BE ASSIGNED BY ANY
PARTY WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER PARTY HERETO.
ANY
ASSIGNMENT IN VIOLATION OF THIS SECTION 9.3 SHALL BE VOID AND SHALL HAVE NO
FORCE AND EFFECT.
NOTHING IN THIS SECTION 9.3 SHALL BE CONSTRUED TO PROHIBIT
THE REINSURER FROM RETROCEDING ALL OR ANY PORTION OF THE BUSINESS REINSURED
HEREUNDER.
17
9.4
EXECUTION IN COUNTERPART.
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.
9.5
CURRENCY.
WHENEVER THE ACRONYM "GBP" OR THE
"£" SIGN APPEARS IN THIS AGREEMENT, THEY SHALL BE CONSTRUED TO MEAN BRITISH
POUNDS STERLING AND ALL TRANSACTIONS UNDER THIS AGREEMENT SHALL BE IN BRITISH
POUNDS STERLING.
9.6
AMENDMENTS.
THIS AGREEMENT MAY NOT BE
CHANGED, ALTERED OR MODIFIED UNLESS 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 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.