EXHIBIT 10.13
DATED - , 2002
ST. ▇▇▇▇ REINSURANCE COMPANY LIMITED
AND
PLATINUM RE (UK) LIMITED
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FORM OF UK UNDERWRITING AGENCY AND
UNDERWRITING MANAGEMENT AGREEMENT
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▇▇▇▇▇▇▇▇▇ AND MAY
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇
▇▇▇▇ ▇▇▇
(GWJ/JCD)
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CONTENTS
PAGE
1. Interpretation 4
2. Condition 6
3. Appointment 6
4. Platinum Re UK's Underwriting Authority 6
5. Reports and Records 7
6. Undertakings 7
7. Agency Fee 8
8. Termination of Agency Arrangements 8
9. Condition 8
10. Underwriting and Production Manager 8
11. Scope of Authority 8
12. Underwriting Limits 9
13. Reports and Records 9
14. Costs And Expenses 10
15. Audit Rights 10
16. Data Protection and Business Information 11
17. Arbitration 11
18. Miscellaneous 11
19. Notices 13
20. Governing Law and Jurisdiction 14
21. Counterparts 14
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THIS AGREEMENT is made on -, 2002
BETWEEN:
(1) ST. ▇▇▇▇ REINSURANCE COMPANY LIMITED (registered number 01460363) of The
St. ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇ ▇▇▇ ("ST. ▇▇▇▇ RE UK"); and
(2) PLATINUM RE (UK) LIMITED (registered number 4413755) of The St. ▇▇▇▇ ▇▇▇▇▇,
▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇ ▇▇▇ ("PLATINUM RE UK"),
(each a "PARTY" and together the "PARTIES").
WHEREAS:
A. The St. ▇▇▇▇ Companies, Inc. ("THE ST. ▇▇▇▇") and Platinum Underwriters
Holdings, Ltd. ("PLATINUM HOLDINGS") entered into a Formation and
Separation Agreement dated - June, 2002 (as such agreement may be amended
from time to time) (the "FORMATION AGREEMENT") setting forth certain terms
governing The St. Paul's sponsorship of the organisation of Platinum
Holdings and its subsidiaries, actions to be taken in respect of Platinum
Holdings' initial public offering (the "PUBLIC OFFERING") of its common
shares and the ongoing relationships between The St. ▇▇▇▇ and its
subsidiaries and Platinum Holdings and its subsidiaries after the effective
date of the Public Offering (the "CLOSING DATE").
B. Pursuant to the Formation Agreement, The St. ▇▇▇▇ and Platinum Holdings
agreed to procure that St. ▇▇▇▇ Re UK and Platinum Re UK would enter into
an agreement (the "Business Transfer Agreement") under which St. ▇▇▇▇ Re UK
would transfer certain assets associated with its reinsurance activities to
Platinum Re UK with the intention that Platinum Re UK shall carry on that
business or part thereof transferred in succession to St. ▇▇▇▇ Re UK as a
going concern.
C. Pursuant to the Formation Agreement, The St. ▇▇▇▇ and Platinum Holdings
agreed to procure (inter alia) that St. ▇▇▇▇ Re UK and Platinum Re UK would
enter into certain underwriting agency and underwriting management
arrangements under which Platinum Re UK would act as underwriting agent of
and/or perform certain underwriting functions on behalf of St. ▇▇▇▇ Re UK.
D. As part of the foregoing, the Parties wish to record certain interim
arrangements which would apply in the event that, as at completion of the
Public Offering, Platinum Re UK has not received its authorisation to carry
on insurance business in the United Kingdom and have therefore agreed
certain agency arrangements (on the terms and conditions set out below) to
apply in such eventuality it being the intention of the Parties that
Platinum Re UK be put so far as possible in the position it would have been
in pursuant to the Business Transfer Agreement notwithstanding Platinum Re
UK not having received the Authorisation as at completion of the of the
Public Offering.
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E. In furtherance of the matters described above, St. ▇▇▇▇ Re UK and Platinum
Re UK, as subsidiaries after the Closing Date of The St. ▇▇▇▇ and Platinum
Holdings respectively, wish to set forth in this agreement the terms and
conditions of such underwriting agency and underwriting management
arrangements.
F. The Parties have agreed that the performance of their respective
obligations hereunder shall be conducted in a manner that is consistent
with the regulatory requirements to which the Parties are respectively
subject from time to time.
WHEREBY IT IS AGREED as follows:
PART A - GENERAL
1. INTERPRETATION
1.1 In this agreement (including the recitals and the Schedules):
"ACTION" means any action, suit, arbitration, inquiry,
proceeding or investigation by or before any
court, any governmental or other regulatory
or administrative agency or commission or any
arbitration tribunal;
"AUTHORISATION" means the authorisation of Platinum Re UK
under Part IV of the Financial Services and
Markets ▇▇▇ ▇▇▇▇ to carry on insurance
business in the United Kingdom;
"CLOSING DATE" has the meaning attributed to it in Recital A;
"FORMATION AGREEMENT" has the meaning attributed to it in Recital A;
"IPT" means insurance premium tax charged in
accordance with Part III of the Finance ▇▇▇
▇▇▇▇ on gross written premium;
"PLATINUM HOLDINGS" has the meaning attributed to it in Recital A;
"POLICY" means a contract of reinsurance which is in
one of the forms determined from time to time
by St. ▇▇▇▇ Re UK;
"PUBLIC OFFERING" has the meaning attributed to it in Recital A;
"REINSURANCE" includes retrocession;
"REINSURED CONTRACTS" has the meaning attributed to it in clause 11;
"THE ST. ▇▇▇▇" has the meaning attributed to it in Recital A;
and
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"UNDERWRITING GUIDES" means the underwriting guides in the form
notified in writing by St. ▇▇▇▇ Re UK to
Platinum Re UK from time to time.
1.2 In this agreement, unless otherwise specified:
(A) references to clauses, sub-clauses, Parts and the Schedules are to
clauses, sub-clauses and Parts of, and the Schedules to, this
agreement;
(B) headings to clauses, Parts and the Schedules are for convenience only
and do not affect the interpretation of this agreement;
(C) the Schedules form part of this agreement and shall have the same
force and effect as if expressly set out in the body of this agreement
and any reference to this agreement shall include the Schedules;
(D) references to an "AFFILIATE" of any person shall be construed so as to
mean a person which, directly or indirectly, controls, is under common
control with, or is controlled by, such person;
(E) references to a "COMPANY" shall be construed so as to include any
company, corporation or other body corporate, wherever and however
incorporated or established;
(F) references to a "PERSON" shall be construed so as to include any
individual, firm, company, trust, governmental, state or agency of a
state or any joint venture, association, partnership or other entity,
whether acting in an individual, fiduciary or other capacity (whether
or not having separate legal personality);
(G) the expressions "BODY CORPORATE" and "SUBSIDIARY" shall have the
meanings given in the Companies ▇▇▇ ▇▇▇▇, the Companies Consolidation
(Consequential Provisions) ▇▇▇ ▇▇▇▇, the Companies ▇▇▇ ▇▇▇▇ and Part V
of the Criminal Justice ▇▇▇ ▇▇▇▇;
(H) a reference to a statute or statutory provision shall include a
reference:
(i) to that statute or provision as from time to time consolidated,
modified, re-enacted or replaced by any statute or statutory
provision; and
(ii) to any subordinate legislation made under the relevant statute;
(I) references to any English legal term for any action, remedy, method of
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 terms which most nearly approximate
in that jurisdiction to the English legal term;
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(J) references to writing shall include any modes of reproducing words in
a legible and non-transitory form;
(K) references to the "REGULATOR" in relation to either Party means the
Financial Services Authority or any successor thereto; and
(L) references to the singular shall, where the context so admits, include
a reference to the plural and vice versa.
PART B - AGENCY
2. CONDITION
The provisions of this Part B of this agreement shall take effect upon
completion of the Public Offering only if Platinum Re UK has not received
the Authorisation at that time.
3. APPOINTMENT
3.1 St. ▇▇▇▇ Re UK hereby appoints Platinum Re UK as its disclosed agent to
perform certain reinsurance underwriting and associated functions on its
behalf (and in accordance with its instructions) and Platinum Re UK hereby
accepts such appointment, in each case on and subject to the conditions of
this Part of this agreement.
3.2 St. ▇▇▇▇ Re UK hereby confers on Platinum Re UK all powers and authorities
necessary to enable Platinum Re UK properly to carry out its obligations
under this Part of this agreement.
4. PLATINUM RE UK'S UNDERWRITING AUTHORITY
4.1 Until the arrangements under this Part of this agreement are terminated or
expire, Platinum Re UK shall have authority to accept on behalf of St. ▇▇▇▇
Re UK any application for reinsurance on the basis of information contained
in a duly completed application for cover and which fulfils the relevant
criteria within the Underwriting Guide. It shall be a condition of Platinum
Re UK's authority that any business so accepted on behalf of St. ▇▇▇▇ Re UK
is covered under the one hundred per cent. (100%) Quota Share Retrocession
Agreement (traditional) between St. ▇▇▇▇ Re UK and Platinum Underwriters
Reinsurance Inc..
4.2 Until the arrangements under this Part of the agreement are terminated or
expire, Platinum Re UK shall on behalf of St. ▇▇▇▇ Re UK underwrite
renewals of finite reinsurance contracts of the classes specified on
Schedules A and B attached hereto on such terms as may be specifically
agreed to by St. ▇▇▇▇ Re UK. With respect to the finite contracts of the
classes specified on Schedule A, Platinum Re UK shall have the discretion
to reinsure such contracts under a 100% Quota Share Retrocession Agreement
(non-traditional) between St. ▇▇▇▇ Re UK and Platinum Underwriters
Reinsurance Inc. (or such other non-traditional retrocession agreement as
the parties
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may from time to time agree). With respect to finite reinsurance contracts
specified on Schedule B hereto, Platinum Re UK shall procure that Platinum
Underwriters Reinsurance Inc. shall propose a fair market premium to St.
▇▇▇▇ Re. UK for the one hundred percent (100%) quota share reinsurance to
Platinum Underwriters Reinsurance Inc. of such renewals and St. ▇▇▇▇ Re. UK
may elect, at its sole discretion, whether or not to accept such
reinsurance.
4.3 Platinum Re UK shall also have authority to offer renewals of cover and to
make alterations and endorsements to the terms of cover provided that the
alteration or endorsement is within the relevant criteria set out in the
Underwriting Guide.
4.4 Platinum Re UK shall have no underwriting authority on behalf of St. ▇▇▇▇
Re UK save as expressly set out in this clause.
5. REPORTS AND RECORDS
5.1 Platinum Re UK shall provide to St. ▇▇▇▇ Re UK no later than thirty days
after the end of each month such reports (and in such format) as the
parties may from time to time agree.
5.2 Platinum Re UK shall keep and maintain proper books and records wherein
shall be accurately recorded all business transacted by it on behalf of St.
▇▇▇▇ Re UK and shall retain such books and records as may be required by
applicable law or in accordance with the record retention policies of St.
▇▇▇▇ Re UK, whichever is longer. All records of Platinum Re UK relating to
the business of St. ▇▇▇▇ Re UK shall be open to inspection by St. ▇▇▇▇ Re
UK or its representatives during regular business hours and Platinum Re UK
shall provide copies of all such books and records as may be requested by
St. ▇▇▇▇ Re UK at the expense of Platinum Re UK.
6. UNDERTAKINGS
6.1 Each of the parties undertakes to the other party to:
(A) act in a prompt, business-like and diligent manner, in good faith and
in such a way as does not bring the other party's name into disrepute
or damage the goodwill of the other party's business;
(B) comply with all applicable laws, bye-laws and the requirements of any
governmental or regulatory authority relating to the performance of
the parties' respective obligations under this Part of this agreement;
(C) comply with the terms and conditions of the Policies;
(D) without prejudice to the generality of paragraphs (A) and (B) above,
comply in all respects with the authorisations and registrations of
the other party under the Data Protection ▇▇▇ ▇▇▇▇; and
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(E) deal with requests or enquiries from the other party promptly and
efficiently.
6.2 Platinum Re UK undertakes to St. ▇▇▇▇ Re UK to (without prejudice to the
generality of sub-clauses 6.1(A) and (B) above) comply in all respects with
St. ▇▇▇▇ Re UK's authorisation to carry on an insurance business in the
United Kingdom for the purposes of the Financial Services and Markets ▇▇▇
▇▇▇▇.
7. AGENCY FEE
As compensation for its services under this Part of this Agreement Platinum
Re UK shall receive an agency fee which shall be calculated by applying to
the gross net written premiums produced by Platinum Re UK for St. ▇▇▇▇ Re
UK an arm's length percentage agreed upon by Platinum Re UK and St. ▇▇▇▇ Re
UK. "Gross net written premiums" shall mean gross premiums less return
premiums arising from reduction in rate, cancellation or otherwise less
premiums paid for reinsurance which inures to the benefit of St. ▇▇▇▇ Re
UK.
8. TERMINATION OF AGENCY ARRANGEMENTS
8.1 The provisions of this Part B of this agreement shall cease to have effect
upon the Authorisation.
8.2 In the event that the Authorisation shall not have occurred by 31 December
2002, this agreement (and not, for the avoidance of doubt, merely the
provisions of this Part of this agreement) shall terminate in its entirety
and neither party shall have any liability to the other save to the extent
that the same may have arisen prior to such termination.
PART C - UNDERWRITING MANAGEMENT
9. CONDITION
The provisions of this Part C of this agreement shall take effect upon the
Authorisation.
10. UNDERWRITING AND PRODUCTION MANAGER
Subject to the terms and conditions of this agreement, St. ▇▇▇▇ Re UK
hereby grants Platinum Re UK full authority to act and Platinum Re UK
accepts and agrees to act as underwriting and production manager for St.
▇▇▇▇ Re UK for the purpose of conducting an assumed reinsurance business,
subject to the limitations set forth in this Part C.
11. SCOPE OF AUTHORITY
Subject to the direction and control of St. ▇▇▇▇ Re UK, Platinum Re UK is
hereby authorised to take and shall undertake all customary and reasonable
actions required on behalf of and in the name of St. ▇▇▇▇ Re UK, including
but not limited to soliciting, negotiating, underwriting and executing, on
behalf of St. ▇▇▇▇ Re UK, new and renewal assumed reinsurance contracts,
subject to clause 12 (the "Reinsured Contracts").
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12. UNDERWRITING LIMITS
12.1 Subject to the provisions of clause 11, Platinum Re UK is authorised on
behalf of St. ▇▇▇▇ Re UK to underwrite issuances and renewals of such
reinsurance contracts as determined by Platinum Re UK; provided, that all
such issuances and renewals are covered under the one hundred per cent.
(100%) Quota Share Retrocession Agreement (traditional) between St. ▇▇▇▇ Re
UK and Platinum Underwriters Reinsurance Inc. (for business from non-United
Kingdom cedants) or between St. ▇▇▇▇ Re UK and Platinum Re UK (for business
from UK cedants) (or in either such case such other traditional
retrocession agreement as the parties may from time to time agree).
Platinum Re UK shall be authorised to underwrite such reinsurance contracts
for a period of one year from the date hereof.
12.2 Platinum Re UK shall on behalf of St. ▇▇▇▇ Re UK underwrite renewals of
finite reinsurance contracts of the classes specified on Schedules A and B
attached hereto on such terms as may be specifically agreed to by St. ▇▇▇▇
Re UK. With respect to the finite contracts of the classes specified on
Schedule A, Platinum Re UK shall have the discretion to reinsure such
contracts under a 100% Quota Share Retrocession Agreement (non-traditional)
between St. ▇▇▇▇ Re UK and Platinum Underwriters Reinsurance Inc. (or such
other non-traditional retrocession agreement as the parties may from time
to time agree). With respect to finite reinsurance contracts specified on
Schedule B attached hereto, Platinum Re UK shall propose a fair market
premium to St. ▇▇▇▇ Re UK for the one hundred per cent. (100%) quota share
reinsurance to Platinum Re UK (for business from United Kingdom cedants) or
Platinum Underwriters Reinsurance Inc. (for business from non-United
Kingdom cedants) of such renewals and St. ▇▇▇▇ Re UK may elect, at its sole
discretion, whether or not to accept such reinsurance. Platinum Re UK shall
underwrite such finite reinsurance contracts for a period of three years
from the date hereof; provided, however, that at the option of St. ▇▇▇▇ Re
UK, Platinum Re UK shall continue to underwrite such reinsurance contracts
at the specific direction of St. ▇▇▇▇ Re UK for up to a period of two years
following the third anniversary of the date hereof.
13. REPORTS AND RECORDS
13.1 Platinum Re UK shall provide to St. ▇▇▇▇ Re UK no later than thirty days
after the end of each month, reports in the form as set forth in Exhibit A
attached hereto, or as otherwise agreed to by the parties, in hard copy and
electronic form.
13.2 Platinum Re UK shall keep and maintain proper books and records wherein
shall be accurately recorded all business transacted by it on behalf of St.
▇▇▇▇ Re UK and shall retain such books and records as may be required by
applicable law or in accordance with the record retention policies of St.
▇▇▇▇ Re UK, whichever is longer. All records of Platinum Re UK relating to
the Reinsured Contracts of St. ▇▇▇▇ Re UK shall be open to inspection by
St. ▇▇▇▇ Re UK or its representatives during regular business hours and
Platinum Re UK shall provide copies of all such books and records as may be
requested by St. ▇▇▇▇ Re UK at the expense of Platinum Re UK.
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14. COSTS AND EXPENSES
Platinum Re UK shall bear all charges and expenses incurred by it in
underwriting and administering the business with respect to the Reinsured
Contracts reinsured by Platinum Re UK, Platinum Underwriters Reinsurance
Inc. or any of their affiliates pursuant to this Part C of this agreement.
With respect to the scheduled services (in this clause, "Underwriting
Services") provided hereunder for contracts not reinsured by Platinum Re
UK, Platinum Underwriters Reinsurance Inc. or any of their affiliates, St.
▇▇▇▇ Re UK shall pay to Platinum Re UK the "actual cost" to Platinum Re UK
of performing such Underwriting Services (which shall consist of Platinum
Re UK's direct and reasonable indirect costs), as the case may be, as
certified in good faith by Platinum Re UK. For greater certainty, the
parties agree that "actual cost" will include any incremental and
out-of-pocket costs incurred by Platinum Re UK in connection with the
Underwriting Services, including the conversion, acquisition and
disposition cost of software and equipment acquired for the purposes of
providing the Underwriting Services and the cost of establishing requisite
systems and data feeds and hiring necessary personnel. No later than 30
days following the last day of each calendar quarter, Platinum Re UK shall
provide St. ▇▇▇▇ Re UK with a report setting forth an itemised list of the
Underwriting Services provided to St. ▇▇▇▇ Re UK during such last calendar
quarter, in a form agreed to by the parties. St. ▇▇▇▇ Re UK shall promptly
(and in no event later than 30 days after receipt of such report, unless
St. ▇▇▇▇ Re UK is contesting the amount set forth in the report in good
faith) pay to Platinum Re UK by wire transfer of immediately available
funds all amounts payable as set forth in such report. Each Party shall pay
all taxes for which it is the primary obligor as a result of the provision
of Underwriting Services under this agreement, provided that St. ▇▇▇▇ Re UK
shall be solely responsible for, and shall reimburse Platinum Re UK in
respect of, any sales, gross receipts or transfer tax payable with respect
to the provision of any Underwriting Service under this agreement, and any
such reimbursement obligation shall be in addition to St. ▇▇▇▇ Re UK's
obligation to pay for such Underwriting Service.
PART D - FURTHER PROVISIONS
15. AUDIT RIGHTS
15.1 Upon reasonable prior notice, St. ▇▇▇▇ Re UK shall have full access to any
books and records maintained by Platinum Re UK and its affiliates insofar
as reasonably necessary for the purposes of confirming amounts properly
payable hereunder or satisfying any duty imposed hereby or resulting
herefrom.
15.2 Platinum Re UK shall permit and co-operate with any inspection by the
regulator or appointee of the regulator of St. ▇▇▇▇ Re UK in relation to
the provision of any of the services hereunder.
15.3 As soon as reasonably practicable following any request (or, in the case of
access required by the regulator of St. ▇▇▇▇ Re UK, whether with or without
notice being given by such regulator), access shall be provided to
auditors, other nominated inspectors of St. ▇▇▇▇ Re UK or the regulator or
the appointee of the regulator to relevant facilities
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where records are maintained and provision shall be made for such auditors,
other inspectors or the regulator or the appointee of the regulator to
receive such assistance as they shall reasonably request in relation
thereto.
15.4 In particular, Platinum Re UK shall make available to St. ▇▇▇▇ Re UK all
information, data and materials:
(A) reasonably requested by St. ▇▇▇▇ Re UK so as to enable it to evaluate
the appropriateness of any charges and expenses payable hereunder; or
(B) requested by the regulator of St. ▇▇▇▇ Re UK or the appointee of such
regulator in connection with any regulatory inspection.
15.5 Platinum Re UK acknowledge that an audit may be required for regulatory
purposes and shall maintain all relevant records in such manner and to such
standard as may reasonably be requested by St. ▇▇▇▇ Re UK for the purposes
of compliance with any regulatory requirements.
16. DATA PROTECTION AND BUSINESS INFORMATION
16.1 During the term of this agreement, the Parties shall ensure that they
comply at all times with the provisions of the Data Protection ▇▇▇ ▇▇▇▇ and
all related legislation, regulations and guidelines.
16.2 (A) Each Party shall ensure that to the extent that it holds information
which relates to the other Party's business it shall provide the other
Party with such access to that information as is reasonably required
for the other Party to carry on its business.
(B) For the avoidance of doubt, neither Party shall be required under
sub-clause (A) above to disclose any information which does not relate
to the other Party's business.
17. ARBITRATION
17.1 Subject to clause 17.8, all disputes and differences arising under or in
connection with this contract shall be referred to arbitration under ▇▇▇▇▇
Arbitration Rules.
17.2 The Arbitration Tribunal shall consist of three arbitrators, one to be
appointed by the Claimant, one to be appointed by the Respondent and the
third to be appointed by the two appointed arbitrators.
17.3 The third member of the Tribunal shall be appointed as soon as practicable
(and no later than 28 days) after the appointment of the two
party-appointed arbitrators. The Tribunal shall be constituted upon the
appointment of the third arbitrator.
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17.4 The Arbitrators shall be persons (including those who have retired) with
not less than ten years' experience of insurance or reinsurance within the
industry or as lawyers or other professional advisers serving the industry.
17.5 Where a party fails to appoint an arbitrator within 14 days of being called
upon to do so or where the two party-appointed arbitrators fail to appoint
a third within 28 days of their appointment, then upon application ▇▇▇▇▇
(UK) will appoint an arbitrator to fill the vacancy. At any time prior to
appointment by ▇▇▇▇▇ (UK) the party or arbitrators in default may make such
appointment.
17.6 The Tribunal may in its sole discretion make such orders and directions as
it considers to be necessary for the final determination of the matters in
dispute. The Tribunal shall have the widest discretion permitted under the
law governing the arbitral procedure when making such order or directions.
17.7 The seat of arbitration shall be London.
17.8 If any matter in difference between the Parties is related to a matter of
difference in the United States of America, such matter will be subject to
the arbitration procedure set out in Article XIV of the 100 per cent. Quota
Share Retrocession Agreement [of even date] between St. ▇▇▇▇ Fire and
Marine Insurance Company and Platinum Underwriters Reinsurance, Inc.,
provided that the panel of arbitrators shall apply English law in respect
of those aspects of the matter which relate to the United Kingdom.
18. MISCELLANEOUS
18.1 Neither Party may assign its rights under this agreement without the prior
written consent of the other. Subject to the foregoing, this agreement
shall be binding upon, inure to the benefit of and be enforceable by the
Parties and their respective successors and assigns.
18.2 This agreement and the UK Business Transfer Agreement constitute the whole
and only agreement between the Parties in relation to the subject matter of
this agreement and, save to the extent repeated in this agreement,
supersedes any previous agreement between the Parties with respect thereto.
18.3 This agreement may only be varied in writing signed by each of the Parties.
18.4 (A) No failure or delay on the part of either Party in exercising a right,
power or remedy provided by this agreement or by law shall operate as
a waiver of that right, power or remedy or a waiver of any other
rights, powers or remedies.
(B) No single or partial exercise of a right, power or remedy provided by
this agreement or by law shall prevent further exercise of that right,
power or remedy or the exercise of another right, power or remedy.
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(C) Except as otherwise provided herein, the rights, powers and remedies
provided in this agreement shall be cumulative and not exclusive of
any rights, powers or remedies provided by law.
18.5 If any provision of this agreement or any part of any such provision is
held to be invalid, unlawful or unenforceable, such provision or part (as
the case may be) shall be ineffective only to the extent of such
invalidity, unlawfulness or unenforceability, without rendering invalid,
unlawful or unenforceable or otherwise prejudicing or affecting the
remainder of such provision or any other provision of this agreement.
18.6 The Parties do not intend that any term of this agreement shall be
enforceable, by virtue of the Contracts (Rights of Third Parties) ▇▇▇ ▇▇▇▇,
by any person who is not a party to this agreement.
18.7 Nothing in this agreement and no action taken by the Parties under this
agreement shall constitute a partnership, association, joint venture or
other co-operative entity between the Parties.
18.8 Nothing in this agreement shall oblige either Party to act in breach of the
requirements of any law, rule or regulation applicable to it, including
securities and insurance laws, written policy statements of securities
commissions, insurance and other regulatory authorities, and the by-laws,
rules, regulations and written policy statements of relevant securities and
self-regulatory organisations.
19. NOTICES
19.1 Any notice required or permitted to be given under this agreement shall be
given in writing to the other Party at its address set out below:
if to St. ▇▇▇▇ Re UK, to:
St. ▇▇▇▇ Reinsurance Company Limited
[ADDRESS]
Fax number: -
marked for the attention of the [Company Secretary]
if to Platinum Re UK, to:
Platinum Re (UK) Limited
[ADDRESS]
Fax number: -
marked for the attention of the [Company Secretary]
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Copy to:
[ANYONE?]
Fax number: -
marked for the attention of -
or to such other address or fax number, and marked for the attention of
such other person, as may from time to time be notified by the relevant
Party to the other Party.
19.2 Any such notice shall be sent by first class post or facsimile transmission
(copied by post) or delivered by hand and shall be deemed to be served:
(A) in the case of post, on the second business day after posting;
(B) in the case of facsimile transmission, upon successful transmission
(or, if the day of sending is not a business day in the place of
receipt, at the opening of business on the first business day in the
place of receipt thereafter); and
(C) in the case of delivery by hand, upon delivery (or, if the day of
delivery is not a business day in the place of receipt, at the opening
of business on the first business day in the place of receipt
thereafter).
20. GOVERNING LAW AND JURISDICTION
20.1 This agreement shall be governed by and construed in accordance with
English law.
20.2 The courts in England are to have jurisdiction to settle any dispute
arising out of or in connection with this agreement. Any Actions may
therefore be brought in the English courts.
21. COUNTERPARTS
21.1 This agreement may be executed in any number of counterparts, and by the
Parties on separate counterparts, but shall not be effective until each
Party has executed at least one counterpart.
21.2 Each counterpart shall constitute an original of this agreement, but the
counterparts shall together constitute but one and the same instrument.
IN WITNESS of which each of the Parties has executed this agreement on the day
and year first above written.
[SCHEDULES/APPENDICES AS REQUIRED]
15
SIGNED by )
for and on behalf of ST. ▇▇▇▇ )
REINSURANCE COMPANY )
LIMITED )
SIGNED by )
for and on behalf of PLATINUM )
RE (UK) LIMITED )