ALTERNATIVE MEDIATION PROCEDURE.
IF THE
PARTIES HAVE MUTUALLY AGREED UNDER SECTION 8.5 THAT THIS SECTION SHALL APPLY TO
A DISPUTE AND SUCH DISPUTE IS NOT RESOLVED BY NEGOTIATION AS PROVIDED IN SECTION
8.2 WITHIN 45 DAYS FROM THE INITIAL NOTICE (OR SUCH LONGER PERIOD AS THE PARTIES
MAY AGREE)
THEN THE PARTIES WILL ATTEMPT TO SETTLE THAT DISPUTE BY MEDIATION IN
ACCORDANCE WITH THE CENTRE FOR EFFECTIVE DISPUTE RESOLUTION (CEDR SOLVE) MODEL
MEDIATION PROCEDURE (THE "MODEL PROCEDURE").
TO INITIATE A MEDIATION, EITHER
PARTY SHALL GIVE NOTICE IN WRITING ("ADR NOTICE") TO THE OTHER PARTY IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 9, REQUESTING MEDIATION IN ACCORDANCE
WITH THE PROVISIONS OF THE MODEL PROCEDURE.
A COPY OF THE ADR NOTICE SHOULD
ALSO BE SENT TO CEDR SOLVE.
8.7
ALTERNATIVE ARBITRATION PROCEDURE.
IF THE
PARTIES HAVE MUTUALLY AGREED UNDER SECTION 8.5 THAT THIS SECTION SHALL APPLY TO
A DISPUTE AND SUCH DISPUTE IS NOT RESOLVED WITHIN 42 DAYS (OR SUCH LONGER PERIOD
AS THE PARTIES MAY AGREE) OF THE GIVING OF THE ADR NOTICE, OR IF ONE OF THE
PARTIES REFUSES TO PARTICIPATE IN MEDIATION, THE DISPUTE SHALL BE REFERRED TO
AND FINALLY RESOLVED UNDER THE RULES OF ARBITRATION OF THE INTERNATIONAL CHAMBER
OF COMMERCE (THE "RULES") BY 3 ARBITRATORS APPOINTED IN ACCORDANCE WITH THE
RULES, AND SO THAT:
(a)
The Tribunal shall consist of three
arbitrators to be appointed in accordance with the Rules.
(b)
The place of arbitration shall be London.
(c)
The language to be used in the arbitral
proceedings shall be English.
16
ARTICLE IX
MISCELLANEOUS PROVISIONS
9.1
HEADINGS AND SCHEDULES.
HEADINGS USED HEREIN
ARE NOT A PART OF THIS AGREEMENT AND SHALL NOT AFFECT THE TERMS HEREOF.
THE
ATTACHED SCHEDULES ARE A PART OF THIS AGREEMENT.
9.2
NOTICES.
ALL NOTICES, REQUESTS, DEMANDS AND
OTHER COMMUNICATIONS UNDER THIS AGREEMENT MUST BE IN WRITING AND WILL BE DEEMED
TO HAVE BEEN DULY GIVEN OR MADE AS FOLLOWS: (A) IF SENT BY REGISTERED OR
CERTIFIED MAIL WITH A RETURN RECEIPT REQUESTED, UPON RECEIPT; (B) IF SENT BY
REPUTABLE OVERNIGHT AIR COURIER, FOUR BUSINESS DAYS AFTER MAILING; (C) IF SENT
BY FACSIMILE TRANSMISSION, WITH A COPY MAILED ON THE SAME DAY IN THE MANNER
PROVIDED IN (A) OR (B) ABOVE, WHEN TRANSMITTED AND RECEIPT IS CONFIRMED BY
TELEPHONE; OR (D) IF OTHERWISE ACTUALLY PERSONALLY DELIVERED, WHEN DELIVERED,
AND SHALL BE DELIVERED AS FOLLOWS:
If to the Company:
Vantage West,
Great West Road,
Brentford,
Middlesex TW8 9AG
Facsimile: +44 (0) 20 8380 3065
Attention:
Company Secretary
If to the Reinsurer:
Craig Appin House,
8 Wesley Street,
Hamilton,
Bermuda,
Facsimile: +441 292 4910
Attention: Iain Lever (Aon Insurance Managers (Bermuda) Limited),
or to such other address or to such other Person as either party may have last
designated by notice to the other party.
9.3
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT SHALL
BE BINDING UPON AND INURE TO THE BENEFIT OF THE PARTIES HERETO AND THEIR
RESPECTIVE SUCCESSORS, PERMITTED ASSIGNS AND LEGAL REPRESENTATIVES.
NEITHER
THIS AGREEMENT, NOR ANY RIGHT OR OBLIGATION HEREUNDER, MAY