Recapture Payments Clause Samples

Recapture Payments. In connection with a recapture pursuant to Section 7.3, the Reinsurer shall prepare a settlement statement within fifteen (15) Business Days after the Recapture Date (the “Terminal Settlement Statement”) setting forth the terminal settlement calculated in accordance with Schedule A (the “Terminal Settlement”), provided, however, that following the termination of the Administrative Services Agreement, the Ceding Company shall prepare and deliver the Terminal Settlement Statement hereunder. The Terminal Settlement Statement will be accompanied by reasonably detailed supporting documentation relating to the amounts and calculations therein. The entity receiving the Terminal Settlement Statement and its representatives shall be permitted to review the preparing entity’s working papers and any working papers of the preparing entity’s independent accountants directly relating to the preparation of the Terminal Settlement Statement, as well as all of the books and records of the preparing entity and other relevant information or documents relating to the Reinsured Contracts with respect to the period up to and including the Recapture Date, and the preparing entity shall make available the individuals in its or its Affiliates’ employ who are responsible for and knowledgeable about the information used in, and the preparation or calculation (as applicable) of, the Terminal Settlement Statement in order to respond to inquiries of the receiving entity; provided, however, that the independent accountants of the preparing entity shall not be obligated to make any working papers available to the receiving entity unless and until the receiving entity has signed a customary confidentiality and hold harmless agreement relating to such access to working papers in form and substance reasonably acceptable to such independent accountants. If the undisputed amount of the Terminal Settlement is positive, then within ten (10) Business Days following the date on which the preparing entity delivers the Terminal Settlement Statement to the receiving entity (i) the Ceding Company shall have the right to withdraw from the Trust Account assets having a Fair Market Value equal to such undisputed amount to the extent not otherwise paid by the Reinsurer in cash prior to such date (or if the assets in the Trust Account are insufficient for such payment, the Ceding Company shall have the right to withdraw from the Trust Account all assets remaining in the Trust Account) and (ii) if the asse...

Recapture Payments. In connection with a recapture pursuant to Section 8.3, the Reinsurer shall prepare a settlement statement within fifteen (15) calendar days of the Recapture Date or the Termination Date, as applicable (the "Terminal Settlement Statement") setting forth the terminal settlement calculated in accordance with Exhibit D for the Terminal Accounting Period (the "Terminal Settlement"). If the amount of the Terminal Settlement for the Terminal Accounting Period is positive, the Ceding Company shall pay such amount to the Reinsurer within five (5) calendar days of its receipt of the Terminal Settlement Statement. If the amount of the Terminal Settlement for the Terminal Accounting Period is negative, the Reinsurer shall pay the absolute value of such amount to the Ceding Company at the time it delivers the Terminal Settlement Statement to the Ceding Company. In addition, following the Recapture Date or the Termination Date, the Trust Account shall be terminated and any remaining amounts or amount held in trust pursuant to Section 4.3 shall be released to the Reinsurer after the full satisfaction of the Terminal Settlement pursuant to the Terminal Settlement Statement. 18 <Page>

Recapture Payments. (a) In connection with a recapture or termination pursuant to Section 8.3, the Reinsurer shall prepare a settlement statement within fifteen (15) calendar days after the Recapture Date (the “Terminal Settlement Statement”) setting forth the terminal settlement calculated in accordance with Schedule 8.4 (the “Terminal Settlement”). The Ceding Company shall provide to the Reinsurer such assistance, information and documents as may be reasonably requested by the Reinsurer in preparing such calculation. If the amount of the Terminal Settlement is positive, the Ceding Company shall pay such amount to the Reinsurer within five

Recapture Payments. On the Recapture Date, the Company shall be entitled to withdraw an amount equal to a portion of the Required Balance attributable to the Covered Insurance Contracts reinsured hereunder from the SLDI Reserve Trust as consideration for assumption by the Company of the Reinsured Liabilities under the recaptured Covered Insurance Contracts. In the event that the fair market value of the assets in the SLDI Reserve Trust exceeds the Required Balance (the "Excess Amount"), and the fair market value of the assets in the SLDI Security Trust Account is less than the amount required by Exhibit A to the SLDI Security Trust Agreement on the Recapture Date (the "Shortfall Amount"), the Company shall also be permitted to withdraw such Excess Amount equal to the pro-rata portion of the Shortfall Amount attributable to the Covered Insurance Contracts reinsured hereunder. In addition, the Company shall be entitled to withdraw a pro-rata portion of the remaining balance in the SLDI Security Trust Account attributable to the Covered Insurance Contracts hereunder less any amounts owed to the Reinsurer under this Agreement as of the Recapture Date.

Recapture Payments. 1007933761v22

Recapture Payments. (a) In connection with a recapture pursuant to Section 12.3(a), on or prior to the Recapture Date, the Ceding Company shall prepare and provide to the Reinsurer a settlement statement setting forth an estimated calculation of the Recapture Terminal Settlement (the “Estimated Recapture Terminal Settlement”). If the amount of the Estimated Recapture Terminal Settlement is positive, then on the Recapture Date (i) the Ceding Company shall withdraw from the Funds Withheld Account cash and Eligible Assets having a Statutory Book Value equal to the Estimated Recapture Terminal Settlement. To the extent the cash and Eligible Assets in the Funds Withheld Account are insufficient to satisfy such amount, the Reinsurer shall pay the amount of such deficiency in cash by wire transfer of immediately available funds to the account designed in writing by the Ceding Company. If the amount of the Estimated Recapture Terminal Settlement is negative, then on the Recapture Date, the Ceding Company shall pay the absolute value of such amount to the Reinsurer in cash by wire transfer of immediately available funds to the account designed in writing by the Reinsurer. Following the payment by the applicable Party of the Estimated Recapture Terminal Settlement, any assets remaining in the Funds Withheld Account shall be transferred to the Reinsurer and the Funds Withheld Account shall be closed. (b) As soon as practicable following the Recapture Date, the Ceding Company shall prepare and provide to the Reinsurer an actual calculation of the Recapture Terminal Settlement, and the Parties shall make any necessary adjustments to reflect any difference between the actual Recapture Terminal Settlement and the Estimated Recapture Terminal Settlement.

Recapture Payments. 31 ARTICLE X.

Recapture Payments. On the Recapture Date, the Company shall be entitled to withdraw the Required Balance from the SLD Reserve Trust as consideration for assumption by the Company of the Reinsured Liabilities under the recaptured Covered Insurance Contracts. In the event that the fair market value of the assets in the SLD Reserve Trust exceeds the Required Balance, the Company shall also be permitted to withdraw such assets if, and only to the extent that, the fair market value of the assets in the SLD Security Trust Account is less than the amount required by Exhibit A to the SLD Security Trust Agreement on the Recapture Date. In addition, the Company shall be entitled to withdraw the remaining balance in the SLD Security Trust Account less any amounts owed to the Reinsurer under this Agreement as of the Recapture Date.

Recapture Payments. Recapture Payments to the City and the STDC shall be based on satisfying the Continuous Operation requirement noted above and as follows: