special, treble, bad faith, tort or any other form of damages, and legal fees and expenses relating thereto, arising out of, resulting from or relating to any alleged or actual act, error or omission, whether intentional, in bad faith, reckless, grossly negligent, negligent or otherwise, arising out of or relating to the Reinsured Contracts, including, without limitation, in connection with (x) the form, sale, marketing, distribution, underwriting, production, issuance, cancellation or administration of the Reinsured Contracts, (y) the investigation, defense, prosecution, trial, settlement (including failure to settle) or handling of claims, benefits, dividends or payments under or relating to the Reinsured Contracts or (z) the failure to pay or the delay in payment or errors in calculating or administering the payment of benefits, claims, dividends or any other amounts due or alleged to be due under or in connection with the Reinsured Contracts.
“Fair Market Value” means (i) for securities traded on a public exchange, the closing price on that exchange on the date of valuation and if there is no such closing price, then the closing bid price quoted on that exchange on such date and (ii) for all other securities (including the U.S. Treasury Obligations), the bid-side price as provided by Thomson Reuters, IHS Markit or similar pricing service, mutually agreed to by the Company and the Reinsurer; provided that with respect to any security that is not quoted on Thomson Reuters, IHS Markit or similar pricing service mutually agreed to by the Company and the Reinsurer, the value agreed upon by the Company and the Reinsurer.
“GAAP Reserves” means the aggregate amount of reserves, funds or provisions for losses, liabilities, claims, premiums, benefits, costs and expenses in respect of obligations attributable to the Policy Liabilities, including benefit reserves, claim reserves, unearned premium reserves or premium deposit fund liabilities or otherwise (without regard to the reinsurance provided hereunder), determined in accordance with Generally Accepted Accounting Principles.
“Governmental Entity” means any United States federal, state, local, municipal, county or other domestic or foreign governmental, quasi-governmental, self-regulatory, legislative, judicial, administrative or regulatory authority, agency, commission, body, court, tribunal or other similar entity.
“Independent Appraisal” means, as of the Recapture Date, the present value of the future profits arising from the Reinsured Contracts, as determined by the Third Party Appraiser, taking into account, for the avoidance of doubt, the Company’s cost of transitioning the servicing of the Reinsured Contracts to a new administrator in connection with the termination of the Administrative Services Agreement and the Company’s future costs for servicing the Reinsured Contracts and without duplication of any other amounts set forth in the Terminal Settlement Statement.
“Law” means any United States federal, state, local or foreign law, treaty, convention, code, statute or ordinance, common law or rule, regulation, standard, judgment, order, writ, injunction, ruling, decree, arbitration award or agency requirement of any Governmental Entity.
“Legal Transfer” shall have the meaning set forth in Section 5.5.
“New York Court” shall have the meaning set forth in Section 11.5.