Common use of MANAGEMENT OF THE SPF Clause in Contracts

MANAGEMENT OF THE SPF. 2.1 The SPF, the ARP and the ROF shall be managed and administered by the SPF Manager. 2.2 The PII Committee shall, following consultation in that regard with the Participating Insurers Committee as provided for in this Agreement, appoint the SPF Manager to manage the SPF, the ARP and the ROF in accordance with a standard form of appointment to be designated by the PII Committee from time to time. 2.3 The SPF Manager may, with the prior written consent of the PII Committee, appoint one (1) or more third parties to carry out on its behalf some or all of the functions of the SPF Manager as set out in this Agreement and (without limitation to the generality of the foregoing) may delegate its functions of claims management and settlement, either generally or with reference to specific claims, to one (1) or more Participating Insurers, on such terms as the PII Committee may approve, including inter alia terms designed to avoid any conflicts of interest arising and to maintain confidentiality in respect of any designated classes of information. 2.4 The Insurer agrees that the SPF Manager may issue an ARP Coverage for and on account of the ARP incepting during any relevant Indemnity Period where either: 2.4.1 the Firm has applied to be insured through the ARP and: (a) satisfies the ARP Eligibility Criteria, or (b) holds an ARP Eligibility Dispensation; or 2.4.2 the Firm has not applied to be insured through the ARP and is a Defaulting Firm. 2.5 The Insurer agrees that the SPF Manager may issue Run-off Cover for and on account of the ROF incepting during any relevant Indemnity Period where the Firm satisfies the ROF Eligibility Criteria or the ARP Run-off Eligibility Criteria. The Insurer also agrees that a Defaulting Run-off Firm shall not be entitled to obtain Run-off Cover from the ROF but shall be entitled to cover arranged by the SPF Manager through the ROF under Regulation 6(a) of the Regulations. 2.6 The Insurer irrevocably appoints the SPF Manager as its agent to: 2.6.1 manage the SPF, the ARP and the ROF; 2.6.2 calculate and adjust the Insurer’s Percentage Participation and percentage liability in respect of the SPF, the ARP and the ROF (or any of them); 2.6.3 if agreed in writing and subject to the terms of any agreement made with the Revenue Commissioners for this purpose, collect and account to the Revenue Commissioners for any stamp duty on insurance premiums in respect of the SPF, the ARP and the ROF (or any of them); 2.6.4 provide data to the Law Society relating to: (a) the SPF; (b) the ARP Coverage and/or Firms in the ARP and/or each other coverage arranged by the SPF Manager pursuant to paragraph 2.12; and (c) the Run-off Cover, Firms in the ROF, Run-off Firms in respect of which the SPF Manager has arranged cover through the ROF under paragraph 2.13 and/or Defaulting Run-off Firms in respect of which the SPF Manager has arranged cover through the ROF under paragraph 2.14 or Regulation 6(a) of the Regulations, or any of them; 2.6.5 do all things necessary and incidental to any of the above, the matters set out in paragraphs 2.7 and 2.8 below and any other such things as may be necessary from time to time to facilitate the operation of the SPF, the ARP and the ROF; and 2.6.6 carry out and perform such other functions and duties as the PII Committee may from time to time determine to be appropriate and necessary. 2.7 The Insurer irrevocably appoints the SPF Manager as its agent to: 2.7.1 calculate the premium payable by each Firm in the ARP in accordance with the ARP Premium Schedule and the Regulations; 2.7.2 bind the Insurer to the terms of ARP Coverage issued to each Firm in the ARP; 2.7.3 issue ARP Coverage and related documentation to Firms in the ARP on behalf of Participating Insurers participating in the ARP; and 2.7.4 receive notice of, negotiate, settle and pay claims on behalf of all Participating Insurers participating in the ARP. 2.8 The Insurer irrevocably appoints the SPF Manager as its agent to: 2.8.1 bind the Insurer to the terms of Run-off Cover issued to each Firm in the ROF; 2.8.2 issue Run-off Cover and related documentation to Firms in the ROF on behalf of Participating Insurers participating in the ROF; and 2.8.3 receive notice of, negotiate, settle and pay claims on behalf of all Participating Insurers participating in the ROF. 2.9 The Insurer agrees with the Law Society that it shall appoint and the Insurer hereby irrevocably appoints the SPF Manager as its agent to: 2.9.1 conduct any claim against a Firm in the ARP, advance defence costs and, if appropriate, compromise and pay any such claim in the normal course on behalf of each relevant Participating Insurer, and 2.9.2 where appropriate to commence, be a party to and be bound by the decision of any arbitration in accordance with clauses 14 and 15 of this Agreement where the matters in issue in such arbitration relate to the Insurer’s participation in the ARP and the Insurer undertakes that it shall, at the request or direction of the PII Committee from time to time, provide the SPF Manager with such evidence of its appointment hereunder in such form as may, in the opinion of the PII Committee, be necessary and/or desirable. 2.10 The Insurer agrees with the Law Society that it shall appoint and the Insurer hereby irrevocably appoints the SPF Manager as its agent to: 2.10.1 conduct any claim against a Firm in the ROF, advance defence costs and, if appropriate, compromise and pay any such claim in the normal course on behalf of each relevant Participating Insurer, and 2.10.2 where appropriate to commence, be a party to and be bound by the decision of any arbitration in accordance with clauses 14 and 15 of this Agreement where the matters in issue in such arbitration relate to the Insurer’s participation in the ROF and the Insurer undertakes that it shall, at the request or direction of the PII Committee from time to time, provide the SPF Manager with such evidence of its appointment hereunder in such form as may, in the opinion of the PII Committee, be necessary and/or desirable. 2.11 Where a Firm seeking coverage through the ARP makes an application to the SPF Manager to enter into the ARP, the SPF Manager shall establish whether that Firm is eligible to be covered through the ARP in accordance with paragraph 2.4.1, and if so, the SPF Manager may issue an ARP Coverage to that Firm. The SPF Manager shall notify the Law Society within one (1) Working Day after issuing the ARP Coverage of the identity of the Firm in question and the fact that the Firm in question has been issued with an ARP Coverage. 2.12 The Insurer agrees with the Law Society that it shall appoint and the Insurer hereby irrevocably appoints the SPF Manager as its agent to make and agree arrangements with the Law Society for the purpose of providing professional indemnity insurance in respect of Defaulting Firms in the ARP, and the effect of such arrangements shall be that insurance shall be provided in respect of Defaulting Firms by those Participating Insurers participating in the SPF incorporating the Minimum Terms and Conditions as and to the extent prescribed by the Regulations. 2.13 The Insurer agrees with the Law Society that it shall appoint and the Insurer hereby irrevocably appoints the SPF Manager as its agent to make and agree arrangements with the Law Society for the purpose of providing Run-off Cover in respect of Run-off Firms in the ROF as and to the extent prescribed by the Regulations, and the effect of such arrangements shall be that insurance shall be provided in respect of Run-off Firms by those Participating Insurers participating in the SPF incorporating the Minimum Terms and Conditions as and to the extent prescribed by the Regulations. 2.14 The Insurer agrees with the Law Society that it shall appoint and the Insurer hereby irrevocably appoints the SPF Manager as its agent to make and agree arrangements with the Law Society for the purpose of providing professional indemnity insurance in respect of Defaulting Run-off Firms in the ROF, and the effect of such arrangements shall be that insurance shall be provided in respect of Defaulting Run-off Firms by those Participating Insurers participating in the SPF incorporating the Minimum Terms and Conditions as varied by or pursuant to the Regulations. 2.15 Any ARP Coverage issued in accordance with paragraph 2.11 shall incept on the date specified by the SPF Manager in accordance with the provisions of the Regulations. Any other coverage arranged by the SPF Manager pursuant to paragraph 2.12 shall be treated as incepting on the first day of the Indemnity Period to which it relates, or, if later, the first day on which the Firm ceased to hold Qualifying Insurance outside the ARP but for the avoidance of doubt, that fact shall not operate to permit any Firm receiving the benefit of such coverage to maintain that it has satisfied the provisions of the Regulations such as not to be in default thereunder. 2.16 Any Run-off Cover issued to a Firm in accordance with the Regulations shall incept on the date of expiry of that Firm’s Coverage Period or its ARP Coverage (as the case may be). Any other cover arranged by the SPF Manager pursuant to paragraph 2.13 or 2.14 shall be treated as incepting on the date on which the Firm becomes a Run-off Firm or a Defaulting Run-off Firm (as the case may be).

MANAGEMENT OF THE SPF. 2.1 The SPF, the ARP and the ROF shall be managed and administered by the SPF Manager. 2.2 The PII Committee shall, following consultation in that regard with the Participating Qualified Insurers Committee as provided for in this Agreement, appoint the SPF Manager to manage the SPF, the ARP and the ROF in accordance with a standard form of appointment to be designated by the PII Committee from time to time. 2.3 The SPF Manager may, with the prior written consent of the PII Committee, appoint one (1) or more third parties to carry out on its behalf some or all of the functions of the SPF Manager as set out in this Agreement and (without limitation to the generality of the foregoing) may delegate its functions of claims management and settlement, either generally or with reference to specific claims, to one (1) or more Participating Qualified Insurers, on such terms as the PII Committee may approve, including inter alia terms designed to avoid any conflicts of interest arising and to maintain confidentiality in respect of any designated classes of information. 2.4 The Insurer agrees that the SPF Manager may issue an ARP Coverage for and on account of the ARP incepting during any relevant Indemnity Period where either: 2.4.1 the Firm has applied to be insured through the ARP and: (a) satisfies the ARP Eligibility Criteria, or (b) holds an ARP Eligibility Dispensation; or 2.4.2 the Firm has not applied to be insured through the ARP and is a Defaulting Firm. 2.5 The Insurer agrees that the SPF Manager may issue Run-off Cover for and on account of the ROF incepting during any relevant Indemnity Period where the Firm satisfies the ROF Eligibility Criteria or the ARP Run-off Eligibility Criteria. The Insurer also agrees that a Defaulting Run-off Firm shall not be entitled to obtain Run-off Cover from the ROF but shall be entitled to cover arranged by the SPF Manager through the ROF under Regulation 6(a) of the Regulations. 2.6 The Insurer irrevocably appoints the SPF Manager as its agent to: 2.6.1 manage the SPF, the ARP and the ROF; 2.6.2 calculate and adjust the Insurer’s Percentage Participation and percentage liability in respect of the SPF, the ARP and the ROF (or any of them); 2.6.3 if agreed in writing and subject to the terms of any agreement made with the Revenue Commissioners for this purpose, collect and account to the Revenue Commissioners for any stamp duty on insurance premiums in respect of the SPF, the ARP and the ROF (or any of them); 2.6.4 provide data to the Law Society relating to: (a) the SPF; (b) the ARP Coverage and/or Firms in the ARP and/or each other coverage arranged by the SPF Manager pursuant to paragraph 2.12; and (c) the Run-off Cover, Firms in the ROF, Run-off Firms in respect of which the SPF Manager has arranged cover through the ROF under paragraph 2.13 and/or Defaulting Run-off Firms in respect of which the SPF Manager has arranged cover through the ROF under paragraph 2.14 or Regulation 6(a) of the Regulations, or any of them; 2.6.5 do all things necessary and incidental to any of the above, the matters set out in paragraphs 2.7 and 2.8 below and any other such things as may be necessary from time to time to facilitate the operation of the SPF, the ARP and the ROF; and 2.6.6 carry out and perform such other functions and duties as the PII Committee may from time to time determine to be appropriate and necessary. 2.7 The Insurer irrevocably appoints the SPF Manager as its agent to: 2.7.1 calculate the premium payable by each Firm in the ARP in accordance with the ARP Premium Schedule and the Regulations; 2.7.2 bind the Insurer to the terms of ARP Coverage issued to each Firm in the ARP; 2.7.3 issue ARP Coverage and related documentation to Firms in the ARP on behalf of Participating Qualified Insurers participating in the ARP; and 2.7.4 receive notice of, negotiate, settle and pay claims on behalf of all Participating Qualified Insurers participating in the ARP. 2.8 The Insurer irrevocably appoints the SPF Manager as its agent to: 2.8.1 bind the Insurer to the terms of Run-off Cover issued to each Firm in the ROF; 2.8.2 issue Run-off Cover and related documentation to Firms in the ROF on behalf of Participating Qualified Insurers participating in the ROF; and 2.8.3 receive notice of, negotiate, settle and pay claims on behalf of all Participating Qualified Insurers participating in the ROF. 2.9 The Insurer agrees with the Law Society that it shall appoint and the Insurer hereby irrevocably appoints the SPF Manager as its agent to: 2.9.1 conduct any claim against a Firm in the ARP, advance defence costs and, if appropriate, compromise and pay any such claim in the normal course on behalf of each relevant Participating Qualified Insurer, and 2.9.2 where appropriate to commence, be a party to and be bound by the decision of any arbitration in accordance with clauses 14 and 15 of this Agreement where the matters in issue in such arbitration relate to the Insurer’s participation in the ARP and the Insurer undertakes that it shall, at the request or direction of the PII Committee from time to time, provide the SPF Manager with such evidence of its appointment hereunder in such form as may, in the opinion of the PII Committee, be necessary and/or desirable. 2.10 The Insurer agrees with the Law Society that it shall appoint and the Insurer hereby irrevocably appoints the SPF Manager as its agent to: 2.10.1 conduct any claim against a Firm in the ROF, advance defence costs and, if appropriate, compromise and pay any such claim in the normal course on behalf of each relevant Participating Qualified Insurer, and 2.10.2 where appropriate to commence, be a party to and be bound by the decision of any arbitration in accordance with clauses 14 and 15 of this Agreement where the matters in issue in such arbitration relate to the Insurer’s participation in the ROF and the Insurer undertakes that it shall, at the request or direction of the PII Committee from time to time, provide the SPF Manager with such evidence of its appointment hereunder in such form as may, in the opinion of the PII Committee, be necessary and/or desirable. 2.11 Where a Firm seeking coverage through the ARP makes an application to the SPF Manager to enter into the ARP, the SPF Manager shall establish whether that Firm is eligible to be covered through the ARP in accordance with paragraph 2.4.1, and if so, the SPF Manager may issue an ARP Coverage to that Firm. The SPF Manager shall notify the Law Society within one (1) Working Day after issuing the ARP Coverage of the identity of the Firm in question and the fact that the Firm in question has been issued with an ARP Coverage. 2.12 The Insurer agrees with the Law Society that it shall appoint and the Insurer hereby irrevocably appoints the SPF Manager as its agent to make and agree arrangements with the Law Society for the purpose of providing professional indemnity insurance in respect of Defaulting Firms in the ARP, and the effect of such arrangements shall be that insurance shall be provided in respect of Defaulting Firms by those Participating Qualified Insurers participating in the SPF incorporating the Minimum Terms and Conditions as and to the extent prescribed by the Regulations. 2.13 The Insurer agrees with the Law Society that it shall appoint and the Insurer hereby irrevocably appoints the SPF Manager as its agent to make and agree arrangements with the Law Society for the purpose of providing Run-off Cover in respect of Run-off Firms in the ROF as and to the extent prescribed by the Regulations, and the effect of such arrangements shall be that insurance shall be provided in respect of Run-off Firms by those Participating Qualified Insurers participating in the SPF incorporating the Minimum Terms and Conditions as and to the extent prescribed by the Regulations. 2.14 The Insurer agrees with the Law Society that it shall appoint and the Insurer hereby irrevocably appoints the SPF Manager as its agent to make and agree arrangements with the Law Society for the purpose of providing professional indemnity insurance in respect of Defaulting Run-off Firms in the ROF, and the effect of such arrangements shall be that insurance shall be provided in respect of Defaulting Run-off Firms by those Participating Qualified Insurers participating in the SPF incorporating the Minimum Terms and Conditions as varied by or pursuant to the Regulations. 2.15 Any ARP Coverage issued in accordance with paragraph 2.11 shall incept on the date specified by the SPF Manager in accordance with the provisions of the Regulations. Any other coverage arranged by the SPF Manager pursuant to paragraph 2.12 shall be treated as incepting on the first day of the Indemnity Period to which it relates, or, if later, the first day on which the Firm ceased to hold Qualifying Insurance outside the ARP but for the avoidance of doubt, that fact shall not operate to permit any Firm receiving the benefit of such coverage to maintain that it has satisfied the provisions of the Regulations such as not to be in default thereunder. 2.16 Any Run-off Cover issued to a Firm in accordance with the Regulations shall incept on the date of expiry of that Firm’s Coverage Period or its ARP Coverage (as the case may be). Any other cover arranged by the SPF Manager pursuant to paragraph 2.13 or 2.14 shall be treated as incepting on the date on which the Firm becomes a Run-off Firm or a Defaulting Run-off Firm (as the case may be).

MANAGEMENT OF THE SPF. 2.1 The SPF, the ARP and the ROF shall be managed and administered by the SPF Manager. 2.2 The PII Committee shall, following consultation in that regard with the Participating Insurers Committee as provided for in this Agreement, appoint the SPF Manager to manage the SPF, the ARP and the ROF in accordance with a standard form of appointment to be designated by the PII Committee from time to time. 2.3 The SPF Manager may, with the prior written consent of the PII Committee, appoint one (1) or more third parties to carry out on its behalf some or all of the functions of the SPF Manager as set out in this Agreement and (without limitation to the generality of the foregoing) may delegate its functions of claims management and settlement, either generally or with reference to specific claims, to one (1) or more Participating Insurers, on such terms as the PII Committee may approve, including inter alia terms designed to avoid any conflicts of interest arising and to maintain confidentiality in respect of any designated classes of information. 2.4 The Insurer agrees that the SPF Manager may issue an ARP Coverage for and on account of the ARP incepting during any relevant Indemnity Period where either: 2.4.1 the Firm has applied to be insured through the ARP and: (a) satisfies the ARP Eligibility Criteria, or (b) holds an ARP Eligibility Dispensation; or 2.4.2 the Firm has not applied to be insured through the ARP and is a Defaulting Firm. 2.5 The Insurer agrees that the SPF Manager may issue Run-off Cover for and on account of the ROF incepting during any relevant Indemnity Period where the Firm satisfies the ROF Eligibility Criteria or the ARP Run-off Eligibility Criteria. The Insurer also agrees that a Defaulting Run-off Firm shall not be entitled to obtain Run-off Cover from the ROF but shall be entitled to cover arranged by the SPF Manager through the ROF under Regulation 6(a7(a) of the Regulations. 2.6 The Insurer irrevocably appoints the SPF Manager as its agent to: 2.6.1 manage the SPF, the ARP and the ROF; 2.6.2 calculate and adjust the Insurer’s Percentage Participation and percentage liability in respect of the SPF, the ARP and the ROF (or any of them); 2.6.3 if agreed in writing and subject to the terms of any agreement made with the Revenue Commissioners for this purpose, collect and account to the Revenue Commissioners for any stamp duty on insurance premiums in respect of the SPF, the ARP and the ROF (or any of them); 2.6.4 provide data to the Law Society relating to: (a) the SPF; (b) the ARP Coverage and/or Firms in the ARP and/or each other coverage arranged by the SPF Manager pursuant to paragraph 2.12; and (c) the Run-off Cover, Firms in the ROF, Run-off Firms in respect of which the SPF Manager has arranged cover through the ROF under paragraph 2.13 and/or Defaulting Run-off Firms in respect of which the SPF Manager has arranged cover through the ROF under paragraph 2.14 or Regulation 6(a7(a) of the Regulations, or any of them; 2.6.5 do all things necessary and incidental to any of the above, the matters set out in paragraphs 2.7 and 2.8 below and any other such things as may be necessary from time to time to facilitate the operation of the SPF, the ARP and the ROF; and 2.6.6 carry out and perform such other functions and duties as the PII Committee may from time to time determine to be appropriate and necessary. 2.7 The Insurer irrevocably appoints the SPF Manager as its agent to: 2.7.1 calculate the premium payable by each Firm in the ARP in accordance with the ARP Premium Schedule and the Regulations; 2.7.2 bind the Insurer to the terms of ARP Coverage issued to each Firm in the ARP; 2.7.3 issue ARP Coverage and related documentation to Firms in the ARP on behalf of Participating Insurers participating in the ARP; and 2.7.4 receive notice of, negotiate, settle and pay claims on behalf of all Participating Insurers participating in the ARP. 2.8 The Insurer irrevocably appoints the SPF Manager as its agent to: 2.8.1 bind the Insurer to the terms of Run-off Cover issued to each Firm in the ROF; 2.8.2 issue Run-off Cover and related documentation to Firms in the ROF on behalf of Participating Insurers participating in the ROF; and 2.8.3 receive notice of, negotiate, settle and pay claims on behalf of all Participating Insurers participating in the ROF. 2.9 The Insurer agrees with the Law Society that it shall appoint and the Insurer hereby irrevocably appoints the SPF Manager as its agent to: 2.9.1 conduct any claim against a Firm in the ARP, advance defence costs and, if appropriate, compromise and pay any such claim in the normal course on behalf of each relevant Participating Insurer, and 2.9.2 where appropriate to commence, be a party to and be bound by the decision of any arbitration in accordance with clauses 14 and 15 of this Agreement where the matters in issue in such arbitration relate to the Insurer’s participation in the ARP and the Insurer undertakes that it shall, at the request or direction of the PII Committee from time to time, provide the SPF Manager with such evidence of its appointment hereunder in such form as may, in the opinion of the PII Committee, be necessary and/or desirable. 2.10 The Insurer agrees with the Law Society that it shall appoint and the Insurer hereby irrevocably appoints the SPF Manager as its agent to: 2.10.1 conduct any claim against a Firm in the ROF, advance defence costs and, if appropriate, compromise and pay any such claim in the normal course on behalf of each relevant Participating Insurer, and 2.10.2 where appropriate to commence, be a party to and be bound by the decision of any arbitration in accordance with clauses 14 and 15 of this Agreement where the matters in issue in such arbitration relate to the Insurer’s participation in the ROF and the Insurer undertakes that it shall, at the request or direction of the PII Committee from time to time, provide the SPF Manager with such evidence of its appointment hereunder in such form as may, in the opinion of the PII Committee, be necessary and/or desirable. 2.11 Where a Firm seeking coverage through the ARP makes an application to the SPF Manager to enter into the ARP, the SPF Manager shall establish whether that Firm is eligible to be covered through the ARP in accordance with paragraph 2.4.1, and if so, the SPF Manager may issue an ARP Coverage to that Firm. The SPF Manager shall notify the Law Society within one (1) Working Day after issuing the ARP Coverage of the identity of the Firm in question and the fact that the Firm in question has been issued with an ARP Coverage. 2.12 The Insurer agrees with the Law Society that it shall appoint and the Insurer hereby irrevocably appoints the SPF Manager as its agent to make and agree arrangements with the Law Society for the purpose of providing professional indemnity insurance in respect of Defaulting Firms in the ARP, and the effect of such arrangements shall be that insurance shall be provided in respect of Defaulting Firms by those Participating Insurers participating in the SPF incorporating the Minimum Terms and Conditions as and to the extent prescribed by the Regulations. 2.13 The Insurer agrees with the Law Society that it shall appoint and the Insurer hereby irrevocably appoints the SPF Manager as its agent to make and agree arrangements with the Law Society for the purpose of providing Run-off Cover in respect of Run-off Firms in the ROF as and to the extent prescribed by the Regulations, and the effect of such arrangements shall be that insurance shall be provided in respect of Run-off Firms by those Participating Insurers participating in the SPF incorporating the Minimum Terms and Conditions as and to the extent prescribed by the Regulations. 2.14 The Insurer agrees with the Law Society that it shall appoint and the Insurer hereby irrevocably appoints the SPF Manager as its agent to make and agree arrangements with the Law Society for the purpose of providing professional indemnity insurance in respect of Defaulting Run-off Firms in the ROF, and the effect of such arrangements shall be that insurance shall be provided in respect of Defaulting Run-off Firms by those Participating Insurers participating in the SPF incorporating the Minimum Terms and Conditions as varied by or pursuant to the Regulations. 2.15 Any ARP Coverage issued in accordance with paragraph 2.11 shall incept on the date specified by the SPF Manager in accordance with the provisions of the Regulations. Any other coverage arranged by the SPF Manager pursuant to paragraph 2.12 shall be treated as incepting on the first day of the Indemnity Period to which it relates, or, if later, the first day on which the Firm ceased to hold Qualifying Insurance outside the ARP but for the avoidance of doubt, that fact shall not operate to permit any Firm receiving the benefit of such coverage to maintain that it has satisfied the provisions of the Regulations such as not to be in default thereunder. 2.16 Any Run-off Cover issued to a Firm in accordance with the Regulations shall incept on the date of expiry of that Firm’s Coverage Period or its ARP Coverage (as the case may be). Any other cover arranged by the SPF Manager pursuant to paragraph 2.13 or 2.14 shall be treated as incepting on the date on which the Firm becomes a Run-off Firm or a Defaulting Run-off Firm (as the case may be).