(V) PERSONS WITH A NEED TO KNOW THE INFORMATION AND WHO ARE OBLIGATED TO
MAINTAIN THE CONFIDENTIALITY OF THE CONFIDENTIAL INFORMATION OR WHO HAVE AGREED
IN WRITING TO MAINTAIN THE CONFIDENTIALITY OF THE CONFIDENTIAL INFORMATION IS
EXPRESSLY FORBIDDEN WITHOUT THE PRIOR WRITTEN CONSENT OF THE DISCLOSING PARTY.
COPYING, DUPLICATING, DISCLOSING, OR USING CONFIDENTIAL INFORMATION FOR ANY
PURPOSE BEYOND THIS EXPRESSED PURPOSE IS FORBIDDEN WITHOUT THE PRIOR WRITTEN
CONSENT OF THE DISCLOSING PARTY.
B.
SHOULD A PARTY ("RECEIVING PARTY") RECEIVE A THIRD PARTY DEMAND
PURSUANT TO SUBPOENA, SUMMONS, OR COURT OR GOVERNMENTAL ORDER, TO DISCLOSE
CONFIDENTIAL INFORMATION THAT HAS BEEN PROVIDED BY ANOTHER PARTY TO THIS
AGREEMENT ("DISCLOSING PARTY"), THE RECEIVING PARTY SHALL, TO THE EXTENT
PERMITTED BY LAW, MAKE COMMERCIALLY REASONABLE EFFORTS TO NOTIFY THE DISCLOSING
PARTY PROMPTLY UPON RECEIPT OF THE DEMAND AND PRIOR TO DISCLOSURE OF THE
CONFIDENTIAL INFORMATION AND PROVIDE THE DISCLOSING PARTY A REASONABLE
OPPORTUNITY TO OBJECT TO THE DISCLOSURE. IF SUCH NOTICE IS PROVIDED, THE
RECEIVING PARTY MAY AFTER THE PASSAGE OF FIVE (5) BUSINESS DAYS AFTER PROVIDING
NOTICE, PROCEED TO DISCLOSE THE CONFIDENTIAL INFORMATION AS NECESSARY TO SATISFY
SUCH A DEMAND WITHOUT VIOLATING THIS AGREEMENT. IF THE DISCLOSING PARTY TIMELY
OBJECTS TO THE RELEASE OF THE CONFIDENTIAL INFORMATION, THE RECEIVING PARTY WILL
COMPLY WITH THE REASONABLE REQUESTS OF THE DISCLOSING PARTY IN CONNECTION WITH
THE DISCLOSING PARTY'S EFFORTS TO RESIST RELEASE OF THE CONFIDENTIAL
INFORMATION. THE DISCLOSING PARTY SHALL BEAR THE COST OF RESISTING THE RELEASE
OF THE CONFIDENTIAL INFORMATION.
ARTICLE XXII
OFFSET
The Company and the Reinsurer shall have the right to offset any balance or
amounts due from one party to the other under the terms of this Agreement, as
permitted by sections 1308 and 7427 of the New York Insurance Law. The party
asserting the right of offset may exercise such right any time whether the
balances due are on account of premiums or losses or otherwise. However, in the
event of the insolvency of any party hereto, offset shall only be allowed in
accordance with applicable law.
18
ARTICLE XXIII
RECOVERIES
A.
ALL RECOVERIES, INCLUDING BUT NOT LIMITED TO SALVAGE, SUBROGATION,
PAYMENTS AND REVERSALS OR REDUCTIONS OF VERDICTS OR JUDGMENTS (NET OF THE COST
OF OBTAINING SUCH RECOVERY, PAYMENT OR REVERSAL OR REDUCTION OF A VERDICT OR
JUDGMENT) WHETHER RECOVERED, RECEIVED OR OBTAINED PRIOR OR SUBSEQUENT TO A LOSS
SETTLEMENT UNDER THIS AGREEMENT, INCLUDING AMOUNTS RECOVERABLE UNDER OTHER
REINSURANCE WHETHER COLLECTED OR NOT, SHALL BE APPLIED AS IF RECOVERED, RECEIVED
OR OBTAINED PRIOR TO THE AFORESAID SETTLEMENT AND SHALL BE DEDUCTED FROM THE
ACTUAL LOSSES SUSTAINED TO ARRIVE AT THE AMOUNT OF THE NET LIABILITY. NOTHING IN
THIS ARTICLE SHALL BE CONSTRUED TO MEAN AMOUNTS ARE NOT RECOVERABLE FROM THE
REINSURER UNTIL THE FINAL NET LIABILITY TO THE COMPANY HAS BEEN ASCERTAINED.
AMOUNTS RECOVERED FROM SALVAGE AND/OR SUBROGATION WILL ALWAYS BE USED TO
REIMBURSE ANY EXCESS REINSURERS (AND THE COMPANY SHOULD IT CARRY A PORTION OF
EXCESS COVERAGE NET) BEFORE BEING USED IN ANY WAY TO REIMBURSE THE COMPANY