Third Party Reinsurance Agreements. (a) The SCA Parties shall (i) provide the XL Parties with copies of all documents, files, books and records relating to any Third-Party Reinsurance Agreement for so long as it remains in force as reasonably requested by the XL Parties from time to time, and reasonable access to, and will request reasonable cooperation from, upon reasonable notice during normal business hours, all employees of the SCA Parties whose employment responsibilities are related to any Third-Party Reinsurance Agreement for so long as it remains in force and (ii) subject to any applicable Law, pay all claims under any Third-Party Reinsurance Agreement for so long as it remains in force as they become due, other than claims reasonably contested by the SCA Parties in good faith.
(b) Prior to the Closing, the SCA Parties shall not amend, alter, waive or repeal any of the terms of the Financial Security Master Facultative Commutation Agreement without the prior written approval of the XL Parties.
(c) The SCA Parties shall use their commercially reasonable efforts to commute each of the EIB Policies and fully and finally extinguish each Person’s rights and obligations thereunder pursuant to commutation and release agreements in forms reasonably satisfactory to the XL Parties or effectuate another EIB Resolution Event; provided, however, that the use of such commercially reasonable efforts shall not require the SCA Parties to pay amounts in excess of those set forth in a letter delivered concurrently herewith to the XL Parties and the CDS Financial Advisor. Until an EIB Resolution Event occurs, XLCA shall (i) refrain from novating or assigning the EIB Policies to any Person, provided, that it may reinsure the EIB Policies as it sees fit and (ii) refrain from selling, leasing, assigning, reinsuring or transferring in any way (whether in one transaction or a series of related transactions) a majority of its assets to any Person, unless either (A) the EIB Policies are sold, leased, assigned, reinsured or transferred (as the case may be) with all or substantially all of such assets to the Person purchasing, leasing, reinsuring, or receiving all or substantially all of such assets or (B) the XL Parties provide their consent, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, nothing in this paragraph shall in any way restrict or limit the SCA Parties from selling, leasing, assigning, reinsuring, transferring or otherwise disposing of, in any manner (whe...
Third Party Reinsurance Agreements. A. Future potential recoveries under reinsurance contracts providing aggregate limits shall be apportioned pursuant to generally accepted allocation practices or procedures; provided that the method or the combination of methods actually utilized shall be reasonable and equitable; provided, further, that if the Ceding Company and the Reinsurer do not agree on any allocation, such dispute shall be subject to resolution pursuant to Article 13 hereof.
B. Nothing in this Agreement shall be deemed a warranty or guaranty by the Ceding Company of the reinsurance recoverables transferred to the Reinsurer pursuant to Article 5 hereof.
Third Party Reinsurance Agreements. 5 ARTICLE 10 INDEMNIFICATION .............................................. 6 ARTICLE 11 COVENANTS .................................................... 6 ARTICLE 12
Third Party Reinsurance Agreements. (a) The Third Party Reinsurance Agreements shall be administered in accordance with the Administrative Services Agreement. Any Third Party Reinsurance Recoverables will be allocated in accordance with the terms and conditions of the Third Party Reinsurance Allocation Agreement. Third Party Reinsurance Recoverables relating to A&P Claims paid by Reinsurer shall be paid to Reinsurer. The Parties acknowledge and agree that amounts recoverable under the Third Party Reinsurance Agreements are available both to the Reinsurer for the Business Covered and to the Reinsured for all other claims in accordance with the terms of the Third Party Reinsurance Allocation Agreement.
(b) The Reinsured shall not, without the Reinsurer’s prior approval (which approval shall not be unreasonably or arbitrarily withheld, conditioned or delayed), terminate or materially modify any existing Third Party Reinsurance Agreement providing protection to the Business Covered.
Third Party Reinsurance Agreements. FLIC represents to MLLIC that the Third Party Reinsurance Agreements constitute all reinsurance treaties or agreements entered into by FLIC with respect to the Policies, FLIC further represents and warrants that the Third Party Reinsurance Agreements remain in full force and effect and that no party is in default under any Third Party Reinsurance Agreement.
Third Party Reinsurance Agreements. Cedant has provided to Reinsurer true, correct and complete copies of all Third Party Reinsurance Agreements. Except for the Third Party Reinsurance Agreements, there are no other written or oral agreements providing for reinsurance in connection with the Reinsured Policies. Each Third Party Reinsurance Agreement is valid, binding and in full force and effect in accordance with its terms, except to the extent that any failure of any such Third Party Reinsurance Agreement to be valid, binding and in full force and effect would not cause or give rise to a Material Adverse Effect. Cedant is not in default in any material respect under any such Third Party Reinsurance Agreement.
Third Party Reinsurance Agreements. The Third Party Reinsurance Agreements shall be administered in accordance with the Administrative Services Agreement. Any Third Party Reinsurance Recoverables will be allocated in accordance with the terms and conditions of the Third Party Reinsurance Allocation Agreement. Third Party Reinsurance Recoverables relating to A&P Claims paid by Reinsurer shall be paid to Reinsurer. The Parties acknowledge and agree that amounts recoverable under the Third Party Reinsurance Agreements are available both to the Reinsurer for the Business Covered and to the Reinsured for all other claims in accordance with the terms of the Third Party Reinsurance Allocation Agreement.
Third Party Reinsurance Agreements. Third-Party Reinsurance Agreements" shall mean the reinsurance agreements listed on Schedule 1.24 hereto under which the Company has ceded liabilities with respect to the Policies.
Third Party Reinsurance Agreements. Seller agrees to use commercially reasonable efforts to terminate or take any other action with respect to any Third-Party Reinsurance Agreement which is reasonably requested by Purchaser or the Company subsequent to the Closing, and to provide regular periodic updates as to Seller's efforts to comply with any such request.
Third Party Reinsurance Agreements. The Third Party Reinsurance Agreements shall be administered in accordance with Article VI.
