Excess Workers’ Compensation Reinsurance Contract Effective: January 1, 2008 issued to AmCOMP Preferred Insurance Company North Palm Beach, Florida AmCOMP Assurance Corporation North Palm Beach, Florida and any and all insurance companies which are...
Exhibit 10.53
Excess
Workers’ Compensation
Reinsurance
Contract
Effective: January
1, 2008
issued
to
AmCOMP
Preferred Insurance Company
North
Palm Beach, Florida
AmCOMP
Assurance Corporation
North
Palm Beach, Florida
and
any and
all insurance companies which are now or
hereafter
come under the same ownership or management as the
AmCOMP
Group
North
Palm Beach, Florida
Table of Contents
Excess
Workers’ Compensation
Reinsurance
Contract
Effective: January
1, 2008
issued
to
AmCOMP
Preferred Insurance Company
North
Palm Beach, Florida
AmCOMP
Assurance Corporation
North
Palm Beach, Florida
and
any and
all insurance companies which are now or
hereafter
come under the same ownership or management as the
AmCOMP
Group
North
Palm Beach, Florida
(hereinafter referred to collectively
as the “Company”)
by
The
Subscribing Reinsurer(s) Executing the
Interests
and Liabilities Agreement(s)
Attached
Hereto
(hereinafter referred to as the
“Reinsurer”)
By this
Contract the Reinsurer agrees to reinsure the excess liability which may accrue
to the Company under its policies, contracts and binders of insurance or
reinsurance (hereinafter called “policies”) in force at the effective date
hereof or issued or renewed on or after that date, and classified by the Company
as Workers’ Compensation and Employers Liability business, subject to the terms,
conditions and limitations set forth herein and in Schedule A attached to and
forming part of this Contract.
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A.
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This
Contract shall become effective at 12:01 a.m., Local Standard Time where
the occurrence commences, January 1, 2008, with respect to losses
arising out of occurrences commencing at or after that time and date, and
shall continue in force thereafter until
terminated.
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B.
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Either
party may terminate this Contract at 12:01 a.m., Local Standard Time
where the occurrence commences, on any January 1 by giving the other
party not less than 90 days prior notice by certified
mail.
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C.
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Unless
the Company elects that the Reinsurer have no liability for losses arising
out of occurrences commencing at or after the effective time and date of
termination, and so notifies the Reinsurer prior to or as promptly as
possible after the effective date of termination, reinsurance hereunder on
business in force at the effective time and date of termination shall
remain in full force and effect until expiration, cancellation or next
premium anniversary of such business, whichever first occurs, but in no
event beyond 12 months, plus odd time (not to exceed 18 months
in all), following the effective time and date of
termination.
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1
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D.
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Notwithstanding
the provisions above, in the event that any policy subject to this
Contract is required by statute, regulation or by order of an insurance
department to be continued in force, the Reinsurer agrees to extend
reinsurance coverage hereunder following the termination of this Contract
with respect to such policy until the first date that the Company may
lawfully non-renew, cancel or terminate such policy, whether or not the
Company actually does non-renew, cancel or terminate such
policy. However, under no circumstances shall runoff coverage
under this paragraph exceed
23 months.
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A.
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Notwithstanding
the provisions of paragraph B of the Commencement and Termination
Article, either party may terminate this Contract at any time by giving
the other party not less than 30 days prior written notice in the
event any of the following circumstances occur (if terminated by either
party, said termination shall be on a “runoff” basis unless the Company
elects to have such termination on a “cutoff”
basis):
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1.
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The
other party’s policyholders’ surplus (or its equivalent under the
Subscribing Reinsurer’s accounting system) at the beginning of any
contract year has been reduced by more than 30.0% of the amount of surplus
(or the applicable equivalent) 12 months prior to that date;
or
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2.
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The
other party’s policyholders’ surplus (or its equivalent under the
Subscribing Reinsurer’s accounting system) at any time during the contract
year has been reduced by more than 30.0% of the amount of surplus (or the
applicable equivalent) at the date of the other party’s most recent
financial statement filed with regulatory authorities and available to the
public as of the beginning of the contract year;
or
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3.
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The
other party has become merged with, acquired by or controlled by any other
entity or individual(s) not controlling the other party’s operations
previously; however, this subparagraph shall not apply to the sale of
stock to a non-acquiring entity or where the acquiring company,
corporation or individual(s) has an A.M. Best’s rating higher than the
rating held by the other party at the beginning of the contract year;
or
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2
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4.
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The
State Insurance Department or other legal authority in the other party’s
state of domicile has ordered the other party to cease writing business;
or
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5.
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The
other party has become insolvent or has been placed into liquidation or
receivership (whether voluntary or involuntary) or proceedings have been
instituted against the other party for the appointment of a receiver,
liquidator, rehabilitator, conservator or trustee in bankruptcy, or other
agent known by whatever name, to take possession of its assets or control
of its operations; or
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6.
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The
other party has ceased writing new and renewal property and casualty
business.
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B.
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Notwithstanding
the provisions of paragraph B of the Commencement and Termination
Article, the Company may terminate a Subscribing Reinsurer’s percentage
share in this Contract by giving not less than 30 days prior written
notice to the Subscribing Reinsurer in the event the Subscribing
Reinsurer’s A.M. Best’s rating has been assigned or downgraded below A-
(includes any “Not Rated” rating) and/or Standard & Poor’s rating
has been assigned or downgraded below BBB+ (includes any “NR”
rating).
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C.
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Notwithstanding
the provisions of paragraph B of the Commencement and Termination
Article, a Subscribing Reinsurer may terminate its percentage share in
this Contract by giving the Company not less than 30 days prior
written notice in the event any of the following circumstances occur (said
termination shall be on a “runoff” basis unless the Company elects to have
such termination on a “cutoff” basis; however, termination shall be on a
“cutoff” basis if the Subscribing Reinsurer terminates because the Company
has failed to pay premium):
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1.
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51.0%
or more of the Company or its portfolio is purchased or sold;
or
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2.
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The
Company has failed to pay reinsurance premiums in accordance with this
Contract; or
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3.
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A
material change has occurred in any two of the Company’s three senior
officers (i.e., the Chief Executive Officer, the President, or the
Chief Financial Officer).
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Article
IV - Territory (BRMA 51A)
The
territorial limits of this Contract shall be identical with those of the
Company’s policies.
Article
V - Exclusions
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A.
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This
Contract does not apply to and specifically excludes the
following:
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1.
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Reinsurance
assumed by the Company under obligatory reinsurance agreements,
except:
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a.
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Agency
reinsurance where the policies involved are to be reunderwritten in
accordance with the underwriting standards of the Company and reissued as
Company policies at the next anniversary or expiration
date;
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3
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b.
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Intercompany
reinsurance between any of the reinsured companies under this
Contract.
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2.
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Ex-gratia
payments.
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3.
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Risks
subject to a deductible in excess of $25,000, or a self-insured retention
excess of $25,000, unless such deductible or self-insured retention is
otherwise mandated by statute or regulatory
authority.
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4.
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Nuclear
risks as defined in the “Nuclear Incident Exclusion Clause -
Liability - Reinsurance (U.S.A.)” and loss or liability defined in
the “Nuclear Incident Exclusion Clause - Reinsurance - No. 4”
attached to and forming part of this
Contract.
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5.
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Pollution
liability coverages excluded under the provisions of the “Pollution
Exclusion Clause - General Liability - Reinsurance (BRMA 39C)”
attached to and forming part of this
Contract.
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6.
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Liability
as a member, subscriber or reinsurer of any Pool, Syndicate or
Association, but this exclusion shall not apply to Assigned Risk Plans or
similar state-mandated plans.
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7.
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All
liability of the Company arising by contract, operation of law, or
otherwise, from its participation or membership, whether voluntary or
involuntary, in any insolvency fund. “Insolvency fund” includes
any guaranty fund, insolvency fund, plan, pool, association, fund or other
arrangement, however denominated, established or governed, which provides
for any assessment of or payment or assumption by the Company of part or
all of any claim, debt, charge, fee or other obligation of an insurer, or
its successors or assigns, which has been declared by any competent
authority to be insolvent, or which is otherwise deemed unable to meet any
claim, debt, charge, fee or other obligation in whole or in
part.
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8.
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Loss
or liability as excluded in the “War Risk Exclusion Clause (Reinsurance)”
attached to and forming part of this Contract. However, this
exclusion shall not apply to an act of terrorism that is certified by the
Secretary of Treasury, in concurrence with the Secretary of State and the
Attorney General of the United
States.
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9.
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Operation
under the jurisdiction of the United States Xxxxxxxxx and Harbor Workers’
Compensation Act or the Xxxxx Act, except for incidental exposures (i.e.,
10.0% or less of the insured’s estimated payroll when the account is
quoted).
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10.
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Operations
employing the process of nuclear fission or fusion or handling of
radioactive material, which operations include but are not limited
to:
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a.
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The
use of nuclear reactors such as atomic piles, particle accelerators or
generators; or
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b.
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The
use, handling or transportation of radioactive materials, or the use,
handling or transportation of any weapon of war or explosive device
employing nuclear fission or
fusion.
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4
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However,
subparagraphs a and b above shall not apply
to:
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i.
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The
exclusive use of particle accelerators incidental to ordinary industrial
or education research pursuits, or
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ii.
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The
exclusive use, handling or transportation of radioisotopes for medical or
industrial use, or to radium or radium
compounds.
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11.
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Operation
of docks or wharves as related to port
authorities.
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12.
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The
manufacturing, mining, refining, processing, distribution, installation,
removal or encapsulment of
asbestos.
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13.
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Risks
involving known exposure to the following
substances:
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a.
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Dioxin;
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b.
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Polychlorinated
biphenols;
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c.
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Asbestos.
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14.
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All
railway operations except sidetrack
agreements.
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15.
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Amusement
parks, carnivals or circuses. This exclusion shall not apply to
miniature golf courses or driving range
operations.
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16.
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Subaquaeous
operations.
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17.
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Underground
mining; however, this exclusion shall not be construed to apply to
open-pit quarrying or “surface mining”
operations.
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18.
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Blasting
operations, except for incidental exposures (i.e., 10.0% or less of the
insured’s estimated payroll when the account is
quoted).
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19.
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Demolition
of buildings or structures in excess of five
stories.
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20.
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Shoring
and moving of buildings or structures, or underpinning that involves pier
and beam construction, commercial buildings with more than three stories
or hillside building reinforcements. However, this exclusion
shall not apply to foundation repair risks for which neither the insured
nor its employees are in tunnels or are otherwise working under
buildings.
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21.
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Erection
or repair of scaffolds if 10.0% or more of the insured’s annual
remuneration is attributed to NCCI Class Code 9534 or
9529.
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22.
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Construction
of tunnels or dams.
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23.
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Fireworks,
fuses, or any explosive substance (as defined below) as
follows:
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a.
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Manufacturers
or importers of such items;
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b.
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Loading
of such items into containers for use as explosive objects, propellant
charges or detonation devices and the storage thereof (except as
previously provided for, on an incidental basis, in
exclusion 18);
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c.
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Manufacturers
or importers of any product in which such items are an
ingredient;
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d.
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Handling,
storage, transportation or use of such items (except as previously
provided for, on an incidental basis, in
exclusion 18).
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“Explosive
substance” is defined as any substance manufactured for the express
purpose of exploding as differentiated from commodities used industrially
and which are only incidentally
explosive.
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24.
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Onshore
and offshore gas and oil drilling
operations.
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25.
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Operations
where principal business includes the use of any owned or unowned
aircraft, or any device or machine intended for and/or aiding in the
achievement of atmospheric flight, projection or orbit, and/or the
ownership or operation of any airport. This exclusion shall not
apply where exposure is incidental (i.e., constitutes 10.0% or less
of the insured’s payroll) to the principal business operations and the
aircraft contains eight seats or
fewer.
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26.
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Municipal
law enforcement organizations and municipal fire fighting organizations,
whether professional or voluntary. This exclusion shall not
apply to off-duty law enforcement officers when employed by an entity
other than a municipality for duties performed within the scope of the job
for which they were hired.
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27.
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Logging
or forestry operations.
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28.
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Professional
employment organizations (PEOs).
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29.
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Professional
sports teams.
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30.
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Operations
where the principal business of the risk is manufacturing, production,
distribution, refining or storage of natural or artificial fuel, gas,
butane, propane, liquefied petroleum gases or gasoline. This
exclusion shall not apply to any risk whose principal business operations
are any of the following:
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a.
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Retail
gasoline service station, either full or self service, or retail gasoline
marina;
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b.
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Convenience
store with gasoline sales with its petroleum gas and/or storage tanks
located below ground.
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31.
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Acts
of terrorism, as defined in paragraph G of the Definitions Article,
that:
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a.
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Involve
the use, release or escape of nuclear materials;
or
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b.
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Directly
or indirectly result in nuclear reaction or radiation or radioactive
contamination; or
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c.
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Are
carried out by means of the dispersal or application of pathogenic or
poisonous biological or chemical materials where it appears that one
purpose of the act of terrorism was to release such
materials.
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32.
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Business
reinsured by the Minnesota Workers’ Compensation Reinsurance Association,
whether contractually assumed or imposed by law, including, but not
limited to, direct or indirect loss, damage, liability, cost or
expense. However, this exclusion shall not apply
to:
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a.
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Losses
paid within the Company’s net retention;
or
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b.
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Losses
paid in excess of the benefits allowed under Minnesota Workers’
Compensation law.
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B.
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In
the event the Company is inadvertently bound on any risk which is excluded
under subparagraph 9 or subparagraphs 14 through 30 of paragraph A above,
the reinsurance provided under this Contract shall apply on such risk
until discovery by the Company of the existence of such risk and for 30
days thereafter, or for a period of time specific to the applicable state
cancellation requirements, not to exceed 120 days. This
limitation shall not apply as respects Arizona. Coverage shall
cease after such time or at policy anniversary as respects Arizona
policies, unless the Company has received from the Reinsurer written
notice of its approval of such risk within
30 days.
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C.
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Notwithstanding
the foregoing, any reinsurance falling within the scope of one or more of
the exclusions set forth above that is specially accepted by the Reinsurer
from the Company shall be covered under this Contract and subject to all
of the terms and conditions hereof, except as such terms are modified by
the special acceptance. In the event a reinsurer becomes a
party to this Contract subsequent to one or more special acceptances
hereunder, the new reinsurer shall automatically accept such special
acceptance(s) as being covered hereunder. Further, if one or
more reinsurers under this Contract agreed to special acceptance(s) under
the contract replaced by this Contract, such special acceptance(s) shall
be automatically covered hereunder with respect to the interests and
liabilities of such reinsurer(s), except for special acceptance(s) on
risks that have experienced a material change in exposure (i.e., more than
a 10.0% change in payroll or a new operation that would require a special
acceptance on its own merits).
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A.
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As
respects all losses subject hereto, except losses arising out of an
occurrence of an act of terrorism, as respects each excess layer of
reinsurance coverage provided by this Contract, the Company shall retain
and be liable for the first amount of ultimate net loss (whether involving
any one or any combination of the classes of business covered hereunder,
regardless of the number of policies under which such loss is payable or
the number of different interests insured), shown as “Company’s Retention”
for that excess layer in Schedule A attached hereto, arising out of each
occurrence. The Reinsurer shall then be liable, as respects
each excess layer, for the amount by which such ultimate net loss exceeds
the Company’s retention, but the liability of the Reinsurer shall not
exceed the amount, shown as “Reinsurer’s Per Occurrence Limit” for that
excess layer in Schedule A attached hereto, as respects any one
occurrence.
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B.
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As
respects losses arising out of an occurrence of an act of terrorism, as
respects each excess layer of reinsurance coverage provided hereunder, the
Company shall retain and be liable for the first amount of ultimate net
loss, shown as “Company’s Retention” for that excess layer in Schedule A
attached hereto, arising out of each occurrence. The Reinsurer
shall then be liable, as respects each excess layer, for the amount by
which such ultimate net loss exceeds the Company’s retention, but the
liability of the Reinsurer shall not exceed the amount shown as
“Reinsurer’s Terrorism Per Occurrence Limit” for that excess layer in
Schedule A attached hereto as respects any one occurrence of an act
of terrorism, nor shall it exceed the amount shown as “Reinsurer’s
Contract Year Terrorism Limit” for that excess layer in Schedule A
attached hereto as respects loss or losses arising out of all occurrences
of acts of terrorism during any one contract
year.
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C.
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The
Company deems that the maximum Employers Liability policy limits subject
hereto shall not exceed $2,000,000. Policy limits in excess of
$2,000,000 may be submitted by special acceptance to the Reinsurer for
coverage hereunder, subject to the provisions of paragraph C of the
Exclusions Article.
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Article
VII - Reinstatement
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A.
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In
the event all or any portion of the reinsurance under any excess layer of
reinsurance coverage provided by paragraph A of the Retention and
Limit Article of this Contract is exhausted by loss, the amount so
exhausted shall be reinstated immediately from the time the occurrence
commences hereon.
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1.
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As
respects each amount so reinstated under the first excess layer, the
Company shall pay no additional
premium.
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2.
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As
respects each amount so reinstated under the second excess layer, the
Company agrees to pay additional premium equal to the product of the
following:
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a.
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The
percentage of the occurrence limit for the second excess layer reinstated
(based on the loss paid by the Reinsurer under that excess layer);
times
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b.
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The
earned reinsurance premium for the second excess layer for the contract
year (exclusive of reinstatement
premium).
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B.
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Whenever
the Company requests payment by the Reinsurer of any loss under the second
excess layer that triggers additional reinstatement premium to be paid
hereunder, the Company shall submit a statement to the Reinsurer of
reinstatement premium due the Reinsurer for that excess
layer. If the earned reinsurance premium for the second excess
layer for the contract year has not been finally determined as of the date
of any such statement, the calculation of reinstatement premium due for
that excess layer shall be based on the annual deposit premium for that
excess layer and shall be readjusted when the earned reinsurance premium
for that excess layer for the contract year has been finally
determined. Any reinstatement premium shown to be due the
Reinsurer for the second excess layer as reflected by any such statement
(less prior payments, if any, for that excess layer) shall be payable by
the Company concurrently with payment by the Reinsurer of the requested
loss for that excess layer. Any return reinstatement premium
shown to be due the Company shall be remitted by the Reinsurer as promptly
as possible after receipt and verification of the Company’s
statement.
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C.
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Notwithstanding
anything stated herein, the liability of the Reinsurer under each excess
layer of reinsurance coverage provided by this Contract shall not exceed
any of the following:
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1.
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The
amount, shown as “Reinsurer’s Per Occurrence Limit” for that excess layer
in Schedule A attached hereto, as respects loss or losses arising out
of any one occurrence which is not an act of
terrorism;
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2.
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The
amount, shown as “Reinsurer’s Terrorism Per Occurrence Limit” for that
excess layer in Schedule A attached hereto, as respects loss or
losses arising out of any one occurrence of an act of
terrorism;
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3.
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The
amount, shown as “Reinsurer’s Contract Year Limit” for that excess layer
in Schedule A attached hereto as respects loss or losses arising out
of all occurrences commencing during any one contract year;
or
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4.
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The
amount, shown as “Reinsurer’s Contract Year Terrorism Limit” for that
excess layer in Schedule A attached hereto, as respects loss or
losses arising out of all occurrences of acts of terrorism commencing
during any one contract year.
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Article
VIII - Definitions
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A.
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“Ultimate
net loss” as used herein is defined as the sum or sums (including loss in
excess of policy limits, extra contractual obligations and any loss
adjustment expense, as hereinafter defined) paid or payable by the Company
in settlement of claims and in satisfaction of judgments rendered on
account of such claims, after deduction of all recoveries from
subrogation, all recoveries, and all claims on inuring insurance or
reinsurance, whether collectible or not. Nothing herein shall
be construed to mean that losses under this Contract are not recoverable
until the Company’s ultimate net loss has been
ascertained.
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B.
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“Loss
in excess of policy limits” and “extra contractual obligations” as used
herein shall be defined as follows:
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1.
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“Loss
in excess of policy limits” shall mean 90.0% of any amount paid or payable
by the Company in excess of its policy limits, but otherwise within the
terms of its policy, such loss in excess of the Company’s policy limits
having been incurred because of, but not limited to, failure by the
Company to settle within the policy limits or by reason of the Company’s
alleged or actual negligence or bad faith in rejecting an offer of
settlement or in the preparation of the defense or in the trial of an
action against its insured or reinsured or in the preparation or
prosecution of an appeal consequent upon such an
action.
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2.
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“Extra
contractual obligations” shall mean 90.0% of any punitive, exemplary,
compensatory or consequential damages paid or payable by the Company, not
covered by any other provision of this Contract and which arise from the
handling of any claim on business subject to this Contract, such
liabilities arising because of, but not limited to, failure by the Company
to settle within the policy limits or by reason of the Company’s alleged
or actual negligence or bad faith in rejecting an offer of settlement or
in the preparation of the defense or in the trial of an action against its
insured or reinsured or in the preparation or prosecution of an appeal
consequent upon such an action. An extra contractual obligation
shall be deemed, in all circumstances, to have occurred on the same date
as the loss covered or alleged to be covered under the
policy.
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Notwithstanding
anything stated herein, this Contract shall not apply to any loss in
excess of policy limits or any extra contractual obligation incurred by
the Company as a result of any fraudulent and/or criminal act by any
officer or director of the Company acting individually or collectively or
in collusion with any individual or corporation or any other organization
or party involved in the presentation, defense or settlement of any claim
covered hereunder.
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If
any provision of this paragraph B shall be rendered illegal or
unenforceable by the laws, regulations or public policy of any state, such
provision shall be considered void in such state, but this shall not
affect the validity or enforceability of any other provision of this
Contract or the enforceability of such provision in any other
jurisdiction.
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C.
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“Occurrence”
as used herein is defined as an accident or occurrence or a series of
accidents or occurrences arising out of or caused by one event, whether
involving one or more of the Company’s policies, except
that:
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1.
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As
respects Workers’ Compensation policies, each occupational or industrial
disease or cumulative injury case contracted by an employee of an insured
shall be deemed to have been caused by a separate occurrence commencing
on:
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a.
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The
date of disability for which compensation is payable if the case is
compensable under the Workers’ Compensation
Law;
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b.
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The
date disability due to the disease actually began if the case is not
compensable under the Workers’ Compensation Law;
or
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c.
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The
date of cessation of employment if claim is made after employment has
ceased.
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2.
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Notwithstanding
the provisions of subparagraph 1 above, as respects losses resulting from
occupational or industrial disease and cumulative injury suffered by
employees of an insured for which the employer is liable as a result of a
sudden and accidental event not exceeding 72 hours in duration, all
such losses shall be considered one occurrence and may be combined with
losses not classified as occupational or industrial disease or cumulative
injury which arise out of the same event and the combination of such
losses shall be considered as one occurrence within the meaning
hereof.
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3.
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Notwithstanding
the foregoing, the following shall apply to occurrences involving natural
disasters:
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a.
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An
occurrence shall be limited to damage, injury or loss arising out of a
natural disaster during any continuous 168 hour
period.
|
|
|
b.
|
The
Company may choose the date and time when such 168 hour period commences
and if the occurrence is of greater duration than 168 hours, the Company
may divide such occurrence into two or more occurrences, provided no two
periods overlap and provided no period commences earlier than the date and
time of the first loss to the Company in such
occurrence.
|
|
|
c.
|
“Natural
disaster” shall mean loss caused by the perils of tornado, cyclone,
windstorm, hurricane and hail arising from the same atmospheric
disturbance; earthquake, including ensuing fire, landslide, mudslide,
flood, tidal wave; volcanic eruptions; flood; tides; tidal wave;
landslide/mudslide; and meteors.
|
|
D.
|
“Occupational
or industrial disease” shall mean any abnormal condition that fulfills all
of the following conditions:
|
|
|
1.
|
It
is not traceable to a definite compensable accident occurring during the
employee’s present or past employment;
and
|
|
|
2.
|
It
has been caused by exposure to a disease producing agent or agents present
in the workers’ occupational environment;
and
|
|
|
3.
|
It
has resulted in a disability or
death.
|
|
E.
|
“Cumulative
injury” is any injury that fulfills all of the following
conditions:
|
|
|
1.
|
It
is not traceable to a definite compensable accident occurring during the
employee’s present or past employment;
and
|
|
|
2.
|
It
has occurred from, and has been aggravated by, a repetitive
employment-related activity; and
|
|
|
3.
|
It
has resulted in a disability or
death.
|
|
F.
|
“Loss
adjustment expense” as used herein shall mean expenses assignable to the
investigation, appraisal, adjustment, settlement, litigation, defense
and/or appeal of specific claims, regardless of how such expenses are
classified for statutory reporting purposes. Loss adjustment
expense shall include, but not be limited to, interest on judgments,
expenses of outside adjusters and claim-specific declaratory judgment
expenses or other legal expenses and costs incurred in connection with
coverage questions and legal actions connected thereto, but shall not
include office expenses or salaries of the Company’s regular employees
other than medical management personnel whose cost the Company will xxxx
to specific cases on a time and expense basis. “Loss adjustment
expense” shall not include (i) any fines or penalties assessed by or with
regard to the Racketeer
Influenced and Corrupt Organizations Act (RICO) or any equivalent
state act or (ii) any fines or penalties assessed by any governmental
entity for any type of market
conduct.
|
11
|
G.
|
“Act
of terrorism” as used herein shall include all loss, cost or expense,
including fire following, related directly or indirectly from
either:
|
|
|
1.
|
Any
act of any person or persons either acting on behalf of or in connection
with any organization or group with activities directed towards
overthrowing, intimidating, coercing or influencing any government de jure or de facto or its
populace or its economic, political or social systems, by force, violence,
weapons of mass destruction, disruption or subversion of communication and
information system infrastructures and/or its content thereof, or
sabotage, and/or threat therefrom;
or
|
|
|
2.
|
An
act of terrorism that is certified by the Secretary of Treasury, in
concurrence with the Secretary of State and the Attorney General of the
United States.
|
|
|
Terrorism
losses also include all actual or alleged losses, liabilities, damages,
injuries, defense costs, and costs or expenses directly or indirectly
arising out of, contributed by, caused by, resulting from, or in
connection with any action taken in controlling, preventing, suppressing,
retaliating against, or responding to such
acts.
|
|
|
Notwithstanding
the above, in the event of an occurrence which arises out of an act of
workplace violence and is not consistent with the provisions of
subparagraphs 1 and 2 of this paragraph G, such loss shall
be covered hereunder, subject to the provisions of the Exclusions Article
and all other provisions of this Contract and shall not be considered an
act of terrorism. Further, any occurrence which is not or
cannot be determined, classified or certified in accordance with the
provisions of subparagraphs 1 and 2 of this paragraph G
shall be covered hereunder and not considered an act of
terrorism.
|
|
H.
|
“Declaratory
judgment expenses” as used herein shall mean all expenses incurred by the
Company in connection with declaratory judgment actions brought to
determine the Company’s defense and/or indemnification obligations that
are assignable to specific policies and claims subject to this
Contract. Declaratory judgment expenses shall be deemed to have
been incurred by the Company on the date of the original loss (if any)
giving rise to the declaratory judgment action. In the event
there is no loss other than declaratory judgment expenses with respect to
any claim hereunder, such expenses shall be deemed loss for purposes of
this Contract.
|
Article
IX - Other Reinsurance
|
A.
|
The
Company shall be permitted to carry facultative reinsurance, recoveries
under which shall inure to the benefit of this
Contract.
|
|
B.
|
The
Company shall be permitted to carry underlying quota share reinsurance and
underlying excess reinsurance, recoveries under which shall inure solely
to the benefit of the Company and be entirely disregarded in applying all
of the provisions of this Contract.
|
12
|
A.
|
Any
loss reimbursement the Company receives from the United States Government
under the Terrorism Risk Insurance Act of 2002, as amended by the
Terrorism Risk Insurance Extension Act of 2005 and any subsequent
amendments or extensions thereof (together the “Terrorism Act”) as a
result of occurrences commencing during each contract year shall inure to
the benefit of this Contract in the proportion that the Company’s insured
losses (as defined in the Terrorism Act) in that occurrence under policies
reinsured under this Contract bear to the Company’s total insured losses
in that occurrence.
|
|
B.
|
If
a loss reimbursement received by the Company under the Terrorism Act is
based on the Company’s insured losses in more than one occurrence and the
United States Government does not designate the amount allocable to each
occurrence, the reimbursement shall be prorated in the proportion that the
Company’s insured losses in each occurrence bear to the Company’s total
insured losses arising out of all occurrences to which the recovery
applies.
|
Article
XI - Annuities at Company’s Option
|
A.
|
Whenever
the Company is required, or elects, to purchase an annuity or to negotiate
a structured settlement in excess of the retention of this Contract,
either in satisfaction of a judgment or in an out-of-court settlement or
otherwise, the cost of the annuity or the structured settlement, as the
case may be, shall be deemed part of the Company’s ultimate net loss,
provided such annuity or structured settlement terms grant the Company
full and final release as respects the indemnity portion of the
settlement. Additionally, it is the Company’s intent to place
all annuities or structured settlements with a carrier whose
A.M. Best’s rating is “A” or
better.
|
|
B.
|
The
terms “annuity” or “structured settlement” shall be understood to mean any
insurance policy, lump sum payment, agreement or device of whatever nature
resulting in the payment of a lump sum by the Company in settlement of any
or all future liabilities which may attach to it as a result of an
occurrence.
|
|
C.
|
In
the event the Company purchases an annuity which inures in whole or in
part to the benefit of the Reinsurer, it is understood that the liability
of the Reinsurer is not released thereby. In the event the Company is
required to provide benefits not provided by the annuity for whatever
reason, the Reinsurer shall pay its share of any
loss.
|
Article
XII - Claims
|
A.
|
Whenever
a claim or settlement by the Company hereunder is for an amount greater
than $1,000,000 and/or whenever a claim appears likely to result in a
claim under this Contract, the Company shall notify the
Reinsurer. Further, the Company shall notify the Reinsurer
whenever a claim involves a fatality, amputation, spinal cord damage,
brain damage, blindness or extensive xxxxx, regardless of liability,
including all subsequent developments. The Reinsurer shall have
the right to participate, at its own expense, in the defense of any claim
or suit or proceeding involving this reinsurance. The Company
shall also provide any additional information that from time to time may
be reasonably required by the Reinsurer to ascertain liability under this
Contract.
|
13
|
B.
|
All
claim settlements made by the Company, provided such settlements are
within the terms of this Contract, shall be binding upon the Reinsurer,
and the Reinsurer agrees to pay all amounts for which it is liable upon
receipt of reasonable evidence of the amount paid by the
Company.
|
|
A.
|
In
the event a Subscribing Reinsurer meets one or more of the following
conditions, the Company may require a commutation of that portion of any
excess loss hereunder represented by any outstanding claim or claims,
including any related loss adjustment
expense:
|
|
|
1.
|
The
Subscribing Reinsurer’s A.M. Best’s rating has been assigned or downgraded
below A- (including any “Not Rated” rating) and/or Standard & Poor’s
rating has been assigned or downgraded below BBB+ (includes any “NR”
rating); or
|
|
|
2.
|
The
Subscribing Reinsurer has ceased assuming new and renewal property and
casualty treaty reinsurance
business.
|
|
|
“Outstanding
claim or claims” shall be defined as known or unknown claims, including
any billed yet unpaid claims. However, unless otherwise
mutually agreed, this paragraph A shall not apply unless the
outstanding claim or claims is for an amount not less than
$5,000.
|
|
B.
|
If
the Company elects to require commutation as provided in paragraph A
above, the Company shall submit a Statement of Valuation of the
outstanding claim or claims as of the last day of the month immediately
preceding the month in which the Company elects to require commutation, as
determined by the Company. Such Statement of Valuation shall
include the elements considered reasonable to establish the excess loss
and shall set forth or attach the information relied upon by the Company
and the methodology employed to calculate the excess loss. The
Subscribing Reinsurer shall then pay the amount requested within 30
calendar days of receipt of such Statement of Valuation, unless the
Subscribing Reinsurer needs additional information from the Company to
assess the Company’s Statement of Valuation or contests such
amount.
|
|
C.
|
If
the Subscribing Reinsurer needs additional information from the Company to
assess the Company’s Statement of Valuation or contests the amount
requested, the Subscribing Reinsurer shall so notify the Company within 15
calendar days of receipt of the Company’s Statement of
Valuation. The Company shall supply any reasonably requested
information to the Subscribing Reinsurer within 15 calendar days of
receipt of the notification. Within 30 calendar days of
the date of the notification or of the receipt of the information,
whichever is later, the Subscribing Reinsurer shall provide the Company
with its Statement of Valuation of the outstanding claim or claims as of
the last day of the month immediately preceding the month in which the
Company elects to require commutation, as determined by the Subscribing
Reinsurer. Such Statement of Valuation shall include the
elements considered reasonable to establish the excess loss and shall set
forth or attach the information relied upon by the Subscribing Reinsurer
and the methodology employed to calculate the excess
loss.
|
14
|
D.
|
If
agreement, as outlined in paragraphs A, B and C, cannot be reached,
either party can abandon the commutation effort, or the Company and the
Subscribing Reinsurer may seek to settle any difference by mutually
appointing an independent actuary.
|
|
E.
|
If
the parties cannot agree on an acceptable independent actuary within 15
calendar days of the date of the Subscribing Reinsurer’s Statement of
Valuation, then each party shall appoint an actuary as party arbitrators
for the limited and sole purpose of selecting an independent
actuary. If the actuaries cannot agree on an acceptable
independent actuary within 15 calendar days of the date of the Subscribing
Reinsurer’s Statement of Valuation, the Company shall supply the
Subscribing Reinsurer with a list of at least three proposed independent
actuaries, and the Subscribing Reinsurer shall select the independent
actuary from that list.
|
|
F.
|
Upon
selection of the independent actuary, both parties shall present their
respective written submissions to the independent actuary. The
independent actuary may, at his or her discretion, request additional
information. The independent actuary shall issue his or her
decision within 45 calendar days after the written submissions have been
filed and any additional information has been
provided.
|
|
G.
|
The
decision of the independent actuary shall be final and
binding. The expense of the independent actuary shall be
equally divided between the two parties. For the purposes of
this Article, unless mutually agreed otherwise, an “independent actuary”
shall be an actuary who satisfies each of the following
criteria:
|
|
|
1.
|
Is
regularly engaged in the valuation of claims resulting from lines of
business subject to this Contract;
and
|
|
|
2.
|
Is
either a Fellow of the Casualty Actuarial Society or of the American
Academy of Actuaries; and
|
|
|
3.
|
Is
disinterested and impartial regarding this
commutation.
|
|
H.
|
Notwithstanding
paragraphs A, B and C above, in the event that the Subscribing Reinsurer
no longer meets any of the conditions specified in subparagraph 1 or 2 in
paragraph A above, this commutation may continue on a mutually agreed
basis.
|
|
I.
|
Payment
by the Subscribing Reinsurer of the amount requested in accordance with
paragraph B, C or F above, shall release the Subscribing Reinsurer
from all further liability for outstanding claim or claims, known or
unknown, under this Contract and shall release the Company from all
further liability for payments of salvage or subrogation amounts, known or
unknown, to the Subscribing Reinsurer under this
Contract.
|
|
J.
|
In
the event of any conflict between this Article and any other article of
this Contract, the terms of this Article shall
control.
|
|
K.
|
This
Article shall survive the termination of this
Contract.
|
15
The
Reinsurer shall be credited with recoveries from salvage (i.e., reimbursement
obtained or recovery made by the Company, less the actual cost, excluding
salaries of officials and employees of the Company and sums paid to attorneys as
retainer, of obtaining such reimbursement or making such recovery) on account of
claims and settlements involving reinsurance hereunder. Recoveries
therefrom shall always be used to reimburse the excess carriers in the reverse
order of their priority according to their participation before being used in
any way to reimburse the Company for its primary loss. The Company
hereby agrees to enforce its rights to salvage or subrogation relating to any
loss, a part of which loss was sustained by the Reinsurer, and to prosecute all
claims arising out of such rights if, in the Company’s opinion, it is
economically reasonable to do so.
Article
XV - Premium
|
A.
|
As
premium for each excess layer of reinsurance coverage provided by this
Contract, the Company shall pay the Reinsurer the greater of the following
for each contract year (except the runoff contract year, if
any):
|
|
|
1.
|
The
amount (or pro rata portion thereof if this Contract is terminated prior
to the end of any 12-month contract year in accordance with the provisions
of the Special Termination Article), shown as “Annual Minimum Premium” for
that excess layer in Schedule A attached hereto;
or
|
|
|
2.
|
The
percentage, shown as “Premium Rate” for that excess layer in
Schedule A attached hereto, of the Company’s net earned premium for
the contract year.
|
|
B.
|
The
Company shall pay the Reinsurer an annual deposit premium for each excess
layer of the amount, shown as “Annual Deposit Premium” for that excess
layer in Schedule A attached hereto, in four equal installments of
the amount, shown as “Quarterly Deposit Premium” for that excess layer in
Schedule A attached hereto, on January 1, April 1,
July 1 and October 1 of each contract year (except the runoff
contract year, if any). However, no deposit premium
installments shall be due after the effective date of
termination.
|
|
C.
|
Within
60 days following the end of each contract year (except the runoff
contract year, if any), the Company shall provide a report to the
Reinsurer setting forth the premium due hereunder for each excess layer
for the contract year, computed in accordance with paragraph A, and
any additional premium due the Reinsurer for each such excess layer shall
be remitted by the Company with its report. If the premium so
computed for any excess layer is less than the previously paid, but more
than the minimum premium, for that excess layer, the balance shall be
returned by the Reinsurer to the Company within 30 days of the
report.
|
|
D.
|
In
the event this Contract is terminated on a “runoff” basis, the Company
shall pay the Reinsurer premium for each excess layer for the runoff
contract year equal to the percentage, shown as “Premium Rate” for that
excess layer in Schedule A attached hereto, of the Company’s net earned
premium applicable to subject business for that excess layer during the
runoff contract year. Within 30 days following the end of
each three-month period during the runoff contract year, the Company shall
provide a report to the Reinsurer setting forth the premium due hereunder
for each excess layer for the applicable three-month period, computed in
accordance with this paragraph, and such premium shall be remitted by the
Company with its report.
|
16
|
E.
|
“Net
earned premium” as used herein is defined as the Company’s gross earned
premium for the classes of business subject to this Contract (exclusive of
premium for business covered by the Minnesota Workers’ Compensation
Reinsurance Association), adjusted for experience modification, discounts,
credits, surcharges, expense constants and deductible credits, plus or
minus the Reinsurer’s pro rata share of any premium arising from audit
adjustments, minus premiums paid for facultative reinsurance which inures
to the benefit of this Contract.
|
Article
XVI - Late Payments
|
A.
|
The
provisions of this Article shall not be implemented unless
specifically invoked, in writing, by one of the parties to this
Contract.
|
|
B.
|
In
the event any premium, loss or other payment due either party is not
received by the intermediary named in the Intermediary Article (BRMA 23A)
(hereinafter referred to as the “Intermediary”) by the payment due date,
the party to whom payment is due may, by notifying the Intermediary in
writing, require the debtor party to pay, and the debtor party agrees to
pay, an interest penalty on the amount past due calculated for each such
payment on the last business day of each month as
follows:
|
|
|
1.
|
The
number of full days which have expired since the due date or the last
monthly calculation, whichever the lesser;
times
|
|
|
2.
|
1/365ths
of the six-month United States Treasury Xxxx rate as quoted in The Wall Street Journal
on the first business day of the month for which the calculation is
made; times
|
|
|
3.
|
The
amount past due, including accrued
interest.
|
|
|
It
is agreed that interest shall accumulate until payment of the original
amount due plus interest penalties have been received by the
Intermediary.
|
|
C.
|
The
establishment of the due date shall, for purposes of this Article, be
determined as follows:
|
|
|
1.
|
As
respects the payment of routine deposits and premiums due the Reinsurer,
the due date shall be as provided for in the applicable section of this
Contract. In the event a due date is not specifically stated
for a given payment, it shall be deemed due 30 days after the date of
transmittal by the Intermediary of the initial billing for each such
payment.
|
|
|
2.
|
Any
claim or loss payment due the Company hereunder shall be deemed due
30 days after the proof of loss and demand for payment is transmitted
to the Reinsurer. If such loss or claim payment is not received
within the 30 days, interest will accrue on the payment or amount
overdue in accordance with paragraph B above, from the date the proof
of loss and demand for payment was transmitted to the
Reinsurer.
|
17
|
|
3.
|
As
respects any payment, adjustment or return due either party not otherwise
provided for in subparagraphs 1 and 2 above, the due date shall be as
provided for in the applicable section of this Contract. In the
event a due date is not specifically stated for a given payment, it shall
be deemed due 30 days following transmittal of written notification
that the provisions of this Article have been
invoked.
|
|
|
For
purposes of interest calculations only, amounts due hereunder shall be
deemed paid upon receipt by the
Intermediary.
|
|
D.
|
Nothing
herein shall be construed as limiting or prohibiting a Subscribing
Reinsurer from contesting the validity of any claim, or from participating
in the defense of any claim or suit, or prohibiting either party from
contesting the validity of any payment or from initiating any arbitration
or other proceeding in accordance with the provisions of this
Contract. If the debtor party prevails in an arbitration or
other proceeding, then any interest penalties due hereunder on the amount
in dispute shall be null and void. If the debtor party loses in
such proceeding, then the interest penalty on the amount determined to be
due hereunder shall be calculated in accordance with the provisions set
forth above unless otherwise determined by such proceedings. If
a debtor party advances payment of any amount it is contesting, and proves
to be correct in its contestation, either in whole or in part, the other
party shall reimburse the debtor party for any such excess payment made
plus interest on the excess amount calculated in accordance with this
Article.
|
|
E.
|
Interest
penalties arising out of the application of this Article that are
$50,000 or less from any party shall be waived unless there is a pattern
of late payments consisting of three or more items over the course of any
12-month period.
|
Article
XVII - Offset
Each
party hereto has the right, which may be exercised at any time, to offset any
amounts, whether on account of premiums or losses or otherwise, due from such
party to another party under this Contract or any other reinsurance contract
heretofore or hereafter entered into between them, against any amounts, whether
on account of premiums or losses or otherwise due from the latter party to the
former party. The party asserting the right of offset may exercise
this right, whether as assuming or ceding insurer or in both roles in the
relevant agreement or agreements.
The
Reinsurer or its designated representatives shall have access at any reasonable
time to all records of the Company which pertain in any way to this
reinsurance.
|
A.
|
The
liability of the Reinsurer shall follow that of the Company in every case
and be subject in all respects to all the general and specific
stipulations, clauses, waivers and modifications of the Company’s policies
and any endorsements thereon. However, in no event shall this
be construed in any way to provide coverage outside the terms and
conditions set forth in this
Contract.
|
18
|
B.
|
Nothing
herein shall in any manner create any obligations or establish any rights
against the Reinsurer in favor of any third party or any persons not
parties to this Contract.
|
Article
XX - Net Retained Lines (BRMA 32E)
|
A.
|
This
Contract applies only to that portion of any policy which the Company
retains net for its own account (prior to deduction of any underlying
reinsurance specifically permitted in this Contract), and in calculating
the amount of any loss hereunder and also in computing the amount or
amounts in excess of which this Contract attaches, only loss or losses in
respect of that portion of any policy which the Company retains net for
its own account shall be included.
|
|
B.
|
The
amount of the Reinsurer’s liability hereunder in respect of any loss or
losses shall not be increased by reason of the inability of the Company to
collect from any other reinsurer(s), whether specific or general, any
amounts which may have become due from such reinsurer(s), whether such
inability arises from the insolvency of such other reinsurer(s) or
otherwise.
|
Article
XXI - Errors and Omissions (BRMA
14F)
Inadvertent
delays, errors or omissions made in connection with this Contract or any
transaction hereunder shall not relieve either party from any liability which
would have attached had such delay, error or omission not occurred, provided
always that such error or omission is rectified as soon as possible after
discovery.
Article
XXII - Currency (BRMA 12A)
|
A.
|
Whenever
the word “Dollars” or the “$” sign appears in this Contract, they shall be
construed to mean United States Dollars and all transactions under this
Contract shall be in United States
Dollars.
|
|
B.
|
Amounts
paid or received by the Company in any other currency shall be converted
to United States Dollars at the rate of exchange at the date such
transaction is entered on the books of the
Company.
|
Article
XXIII - Taxes (BRMA 50B)
In
consideration of the terms under which this Contract is issued, the Company will
not claim a deduction in respect of the premium hereon when making tax returns,
other than income or profits tax returns, to any state or territory of the
United States of America or the District of Columbia.
19
Article
XXIV - Federal Excise Tax (BRMA 17D)
|
A.
|
The
Reinsurer has agreed to allow for the purpose of paying the Federal Excise
Tax the applicable percentage of the premium payable hereon (as imposed
under Section 4371 of the Internal Revenue Code) to the extent such
premium is subject to the Federal Excise
Tax.
|
|
B.
|
In
the event of any return of premium becoming due hereunder the Reinsurer
will deduct the applicable percentage from the return premium payable
hereon and the Company or its agent should take steps to recover the tax
from the United States Government.
|
(Applies
only to a reinsurer which (1) does not qualify for full credit with any
insurance regulatory authority having jurisdiction over the Company’s reserves,
or (2) which is or becomes rated “B++” or lower or holds a “Not Rated” rating by
A.M. Best or is or becomes rated “BBB+” or lower or holds an “NR” rating by
Standard & Poor’s, unless the reinsurer has an A.M. Best’s rating of “A” or
better or Standard & Poor’s rating of “A” or better and group policyholders’
surplus equal to or above $2,000,000,000 at the inception of this
Contract)
|
A.
|
As
regards policies or bonds issued by the Company coming within the scope of
this Contract, the Company agrees that when it shall file with the
insurance regulatory authority or set up on its books reserves for losses
covered hereunder which it shall be required by law to set up, it will
forward to the Reinsurer a statement showing the proportion of such
reserves which is applicable to the Reinsurer. The Reinsurer
hereby agrees to fund such reserves in respect of known outstanding losses
that have been reported to the Reinsurer and allocated loss adjustment
expense relating thereto, losses and loss adjustment expense paid by the
Company but not recovered from the Reinsurer, plus reserves for losses and
loss adjustment expense incurred but not reported, as shown in the
statement prepared by the Company (hereinafter referred to as “Reinsurer’s
Obligations”) by Regulation 114 trust accounts, funds withheld, cash
advances or a Letter of Credit, or combination thereof. For
purposes of this Contract, the Lloyd’s United States Credit for
Reinsurance Trust Fund and the Hannover Re U.S. Master Trust shall be
considered acceptable funding instruments. The Reinsurer shall
have the option of determining the method of funding provided it is
acceptable to the insurance regulatory authorities having jurisdiction
over the Company’s reserves.
|
|
B.
|
When
funding by a Letter of Credit, the Reinsurer agrees to apply for and
secure timely delivery to the Company of a clean, irrevocable and
unconditional Letter of Credit issued by a bank meeting the NAIC
Securities Valuation Office credit standards for issuers of Letters of
Credit and containing provisions acceptable to the insurance regulatory
authorities having jurisdiction over the Company’s reserves in an amount
equal to the Reinsurer’s proportion of said reserves. Such
Letter of Credit shall be issued for a period of not less than one year,
and shall contain an “evergreen” clause, which automatically extends the
term for one year from its date of expiration or any future expiration
date unless 30 days (60 days where required by insurance
regulatory authorities) prior to any expiration date the issuing bank
shall notify the Company by certified or registered mail that the issuing
bank elects not to consider the Letter of Credit extended for any
additional period.
|
20
|
C.
|
The
Reinsurer and Company agree that the Letters of Credit provided by the
Reinsurer pursuant to the provisions of this Contract may be drawn upon at
any time, notwithstanding any other provision of this Contract, and be
utilized by the Company or any successor, by operation of law, of the
Company including, without limitation, any liquidator, rehabilitator,
receiver or conservator of the Company for the following purposes, unless
otherwise provided for in a separate Trust
Agreement:
|
|
|
1.
|
To
reimburse the Company for the Reinsurer’s Obligations, the payment of
which is due under the terms of this Contract and which has not been
otherwise paid;
|
|
|
2.
|
To
make refund of any sum which is in excess of the actual amount required to
pay the Reinsurer’s Obligations under this Contract, if so requested by
the Reinsurer;
|
|
|
3.
|
To
fund an account with the Company for the Reinsurer’s
Obligations. Such cash deposit shall be held in an interest
bearing account separate from the Company’s other assets, and interest
thereon not in excess of the prime rate shall accrue to the benefit of the
Reinsurer;
|
|
|
4.
|
To
pay the Reinsurer’s share of any other amounts the Company claims are due
under this Contract.
|
|
|
In
the event the amount drawn by the Company on any Letter of Credit is in
excess of the actual amount required for subparagraphs 1 or 3, or in the
case of subparagraph 4, the actual amount determined to be due, the
Company shall promptly return to the Reinsurer the excess amount so
drawn. All of the foregoing shall be applied without diminution
because of insolvency on the part of the Company or the
Reinsurer.
|
|
D.
|
The
issuing bank shall have no responsibility whatsoever in connection with
the propriety of withdrawals made by the Company or the disposition of
funds withdrawn, except to ensure that withdrawals are made only upon the
order of properly authorized representatives of the
Company.
|
|
E.
|
At
quarterly intervals and on an estimated basis 45 days prior to each
December 31, or more frequently as agreed but never more frequently than
quarterly, the Company shall prepare a specific statement of the
Reinsurer’s Obligations, for the sole purpose of amending the Letter of
Credit, in the following manner:
|
|
|
1.
|
If
the statement shows that the Reinsurer’s Obligations exceed the balance of
credit as of the statement date, the Reinsurer shall, within 30 days
after receipt of notice of such excess, secure delivery to the Company of
an amendment to the Letter of Credit increasing the amount of credit by
the amount of such difference.
|
|
|
2.
|
If,
however, the statement shows that the Reinsurer’s Obligations are less
than the balance of credit as of the statement date, the Company shall,
within 30 days after receipt of written request from the Reinsurer,
release such excess credit by agreeing to secure an amendment to the
Letter of Credit reducing the amount of credit available by the amount of
such excess credit.
|
21
|
A.
|
In
the event of the insolvency of one or more of the reinsured companies,
this reinsurance shall be payable directly to the company or to its
liquidator, receiver, conservator or statutory successor on the basis of
the liability of the company without diminution because of the insolvency
of the company or because the liquidator, receiver, conservator or
statutory successor of the company has failed to pay all or a portion of
any claim. It is agreed, however, that the liquidator,
receiver, conservator or statutory successor of the company shall give
written notice to the Reinsurer of the pendency of a claim against the
company indicating the policy or bond reinsured which claim would involve
a possible liability on the part of the Reinsurer within a reasonable time
after such claim is filed in the conservation or liquidation proceeding or
in the receivership, and that during the pendency of such claim, the
Reinsurer may investigate such claim and interpose, at its own expense, in
the proceeding where such claim is to be adjudicated, any defense or
defenses that it may deem available to the company or its liquidator,
receiver, conservator or statutory successor. The expense thus
incurred by the Reinsurer shall be chargeable, subject to the approval of
the Court, against the company as part of the expense of conservation or
liquidation to the extent of a pro rata share of the benefit which may
accrue to the company solely as a result of the defense undertaken by the
Reinsurer.
|
|
B.
|
Where
two or more reinsurers are involved in the same claim and a majority in
interest elect to interpose defense to such claim, the expense shall be
apportioned in accordance with the terms of this Contract as though such
expense had been incurred by the
company.
|
|
C.
|
It
is further understood and agreed that, in the event of the insolvency of
one or more of the reinsured companies, the reinsurance under this
Contract shall be payable directly by the Reinsurer to the company or to
its liquidator, receiver or statutory successor, except as provided by
Section 4118(a) of the New York Insurance Law or except (1) where this
Contract specifically provides another payee of such reinsurance in the
event of the insolvency of the company or (2) where the Reinsurer with the
consent of the direct insured or insureds has assumed such policy
obligations of the company as direct obligations of the Reinsurer to the
payees under such policies and in substitution for the obligations of the
company to such payees.
|
Article
XXVII - Arbitration
|
A.
|
As
a condition precedent to any right of action hereunder, in the event of
any dispute or difference of opinion hereafter arising with respect to
this Contract, it is hereby mutually agreed that such dispute or
difference of opinion shall be submitted to arbitration. One
Arbiter shall be chosen by the Company, the other by the Reinsurer, and an
Umpire shall be chosen by the two Arbiters before they enter upon
arbitration, all of whom shall be active or retired disinterested
executive officers of insurance or reinsurance companies or Lloyd’s London
Underwriters. In the event that either party should fail to
choose an Arbiter within 30 days following a written request by the
other party to do so, the requesting party may choose two Arbiters who
shall in turn choose an Umpire before entering upon
arbitration. If the two Arbiters fail to agree upon the
selection of an Umpire within 30 days following their appointment,
the Umpire shall be appointed in accordance with the procedures of the
American Arbitration Association.
|
22
|
B.
|
Each
party shall present its case to the Arbiters within 30 days following the
date of appointment of the Umpire. The Arbiters shall consider
this Contract as an honorable engagement rather than merely as a legal
obligation and they are relieved of all judicial formalities and may
abstain from following the strict rules of law. The decision of
the Arbiters shall be final and binding on both parties; but failing to
agree, they shall call in the Umpire and the decision of the majority
shall be final and binding upon both parties. Judgment upon the
final decision of the Arbiters may be entered in any court of competent
jurisdiction.
|
|
C.
|
If
more than one reinsurer is involved in the same dispute, all such
reinsurers shall constitute and act as one party for purposes of this
Article and communications shall be made by the Company to each of the
reinsurers constituting one party, provided, however, that nothing herein
shall impair the rights of such reinsurers to assert several, rather than
joint, defenses or claims, nor be construed as changing the liability of
the reinsurers participating under the terms of this Contract from several
to joint.
|
|
D.
|
Each
party shall bear the expense of its own Arbiter, and shall jointly and
equally bear with the other the expense of the Umpire and of the
arbitration. In the event that the two Arbiters are chosen by
one party, as above provided, the expense of the Arbiters, the Umpire and
the arbitration shall be equally divided between the two
parties.
|
|
E.
|
Any
arbitration proceedings shall take place at a location mutually agreed
upon by the parties to this Contract, but notwithstanding the location of
the arbitration, all proceedings pursuant hereto shall be governed by the
law of the state in which the Company has its principal
office.
|
Article
XXVIII - Service of Suit (BRMA 49C)
(Applicable
if the Reinsurer is not domiciled in the United States of America, and/or is not
authorized in any State, Territory or District of the United States where
authorization is required by insurance regulatory authorities)
|
A.
|
It
is agreed that in the event the Reinsurer fails to pay any amount claimed
to be due hereunder, the Reinsurer, at the request of the Company, will
submit to the jurisdiction of a court of competent jurisdiction within the
United States. Nothing in this Article constitutes or should be
understood to constitute a waiver of the Reinsurer’s rights to commence an
action in any court of competent jurisdiction in the United States, to
remove an action to a United States District Court, or to seek a transfer
of a case to another court as permitted by the laws of the United States
or of any state in the United
States.
|
|
B.
|
Further,
pursuant to any statute of any state, territory or district of the United
States which makes provision therefor, the Reinsurer hereby designates the
party named in its Interests and Liabilities Agreement, or if no party is
named therein, the Superintendent, Commissioner or Director of Insurance
or other officer specified for that purpose in the statute, or his
successor or successors in office, as its true and lawful attorney upon
whom may be served any lawful process in any action, suit or proceeding
instituted by or on behalf of the Company or any beneficiary hereunder
arising out of this Contract.
|
23
If more
than one reinsured company is named as a party to this Contract, the first named
company shall be deemed the agent of the other reinsured companies (subject to
the provisions of the Insolvency Article) for purposes of sending or receiving
notices required by the terms and conditions of this Contract, and for purposes
of remitting or receiving any monies due any party.
Article
XXX - Governing Law (BRMA 71B)
This
Contract shall be governed by and construed in accordance with the laws of the
State of Florida.
Article
XXXI - Intermediary (BRMA 23A)
Xxxxxxxx
Inc. is hereby recognized as the Intermediary negotiating this Contract for all
business hereunder. All communications (including but not limited to
notices, statements, premium, return premium, commissions, taxes, losses, loss
adjustment expense, salvages and loss settlements) relating thereto shall be
transmitted to the Company or the Reinsurer through Xxxxxxxx
Inc. Payments by the Company to the Intermediary shall be deemed to
constitute payment to the Reinsurer. Payments by the Reinsurer to the
Intermediary shall be deemed to constitute payment to the Company only to the
extent that such payments are actually received by the Company.
In Witness Whereof, the
Company by its duly authorized representative has executed this Contract as of
the date undermentioned at:
Xxxxx
Xxxx Xxxxx, Xxxxxxx, this ________ day of ___________________ in the year
________.
__________________________________________________________
AmCOMP
Preferred Insurance Company
AmCOMP
Assurance Corporation
any and
all insurance companies which are now or hereafter come under
the same
ownership or management as the AmCOMP Group
24
Schedule A
Excess
Workers’ Compensation
Reinsurance
Contract
Effective: January
1, 2008
issued
to
AmCOMP
Preferred Insurance Company
North
Palm Beach, Florida
AmCOMP
Assurance Corporation
North
Palm Beach, Florida
and
any and
all insurance companies which are now or
hereafter
come under the same ownership or management as the
AmCOMP
Group
North
Palm Beach, Florida
|
First
Excess
|
Second
Excess
|
|||||||
|
Company’s
Retention
|
$ | 2,000,000 | $ | 5,000,000 | ||||
|
Reinsurer’s
Per Occurrence Limit
|
$ | 3,000,000 | $ | 5,000,000 | ||||
|
Reinsurer’s
Terrorism Per Occurrence Limit
|
$ | 3,000,000 | $ | 5,000,000 | ||||
|
Reinsurer’s
Contract Year Limit
|
$ | 21,000,000 | $ | 10,000,000 | ||||
|
Reinsurer’s
Contract Year Terrorism Limit
|
$ | 3,000,000 | $ | 5,000,000 | ||||
|
Annual
Minimum Premium
|
$ | 4,092,000 | $ | 1,000,000 | ||||
|
Premium
Rate
|
2.2000 | % | 0.5376 | % | ||||
|
Annual
Deposit Premium
|
$ | 5,115,000 | $ | 1,250,000 | ||||
|
Quarterly
Deposit Premium
|
$ | 1,278,750 | $ | 312,500 | ||||
The
figures listed above for each excess layer shall apply to each Subscribing
Reinsurer in the percentage share for that excess layer as expressed in its
Interests and Liabilities Agreement attached hereto.
Schedule
A
Nuclear
Incident Exclusion Clause - Liability - Reinsurance (U.S.A.)
(Approved
by Lloyd’s Underwriters’ Fire and Non-Marine Association)
|
(1)
|
This
reinsurance does not cover any loss or liability accruing to the Reassured
as a member of, or subscriber to, any association of insurers or
reinsurers formed for the purpose of covering nuclear energy risks or as a
direct or indirect reinsurer of any such member, subscriber or
association.
|
|
(2)
|
Without
in any way restricting the operation of paragraph (1) of this Clause it is
understood and agreed that for all purposes of this reinsurance all the
original policies of the Reassured (new, renewal and replacement) of the
classes specified in Clause II of this paragraph (2) from the time
specified in Clause III in this paragraph (2) shall be deemed to include
the following provision (specified as the Limited Exclusion
Provision):
|
|
|
I.
|
It
is agreed that the policy does not apply under any liability coverage,
to
|
|
|
(injury, sickness, disease,
death or destruction
|
|
|
(bodily
injury or property damage
|
|
|
with
respect to which an insured under the policy is also an insured under a
nuclear energy liability policy issued by Nuclear Energy Liability
Insurance Association, Mutual Atomic Energy Liability Underwriters or
Nuclear Insurance Association of Canada, or would be an insured under any
such policy but for its termination upon exhaustion of its limit of
liability.
|
|
|
II.
|
Family
Automobile Policies (liability only), Special Automobile Policies (private
passenger automobiles, liability only), Farmers Comprehensive Personal
Liability Policies (liability only), Comprehensive Personal Liability
Policies (liability only) or policies of a similar nature; and the
liability portion of combination forms related to the four classes of
policies stated above, such as the Comprehensive Dwelling Policy and the
applicable types of Homeowners
Policies.
|
|
|
III.
|
The
inception dates and thereafter of all original policies as described in II
above, whether new, renewal or replacement, being policies which
either
|
|
|
(a)
|
become
effective on or after 1st May, 1960,
or
|
|
|
(b)
|
become
effective before that date and contain the Limited Exclusion Provision set
out above;
|
|
|
provided
this paragraph (2) shall not be applicable to Family Automobile Policies,
Special Automobile Policies, or policies or combination policies of a
similar nature, issued by the Reassured on New York risks, until 90 days
following approval of the Limited Exclusion Provision by the Governmental
Authority having jurisdiction
thereof.
|
|
(3)
|
Except
for those classes of policies specified in Clause II of paragraph (2) and
without in any way restricting the operation of paragraph (1) of this
Clause, it is understood and agreed that for all purposes of this
reinsurance the original liability policies of the Reassured (new, renewal
and replacement) affording the following
coverages:
|
|
|
Owners,
Landlords and Tenants Liability, Contractual Liability, Elevator
Liability, Owners or Contractors (including railroad) Protective
Liability, Manufacturers and Contractors Liability, Product Liability,
Professional and Malpractice Liability, Storekeepers Liability, Garage
Liability, Automobile Liability (including Massachusetts Motor Vehicle or
Garage Liability)
|
|
|
shall
be deemed to include, with respect to such coverages, from the time
specified in Clause V of this paragraph (3), the following provision
(specified as the Broad Exclusion
Provision):
|
|
|
Broad
Exclusion Provision.*
|
|
|
It
is agreed that the policy does not
apply:
|
|
|
I.
|
Under
any Liability Coverage to
|
|
|
(injury, sickness, disease,
death or destruction
|
|
|
(bodily
injury or property damage
|
|
|
(a)
|
with
respect to which an insured under the policy is also an insured under a
nuclear energy liability policy issued by Nuclear Energy Liability
Insurance Association, Mutual Atomic Energy Liability Underwriters or
Nuclear Insurance Association of Canada, or would be an insured under any
such policy but for its termination upon exhaustion of its limit of
liability; or
|
|
|
(b)
|
resulting
from the hazardous properties of nuclear material and with respect to
which (1) any person or organization is required to maintain financial
protection pursuant to the Atomic Energy Act of 1954, or any law
amendatory thereof, or (2) the insured is, or had this policy not been
issued would be, entitled to indemnity from the United States of America,
or any agency thereof, under any agreement entered into by the United
States of America, or any agency thereof, with any person or
organization.
|
Page 1 of
2
|
|
II.
|
Under
any Medical Payments Coverage, or under any Supplementary Payments
Provision relating to
|
|
|
(immediate medical or surgical
relief
|
|
|
(first
aid,
|
|
|
to
expenses incurred with respect to
|
|
|
(bodily injury, sickness,
disease or death
|
|
|
(bodily
injury
|
|
|
resulting
from the hazardous properties of nuclear material and arising out of the
operation of a nuclear facility by any person or
organization.
|
|
|
III.
|
Under
any Liability Coverage to
|
|
|
(injury, sickness, disease,
death or destruction
|
|
|
(bodily
injury or property damage
|
|
|
resulting
from the hazardous properties of nuclear material,
if
|
|
(a)
|
the
nuclear material (1) is at any nuclear facility owned by, or operated by
or on behalf of, an insured or (2) has been discharged or dispersed
therefrom;
|
||
|
|
(b)
|
the
nuclear material is contained in spent fuel or waste at any time
possessed, handled, used, processed, stored, transported or disposed of by
or on behalf of an insured; or
|
|
|
(c)
|
the
|
|
(injury, sickness, disease,
death or destruction
|
|
|
|
(bodily
injury or property damage
|
|
|
arises
out of the furnishing by an insured of services, materials, parts or
equipment in connection with the planning, construction, maintenance,
operation or use of any nuclear facility, but if such facility is located
within the United States of America, its territories, or possessions or
Canada, this exclusion (c) applies only
to
|
|
|
(injury to or destruction of
property at such nuclear
facility
|
|
|
(property
damage to such nuclear facility and any property
thereat.
|
|
|
IV.
|
As
used in this endorsement:
|
|
|
“hazardous
properties” include radioactive, toxic or explosive properties; “nuclear
material” means source material, special nuclear material or byproduct
material; “source material”, “special nuclear material”, and “byproduct
material” have the meanings given them in the Atomic Energy Act of 1954 or
in any law amendatory thereof; “spent fuel” means any fuel element or fuel
component, solid or liquid, which has been used or exposed to radiation in
a nuclear reactor; “waste” means any waste material (1) containing
byproduct material and (2) resulting from the operation by any person
or organization of any nuclear facility included within the definition of
nuclear facility under paragraph (a) or (b) thereof; “nuclear facility”
means
|
|
(a)
|
any
nuclear reactor,
|
||
|
|
(b)
|
any
equipment or device designed or used for (1) separating the isotopes of
uranium or plutonium, (2) processing or utilizing spent fuel, or (3)
handling processing or packaging
waste,
|
|
|
(c)
|
any
equipment or device used for the processing, fabricating or alloying of
special nuclear material if at any time the total amount of such material
in the custody of the insured at the premises where such equipment or
device is located consists of or contains more than 25 grams of plutonium
or uranium 233 or any combination thereof, or more than 250 grams of
uranium 235,
|
|
|
(d)
|
any
structure, basin, excavation, premises or place prepared or used for the
storage or disposal of waste, and includes the site on which any of the
foregoing is located, all operations conducted on such site and all
premises used for such operations; “nuclear reactor” means any apparatus
designed or used to sustain nuclear fission in a self-supporting chain
reaction or to contain a xxxxxxxx xxxx of fissionable
material;
|
|
|
(With respect to injury to or
destruction of property, the word “injury” or
“destruction,”
|
|
|
(“property
damage” includes all forms of radioactive contamination of
property,
|
|
|
(includes all forms of
radioactive contamination of
property.
|
|
|
V.
|
The
inception dates and thereafter of all original policies affording
coverages specified in this paragraph (3), whether new, renewal or
replacement, being policies which become effective on or after 1st May,
1960, provided this paragraph (3) shall not be applicable
to
|
|
|
(i)
|
Garage
and Automobile Policies issued by the Reassured on New York risks,
or
|
|
|
(ii)
|
statutory
liability insurance required under Chapter 90, General Laws of
Massachusetts, until 90 days following approval of the Broad
Exclusion Provision by the Governmental Authority having jurisdiction
thereof.
|
|
(4)
|
Without
in any way restricting the operation of paragraph (1) of this Clause, it
is understood and agreed that paragraphs (2) and (3) above are not
applicable to original liability policies of the Reassured in Canada and
that with respect to such policies this Clause shall be deemed to include
the Nuclear Energy Liability Exclusion Provisions adopted by the Canadian
Underwriters’ Association or the Independent Insurance Conference of
Canada.
|
|
*NOTE.
|
The words printed in italics
in the Limited Exclusion Provision and in the Broad Exclusion Provision
shall apply only in relation to original liability policies which include
a Limited Exclusion Provision or a Broad Exclusion Provision containing
those words.
|
Page 2 of
2
|
(1)
|
This
reinsurance does not cover any loss or liability accruing to the Reassured
as a member of, or subscriber to, any association of insurers formed for
the purpose of covering nuclear energy risks or as a direct or indirect
reinsurer of any such member, subscriber or
association.
|
|
(2)
|
Without
in any way restricting the operations of Nuclear Incident Exclusion Clause
No. 1B - Liability, No. 2 - Physical Damage, No. 3 - Boiler and Machinery
and paragraph (1) of this clause, it is understood and agreed that for all
purposes as respects the reinsurance assumed by the Reinsurer from the
Reassured, all original insurance policies or contracts of the Reassured
(new, renewal and replacement) shall be deemed to include the applicable
existing Nuclear Clause and/or Nuclear Exclusion Clause(s) in effect at
the time and any subsequent revisions thereto as agreed upon and approved
by the Insurance Industry and/or a qualified Advisory or Rating
Bureau.
|
|
A.
|
This
reinsurance excludes all loss and/or liability accruing to the reinsured
company as a result of:
|
|
|
1.
|
bodily
injury or property damage arising out of the actual, alleged or threatened
discharge, dispersal, release or escape of
pollutants:
|
|
|
a.
|
at
or from premises owned, rented or occupied by a named
insured;
|
|
|
b.
|
at
or from any site or location used by or for a named insured or others for
the handling, storage, disposal, processing or treatment of
waste;
|
|
|
c.
|
which
are at any time transported, handled, stored, treated, disposed of, or
processed as waste by or for a named insured or any person or organization
for whom a named insured may be legally responsible;
or
|
|
|
d.
|
at
or from any site or location on which a named insured or any contractors
or subcontractors working directly or indirectly on behalf of a named
insured are performing operations:
|
|
|
(i)
|
if
the pollutants are brought on or to the site or location in connection
with such operations; or
|
|
|
(ii)
|
if
the operations are to test for, monitor, clean up, remove, contain, treat,
detoxify or neutralize the
pollutants;
|
|
|
2.
|
any
governmental direction or request that a named insured test for, monitor,
clean up, remove, contain, treat, detoxify or neutralize
pollutants.
|
|
B.
|
Subparagraphs
A(1)(a) and A(1)(d)(i) above do not apply to bodily injury or property
damage caused by heat, smoke or fumes from a hostile
fire.
|
|
C.
|
“Hostile
fire” means a fire which becomes uncontrollable or breaks out from where
it was intended to be.
|
|
D.
|
“Pollutants”
means any solid, liquid, gaseous or thermal irritant or contaminant,
including smoke, vapor, soot, fumes, acids, alkalis, chemicals and
waste. Waste includes material to be recycled, reconditioned or
reclaimed.
|
War
Risk Exclusion Clause (Reinsurance)
As
regards interests which at time of loss or damage are on shore, no liability
shall attach hereto in respect of any loss or damage which is occasioned by war,
invasion, hostilities, acts of foreign enemies, civil war, rebellion,
insurrection, military or usurped power, or martial law or confiscation by order
of any government or public authority.
Nevertheless,
this clause shall not be construed to apply to loss or damage occasioned by
riots, strikes, civil commotion, vandalism or malicious damage.
Reinsurance
Contract
Effective: January
1, 2008
issued
to
AmCOMP
Preferred Insurance Company
North
Palm Beach, Florida
AmCOMP
Assurance Corporation
North
Palm Beach, Florida
and
any and
all insurance companies which are now or
hereafter
come under the same ownership or management as the
AmCOMP
Group
North
Palm Beach, Florida
First
Excess Workers’ Compensation Reinsurance
|
Reinsurers
|
Participations | |
|
Everest
Reinsurance Company
|
25.0%
|
|
|
Max
Bermuda Ltd.
|
22.5
|
|
|
Safety
National Casualty Corporation
|
7.5
|
|
|
Through
Xxxxxxxx Limited (Placement Only)
|
||
|
PARIS
RE
|
20.0
|
|
|
Total
|
75.0% part of
100%
share in
the
interests and liabilities of the
“Reinsurer”
|
|
Second
Excess Workers’ Compensation Reinsurance
|
Reinsurers
|
Participations | |
|
Hannover
Rueckversicherungs-Aktiengesellschaft
|
35.0%
|
|
|
Max
Bermuda Ltd.
|
10.0
|
|
|
Through
Xxxxxxxx Limited (Placement Only)
|
||
|
PARIS
RE
|
21.5
|
|
|
Through
Xxxxxxxx Limited
|
||
|
Lloyd’s
Underwriters and Companies
|
||
|
Per
Signing Page(s)
|
33.5
|
|
|
Total
|
100.0%
|
|
Interests
and Liabilities Agreement
of
Everest
Reinsurance Company
A
Delaware Corporation
(hereinafter referred to as the
“Subscribing Reinsurer”)
with
respect to the
Excess
Workers’ Compensation
Reinsurance
Contract
Effective: January
1, 2008
issued to
and duly executed by
AmCOMP
Preferred Insurance Company
North
Palm Beach, Florida
AmCOMP
Assurance Corporation
North
Palm Beach, Florida
and
any and
all insurance companies which are now or
hereafter
come under the same ownership or management as the
AmCOMP
Group
North
Palm Beach, Florida
The Subscribing Reinsurer hereby
accepts the following percentage share(s) in the interests and liabilities of
the “Reinsurer” as set forth in the attached Contract captioned
above:
25.0%of the First Excess Workers’
Compensation Reinsurance
0%of the Second Excess
Workers’ Compensation Reinsurance
This
Agreement shall become effective at 12:01 a.m., Local Standard Time where
the occurrence commences, January 1, 2008, and shall continue in force
until terminated in accordance with the provisions of the attached
Contract.
The Subscribing Reinsurer’s share
in the attached Contract shall be separate and apart from the shares of the
other reinsurers, and shall not be joint with the shares of the other
reinsurers, it being understood that the Subscribing Reinsurer shall
in no event participate in the interests and liabilities of the other
reinsurers.
In Witness Whereof, the Subscribing Reinsurer by its
duly authorized representative has executed this Agreement as of the date
undermentioned at:
Liberty
Corner, New Jersey, this _______ day of ___________________ in the year
________.
__________________________________________________________
Everest
Reinsurance Company
Interests
and Liabilities Agreement
of
Hannover
Ruckversicherungs-Aktiengesellschaft
Hannover,
Germany
(hereinafter referred to as the
“Subscribing Reinsurer”)
with
respect to the
Excess
Workers’ Compensation
Reinsurance
Contract
Effective: January
1, 2008
issued to
and duly executed by
AmCOMP
Preferred Insurance Company
North
Palm Beach, Florida
AmCOMP
Assurance Corporation
North
Palm Beach, Florida
and
any and
all insurance companies which are now or
hereafter
come under the same ownership or management as the
AmCOMP
Group
North
Palm Beach, Florida
The Subscribing Reinsurer hereby
accepts the following percentage share(s) in the interests and liabilities of
the “Reinsurer” as set forth in the attached Contract captioned
above:
0%of the First Excess
Workers’ Compensation Reinsurance
35.0%of the Second Excess Workers’
Compensation Reinsurance
This
Agreement shall become effective at 12:01 a.m., Local Standard Time where
the occurrence commences, January 1, 2008, and shall continue in force
until terminated in accordance with the provisions of the attached
Contract.
The Subscribing Reinsurer’s share
in the attached Contract shall be separate and apart from the shares of the
other reinsurers, and shall not be joint with the shares of the other
reinsurers, it being understood that the Subscribing Reinsurer shall
in no event participate in the interests and liabilities of the other
reinsurers.
In any
action, suit or proceeding to enforce the Subscribing Reinsurer’s
obligations under the attached Contract, service of process may be made upon
Mendes & Mount, 000 Xxxxxxx Xxxxxx, Xxx Xxxx,
Xxx Xxxx 00000.
In Witness Whereof, the Subscribing Reinsurer by its
duly authorized representative has executed this Agreement as of the date
undermentioned at:
Hannover,
Germany, this _______ day of _________________________ in the year
________.
__________________________________________________________
Hannover
Ruckversicherungs-Aktiengesellschaft
Interests
and Liabilities Agreement
of
Max
Bermuda Ltd.
Xxxxxxxx,
Bermuda
(hereinafter referred to as the
“Subscribing Reinsurer”)
with
respect to the
Excess
Workers’ Compensation
Reinsurance
Contract
Effective: January
1, 2008
issued to
and duly executed by
AmCOMP
Preferred Insurance Company
North
Palm Beach, Florida
AmCOMP
Assurance Corporation
North
Palm Beach, Florida
and
any and
all insurance companies which are now or
hereafter
come under the same ownership or management as the
AmCOMP
Group
North
Palm Beach, Florida
The Subscribing Reinsurer hereby
accepts the following percentage share(s) in the interests and liabilities of
the “Reinsurer” as set forth in the attached Contract captioned
above:
22.5%of the First Excess Workers’
Compensation Reinsurance
10.0%of the Second Excess Workers’
Compensation Reinsurance
This
Agreement shall become effective at 12:01 a.m., Local Standard Time where
the occurrence commences, January 1, 2008, and shall continue in force
until terminated in accordance with the provisions of the attached
Contract.
The Subscribing Reinsurer’s share
in the attached Contract shall be separate and apart from the shares of the
other reinsurers, and shall not be joint with the shares of the other
reinsurers, it being understood that the Subscribing Reinsurer shall
in no event participate in the interests and liabilities of the other
reinsurers.
In any
action, suit or proceeding to enforce the Subscribing Reinsurer’s
obligations under the attached Contract, service of process may be made upon
Mendes & Mount, 000 Xxxxxxx Xxxxxx, Xxx Xxxx,
Xxx Xxxx 00000.
In Witness Whereof, the Subscribing Reinsurer by its
duly authorized representative has executed this Agreement as of the date
undermentioned at:
Hamilton,
Bermuda, this _______ day of __________________________ in the year
________.
__________________________________________________________
Max
Bermuda Ltd.
Interests
and Liabilities Agreement
of
Safety
National Casualty Corporation
St.
Louis, Missouri
(hereinafter referred to as the
“Subscribing Reinsurer”)
with
respect to the
Excess
Workers’ Compensation
Reinsurance
Contract
Effective: January
1, 2008
issued to
and duly executed by
AmCOMP
Preferred Insurance Company
North
Palm Beach, Florida
AmCOMP
Assurance Corporation
North
Palm Beach, Florida
and
any and
all insurance companies which are now or
hereafter
come under the same ownership or management as the
AmCOMP
Group
North
Palm Beach, Florida
The Subscribing Reinsurer hereby
accepts the following percentage share(s) in the interests and liabilities of
the “Reinsurer” as set forth in the attached Contract captioned
above:
7.5%of the First Excess Workers’
Compensation Reinsurance
This
Agreement shall become effective at 12:01 a.m., Local Standard Time where
the occurrence commences, January 1, 2008, and shall continue in force
until terminated in accordance with the provisions of the attached
Contract.
The Subscribing Reinsurer’s share
in the attached Contract shall be separate and apart from the shares of the
other reinsurers, and shall not be joint with the shares of the other
reinsurers, it being understood that the Subscribing Reinsurer shall
in no event participate in the interests and liabilities of the other
reinsurers.
In Witness Whereof, the Subscribing Reinsurer by its
duly authorized representative has executed this Agreement as of the date
undermentioned at:
St.
Louis, Missouri, this _______ day of __________________________ in the year
________.
__________________________________________________________
Safety
National Casualty Corporation
Interests
and Liabilities Agreement
of
PARIS
RE
Paris,
France
(hereinafter referred to as the
“Subscribing Reinsurer”)
with
respect to the
Excess
Workers’ Compensation
Reinsurance
Contract
Effective: January
1, 2008
issued to
and duly executed by
AmCOMP
Preferred Insurance Company
North
Palm Beach, Florida
AmCOMP
Assurance Corporation
North
Palm Beach, Florida
and
any and
all insurance companies which are now or
hereafter
come under the same ownership or management as the
AmCOMP
Group
North
Palm Beach, Florida
The Subscribing Reinsurer hereby
accepts the following percentage share(s) in the interests and liabilities of
the “Reinsurer” as set forth in the attached Contract captioned
above:
20.0%of the First Excess Workers’
Compensation Reinsurance
21.5%of the Second Excess Workers’
Compensation Reinsurance
This
Agreement shall become effective at 12:01 a.m., Local Standard Time where
the occurrence commences, January 1, 2008, and shall continue in force
until terminated in accordance with the provisions of the attached
Contract.
The Subscribing Reinsurer’s share
in the attached Contract shall be separate and apart from the shares of the
other reinsurers, and shall not be joint with the shares of the other
reinsurers, it being understood that the Subscribing Reinsurer shall
in no event participate in the interests and liabilities of the other
reinsurers.
In Witness Whereof, the Subscribing Reinsurer by its
duly authorized representative has executed this Agreement as of the date
undermentioned at:
Paris,
France, this _______ day of ______________________________ in the year
________.
__________________________________________________________
PARIS
RE
Interests
and Liabilities Agreement
of
Certain
Underwriting Members of Lloyd’s
shown in
the Signing Page(s) attached hereto
(hereinafter referred to as the
“Subscribing Reinsurer”)
with
respect to the
Excess
Workers’ Compensation
Reinsurance
Contract
Effective: January
1, 2008
issued to
and duly executed by
AmCOMP
Preferred Insurance Company
North
Palm Beach, Florida
AmCOMP
Assurance Corporation
North
Palm Beach, Florida
and
any and
all insurance companies which are now or
hereafter
come under the same ownership or management as the
AmCOMP
Group
North
Palm Beach, Florida
The Subscribing Reinsurer hereby
accepts the following percentage share(s) in the interests and liabilities of
the “Reinsurer” as set forth in the attached Contract captioned
above:
0%of the First Excess
Workers’ Compensation Reinsurance
20.0%of the Second Excess Workers’
Compensation Reinsurance
This
Agreement shall become effective at 12:01 a.m., Local Standard Time where
the occurrence commences, January 1, 2008, and shall continue in force
until terminated in accordance with the provisions of the attached
Contract.
In any
action, suit or proceeding to enforce the Subscribing Reinsurer’s
obligations under the attached Contract, service of process may be made upon
Mendes & Mount, 000 Xxxxxxx Xxxxxx, Xxx Xxxx,
Xxx Xxxx 00000.
Signed
for and on behalf of the Subscribing Reinsurer in the
Signing Page(s) attached hereto.
Signing
Page
attaching
to and forming part of the
Interests
and Liabilities Agreement
of
Certain
Underwriting Members of Lloyd’s
with
respect to the
Excess
Workers’ Compensation
Reinsurance
Contract
Effective: January
1, 2008
issued to
and duly executed by
AmCOMP
Preferred Insurance Company, et al.
(Re)Insurer’s
Liability Clause - LMA3333
(Re)insurer’s liability several not
joint
The
liability of a (re)insurer under this contract is several and not joint with
other (re)insurers party to this contract. A (re)insurer is liable
only for the proportion of liability it has underwritten. A
(re)insurer is not jointly liable for the proportion of liability underwritten
by any other (re)insurer. Nor is a (re)insurer otherwise responsible
for any liability of any other (re)insurer that may underwrite this
contract.
The
proportion of liability under this contract underwritten by a (re)insurer (or,
in the case of a Lloyd’s syndicate, the total of the proportions underwritten by
all the members of the syndicate taken together) is shown next to its
stamp. This is subject always to the provision concerning “signing”
below.
In the
case of a Lloyd’s syndicate, each member of the syndicate (rather than the
syndicate itself) is a (re)insurer. Each member has underwritten a
proportion of the total shown for the syndicate (that total itself being the
total of the proportions underwritten by all the members of the syndicate taken
together). The liability of each member of the syndicate is several
and not joint with other members. A member is liable only for that
member’s proportion. A member is not jointly liable for any other
member’s proportion. Nor is any member otherwise responsible for any
liability of any other (re)insurer that may underwrite this
contract. The business address of each member is Lloyd’s, Xxx Xxxx
Xxxxxx, Xxxxxx XX0X 0XX. The identity of each member of a Lloyd’s
syndicate and their respective proportion may be obtained by writing to Market
Services, Lloyd’s, at the above address.
Proportion
of liability
Unless
there is “signing” (see below), the proportion of liability under this contract
underwritten by each (re)insurer (or, in the case of a Lloyd’s syndicate, the
total of the proportions underwritten by all the members of the syndicate taken
together) is shown next to its stamp and is referred to as its “written
line”.
Where
this contract permits, written lines, or certain written lines, may be adjusted
(“signed”). In that case a schedule is to be appended to this
contract to show the definitive proportion of liability under this contract
underwritten by each (re)insurer (or, in the case of a Lloyd’s syndicate, the
total of the proportions underwritten by all the members of the syndicate taken
together). A definitive proportion (or, in the case of a Lloyd’s
syndicate, the total of the proportions underwritten by all the members of a
Lloyd’s syndicate taken together) is referred to as a “signed
line”. The signed lines shown in the schedule will prevail over the
written lines unless a proven error in calculation has occurred.
Although
reference is made at various points in this clause to “this contract” in the
singular, where the circumstances so require this should be read as a reference
to contracts in the plural.
Interests
and Liabilities Agreement
of
Certain
Insurance Companies
shown in
the Signing Page(s) attached hereto
(hereinafter referred to as the
“Subscribing Reinsurer”)
with
respect to the
Excess
Workers’ Compensation
Reinsurance
Contract
Effective: January
1, 2008
issued to
and duly executed by
AmCOMP
Preferred Insurance Company
North
Palm Beach, Florida
AmCOMP
Assurance Corporation
North
Palm Beach, Florida
and
any and
all insurance companies which are now or
hereafter
come under the same ownership or management as the
AmCOMP
Group
North
Palm Beach, Florida
The Subscribing Reinsurer hereby
accepts the following percentage share(s) in the interests and liabilities of
the “Reinsurer” as set forth in the attached Contract captioned
above:
0%of the First Excess Workers’
Compensation Reinsurance
13.5%of the Second Excess Workers’
Compensation Reinsurance
This
Agreement shall become effective at 12:01 a.m., Local Standard Time where
the occurrence commences, January 1, 2008, and shall continue in force
until terminated in accordance with the provisions of the attached
Contract.
In any
action, suit or proceeding to enforce the Subscribing Reinsurer’s
obligations under the attached Contract, service of process may be made upon
Mendes & Mount, 000 Xxxxxxx Xxxxxx, Xxx Xxxx,
Xxx Xxxx 00000.
Signed
for and on behalf of the Subscribing Reinsurer in the
Signing Page(s) attached hereto.
Signing
Page
attaching
to and forming part of the
Interests
and Liabilities Agreement
of
Certain
Insurance Companies
with
respect to the
Excess
Workers’ Compensation
Reinsurance
Contract
Effective: January
1, 2008
issued to
and duly executed by
AmCOMP
Preferred Insurance Company, et al.
(Re)Insurer’s
Liability Clause - LMA3333
(Re)insurer’s liability several not
joint
The
liability of a (re)insurer under this contract is several and not joint with
other (re)insurers party to this contract. A (re)insurer is liable
only for the proportion of liability it has underwritten. A
(re)insurer is not jointly liable for the proportion of liability underwritten
by any other (re)insurer. Nor is a (re)insurer otherwise responsible
for any liability of any other (re)insurer that may underwrite this
contract.
The
proportion of liability under this contract underwritten by a (re)insurer (or,
in the case of a Lloyd’s syndicate, the total of the proportions underwritten by
all the members of the syndicate taken together) is shown next to its
stamp. This is subject always to the provision concerning “signing”
below.
In the
case of a Lloyd’s syndicate, each member of the syndicate (rather than the
syndicate itself) is a (re)insurer. Each member has underwritten a
proportion of the total shown for the syndicate (that total itself being the
total of the proportions underwritten by all the members of the syndicate taken
together). The liability of each member of the syndicate is several
and not joint with other members. A member is liable only for that
member’s proportion. A member is not jointly liable for any other
member’s proportion. Nor is any member otherwise responsible for any
liability of any other (re)insurer that may underwrite this
contract. The business address of each member is Lloyd’s, Xxx Xxxx
Xxxxxx, Xxxxxx XX0X 0XX. The identity of each member of a Lloyd’s
syndicate and their respective proportion may be obtained by writing to Market
Services, Lloyd’s, at the above address.
Proportion
of liability
Unless
there is “signing” (see below), the proportion of liability under this contract
underwritten by each (re)insurer (or, in the case of a Lloyd’s syndicate, the
total of the proportions underwritten by all the members of the syndicate taken
together) is shown next to its stamp and is referred to as its “written
line”.
Where
this contract permits, written lines, or certain written lines, may be adjusted
(“signed”). In that case a schedule is to be appended to this
contract to show the definitive proportion of liability under this contract
underwritten by each (re)insurer (or, in the case of a Lloyd’s syndicate, the
total of the proportions underwritten by all the members of the syndicate taken
together). A definitive proportion (or, in the case of a Lloyd’s
syndicate, the total of the proportions underwritten by all the members of a
Lloyd’s syndicate taken together) is referred to as a “signed
line”. The signed lines shown in the schedule will prevail over the
written lines unless a proven error in calculation has occurred.
Although
reference is made at various points in this clause to “this contract” in the
singular, where the circumstances so require this should be read as a reference
to contracts in the plural.