Common use of Post-Effective Time Accounting Clause in Contracts

Post-Effective Time Accounting. Cash flows arising out of the Policies between the Effective Time and the date hereof shall be calculated in an accounting delivered by the Company not later than the 30th day following the date of this Agreement "Post-Effective Time Accounting''). The Post-Effective Time Accounting shall consist of a Daily Statement with respect to each Business Day, and a Monthly Statement with respect to the end of each calendar month (if any), from the Effective Date to the day immediately preceding the Closing Date. The Post-Effective Time Accounting shall be accompanied by a certification of the chief financial officer of the Company that all items reflected in the Post-Effective Time Accounting were calculated in good faith by the Company for the period from Effective Time to the date hereof, based upon the relevant Books and Records of the Company and calculated consistent with past practices. The Company agrees to supply the Reinsurer with a copy of all computer runs, work papers and supporting data used in preparing the Post Effective Time Accounting. The Reinsurer shall have the right to review such Post-Effective Time Accounting and comment thereon for a period of 10 Business Days after receipt thereof. The Company agrees that the Reinsurer and its accountants may have access to the accounting and actuarial records of the Company relating to its preparation of the Post-Effective Time Accounting for the purpose of conducting its review. Any changes in the Post-Effective Time Accounting that are agreed to by the Reinsurer and the Company within 10 Business Days of the aforementioned delivery of such Post-Effective Time Accounting by the Company shall be incorporated into a final Post­ Effective Time Accounting (the "Final Post-Effective Time Accounting"). In the event that the Reinsurer and the Company are unable to agree on the manner in which any item or items should be treated in the preparation of the Final Post-Effective Time Accounting within such 10 Business Day period, separate written reports of such item or items shall be made in concise form and shall be referred to the Third Party Accountant The Third Party Accountant shall determine within 20 Business Days the manner in which such item or items shall be treated on the Final Post-Effective Time Accounting; provided, however, that the dollar amount of each item in dispute shall be determined between the range of dollar amounts proposed by the Company and the Reinsurer, respectively. The determinations by the Third Party Accountant as to the items in dispute shall be in writing and shall be binding and conclusive on the Company and the Reinsurer and shall be so reflected in the Final Post-Effective Time Accounting. The fees, costs and expenses of retaining the Third Party Accountant shall be allocated by the Third Party Accountant between the Company and the Reinsurer in accordance with the Third Party Accountant's judgment as to the relative merits of the Company's and the Reinsurer's proposals in respect of the disputed items. Such determination shall be binding and conclusive on the Company and the Reinsurer. Following the resolution of all disputed items, the Company shall prepare the Final Post-Effective Time Accounting and shall deliver copies of such statement and calculation to the Reinsurer. If the Final Post-Effective Time Accounting reflects a balance due the Reinsurer, such balance shall be paid by the Company to the Reinsurer in cash simultaneously with the delivery of the Final Post-Effective Time Accounting. If the Final Post-Effective Time Accounting reflects a balance due the Company, such balance shall be paid by the Reinsurer to the Company in cash not later than three (3) Business Days following its receipt of the Final Post-Effective Time Accounting. Payment under the preceding two sentences shall be made with simple interest thereon from, and including, the Effective Date to, but not including, the date of payment computed at an Annual Rate equal to the 180-Day Treasury Rate in effect on the Closing Date.