Eligible Assets means and includes U.S. legal tender (cash) and U.S. Treasury Bills having a remaining maturity at the time of delivery of not more than one year.
Estimated Loss Amount means, as of any date of determination, the sum of (i) Loss Reserves as of such date of determination, plus (ii) Estimated Loss from Unearned Premiums as of such date of determination, plus (iii) the actual paid Losses from the Effective Date to such date of determination, minus (iv) any Recoveries and Reinsurance Recoveries from the Effective Date to such date of determination.
Estimated Loss from Unearned Premium means the aggregate estimated loss of the Cedent related to unearned premium in respect of the Reinsured Business, net of Reinsurance Recoverables and calculated in accordance with the Agreed Procedures.
Extra Contractual Obligations means those liabilities arising from claims which arise from the handling of any claim relating to the Reinsured Business because of, but not limited to, failure to settle within the policy limit, or by reason of alleged or actual negligence, fraud or bad faith rejecting an offer of settlement or in the preparation of the defense in the trial of any action against its insured or reinsured or in the preparations or prosecution of an appeal consequent upon such action, including losses in excess of policy limits, in each case excluding Cedent Extra Contractual Obligations; provided, that any coverage for bad faith or fraud under this Agreement shall only be permitted to the extent such coverage is not contrary to applicable Law (including, with respect to any coverage for risks reinsured by Tokio AG U.S. Branch, to the extent such coverage is not contrary to the Laws of the State of New York).
Governmental Action means any consent, approval, authorization, waiver, Permit, grant, franchise, concession, agreement, license, certificate, exemption, order, decree, judgment, injunction, registration, declaration, filing, report or notice of, with or to any Governmental Authority.
Governmental Authority means any foreign or national government, any state or other political subdivision thereof, and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.
Impairment Event means any of the following occurrences:
(a) the Reinsurer becomes insolvent or has been placed into liquidation, rehabilitation, conservation, supervision, receivership or similar proceedings (whether voluntary or involuntary), or there has been instituted against it proceedings 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 assume control of its operations;
(b) the Reinsurers AM Best Rating or Standard & Poors Financial Strength Rating has been assigned or downgraded below A-; or