Examples of Indemnity Reinsurance Agreements in a sentence
Notwithstanding the foregoing provisions of this Section 13.2(a), for the avoidance of doubt Losses shall not include any Loss arising from (i) any liability, obligation or other matter for which Purchaser, FBIC or FFLIC is liable pursuant to any of the Indemnity Reinsurance Agreements or any other Related Agreement, (ii) any Assumed Liabilities, or (iii) any liabilities or obligations to the extent set forth on the Post Closing Equity Schedule.
Each of the Related Agreements as defined in the Indemnity Reinsurance Agreements (which provide for the payment of Commissions (as that term is defined in the Indemnity Reinsurance Agreements)), and each of the Provider Agreements (as that term is defined in the Indemnity Reinsurance Agreements), is in form and substance customary and reasonable for the dental, life and disability insurance industries, as applicable.
Sellers shall have delivered to Purchaser, not later than five Business Days prior to the Closing Date, the Preliminary Effective Date Accounting (as defined in the Indemnity Reinsurance Agreements) for each of the Indemnity Reinsurance Agreements, in accordance with Section 4.4 thereof.
At the Closing, the parties shall execute and deliver the Indemnity Reinsurance Agreements by and between each of FBIC and FFLIC, on the one hand, and each of PLICO, Empire and PLAIC, on the other hand (the “Indemnity Reinsurance Agreements”) in substantially the forms collectively attached hereto as Exhibit D.
Each of the Indemnity Reinsurance Agreements shall be effective as of the Effective Date.
The parties agree that the consideration payable by Purchaser to PHL or APLAR at the Closing pursuant to this Agreement (after taking into account the reinsurance premiums, ceded liabilities, ceding commissions and other related items under the Assumption and Indemnity Retrocession Agreements and the Indemnity Reinsurance Agreements) shall be allocated in accordance with Section 1060 of the Code and Temporary Treasury Regulation Section 1.1060-1T.
PHL and Purchaser agree that for all Tax purposes (i) the transfer of the Transferred Assets and the Business effected pursuant to this Agreement are a sale by PHL of all of its interest in such assets and business, and (ii) the transactions effected by the Assumption and Indemnity Retrocession Agreements and the Indemnity Reinsurance Agreements are reinsurance.
All sales, assignments and transfers of the Transferred Assets shall be effected by the Indemnity Reinsurance Agreements, the Assumption Reinsurance Agreements, the Xxxx of Sale and the General Assignment Agreements.
Sellers, Parent and Purchaser agree that for all purposes (i) the transfer of the Transferred Assets and the Business effected pursuant to this Agreement are a sale by each Seller of all of its interest in such assets and business, and (ii) the transactions effected by the Indemnity Reinsurance Agreements are reinsurance.
In the event of a Change of Control in one party, the other party shall have the right to terminate this Agreement as set forth in Section 8.6 in the HMO and Indemnity Reinsurance Agreements.