BE
USED ONLY FOR PURPOSES RELATING TO REINSURANCE UNDER THIS AGREEMENT AND AS
PERMITTED UNDER SECTION 3.7.
3.7
CO-OPERATION.
EACH PARTY HERETO SHALL
CO-OPERATE FULLY WITH THE OTHER IN ALL REASONABLE RESPECTS IN ORDER TO
ACCOMPLISH THE OBJECTIVES OF THIS AGREEMENT INCLUDING MAKING AVAILABLE TO EACH
THEIR RESPECTIVE OFFICERS AND EMPLOYEES FOR INTERVIEW AND MEETINGS WITH
GOVERNMENTAL AUTHORITIES AND FURNISHING ANY ADDITIONAL ASSISTANCE, INFORMATION
AND DOCUMENTS AS MAY BE REASONABLY REQUESTED BY EITHER PARTY FROM TIME TO TIME.
EACH PARTY IS PERMITTED TO FURNISH SUCH DOCUMENTS AND INFORMATION CONCERNING
THIS AGREEMENT, THE REINSURANCE UNDER THIS AGREEMENT AND THE OBJECTIVES OF THIS
AGREEMENT (I) TO ITS ADVISORS, INSURANCE MANAGERS AND AUDITORS AS MAY BE
DESIRABLE IN CONNECTION WITH SERVICING THE BUSINESS OF THE PARTY CONCERNED OR
SUCH PARTY COMPLYING WITH APPLICABLE LAW AND (II) AS REQUIRED UNDER APPLICABLE
LAW.
3.8
ERRORS AND OMISSIONS.
IF ANY DELAY,
OMISSION, ERROR OR FAILURE TO PAY AMOUNTS DUE OR TO PERFORM ANY OTHER ACT
REQUIRED BY THIS AGREEMENT IS UNINTENTIONAL AND CAUSED BY MISUNDERSTANDING OR
OVERSIGHT, THE COMPANY AND THE REINSURER WILL ADJUST THE SITUATION TO WHAT IT
WOULD HAVE BEEN HAD THE MISUNDERSTANDING OR OVERSIGHT NOT OCCURRED.
THE PARTY
FIRST DISCOVERING SUCH MISUNDERSTANDING OR OVERSIGHT, OR AN ACT RESULTING FROM
SUCH MISUNDERSTANDING OR OVERSIGHT, WILL NOTIFY THE OTHER PARTY IN WRITING
PROMPTLY UPON DISCOVERY THEREOF, AND THE PARTIES SHALL ACT TO CORRECT SUCH
MISUNDERSTANDING OR OVERSIGHT WITHIN TWENTY (20) BUSINESS DAYS OF SUCH OTHER
PARTY'S RECEIPT OF SUCH NOTICE.
HOWEVER, THIS SECTION SHALL NOT BE CONSTRUED AS
A WAIVER BY EITHER PARTY OF ITS RIGHT TO ENFORCE STRICTLY THE TERMS OF THIS
AGREEMENT.
7
3.9
AGE, SEX AND OTHER ADJUSTMENTS.
THE
LIABILITY OF THE REINSURER SHALL FOLLOW THAT OF THE COMPANY INCLUDING IN
CIRCUMSTANCES WHERE THE COMPANY'S LIABILITY UNDER ANY OF THE RELEVANT RISKS IS
CHANGED BECAUSE OF A MISSTATEMENT OF AGE OR SEX OR ANY OTHER MATERIAL FACT, AND
THE COMPANY AND THE REINSURER WILL MAKE ALL APPROPRIATE ADJUSTMENTS TO AMOUNTS
DUE TO EACH OTHER UNDER THIS AGREEMENT IN SUCH CIRCUMSTANCES.
3.10
SETOFF.
ANY DEBTS OR CREDITS, MATURED OR
UNMATURED, LIQUIDATED OR UNLIQUIDATED, REGARDLESS OF WHEN THEY AROSE OR WERE
INCURRED, IN FAVOUR OF OR AGAINST EITHER THE COMPANY OR THE REINSURER WITH
RESPECT TO THIS AGREEMENT ARE DEEMED MUTUAL DEBTS OR CREDITS, AS THE CASE MAY
BE, AND SHALL BE SETOFF FROM ANY AMOUNTS DUE TO THE COMPANY OR THE REINSURER
HEREUNDER, AS THE CASE MAY BE, AND ONLY THE NET BALANCE SHALL BE ALLOWED OR
PAID.
ARTICLE IV
CEDING COMMISSION
4.1
CEDING COMMISSION.
ON AND SUBJECT TO THE
TERMS OF THIS AGREEMENT, THE REINSURER SHALL PAY TO THE COMPANY (OR, AS THE CASE
MAY BE, THE COMPANY SHALL PAY TO THE REINSURER), AN ESTIMATE OF THE CEDING
COMMISSION (THE "ESTIMATED CEDING COMMISSION") PAYABLE IN RESPECT OF THAT
ACCOUNTING PERIOD IN AN AMOUNT DETERMINED IN ACCORDANCE WITH SCHEDULE A PART
II.
THE AMOUNT OF THE ESTIMATED CEDING COMMISSION IN RESPECT OF EACH ACCOUNTING
PERIOD SHALL, SUBJECT TO SECTION 4.2 BELOW, BE