Common use of Appointment of the Managing Agent Clause in Contracts

Appointment of the Managing Agent. 2.1 The Members’ Agent and the Managing Agent agree that by signing an Agents’ Syndicate List in respect of any year of account to which this Agreement applies: (a) the Members’ Agent will be deemed to confirm that it has entered into a Members’ Agent’s Agreement with each of the Names and that each such Members’ Agent’s Agreement remains in full force and effect; (b) the Members’ Agent on behalf of each of the Names will be deemed to appoint the Managing Agent as the managing agent of that Name (or, in the case of a Relevant Syndicate of which that Name is already a member, to agree that the appointment of the Managing Agent as his managing agent is to continue), and the Managing Agent will be deemed to agree to act (or to continue to act) as the managing agent of that Name, in respect of the syndicate or syndicates in which that Name is shown as participating in the Agents’ Syndicate List for that year of account on the terms of the Standard Managing Agent’s Agreement (General), with such allocations of the Name’s overall premium limit, and for a remuneration on such basis and at such level, as are specified in, or ascertained in accordance with formulae specified in the Agents’ Syndicate List. 2.2 By signing an Agents’ Syndicate List in respect of a particular year of account the Members’ Agent and the Managing Agent shall also be deemed to agree in the same terms the matters referred to in clause 2.1 in respect of subsequent years of account, subject to any reduction in the member’s syndicate premium limit of any Name arising as a result of a reduction made in accordance with the Syndicate Pre-emption Byelaw (No. 19 of 1997) by the Managing Agent; unless and until that Agents’ Syndicate List is replaced by a new Agents’ Syndicate List signed by the Members’ Agent and the Managing Agent or this Agreement is terminated. 2.3 In relation to any syndicate (a ‘‘Provisional Syndicate’’) in respect of which the Managing Agent is the managing agent and any of the Names is to be a Provisional Insurer within the meaning of clause 8.2 of the Standard Managing Agent’s Agreement (General) by virtue of paragraph (b) or (c) of that clause, the Members’ Agent may: (a) enter on behalf of any such Name into an agreement in the terms of the Standard Managing Agent’s Agreement (General) with the Managing Agent; and (b) agree with the Managing Agent the amount of the relevant Names’ overall premium limits to be allocated to the Provisional Syndicate and the basis and level of the Managing Agent’s remuneration; by signing a written memorandum recording their agreement or in such other manner as the Members’ Agent and the Managing Agent may agree. 2.4 Each of the Members’ Agent and the Managing Agent agrees that it will do all such acts and things and execute all such documents as shall be necessary or expedient on its part: (a) to give effect to any exercise by or on behalf of any Name of the rights conferred by clause 11A of a Managing Agent’s Agreement between that Name and the Managing Agent relating to a Relevant Syndicate; (b) where a nomination or nominations have been made under that clause in respect of part only of a Name’s Prospective Participation, to enable that Name to underwrite as a member of the Relevant Syndicate for the Succeeding Year with a member’s syndicate premium limit equal to the remaining part (and for this purpose the expressions ‘‘Name’s Prospective Participation’’ and ‘‘Succeeding Year’’ have the meanings respectively given to them by that Managing Agent’s Agreement); (c) to give effect to any election made by a Name under clause 3.6 of the Members’ Agent’s Agreement between that Name and the Members’ Agent which affects any Relevant Syndicate in which the Name underwrites through the MAPA with a member’s syndicate premium limit not less than the minimum for the time being prescribed by the Council for the purposes of that clause.