SA WI. Commencing with the effective date of this Agreement, State Auto Mutual hereby agrees to pay SA WI its Respective Percentage of the Net Premiums written by the parties hereto. Similarly, commencing with the effective date of this Agreement, all losses, loss expenses, underwriting expenses, and administrative expenses chargeable to underwriting of the parties hereto (except for losses, loss expenses, underwriting expenses and administrative expenses chargeable to the State Auto Mutual Reinsurance Book), including policyholder dividends, less all losses and expenses recovered and recoverable under reinsurance ceded to reinsurers other than the parties hereto, shall be prorated among the parties on the basis of the Respective Percentage of each. Subject to the offset provision in Section 8 hereof, all amounts due under this Agreement shall be due and payable by the respective Pooled Company within sixty (60) days after the end of each calendar quarter.
SA WI. In consideration of the agreements herein contained, SA WI hereby agrees that there has been or will be assigned and transferred to State Auto Mutual an amount, in cash or other assets, equal to the aggregate of all liabilities of SA WI assumed by State Auto Mutual under paragraph 2(c) hereof, less a ceding commission equal to the sum of the acquisition expenses associated with the unearned premium reserves which are transferred as provided herein. There shall be included among the assets assigned and transferred to State Auto Mutual by SA WI all of the right, title and interest of SA WI in and to all assets relative to the underwriting operations of SA WI due or that may become due as evidenced by its books and records at the close of business on December 31, 2007, not including investments, accrued investment income, intercompany balances and bank deposits.
SA WI. SA WI hereby reinsures and assumes and State Auto Mutual hereby cedes and transfers to SA WI its Respective Percentage of all Net Liabilities under all contracts and policies of insurance, (including those ceded by SA WI and reinsured by State Auto Mutual as provided in paragraph 2(c)), on which State Auto Mutual is subject to liability and which are outstanding and in force on or after the effective date hereof. Such liabilities shall include reserves for unearned premiums, outstanding losses (including unreported losses) and loss expenses and all other underwriting and administrative expenses, but shall not include intercompany balances, liabilities for federal income taxes, liabilities incurred in connection with investment transactions, liabilities for dividends to stockholders declared and unpaid, and other liabilities not incurred in connection with underwriting operations.
SA WI. In consideration of the agreements herein contained, State Auto Mutual hereby agrees that there has been or will be assigned and transferred to SA WI an amount, in cash or other assets, equal to the aggregate of all liabilities of State Auto Mutual assumed by SA WI under paragraph 4(c) hereof, less a ceding commission equal to the sum of the acquisition expenses associated with the unearned premium reserves which are transferred as provided herein. There shall be included among the assets assigned and transferred to SA WI by State Auto Mutual all of the right, title and interest of State Auto Mutual in and to all assets relative to the underwriting operations of State Auto Mutual, due or that may become due, as evidenced by its books and records at the close of business on December 31, 2009, not including investments, accrued investment income, intercompany balances and bank deposits.
