A COMPANY SHALL BE CONSTRUED SO
AS TO INCLUDE ANY COMPANY, CORPORATION OR OTHER BODY CORPORATE OR OTHER LEGAL
ENTITY, WHEREVER AND HOWEVER INCORPORATED OR ESTABLISHED.
1.5
REFERENCES TO A PERSON SHALL BE CONSTRUED SO
AS TO INCLUDE ANY INDIVIDUAL, FIRM, COMPANY, GOVERNMENT, STATE OR AGENCY OF A
STATE OR ANY JOINT VENTURE, ASSOCIATION, PARTNERSHIP, WORKS COUNCIL OR EMPLOYEE
REPRESENTATIVE BODY (WHETHER OR NOT HAVING SEPARATE LEGAL PERSONALITY).
1.6
REFERENCES TO TIMES OF THE DAY ARE TO LOCAL
TIME IN THE RELEVANT JURISDICTION UNLESS OTHERWISE STATED.
REFERENCES TO DAYS
ARE TO CALENDAR DAYS.
1.7
REFERENCES TO ANY ENGLISH LEGAL TERM FOR ANY
ACTION, REMEDY, METHOD OR JUDICIAL PROCEEDING, LEGAL DOCUMENT, LEGAL STATUS,
COURT, OFFICIAL, OR ANY LEGAL CONCEPT OR THING SHALL IN RESPECT OF ANY
JURISDICTION OTHER THAN ENGLAND BE DEEMED TO INCLUDE WHAT MOST NEARLY
APPROXIMATES IN THAT JURISDICTION TO THE ENGLISH LEGAL TERM.
1.8
REFERENCES TO US DOLLARS OR USD OR US$ ARE TO
THE LAWFUL CURRENCY FROM TIME TO TIME OF THE UNITED STATES OF AMERICA.
1.9
WHERE THERE IS ANY INCONSISTENCY BETWEEN THE
DEFINITIONS SET OUT IN THIS CLAUSE AND THE DEFINITIONS SET OUT IN ANY CLAUSE OR
SCHEDULE, THEN FOR THE PURPOSES OF CONSTRUING SUCH CLAUSE OR SCHEDULE, THE
DEFINITIONS SET OUT IN SUCH CLAUSE OR SCHEDULE SHALL PREVAIL.
1.10
SUBCLAUSES 1.1 TO 1.9 APPLY UNLESS THE CONTRARY
INTENTION APPEARS.
1.11
THE HEADINGS IN THIS AGREEMENT DO NOT AFFECT ITS
INTERPRETATION.
1.12
ANY SCHEDULE OR APPENDIX TO THIS AGREEMENT SHALL
TAKE EFFECT AS IF SET OUT IN THIS AGREEMENT AND REFERENCES TO THIS AGREEMENT
SHALL INCLUDE ITS SCHEDULES AND APPENDICES.
2.
THE BUSINESS OF THE COMPANY
2.1
THE BUSINESS OF THE COMPANY SHALL BE TO BE A
HOLDING COMPANY FOR ITS OPERATING SUBSIDIARIES.
THE ACTIVITIES OF THE OPERATING
SUBSIDIARIES SHALL BE PRIMARILY TO PROVIDE A BROAD RANGE OF PROPERTY AND
CASUALTY REINSURANCE PRODUCTS TO INSURANCE COMPANIES IN THE TERRITORY OR WHERE
THE ULTIMATE INSURED, OR ITS PARENT COMPANY, ARE LOCATED IN THE TERRITORY, WHICH
REINSURANCE PRODUCTS WILL COVER PROPERTY AND CASUALTY RISKS, INCLUDING AVIATION,
ENERGY, COMMERCIAL TRANSPORTATION, MARINE, ENGINEERING, INDUSTRIAL AND SPECIALTY
PROPERTY CATASTROPHE RISKS IN ACCORDANCE WITH THE COMPANY'S REGULATORY
APPROVALS, CONSENTS AND LICENSES AND THE BUSINESS PLAN AND BUDGET (THE
BUSINESS).
FOR THE AVOIDANCE OF DOUBT, THROUGHOUT THIS AGREEMENT, REINSURANCE
INCLUDES RETROCESSION.
9
3.
CONDITIONS SUBSEQUENT
3.1
THE OBLIGATIONS OF THE PARTIES UNDER THIS
AGREEMENT ARE CONDITIONAL ON:
(A)
RECEIPT OF REGULATORY CONSENTS, LICENSES AND
APPROVALS FROM THE DFSA TO ENABLE THE REINSURANCE SUBSIDIARY TO EFFECT CONTRACTS
OF INSURANCE AND TO CARRY OUT CONTRACTS OF INSURANCE FREE OF CONDITIONS AND
RESTRICTIONS;
(B)
INCORPORATION OF THE COMPANY AND THE
REINSURANCE SUBSIDIARY IN ACCORDANCE WITH CLAUSE 4;
(C)
[****];
(D)
THE REINSURANCE SUBSIDIARY OBTAINING AND
ACCEPTING A PRE-START UP RATING OF [****]; AND
(E)
RECEIPT OF REGULATORY CONSENTS FROM ANY
APPLICABLE COMPETITION AUTHORITY OR EXPIRATION OF RELEVANT WAITING PERIODS UNDER
ANY APPLICABLE COMPETITION LAW.
3.2
THE SHAREHOLDERS MAY MUTUALLY AGREE IN WRITING
TO WAIVE ALL OR ANY OF THE CONDITIONS (C) TO (F) IN