THE SAME SHALL BE IN WRITING EXECUTED BY THE
COMPANY AND THE REINSURER.
9.7
GOVERNING LAW.
THIS AGREEMENT WILL BE
CONSTRUED, PERFORMED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF ENGLAND WITHOUT
GIVING EFFECT TO ITS PRINCIPLES OR RULES OF CONFLICT OF LAWS THEREOF TO THE
EXTENT SUCH PRINCIPLES OR RULES WOULD REQUIRE OR PERMIT THE APPLICATION OF THE
LAWS OF ANOTHER JURISDICTION.
9.8
ENTIRE AGREEMENT: SEVERABILITY.
THIS
AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE PARTIES HERETO RELATING
TO THE SUBJECT MATTER HEREOF AND SUPERSEDES ALL PRIOR
18
AND CONTEMPORANEOUS AGREEMENTS, UNDERTAKINGS, STATEMENTS, REPRESENTATIONS AND
WARRANTIES, NEGOTIATIONS AND DISCUSSIONS, WHETHER ORAL OR WRITTEN OF THE PARTIES
AND THERE ARE NO GENERAL OR SPECIFIC WARRANTIES, REPRESENTATIONS OR OTHER
AGREEMENTS BY OR AMONG THE PARTIES IN CONNECTION WITH THE ENTERING INTO OF THIS
AGREEMENT OR THE SUBJECT MATTER HEREOF EXCEPT AS SPECIFICALLY SET FORTH OR
CONTEMPLATED HEREIN.
9.9
ENFORCEABILITY.
IF ANY PROVISION OF THIS
AGREEMENT IS HELD TO BE VOID OR UNENFORCEABLE, IN WHOLE OR IN PART, (I) SUCH
HOLDING SHALL NOT AFFECT THE VALIDITY AND ENFORCEABILITY OF THE REMAINDER OF
THIS AGREEMENT, INCLUDING ANY OTHER PROVISION, PARAGRAPH OR SUBPARAGRAPH, AND
(II) THE PARTIES AGREE TO ATTEMPT IN GOOD FAITH TO REFORM SUCH VOID OR
UNENFORCEABLE PROVISION TO THE EXTENT NECESSARY TO RENDER SUCH PROVISION
ENFORCEABLE AND TO CARRY OUT ITS ORIGINAL INTENT.
9.10
NO WAIVER: PRESERVATION OF REMEDIES.
NO CONSENT
OR WAIVER, EXPRESS OR IMPLIED, BY ANY PARTY TO OR OF ANY BREACH OR DEFAULT BY
ANY OTHER PARTY IN THE PERFORMANCE BY SUCH OTHER PARTY OF ITS OBLIGATIONS
HEREUNDER SHALL BE DEEMED OR CONSTRUED TO BE A CONSENT OR WAIVER TO OR OF ANY
OTHER BREACH OR DEFAULT IN THE PERFORMANCE OF OBLIGATIONS HEREUNDER BY SUCH
OTHER PARTY HEREUNDER.
FAILURE ON THE PART OF ANY PARTY TO COMPLAIN OF ANY ACT
OR FAILURE TO ACT OF ANY OTHER PARTY OR TO DECLARE ANY OTHER PARTY IN DEFAULT,
IRRESPECTIVE OF HOW LONG SUCH FAILURE CONTINUES, SHALL NOT CONSTITUTE A WAIVER
BY SUCH FIRST PARTY OF ANY OF ITS RIGHTS HEREUNDER.
THE RIGHTS AND REMEDIES
PROVIDED ARE CUMULATIVE AND ARE NOT EXCLUSIVE OF ANY RIGHTS OR REMEDIES THAT ANY
PARTY MAY OTHERWISE HAVE AT LAW OR EQUITY.
9.11
THIRD PARTY BENEFICIARY.
NOTHING IN THIS
AGREEMENT SHALL CONFER ANY RIGHTS UPON ANY PERSON THAT IS NOT A PARTY OR A
SUCCESSOR OR PERMITTED ASSIGNEE OF A PARTY TO THIS AGREEMENT.
9.12
INTERPRETATION.
WHENEVER THE WORDS "INCLUDE",
"INCLUDES" OR "INCLUDING" ARE USED IN THIS AGREEMENT, THEY SHALL BE DEEMED TO BE
FOLLOWED BY THE WORDS "WITHOUT LIMITATION".
9.13
SURVIVAL.
ARTICLES VIII AND IX SHALL SURVIVE THE
TERMINATION OF THIS AGREEMENT AND SECTION 6.5(B) SHALL REMAIN IN FORCE FOR A
PERIOD OF 18 MONTHS AFTER THE DATE ON WHICH ANY NOTICE IS SERVED UNDER
SECTION 6.4.
9.14
NEGOTIATED AGREEMENT. THIS AGREEMENT HAS BEEN
NEGOTIATED BY THE PARTIES AND THE FACT THAT THE INITIAL AND FINAL DRAFT WILL
HAVE BEEN PREPARED BY EITHER PARTY OR AN INTERMEDIARY WILL NOT GIVE RISE TO ANY
PRESUMPTION FOR