Reinsurance Attribute Payments Clause Samples

Reinsurance Attribute Payments. (i) Ten (10) days prior to the Closing Date, Seller shall deliver to Buyer a copy of the Estimated Reinsurance Terms Schedule setting forth Seller’s good faith estimate as of such date of the aggregate amounts described therein with respect to the Specified Third-Party Reinsurance Agreements. Absent notification by Buyer of any manifest error in such schedule within one (1) Business Day of such delivery, the Estimated Reinsurance Terms Schedule shall be final as prepared and delivered by Seller. (ii) At least one (1) day prior to the Closing, Seller shall be obligated to pay to HLI, and HLI shall be obligated to pay to HLIC, the Estimated Reinsurance Attribute Allowance, if any. In satisfaction of Seller’s and HLI’s obligations under this Section 10.05(d)(ii), Seller shall pay such amounts directly to HLIC in satisfaction of Seller’s and HLI’s obligations hereunder. (iii) Following the finalization of the Final Reinsurance Terms Schedule pursuant to Section 10.02(a)(iv), (A) if the Reinsurance Attribute True-Up is positive, then Seller shall pay such amount to HLIC and (B) if the Reinsurance Attribute True-Up is negative, then HLIC shall pay the absolute value of such amount to Seller. If the Reinsurance Attribute True-Up is zero, then neither Seller nor HLIC shall be required to make a payment to the other with respect to the Reinsurance Attribute True-Up. (iv) Notwithstanding the foregoing, in the event that the Specified Third- Party Reinsurance Agreements are not consummated following the Closing, the provisions of Section 10.05(d)(iii) shall not apply and HLIC shall promptly return to Seller any amount of Estimated Reinsurance Attribute Allowance paid pursuant to clause (ii).