AND
THE REINSURER HEREON, WHO WILL SHARE PRO-RATA IN ANY REMAINDER.
B.
THE REINSURER SHALL BE SUBROGATED, AS RESPECTS ANY LOSS OCCURRENCE
FOR WHICH THE REINSURER SHALL ACTUALLY PAY OR BECOME LIABLE, BUT ONLY TO THE
EXTENT OF THE AMOUNT OF PAYMENT BY OR THE AMOUNT OF LIABILITY TO THE REINSURER,
TO ALL THE RIGHTS OF THE COMPANY AGAINST ANY PERSON OR OTHER ENTITY WHO MAY BE
LEGALLY RESPONSIBLE FOR DAMAGES AS A RESULT OF SAID LOSS OCCURRENCE. SHOULD THE
COMPANY ELECT NOT TO ENFORCE SUCH RIGHTS, THE REINSURER IS HEREBY AUTHORIZED AND
EMPOWERED TO BRING ANY APPROPRIATE ACTION IN THE NAME OF THE COMPANY OR ITS
POLICYHOLDERS, OR OTHERWISE TO ENFORCE SUCH RIGHTS. THE REINSURER SHALL PROMPTLY
REMIT TO THE COMPANY THE AMOUNT OF ANY JUDGMENT AWARDED IN SUCH AN ACTION IN
EXCESS OF THE AMOUNT OF PAYMENT BY, OR THE AMOUNT OF LIABILITY TO, THE REINSURER
HEREUNDER.
C.
IN THE EVENT THAT THIS AGREEMENT SHALL PROVIDE REINSURANCE FOR THE
NET LIABILITY FROM A LOSS OCCURRENCE OR EVENT INCURRED BY TWO OR MORE COMPANIES,
EACH COMPANY CONTRIBUTING TO THE NET LIABILITY SHALL BE ENTITLED TO ITS
PROPORTIONATE SHARE OF THE RECOVERY IN THE PROPORTION THAT ITS CONTRIBUTION TO
THE TOTAL NET LIABILITY BEARS TO THE TOTAL NET LIABILITY. PAYMENT OF ANY
RECOVERY AMOUNT TO ONE COMPANY BY THE REINSURER SHALL MAKE THAT COMPANY THE
AGENT FOR PAYMENT OF ALL OTHER COMPANIES CONTRIBUTING TO THE NET LIABILITY.
ARTICLE XXIV
MISCELLANEOUS
A.
THIS AGREEMENT SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF
THE COMPANY AND REINSURER AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS PROVIDED,
HOWEVER, THAT THIS AGREEMENT MAY NOT BE ASSIGNED BY EITHER PARTY WITHOUT THE
PRIOR WRITTEN CONSENT OF THE OTHER WHICH CONSENT MAY BE WITHHELD BY EITHER PARTY
IN ITS SOLE UNFETTERED DISCRETION. THIS PROVISION SHALL NOT BE CONSTRUED TO
PRECLUDE THE ASSIGNMENT BY THE COMPANY OF REINSURANCE RECOVERABLES TO ANOTHER
PARTY FOR COLLECTION.
B.
THIS AGREEMENT SHALL CONSTITUTE THE ENTIRE AGREEMENT BETWEEN THE
PARTIES WITH RESPECT TO THE BUSINESS COVERED HEREUNDER. THERE ARE NO
UNDERSTANDINGS BETWEEN THE PARTIES OTHER THAN AS EXPRESSED IN THIS AGREEMENT OR
ANY AMENDMENT THERETO. ANY CHANGE OR MODIFICATION OF THIS AGREEMENT SHALL BE
NULL AND VOID UNLESS MADE BY AMENDMENT TO THE AGREEMENT AND SIGNED BY THE
PARTIES OR OTHERWISE CLEARLY AND UNEQUIVOCALLY AMENDED BY
19
EXCHANGE OF LETTERS OR ELECTRONIC MAIL. NOTHING IN THIS ARTICLE SHALL ACT TO
PRECLUDE THE INTRODUCTION OF SUBMISSION-RELATED DOCUMENTS IN ANY DISPUTE BETWEEN
THE PARTIES.
C.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED ACCORDING TO THE
LAWS OF THE STATE OF THE NEW YORK, EXCLUSIVE OF THE RULES WITH RESPECT TO
CONFLICTS OF LAW.
D.
THE HEADINGS PRECEDING THE TEXT OF THE ARTICLES AND PARAGRAPHS OF
THIS AGREEMENT ARE INTENDED AND INSERTED SOLELY FOR THE CONVENIENCE OF REFERENCE
AND SHALL NOT AFFECT THE MEANING, INTERPRETATION, CONSTRUCTION OR EFFECT OF THIS
AGREEMENT.
E.
THIS AGREEMENT IS SOLELY BETWEEN THE COMPANY AND THE REINSURER,
AND IN NO INSTANCE SHALL ANY INSURED, CLAIMANT OR OTHER THIRD