PARTY HAVE ANY
RIGHTS UNDER THIS AGREEMENT.
F.
IF ANY PROVISIONS OF THIS AGREEMENT SHOULD BE INVALID UNDER
APPLICABLE LAWS, THE LATTER SHALL CONTROL BUT ONLY TO THE EXTENT OF THE CONFLICT
WITHOUT AFFECTING THE REMAINING PROVISIONS OF THIS AGREEMENT.
G.
THE FAILURE OF THE COMPANY OR REINSURER TO INSIST ON STRICT
COMPLIANCE WITH THIS AGREEMENT OR TO EXERCISE ANY RIGHT OR REMEDY SHALL NOT
CONSTITUTE A WAIVER OF ANY RIGHTS CONTAINED IN THIS AGREEMENT NOR ESTOP THE
PARTIES FROM THEREAFTER DEMANDING FULL AND COMPLETE COMPLIANCE NOR PREVENT THE
PARTIES FROM EXERCISING ANY REMEDY.
H.
EACH PARTY SHALL BE EXCUSED FOR ANY REASONABLE FAILURE OR DELAY IN
PERFORMING ANY OF ITS RESPECTIVE OBLIGATIONS UNDER THIS AGREEMENT, IF SUCH
FAILURE OR DELAY IS CAUSED BY FORCE MAJEURE. "FORCE MAJEURE" SHALL MEAN ANY ACT
OF GOD, STRIKE, LOCKOUT, ACT OF PUBLIC ENEMY, ANY ACCIDENT, EXPLOSION, FIRE,
STORM, EARTHQUAKE, FLOOD, DROUGHT, PERIL OF SEA, RIOT, EMBARGO, WAR OR FOREIGN,
FEDERAL, STATE OR MUNICIPAL ORDER OR DIRECTIVE ISSUED BY A COURT OR OTHER
AUTHORIZED OFFICIAL, SEIZURE, REQUISITION OR ALLOCATION, ANY FAILURE OR DELAY OF
TRANSPORTATION, SHORTAGE OF OR INABILITY TO OBTAIN SUPPLIES, EQUIPMENT, FUEL OR
LABOR OR ANY OTHER CIRCUMSTANCE OR EVENT BEYOND THE REASONABLE CONTROL OF THE
PARTY RELYING UPON SUCH CIRCUMSTANCE OR EVENT; PROVIDED, HOWEVER, THAT NO SUCH
FORCE MAJEURE CIRCUMSTANCE OR EVENT SHALL EXCUSE ANY FAILURE OR DELAY BEYOND A
PERIOD EXCEEDING TEN (10) DAYS FROM THE DATE SUCH PERFORMANCE WOULD HAVE BEEN
DUE BUT FOR SUCH CIRCUMSTANCE OR EVENT.
I.
ALL ARTICLES OF THIS AGREEMENT SHALL SURVIVE THE TERMINATION OF
THIS AGREEMENT UNTIL ALL OBLIGATIONS BETWEEN THE PARTIES HAVE BEEN FINALLY
SETTLED, PROVIDED HOWEVER THAT THIS AGREEMENT SHALL NOT BE CONSTRUED TO PROVIDE
REINSURANCE FOR BUSINESS COVERED, OTHER THAN AS SPECIFICALLY DESCRIBED IN THE
ARTICLES OF THIS AGREEMENT ENTITLED REINSURANCE COVERAGE NOR TO LOSS OCCURRING
AFTER THE TERMINATION DATE OF THIS AGREEMENT OTHER THAN AS EXPRESSED IN THE
ARTICLE ENTITLED COMMENCEMENT AND TERMINATION.
J.
THIS AGREEMENT MAY BE EXECUTED BY THE PARTIES HERETO IN ANY
NUMBER OF COUNTERPARTS, AND BY EACH OF THE PARTIES HERETO IN SEPARATE
COUNTERPARTS, EACH OF WHICH COUNTERPARTS, WHEN SO EXECUTED AND DELIVERED, SHALL
BE DEEMED TO BE AN ORIGINAL, BUT ALL SUCH COUNTERPARTS SHALL TOGETHER CONSTITUTE
BUT ONE AND THE SAME INSTRUMENT.
K.
EACH PARTY TO THIS AGREEMENT SHALL HONOR THE TERMS SET FORTH
HEREIN AS IF THIS AGREEMENT WERE A SEPARATE AGREEMENT BETWEEN THE REINSURER AND
EACH COMPANY. BALANCES
20
PAYABLE OR RECOVERABLE BY ANY REINSURER, OR EACH NAMED COMPANY, SHALL NOT SERVE
TO OFFSET ANY BALANCES, PAYABLE, OR RECOVERABLE TO, ANY COMPANY HEREUNDER.
REPORTS AND REMITTANCES MADE TO THE REINSURER IN ACCORDANCE WITH THE APPLICABLE
ARTICLES HEREOF ARE TO BE IN SUFFICIENT DETAIL TO IDENTIFY BOTH THE REINSURER'S
LOSS OBLIGATIONS DUE EACH REINSURED COMPANY AND EACH REINSURED COMPANY'S PREMIUM
REMITTANCE UNDER THE REPORT. IN THE EVENT OF INSOLVENCY OF ANY OF THE PARTIES TO
THIS AGREEMENT, OFFSETS SHALL ONLY BE ALLOWED IN ACCORDANCE WITH SECTION 7427 OF
THE NEW YORK INSURANCE LAW.