Extract to table

All loss settlements made by the Company, whether by way of compromise, ex gratia payment, or otherwise, provided such settlements are made by the Company in good faith and in a businesslike manner, shall be unconditionally binding upon the Reinsurer, and the Reinsurer shall pay or allow, as the case may be, its proportion thereof in accordance with the terms and conditions of this Agreement

(b) The Company shall have the sole and exclusive authority to investigate, adjust, compromise, settle, defend, or otherwise handle all claims, losses, and suits arising under the policies reinsured hereunder, and the Reinsurer shall not be called upon to assume any such authority

Article 16 provides that the Treaty shall be governed by and construed in accordance with the laws of the State of New York

The cedent does not bear the burden of proving good faith; rather, good faith is presumed, and the reinsurer must affirmatively overcome that presumption by adducing proof of bad faith or gross negligence

The cedent's conduct must be so far below the standard of ordinary care as to demonstrate a virtual indifference to the consequences of the settlement

This contention must be evaluated both on its own terms and in the context of the follow-the-fortunes doctrine