Third Party Reinsurance. In the event the Reinsurer desires to retrocede to any third-party reinsurer (whether or not Affiliated with the Reinsurer) any portion of the Liabilities reinsured by it under this Agreement, the Reinsurer shall be responsible for obtaining such retrocessional coverage at its sole expense.
Third Party Reinsurance. (i) The Ceding Company shall not, without the Reinsurer’s prior approval (which approval shall not be unreasonably or arbitrarily withheld, conditioned or delayed), (A) terminate or materially modify any existing Third Party Reinsurance or (B) purchase new third party reinsurance for the Reinsured Policies.
(ii) The Ceding Company shall use commercially reasonable efforts to maintain its existing Third Party Reinsurance from and after the Effective Date, consistent with the existing practice of the Ceding Company in effect on the Effective Date.
Third Party Reinsurance. The Ceding Company shall pay to the Reinsurer the Reinsurer’s Quota Share of all ceding commissions and any Premium Tax or other expense allowances collected by the Ceding Company from the reinsurers under Third Party Reinsurance.
Third Party Reinsurance. (i) As of September 30, 2021, the aggregate value of all Third Party Reinsurance Recoverables was [***], which (A) consisted of [***]for case reserves and [***]for incurred but not reported losses and (B) was calculated in all material respects in accordance with (1) statutory accounting principles and generally accepted actuarial principles, in each case consistently applied, (2) Applicable Law and (3) otherwise in accordance with the terms of the applicable Third Party Reinsurance Agreements. Notwithstanding the foregoing, the Reinsurer acknowledges that none of Aspen or Aspen Parent has made or is making any representation or warranty, express or implied, that [***]of Third Party Reinsurance Recoverables will actually be collected.
(ii) To the knowledge of Aspen and Aspen Parent, other than in regard to net retained line clauses and similar provisions: (A) no Material Third Party Reinsurance Agreement contains any provision under which the reinsurer may terminate such agreement by reason of the transactions contemplated by this Agreement or the agreements contemplated hereby and (B) there has been no separate contract between the applicable ceding company (or its Affiliates) and any other party to such Material Third Party Reinsurance Agreement that would under any circumstances reduce, limit, mitigate or otherwise affect any actual or potential loss to the parties under any such Material Third Party Reinsurance Agreement, other than inuring contracts that are explicitly defined in any such Material Third Party Reinsurance Agreement.
(iii) With respect to each Material Third Party Reinsurance Agreement, to the knowledge of Aspen and Aspen Parent, (A) neither the applicable ceding company (or its Affiliates), on the one hand, nor the reinsurer, on the other, is in default under such Material Third Party Reinsurance Agreement, and no event has occurred which would create a material default or breach by the applicable ceding company (or its Affiliates) under such Material Third Party Reinsurance Agreement, (B) such Material Third Party Reinsurance Agreement is in full force and effect and is valid and enforceable in accordance with its terms subject to the Enforceability Exceptions, and (C) such Material Third Party Reinsurance Agreement complies in all material respects with Applicable Law. To the knowledge of Aspen and Aspen Parent, there are no material pending or threatened disputes with respect to the validity of any Material Third Party Reinsurance A...
Third Party Reinsurance. For so long as the Administrative Services Agreement remains in effect, the Reinsurer (or the Administrator) shall have the right in accordance with the terms thereof to collect all Third Party Reinsurance Recoverables on behalf of Aspen and to make any payments due or owing by Aspen to any counterparty pursuant to any Third Party Reinsurance Agreement to the extent applicable to Covered Losses. Notwithstanding the foregoing, with respect to any Third Party Reinsurance Agreements and Third Party Reinsurance Recoverables applicable to both the Subject Business and other business of Aspen (“Shared Outward Reinsurance”), the terms of Schedule 9.3 shall apply.
Third Party Reinsurance. Schedule 3.25 sets forth a true, complete and correct list of (a) all reinsurance and retrocession treaties and agreements in force as of the date of this Agreement to which either of the Insurance Companies is either a ceding or an assuming party, and (b) any such treaty or agreement that is terminated or expired but under which the Insurance Companies may be either obligated to make payments or eligible to continue to receive benefits (collectively, the “Third Party Reinsurance Agreements”), copies of which have been made available to Buyer. Each Third Party Reinsurance Agreement is in full force and effect to the respective dates noted on the Schedule and is a valid and binding obligation of the Insurance Companies and, to the Knowledge of Seller, each other party thereto, subject to the Enforceability Exceptions. The Insurance Companies are not in default in any material respect as to any provision of any Third Party Reinsurance Agreement, and have not failed to meet in any material respect the underwriting standards required for any business reinsured thereunder, and there are no material outstanding disputes with regard to any Third Party Reinsurance Agreement. No Third Party Reinsurance Agreement contains any provision providing that the other party thereto may terminate such treaty or agreement by reason of the transactions contemplated by this Agreement or the Ancillary Agreements.
Third Party Reinsurance. The determination of future profits shall not be impacted by the inclusion of reinsurance costs incurred by the Reinsurer pursuant to business assumed under the terms of this Agreement.
Third Party Reinsurance. GELAAC shall not cede to third party reinsurers all of the risk with respect to Policy Liabilities that it retains under the terms and conditions of this Agreement.
Third Party Reinsurance. London Pacific represents to FSL that the Third-Party Reinsurance Agreements set forth in Schedule B constitute all the reinsurance treaties or agreements entered into by London Pacific with respect to the Contracts. London Pacific further represents and warrants that the Third-Party Reinsurance Agreements remain in full force and effect and that it is not in default under any Third-Party Reinsurance Agreement. London Pacific agrees to use its best efforts to obtain the consent of the Third-Party Reinsurers to the assignment of London Pacific's rights and obligations under the Third-Party Reinsurance Agreements with respect to the Contracts. FSL agrees to assume London Pacific's rights and obligations under any Third-Party Reinsurance Agreement relating to the Contracts that is assignable or for which consent has been obtained. If London Pacific is unable to assign its rights and obligations there-under, London-Pacific and FSL agree to use their respective best efforts to replace such Third-Party Reinsurance Agreement with a new treaty between FSL and a Third-Party Reinsurer on substantially similar terms.
Third Party Reinsurance. Section 9.01. Cedant shall take all actions necessary to maintain in full force and effect the Third Party Reinsurance Agreements while the Reinsured Policies are in force. Cedant will pay Reinsurer all amounts owed to Cedant related to the Reinsured Polices in accordance with the Third Party Reinsurance Agreements.
Section 9.02. Reinsurer will provide Cedant with monthly in-force information related to the Reinsured Policies covered by the Third Party Reinsurance Agreements within ten (10) business days after the end of each month. Cedant will prepare an invoice related to the third party reinsurance on the Reinsured Policies and Reinsurer will pay Cedant premiums due on the Third Party Reinsurance Agreements related to the Reinsured Policies.
