Common use of Recapture Payments Clause in Contracts

Recapture Payments. 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 or Termination Date, as applicable (the “Terminal Settlement Statement”) setting forth the terminal settlement calculated in accordance with Exhibit C 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 to the Ceding Company cash and transfer assets (including assets held in the Trust Account and Hedging Assets selected by the Ceding Company) with an aggregate Fair Market Value equal to the absolute value of such amount to the Ceding Company at the time it delivers the Terminal Settlement Statement to the Ceding Company. In connection with such recapture or termination, if the Reinsurer has failed to pay the Ceding Company any portion of a Terminal Settlement due to the Ceding Company, the Ceding Company may withdraw assets in the Trust Account to satisfy all or any portion of undisputed and unpaid obligations of the Reinsurer hereunder to the extent of such assets, with the Reinsurer remaining liable to the Ceding Company for any excess over the value of the assets so withdrawn. In addition, following the Recapture Date or the Termination Date, as applicable, the Ceding Company shall retain the Separate Account assets and the Trust Account shall be terminated and any amounts 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.

Recapture Payments. In connection with a recapture or termination pursuant to Section 8.37.3, the Reinsurer shall prepare a settlement statement within fifteen (15) calendar days Business Days after the Recapture Date or Termination Date, as applicable (the “Terminal Settlement Statement”) setting forth the terminal settlement calculated in accordance with Exhibit C for the Terminal Accounting Period 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 for is positive, then within ten (10) Business Days following the date on which the preparing entity delivers the Terminal Accounting Period 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 assets in the Trust Account are insufficient for payment of such undisputed amount, the Reinsurer shall pay any shortfall to the Ceding Company in cash. If the undisputed amount of the Terminal Settlement is positivenegative, then within ten (10) Business Days following the date on which the preparing entity delivers the Terminal Settlement Statement to the receiving entity, 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 to the Ceding Company cash and transfer assets (including assets held in the Trust Account and Hedging Assets selected by the Ceding Company) with an aggregate Fair Market Value equal to the absolute value of such amount to the Ceding Company at the time it delivers the Terminal Settlement Statement to the Ceding Company. In connection with such recapture or termination, if the Reinsurer has failed to pay the Ceding Company any portion of a Terminal Settlement due to the Ceding Company, the Ceding Company may withdraw assets in the Trust Account to satisfy all or any portion of undisputed and unpaid obligations of the Reinsurer hereunder to the extent of such assets, with the Reinsurer remaining liable to the Ceding Company for any excess over the value of the assets so withdrawncash. In addition, following the Recapture Date or the Termination DateTerminal Settlement, as applicable, the Ceding Company shall retain the Separate Account assets and the Trust Account shall be terminated and any amounts remaining amount held in trust pursuant to Section 4.3 Article IV shall be released to the Reinsurer after the full satisfaction of the Terminal Settlement pursuant to the Terminal Settlement StatementStatement (after any dispute with respect thereto has been finally resolved in accordance with Section 7.4(c) below) and all other payment obligations of the Reinsurer hereunder, and the Ceding Company shall take all reasonable actions pursuant to the Trust Agreement, including providing written consent to the Trustee, to permit such termination of the Trust Account and release of such assets to the Reinsurer.

Recapture Payments. 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 [REDACTED] of the Recapture Date or Termination Date, as applicable (the “Terminal Settlement Statement”) ), setting forth the terminal settlement calculated in accordance with Exhibit C hereto 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 [REDACTED] 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 to the Ceding Company cash and transfer assets (including assets held in the Trust Account and Hedging Assets selected by the Ceding Company) with an aggregate Fair Market Value equal to the absolute value of such amount to the Ceding Company at the time it delivers the Terminal Settlement Statement to the Ceding Company. In connection with such recapture or termination, if the Reinsurer has failed fails to pay the Ceding Company any portion full amount of a the absolute value of the Terminal Settlement due at the time it delivers the Terminal Settlement Statement to the Ceding Company, the Ceding Company may withdraw assets in the Trust Account to satisfy all or any portion of undisputed and unpaid the remaining obligations of the Reinsurer hereunder therefor to the extent of such assets, with the Reinsurer remaining liable to the Ceding Company for any excess over the value of the assets so withdrawn. In addition, following the Recapture Date or the Termination Date, as applicable, the Ceding Company shall retain the Separate Account assets and the Trust Account shall be terminated and any remaining amounts in trust pursuant to Section 4.3 4.2 shall be released to the Reinsurer after the full satisfaction of the Terminal Settlement pursuant to the Terminal Settlement Statement.

Recapture Payments. 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 of the Recapture Date or Termination Date, as applicable (the “Terminal Settlement Statement”) ), setting forth the terminal settlement calculated in accordance with Exhibit C hereto 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 Business 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 to the Ceding Company cash and transfer assets (including assets held in the Trust Account and Hedging Assets selected by the Ceding Company) with an aggregate Fair Market Value equal to the absolute value of such amount to the Ceding Company at the time it delivers the Terminal Settlement Statement to the Ceding Company. In connection with such recapture or termination, if the Reinsurer has failed fails to pay the Ceding Company any portion full amount of a the absolute value of the Terminal Settlement due at the time it delivers the Terminal Settlement Statement to the Ceding Company, the Ceding Company may withdraw assets in the Trust Account to satisfy all or any portion of undisputed and unpaid the remaining obligations of the Reinsurer hereunder therefor to the extent of such assets, with the Reinsurer remaining liable to the Ceding Company for any excess over the value of the assets so withdrawn. In addition, following the Recapture Date or the Termination Date, as applicable, the Ceding Company shall retain the Separate Account assets and the Trust Account shall be terminated and any remaining amounts in trust pursuant to Section 4.3 4.2 shall be released to the Reinsurer after the full satisfaction of the Terminal Settlement pursuant to the Terminal Settlement Statement.

Recapture Payments. (a) In connection with a recapture or termination pursuant to Section 8.37.3(a), no later than three (3) calendar days prior to the Recapture Date, the Reinsurer shall prepare and provide to the Ceding Company a settlement statement within fifteen (15) calendar days after setting forth an estimated calculation of the Recapture Date or Termination Date, as applicable Terminal Settlement (the “Terminal Settlement Statement”) setting forth the terminal settlement calculated in accordance with Exhibit C for the Terminal Accounting Period (the “Estimated Recapture Terminal Settlement”). If the amount of the Estimated Recapture 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 to the Ceding Company cash and transfer assets (including assets or Eligible Assets reasonably acceptable to the Ceding Company or Eligible Assets held in the Trust Account and Hedging Assets selected by the Ceding Company) with an aggregate Fair Market Value equal to such amount due from the absolute value Reinsurer on the Recapture Date. To the extent the Reinsurer withdraws Eligible Assets from the Trust Account to pay any portion of the Recapture Payment, the Reinsurer shall withdraw such Eligible Assets in accordance with the priority of withdrawals set forth in Section 2 of the Trust Agreement; provided, that if any Eligible Asset in the Trust Account requires a consent or signature to effect the transfer of such amount Eligible Asset to the Ceding Company that has not been obtained prior to the Recapture Date, at the time it delivers the Terminal Settlement Statement to the Ceding Company’s option, such asset shall be disregarded for purposes of complying with such priority of withdrawals. In connection with such recapture or terminationrecapture, if the Reinsurer has failed to pay the Ceding Company any portion of a the Estimated Recapture Terminal Settlement due to the Ceding CompanyCompany on the Recapture Date, the Ceding Company may withdraw assets in instruct the Trustee pursuant to the Trust Account Agreement to satisfy all or any portion of undisputed and unpaid obligations of the Reinsurer hereunder to the extent of such assets, with the Reinsurer remaining liable transfer to the Ceding Company for any excess over assets having a Fair Market Value equal to the value unpaid Estimated Recapture Terminal Settlement. If the amount of the assets so withdrawn. In additionEstimated Recapture Terminal Settlement is negative, following then on the Recapture Date or the Termination Date, as applicable, the Ceding Company shall retain pay the Separate Account assets and the Trust Account shall be terminated and any amounts in trust pursuant to Section 4.3 shall be released absolute value of such amount to the Reinsurer after the full satisfaction of the Terminal Settlement pursuant to the Terminal Settlement Statementin cash.

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 of the Recapture Date or Termination Date, as applicable (the “Terminal Settlement Statement”) setting forth the terminal settlement calculated in accordance with Exhibit C for the Terminal Accounting Period Schedule B (the “Terminal Settlement”). If the undisputed amount of the Terminal Settlement for the Terminal Accounting Period is positive, then within five (5) Business Days following the date on which the Reinsurer delivers the Terminal Settlement Statement to the Ceding Company (i) the Reinsurer and the Ceding Company shall instruct the Trustee pursuant to the Trust Agreement to transfer to the Ceding Company assets with 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, instruct the Trustee to transfer all assets remaining in the Trust Account to the Ceding Company) and (ii) if the assets in the Trust Account are insufficient for payment of such undisputed amount, the Reinsurer shall pay any shortfall to the Ceding Company in cash. If the undisputed amount of the Terminal Settlement is negative, then within five (5) Business Days following the date on which the Reinsurer delivers the Terminal Settlement Statement to the Ceding Company 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 to the Ceding Company cash and transfer assets (including assets held in the Trust Account and Hedging Assets selected by the Ceding Company) with an aggregate Fair Market Value equal to the absolute value of such amount to the Ceding Company at the time it delivers the Terminal Settlement Statement to the Ceding Company. In connection with such recapture or termination, if the Reinsurer has failed to pay the Ceding Company any portion of a Terminal Settlement due to the Ceding Company, the Ceding Company may withdraw assets in the Trust Account to satisfy all or any portion of undisputed and unpaid obligations of the Reinsurer hereunder to the extent of such assets, with the Reinsurer remaining liable to the Ceding Company for any excess over the value of the assets so withdrawncash. In addition, following the Recapture Date or the Termination DateTerminal Settlement, as applicable, the Ceding Company shall retain the Separate Account assets and the Trust Account shall be terminated and any remaining amounts or amount held in trust pursuant to Section 4.3 Article IV shall be released to the Reinsurer after the full satisfaction of the Terminal Settlement pursuant to the Terminal Settlement Statement. The Ceding Company shall promptly take all actions, including providing written consent to the Trustee, to permit such termination of the Trust Account and release of such assets to the Reinsurer.

Recapture Payments. (a) In connection with a recapture or termination pursuant to Section 8.37.3, the Reinsurer Ceding Company shall prepare a settlement statement within fifteen (15) calendar days after the Recapture Date or Termination Date, as applicable (the “Terminal Settlement Statement”) setting forth the terminal settlement calculated in accordance with Exhibit C for the Terminal Accounting Period Schedule B (the “Terminal Settlement”). If the undisputed amount of the Terminal Settlement for the Terminal Accounting Period is positive, the Ceding Company shall pay such amount to the Reinsurer then within five (5) calendar days of its receipt of Business Days following the date on which the Ceding Company delivers the Terminal Settlement StatementStatement to the Reinsurer (i) the Reinsurer and the Ceding Company shall instruct the Trustee pursuant to the Trust Agreement to transfer to the Ceding Company assets with 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, instruct the Trustee to transfer all assets remaining in the Trust Account to the Ceding Company) and (ii) if the assets in the Trust Account are insufficient for payment of such undisputed amount, the Reinsurer shall pay, including through a release of amounts held in the Working Account, any shortfall to the Ceding Company in cash. If the undisputed amount of the Terminal Settlement for the Terminal Accounting Period is negative, then within five (5) Business Days following the Reinsurer shall pay to date on which the Ceding Company cash delivers the Terminal Settlement Statement to the Reinsurer, the Reinsurer and transfer assets the Ceding Company shall (including assets held in x) instruct the Trustee pursuant to the Trust Account and Hedging Assets selected by Agreement to transfer to the Ceding Company) Reinsurer assets with an aggregate a Fair Market Value equal to the absolute value of such undisputed amount to the Ceding Company at the time it delivers the Terminal Settlement Statement to the Ceding Company. In connection with such recapture or termination, if the Reinsurer has failed to pay extent not otherwise paid by the Ceding Company any portion of a Terminal Settlement due in cash prior to such date (or if the Ceding Company, the Ceding Company may withdraw assets in the Trust Account are insufficient for such payment, instruct the Trustee to satisfy transfer all or any portion of undisputed assets remaining in the Trust Account to the Reinsurer) and unpaid obligations (y) cause the balance of the Reinsurer hereunder Working Account to be paid to an account designated by the extent of such assets, with the Reinsurer remaining liable to the Ceding Company for any excess over the value of the assets so withdrawnReinsurer. In addition, following the Recapture Date or payment in full of the Termination DateTerminal Settlement (including the resolution of all disputed items in accordance with paragraph (b) below), as applicable, the Ceding Company shall retain the Separate Account assets and (1) the Trust Account shall be terminated and any remaining amounts or amount held in trust pursuant to Section 4.3 the Trust Account shall be released to the Reinsurer after the full satisfaction of the Terminal Settlement pursuant to the Terminal Settlement StatementStatement and (2) any remaining amounts or amount held in the Working Account shall be paid to an account designated by the Reinsurer. The Ceding Company shall promptly take all actions, including providing written consent to the Trustee, to permit such termination of the Trust Account and release of such assets to the Reinsurer and release the balance of the Working Account to the Reinsurer.

Recapture Payments. (a) In connection with a recapture or termination pursuant to Section 8.39.3, the Reinsurer shall prepare a settlement statement within fifteen (15) calendar days after of the Recapture Terminal Settlement Date or Termination Date, as applicable (the “Terminal Settlement Statement”) setting forth the terminal settlement calculated in accordance with Exhibit C for the Terminal Accounting Period Schedule D (the “Terminal Settlement”). If the amount of the Terminal Settlement for is positive, then within five (5) Business Days following the date on which the Reinsurer delivers the Terminal Accounting Period Settlement Statement to the Ceding Company, the Reinsurer and the Ceding Company shall instruct the Trustee pursuant to the Trust Agreement to transfer to the Ceding Company assets with a Fair Market Value equal to such amount; and if the assets in the Trust Account are insufficient for such payment, the Reinsurer and the Ceding Company shall instruct the Trustee to transfer all assets remaining in the Trust Account to the Ceding Company, and the Reinsurer shall pay the balance of the amount of the Terminal Settlement to the Ceding Company in cash. If the amount of the Terminal Settlement is positivenegative, then within five (5) Business Days following the date on which the Reinsurer delivers the Terminal Settlement Statement to the Ceding Company, the Ceding Company shall pay such amount to the Reinsurer in cash. In case of any dispute with respect to the Terminal Settlement, the undisputed portion of the Terminal Settlement shall be paid in accordance with this Section 9.4(a) within five (5) calendar days Business Days after delivery of its receipt the Reinsurer’s calculation of the Terminal Settlement, and the Parties shall make any necessary adjustments to the Terminal Settlement within five (5) Business Days after a final and binding resolution of the dispute is reached in accordance with Section 9.4(b). Following the final determination of the Terminal Settlement Statement. If the amount of the Terminal Settlement for the Terminal Accounting Period is negative, the Reinsurer shall pay to the Ceding Company cash and transfer assets (including assets held in the Trust Account and Hedging Assets selected by the Ceding Company) with an aggregate Fair Market Value equal pursuant to the absolute value of such amount to the Ceding Company at the time it delivers the Terminal Settlement Statement to the Ceding Company. In connection with such recapture or terminationSection 9.4(b)), if the Reinsurer has failed to pay the Ceding Company any portion of a Terminal Settlement due to the Ceding Company, the Ceding Company may withdraw assets in the Trust Account to satisfy all or any portion of undisputed and unpaid obligations of the Reinsurer hereunder to the extent of such assets, with the Reinsurer remaining liable to the Ceding Company for any excess over the value of the assets so withdrawn. In addition, following the Recapture Date or the Termination Date, as applicable, the Ceding Company shall retain the Separate Account assets and the Trust Account shall be terminated and any remaining amounts or amount held in trust pursuant to Section 4.3 Article VI shall be released to the Reinsurer after the full satisfaction of the Terminal Settlement pursuant to the Terminal Settlement Statement. The Ceding Company shall promptly take all actions, including providing written consent to the Trustee, to permit such termination of the Trust Account and release of such assets to the Reinsurer. (b) In the event that the Ceding Company disagrees with the calculation of the Terminal Settlement, the Ceding Company shall, within five (5) Business Days after its receipt of such report, deliver written notice to the Reinsurer of such disagreement and the Parties shall attempt in good faith to resolve such disagreement. Any resolution agreed to in writing by the Parties shall be final and binding upon the Parties. If the Parties are unable to resolve any disagreement within ten (10) Business Days after the Ceding Company delivers written notice of any such disagreement to the Reinsurer, either Party may request the Independent Accounting Firm to determine the Terminal Settlement. The Independent Accounting Firm’s determination of the Terminal Settlement shall be final and binding upon the Parties. The fees, costs and expenses associated with the Independent Accounting Firm’s determination shall be allocated between the Ceding Company and the Reinsurer in accordance with the Independent Accounting Firm’s judgment as to the relative merits of the Parties’ proposals in respect of the dispute.