPayment, the Reinsurer shall pay to the Ceding Company an amount equal to the shortfall.; and

Post-Closing Settlement. No Not later than sixty ninety (6090) days after the Third Amendment Closing Date, the Ceding Company Buyer shall prepare and deliver to the Reinsurer Securityholder Representative a settlement notice statement (the “Post-Closing Settlement NoticeStatement”), which sets ) setting forth the Ceding CompanyBuyer’s good faith estimate calculations of (i) the Net Working Capital Amount of the actual Third Amendment Closing Settlement Amount as determined in good faith by the Ceding Company as of the Third Amendment Determination Time (the “Closing Net Working Capital Amount”), (ii) the Indebtedness of the Company outstanding as of the Effective Date Time (the “Closing Indebtedness”), (iii) the Cash and Cash Equivalents as of the Determination Time (the “Closing Cash”), (iv) the Company Transaction Expenses as of the Effective Time (the “Closing Transaction Expenses”) and (v) the calculation of the Purchase Price Adjustment based on such amounts. In calculating any items on the balances determined Closing Statement (other than the Closing Transaction Expenses), such calculations shall not take into account (x) the effect of the consummation of the transactions contemplated by this Agreement or the financing thereof, (y) any purchase price accounting or other similar adjustment resulting from the Ceding Company’s books and records and consummation of the transactions contemplated by this Agreement or (z) any of the plans, transactions, or changes that Buyer (or the Company or the Business) does or intends to initiate or make or cause to be initiated or made at or after the consummation of the Closing with respect to the Business. Solely with respect to the calculation of the Closing Net Working Capital Amount, in the event of any conflict among Schedule 1.12, GAAP or the Accounting Principles, the following shall control: (1) first, Schedule 1.12 (provided that the components thereof shall in all cases be calculated in accordance with statutory accounting principles prescribed generally by GAAP as applied in accordance with the State of Maryland consistently Accounting Principles) and (2) second, GAAP as applied in accordance with the Accounting Principles (to the “Actual Third Amendment Closing Settlement Amount”extent the Accounting Principles are in accordance with GAAP). The Post-Buyer agrees that the purpose of preparing the Closing Settlement Notice Statement and determining the Closing Net Working Capital Amount, the Closing Indebtedness, the Closing Cash and the Closing Transaction Expenses is to measure any deviation in the calculations of the Closing Net Working Capital Amount, the Closing Indebtedness, the Closing Cash and the Closing Transaction Expenses, as compared to the Estimated Closing Net Working Capital Amount, the Estimated Closing Indebtedness, the Estimated Closing Cash and the Estimated Closing Transaction Expenses, respectively. Such calculations are not intended to, and shall become finalnot (i) introduce different components, binding judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of preparing the Closing Statement or determining the Closing Net Working Capital Amount, the Closing Indebtedness, the Closing Cash and conclusive the Closing Transaction Expenses, from the judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies used in preparing the Estimated Closing Statement or determining the Estimated Closing Net Working Capital Amount, the Estimated Closing Indebtedness, the Estimated Closing Cash and the Estimated Closing Transaction Expenses or (ii) take into account any event, condition or development first occurring after Closing with respect to any such calculation, component, judgment, accounting method, policy, principle, practice, procedure, classification or estimation methodology. Following Buyer’s delivery of the Closing Statement and upon the Reinsurer and written request of the Ceding Company on Securityholder Representative during the sixtieth thirty (60th30) day review period referenced in the immediately following sentence, Buyer shall, and shall cause the Reinsurer’s Company to, provide the Securityholder Representative and its representatives with reasonable access to the books, records (including work papers, schedules, memoranda and other documents) and supporting data prepared or generated in connection with the preparation of the Closing Statement. The Securityholder Representative shall have thirty (30) days after receipt of the Post-Closing Settlement Notice, unless prior Statement to such sixtieth (60th) day the Reinsurer delivers to the Ceding Company a written notice (a “Dispute Notice”) stating notify Buyer in writing that the Reinsurer believes Securityholder Representative (x) agrees with the Post-Closing Settlement Notice is incorrect Statement and specifying considers the Closing Statement as delivered by Buyer to be final, or (y) disputes any calculation in the Closing Statement (including a reasonable detail description of the nature and basis for of each such assertion (each item addressed in such Dispute Notice, a “Disputed Item”dispute), the amount in dispute for each Disputed Item and the reasons supporting the Reinsurer’s positions. For the avoidance of doubtand, if no such notice is given within such time period, the Reinsurer Closing Statement shall conclusively be afforded the access rights provided under Section 11.5 of the Reinsurance Agreement in connection with its review of the Post-Closing Settlement Notice pursuant to this Section 4(b)deemed final. If the Reinsurer Securityholder Representative disputes any of the calculations in the Closing Statement and delivers a Dispute Noticewritten notice of such disputed calculations to Buyer within the thirty (30) day period referenced in the immediately preceding sentence, then the Ceding Company Buyer and the Reinsurer shall seek Securityholder Representative may negotiate in good faith to resolve the Disputed Items during the thirty (30)-day period beginning on the date the Ceding Company receives the Dispute Notice. If Ceding Company reconcile such disputes and the Reinsurer reach agreement with respect to any Disputed Items, the Ceding Company shall revise the Post-on a final Closing Settlement Notice to reflect such agreementStatement. In the event the Ceding Company Buyer and the Reinsurer cannot Securityholder Representative are unable to reach an agreement on a final Closing Statement within thirty (30) days following the Securityholder Representative’s delivery of the dispute notice, then either Buyer or the Securityholder Representative may submit in writing the remaining issues in dispute to the Independent Accountant (with a copy to the Securityholder Representative or Buyer, respectively), and the Independent Accountant shall resolve such dispute within thirty (30) days following its selection. Buyer and the Securityholder Representative shall cooperate with the Independent Accountant, including providing the Independent Accountant with work papers and back-up materials used in preparation and review of their respective calculations of the Closing Statement. No Party shall be permitted to communicate with the Independent Accountant other than as expressly set forth herein, and no ex parte communication with the Independent Accountant shall be permitted in any Disputed Itemevent. The Independent Accountant shall only have authority to make determinations in respect of those specific items for which an objection has been raised in the dispute notice, and all determinations shall be based solely on the written presentations of Buyer, the Ceding Company Securityholder Representative and their respective representatives, and not by independent review. In resolving any disputed item, the Reinsurer Independent Accountant, acting as expert and not as arbitrator: (x) shall resolve any such disagreement in accordance with Article 17 (Arbitration) of the Reinsurance Agreement. Within five (5) business days after the Post-Closing Settlement Notice becomes final pursuant to be bound by the provisions of this Section 41.12(b) and the applicable definitions set forth herein (which, if (i) solely with respect to the final Actual Third Amendment Closing Settlement Amount exceeds calculation of the Estimated Settlement Payment determined pursuant to Section 4(aClosing Net Working Capital Amount and the Closing Net Working Capital Amount, shall be calculated in the following order of priority: (1) hereoffirst, Schedule 1.12 (provided that the Ceding Company components thereof shall pay in all cases be calculated in accordance with GAAP as applied in accordance with the Accounting Principles) and (2) second, GAAP as applied in accordance with the Accounting Principles (to the Reinsurer an amount equal to such excessextent the Accounting Principles are in accordance with GAAP)), and (iiy) if shall not assign a value to any item greater than the final Actual Third Amendment Closing Settlement Amount is greatest value for such item claimed by either Party or less than the Estimated Settlement Payment determined pursuant smallest value for such item claimed by either Party. The determination of the Closing Statement by the Independent Accountant shall be final and binding upon the Parties, absent manifest error or fraud. The fees, expenses and costs of the Independent Accountant shall be allocated between the Parties based upon the percentage which the portion of the contested amount not awarded to Section 4(a) hereof, the Reinsurer shall pay each Party bears to the Ceding Company an amount equal to the shortfalltotal contested amount.

Post-Closing Settlement. No later than sixty forty five (6045) days after the Third Second Amendment Closing Date, the Ceding Company shall deliver to the Reinsurer a settlement notice (the “Post-Closing Settlement Notice”), which sets forth the Ceding Company’s good faith estimate of (i) the actual Third Second Amendment Closing Settlement Amount as determined in good faith by the Ceding Company as of the Third Second Amendment Effective Date based on the balances determined from the Ceding Company’s books and records and in accordance with statutory accounting principles prescribed generally by the State of Maryland consistently applied applied; provided that such calculation shall not be reduced by the amount of the Second Amendment Ceding Allowance (the “Actual Third Second Amendment Closing Settlement Amount”) and (ii) the Second Amendment Ceding Allowance as adjusted in accordance with provisions of Annex E (the “Adjusted Ceding Allowance”). The Post-Closing Settlement Notice shall become final, binding and conclusive upon the Reinsurer and the Ceding Company on the sixtieth (60th) day following the Reinsurer’s receipt of the Post-Closing Settlement Notice, unless prior to such sixtieth (60th) day the Reinsurer delivers to the Ceding Company a written notice (a “Dispute Notice”) stating that the Reinsurer believes the Post-Closing Settlement Notice is incorrect and specifying in reasonable detail the basis for such assertion (each item addressed in such Dispute Notice, a “Disputed Item”), the amount in dispute for each Disputed Item and the reasons supporting the Reinsurer’s positions. For the avoidance of doubt, the Reinsurer shall be afforded the access rights provided under Section 11.5 of the Reinsurance Agreement in connection with its review of the Post-Closing Settlement Notice pursuant to this Section 4(b3(b). If the Reinsurer delivers a Dispute Notice, then the Ceding Company and the Reinsurer shall seek in good faith to resolve the Disputed Items during the thirty (30)-day period beginning on the date the Ceding Company receives the Dispute Notice. If Ceding Company and the Reinsurer reach agreement with respect to any Disputed Items, the Ceding Company shall revise the Post-Closing Settlement Notice to reflect such agreement. In the event the Ceding Company and the Reinsurer cannot resolve any Disputed Item, the Ceding Company and the Reinsurer shall resolve any such disagreement in accordance with Article 17 (Arbitration) of the Reinsurance Agreement. THE USE OF THE FOLLOWING NOTATION IN THIS EXHIBIT INDICATES THAT THE CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION: [***] Within five (5) business days after the Post-Closing Settlement Notice becomes final pursuant to the provisions of this Section 4, if 3 (i) If (A) the final Actual Third Second Amendment Closing Settlement Amount less $[***] exceeds (B) the Estimated Settlement Payment determined pursuant to Section 4(a) hereofPayment, the Ceding Company shall pay to the Reinsurer an amount equal to such excess, and if (iiA) if the final Actual Third Second Amendment Closing Settlement Amount less $[***] is less than (B) the Estimated Settlement Payment determined pursuant to Section 4(a) hereofPayment, the Reinsurer shall pay to the Ceding Company an amount equal to the shortfall.; and