Contested Claims Clause Samples

Contested Claims. In the event that the Holder gives written notice to Merilus USA and the Escrow Agent contesting all or a portion of a Notice of Claim (a "Contested Claim") within the 30-day period provided above, matters relating to such Contested Claim that are subject to third party claims against Merilus USA or Merilus Canada in a litigation or arbitration will await the final decision, award or settlement of such litigation or arbitration, while matters relating to such Contested Claim that arise between Merilus USA on the one hand and Merilus Canada and/or the Holder on the other hand, including any disputes regarding breach of representations and warranties or performance or nonperformance of a party's obligations under the Reorganization Agreement ("Arbitrable Claims") will be settled in accordance with Section 2.3(c) below. Any portion of a Notice of Claim that is not contested or is subsequently settled by Merilus USA and the Holder will be resolved as set forth above in Section 2.3(a). If written notice is received by the Escrow Agent that a Notice of Claim is contested by the Holder, then the Escrow Agent will hold hereunder after what would otherwise be the Release Date (as defined in Section 3.1 below), the 140 number of Escrow Shares specified in the Release Notice or as otherwise provided in Section 3.1, until the earlier of: (i) receipt of a settlement agreement executed by Merilus USA and the Holder setting forth a resolution of the Notice of Claim and the Escrow Adjustments; a. receipt of a written notice from Merilus USA (a "Merilus Usa Distribution Notice") attaching a copy of the final award or decision of the arbitrator and setting forth the Escrow Adjustments (Merilus USA will at the same time provide a copy of Merilus USA Distribution Notice to the Holder); or b. receipt of a written notice from the Holder (a "Representative Distribution Notice") attaching a copy of the final award or decision of the arbitrator that no Escrow Adjustments are to be made as a result of such award (the Holder will at the same time provide a copy of the Representative Distribution Notice to Merilus USA). If the earliest of the three events described in the preceding sentence is (i) or (ii), the Escrow Agent will, within twenty (20) calendar days of receipt of the settlement agreement or Merilus USA Distribution Notice, as applicable, (a) release to Merilus USA of that portion of the Escrow Fund specified in the Escrow Adjustments and (b) if the Release Date has occurr...

Contested Claims. In the event that the Indemnifying Party disputes the Claimed Amount, as soon as practicable but in no event later than ten (10) days after the receipt of the notice referenced in Section 10.2(b)(ii) hereof, the Parties will begin the process to resolve the matter in accordance with the dispute resolution provisions of Section 1.4 hereof. Upon ultimate resolution thereof, the Parties will take such actions as are reasonably necessary to comply with such agreement or instructions.

Contested Claims. 1. The Ceding Company shall promptly notify the Reinsurer of its intent to deny, reduce, compromise, contest, litigate, or assert defenses against (collectively, "Contest") a claim on a risk reinsured under this Agreement. The Ceding Company shall also furnish all information material to such action. Recognizing the urgent nature of these communications, within six (6) business days of receipt of such information (the "Contested Claim Review Period"), the Reinsurer shall notify the Ceding Company in writing of the Reinsurer's decision whether or not it shall participate in the Contest. The Reinsurer may extend the Contested Claim Review Period by two (2) additional business days by written notice to the Ceding Company, if such notice is provided by the end of the initial six-day period. If the Reinsurer does not respond to the Ceding Company within the Contested Claim Review Period, the Reinsurer will be deemed to have elected to participate in the Contest, and any settlement made by the Ceding Company shall be binding on the Reinsurer. 2. If the Reinsurer elects to participate in the Contest, then: a. The Ceding Company will advise the Reinsurer of all significant developments, including notice of legal proceedings initiated in connection with the contested claim, at reasonable intervals until the claim is resolved; b. The Reinsurer shall pay its proportionate share of any settlement of the claim, such proportion based on the Reinsurer's proportionate share of the Total Net Amount at Risk of the coverage, as defined in Schedule B; and c. The Reinsurer shall also share in the non-routine claims expenses (defined below in Section G) and Extra-Contractual Obligations, as defined in Article XIII, associated with the Contest in the same proportion as stated above in Paragraph b. Notwithstanding the foregoing, if at any point in time, the Reinsurer does not agree with the Ceding Company's course of action associated with the Contest, the Reinsurer may opt out of the Contest by paying its full share of liability as if there had been no Contest, and shall incur no further expense or obligation to reimburse the Ceding Company with respect to actions taken after the date the Reinsurer opts out. However, once the Reinsurer has participated in the Contest, the Reinsurer shall remain liable for its proportionate share of any Extra-Contractual Obligations that arise from agreed upon actions taken prior to the date the Reinsurer opts out. Any dispute over whether Extra-...

Contested Claims. The Company will notify the Reinsurer of its intention to contest, compromise or litigate a claim involving a Reinsured Policy. The Company will also provide the Reinsurer prompt notice of any legal proceedings initiated against the Company in response to its denial of a claim on a reinsured policy. Should any claim be settled on a reduced compromise basis, or should a contested claim be settled for a reduced sum, the Company and the Reinsurer will participate in such reductions in proportion to their respective liabilities under the policy or policies reinsured. The Reinsurer may pay its share of the death benefit if it does not deem it advisable to contest the claim.

Contested Claims. The Company will notify the Reinsurer promptly of its intention to investigate, contest, compromise, or litigate any claim involving a Reinsured Policy (hereinafter a “Contested Claim”). The Company will provide the Reinsurer all relevant information and documents, as such become available, pertaining to Contested Claims and will promptly report any developments during the Reinsurer’s review. If the Reinsurer: a) Does not support the contest of the Claim, the Reinsurer will pay the Company its full share of the reinsurance benefit, and will not share in any subsequent reduction or increase in liability or in any subsequent expenses incurred by the Company; or b) Supports the Company’s decision to contest the claim and the Contested Claim results in a reduction or increase in liability, the Reinsurer will share in any reduction or increase in proportion to its share of the risk on the Contested Claim. If the Reinsurer supports the decision to contest the claim, the Company will promptly advise the Reinsurer of all significant developments, including notice of legal proceedings (including, but not limited to, consumer complaints or actions by governmental authorities) initiated in connection with the Contested Claim. If the Company returns premiums to the policy owner or beneficiary as a result of rescinding a policy, or if the Company pays a suicide benefit, the Reinsurer will refund net reinsurance premiums received on that policy to the Company.

Contested Claims. The Ceding Company will notify the Reinsurer of its intention to contest, compromise, or litigate a claim involving a reinsured policy. If the Ceding Company's contest, compromise, or litigation results in a reduction in its liability, the Reinsurer will share in the reduction in the proportion that the Reinsurer's net liability bears to the sum of the net liability of all reinsurers on the insured's date of death. If the Reinsurer should decline to participate in the contest, compromise or litigation, the Reinsurer will then release all of its liability by paying the Ceding Company its full share of reinsurance and not sharing in any subsequent reduction in liability.

Contested Claims. The Ceding Company shall advise the Reinsurer of its intention to contest, compromise or litigate any Claims involving Annuities by giving the Reinsurer twenty (20) days’ prior written notice of its intention to contest, compromise or litigate such Claims. The Reinsurer will notify the Ceding Company within ten (10) days after receipt of such notice if it chooses to participate. The Reinsurer will pay the Quota Share Percentage of the expense of such contests, in addition to the Quota Share Percentage of Claims, or it may choose not to participate. If the Reinsurer chooses not to participate, it will discharge its liability by payment to the Ceding Company of the full amount of its liability on the Annuity. Notwithstanding the foregoing, however, the Reinsurer will not be notified and will not participate in contests or litigation whose purpose is to determine the rightful owner of the proceeds of an Annuity.

Contested Claims. The Ceding Company will notify the Reinsurer of its intention to contest, compromise, or litigate a claim. Unless it declines to be a party to such action, the Reinsurer will pay its share of any settlement up to the maximum that would have been payable under the specific policy had there been no controversy plus its share of specific expenses, except as specified below.

Contested Claims. The Ceding Company must promptly notify the Reinsurer of any intent to contest a claim reinsured under this Agreement or to assert defenses. If the Ceding Company's contest of such claim results in the increase or reduction of liability, the Reinsurer will share in this increase or reduction. The Reinsurer's share of the increase or decrease shall be proportional to their share of the met amount at risk on the date of death of the insured. If the Reinsurer should decline to participate in the contest or assertion of defenses, the Reinsurer will then release all of the liability by paying the Ceding Company the full amount of reinsurance and not sharing in any subsequent increase or reduction in liability.