Common use of Reference to Expert Clause in Contracts

Reference to Expert. 5.1 The Expert is a person appointed in accordance with this paragraph 5 to resolve a dispute arising under paragraph 3. 5.2 In respect of any matters included in the Dispute Notice on which no agreement is reached within the Resolution Period, such matters will be referred, on the application of either the Buyer or the Sellers to the Expert for determination. 5.3 The Buyer and the Sellers will agree on the appointment of an independent expert to act as the Expert. 5.4 If the Buyer and the Sellers are unable to agree on an Expert within 10 Business Days of either of them serving details of a suggested expert on the other, either the Buyer or the Sellers may request the president for the time being of the Institute of Chartered Accountants in England and Wales to appoint an accountant of repute and with relevant experience as the Expert. 5.5 The Buyer and the Sellers must co-operate with each other and must take all reasonable action as is necessary to ensure that the terms of appointment of the Expert will enable the Expert to give effect to and act in accordance with the provisions of this paragraph 5. 5.6 The Buyer and the Sellers are each entitled to make at least one written submission to the Expert and to reply once in writing to the other party’s submission and must provide (or procure that others provide) the Expert with such assistance and documents as the Expert reasonably requires for the purpose of reaching a decision. 5.7 The Expert will prepare a written decision and give notice (including a copy) of the decision to the Buyer and the Sellers within a maximum of 2 months of the matter being referred to him (or such other period as the Buyer and the Seller may agree in writing with the Expert). 5.8 Within 5 Business Days of the Expert’s decision, the Buyer must deliver or procure the delivery (in either case in accordance with clause 12 (Notices)) to the Sellers of a revised Completion Statement incorporating such adjustments as have been determined by the Expert. The revised Completion Statement will be final and binding on the Buyer and the Sellers from the date of its delivery to the Sellers. 5.9 If the Expert is unable for whatever reason to act, or does not deliver the decision within the time required by paragraph 5.7 the Buyer and the Sellers will ensure that a replacement expert is appointed in accordance with the provisions of paragraph 5.4. 5.10 All matters under this paragraph 5 will be conducted, and the Expert’s decision will be written, in the English language. 5.11 To the extent not provided for by this paragraph 5, the Expert may, in his reasonable discretion, determine such other procedures to assist with the conduct of the determination as he considers just or appropriate, including (to the extent he considers necessary) instructing professional advisers to assist him in reaching his determination. 5.12 The Buyer and the Sellers must, with reasonable promptness, supply all information and provide access to all documentation and personnel as each other may reasonably require to make a submission under this paragraph 5. 5.13 The Buyer and the Sellers will promptly take all such reasonable action which is necessary to give to give effect to the terms of this paragraph 5. 5.14 The Expert will act as an expert and not as an arbitrator. The Expert will determine any dispute arising in connection the provisions of paragraph 3, his jurisdiction to determine the matters and issues referred to him or his terms of reference. The Expert’s written decision on the matters referred to him will be final and binding in the absence of manifest error (in which case the Expert’s written decision will be returned to the Expert for correction) or fraud. 5.15 The Buyer and the Sellers will bear their own costs in relation to the Expert. The Expert’s fees and any costs properly incurred by him in arriving at his determination (including any fees and costs of any advisers appointed by the Expert) will be borne equally by the Buyer on the one hand, and the Sellers on the other, or in such other proportions as the Expert directs. Debtors Stock Inter-Group Receivables Cash Total A Creditors Inter-Group Payables Provisions Tax Total B (Note: the line items within this pro forma should be obtained from the detailed working capital pro forma set out in part C of this schedule 4.)

Reference to Expert. 5.1 4.1 The Expert is a person qualified accountant of repute and with relevant experience appointed in accordance with this paragraph 5 Paragraph 4 of this Schedule 3 to resolve a dispute arising under paragraph Paragraph 3 of this Schedule 3. 5.2 4.2 In respect of any remaining matters included in the Dispute Notice dispute on which no agreement is reached within the Resolution Period, such matters (but no others) will be referred, on the application of either the Buyer or the Sellers Seller, to the Expert for determination. 5.3 4.3 The Buyer and the Sellers Seller will endeavour to agree on the appointment of an independent expert to act as the Expert. 5.4 4.4 If the Buyer and the Sellers Seller are unable to agree on an Expert within 10 five (5) Business Days of either of them serving details of a suggested expert on the other, either the Buyer or the Sellers Seller may request the president for the time being of the Institute of Chartered Charted Accountants in England and Wales to appoint an accountant of repute and with relevant experience as the Expert. 5.5 4.5 The Buyer and the Sellers Seller must co-operate cooperate with each other and must take all reasonable action as they are able to take as is necessary to ensure that the terms of appointment of the Expert will enable the Expert to give effect to and act in accordance with the provisions of this paragraph 5Paragraph 4 of this Schedule 3. 5.6 The Buyer and the Sellers are each entitled to make at least one written submission to the Expert and to reply once in writing to the other party’s submission and must provide (or procure that others provide) the Expert with such assistance and documents as the Expert reasonably requires for the purpose of reaching a decision. 5.7 4.6 The Expert will be instructed, so far as he or she is reasonably able to do so, to prepare a written decision and give notice (including a copy) of the decision to the Buyer and the Sellers Seller within a maximum of 2 months one (1) month of the matter being referred to him or her (or such other longer period as the Buyer and the Seller may agree in writing with the Expert). 5.8 4.7 Within 5 five (5) Business Days of the Expert’s decision, the Buyer must deliver or procure the delivery (in either case in accordance with clause 12 (Notices)Clause 20) to the Sellers Seller of a revised Completion Statement incorporating such adjustments as have been determined by the Expert. The revised Completion Statement will be final and binding on the Buyer and the Sellers Seller from the date of its delivery to the SellersSeller. 5.9 4.8 If the Expert is unable for whatever reason to act, or does not deliver the decision within the time required by paragraph 5.7 the Buyer and the Sellers Seller will ensure that a replacement expert is appointed in accordance with the provisions of paragraph 5.4Paragraph 4.4 of this Schedule 3. 5.10 All matters under this paragraph 5 will be conducted, 4.9 The Buyer and the Expert’s decision will be written, in Seller are each entitled to make written submissions to the English languageExpert and must provide (or use reasonable endeavours to procure that others provide) the Expert with such assistance and documents as the Expert reasonably requires for the purpose of reaching a decision. 5.11 4.10 To the extent not provided for by this paragraph 5Paragraph 4 of this Schedule 3, the Expert may, in his or her reasonable discretion, determine such other procedures to assist with the conduct of the determination as he or she considers just or appropriate, including (to the extent he considers necessary) instructing professional advisers to assist him in reaching his determination. 5.12 4.11 The Buyer and the Sellers Seller must, with reasonable promptness, supply all information and provide access to all documentation and personnel as each other may reasonably require to make a submission under this paragraph 5Paragraph 4 of this Schedule 3. 5.13 4.12 The Buyer and the Sellers Seller will promptly take all such reasonable action which is necessary to give to give effect to the terms of this paragraph 5Paragraph 4 of this Schedule 3. 5.14 4.13 The Expert will act as an expert and not as an arbitrator. The Expert will determine any only the matters referred to it as remaining in dispute arising in connection with the provisions preparation of paragraph the Completion Statement pursuant to the terms of this Paragraph 4 of this Schedule 3, his jurisdiction to determine the matters and issues referred to him or his terms of reference. The Expert’s written decision on the such matters referred to him will be final and binding in the absence of manifest error (in which case the Expert’s written decision will be returned to the Expert for correction) or fraud. 5.15 The Buyer and the Sellers will bear their own costs in relation to the Expert. 4.14 The Expert’s fees and any costs properly incurred by him or her in arriving at his or her determination (including any fees and costs of any advisers appointed by the Expert) will be borne equally by the Buyer (on the one hand, ) and the Sellers Seller (on the other, ) equally or in such other proportions as the Expert directs. Debtors Stock Inter-Group Receivables Cash Total A Creditors Inter-Group Payables Provisions Tax Total B . 4.15 If the Buyer and the Seller are unable to agree the adjustment to be made under paragraph 7.2 below and therefore the amount of the Target Working Capital Sum within ten (Note: 10) Business Days after the line items within this pro forma should execution and completion of the Astra APA the determination thereof shall be obtained from referred to an Expert under the detailed working capital pro forma set out in part C foregoing provisions of this schedule 4paragraph 4 (other than paragraph 4.5) and on the basis that a period of two (2) Business Days shall apply under paragraph 4.4 and a period of five (5) Business Days shall apply under paragraph 4.6.)

Reference to Expert. 5.1 4.1 The Expert is a person appointed in accordance with this paragraph 5 4 to resolve a dispute arising under paragraph 3. 5.2 4.2 In respect of any matters included in the Dispute Notice dispute on which no agreement is reached within the Resolution Period, such matters will shall be referred, on the application of either the Buyer or the Sellers Seller to the Expert for determination. 5.3 4.3 The Buyer and the Sellers will Seller shall agree on the appointment of an independent expert to act as the Expert. The parties intend to use KPMG in respect of any disputes in relation to accounting matters and Ernst & Young in respect of any disputes in relation to actuarial matters. 5.4 4.4 If the Buyer and the Sellers Seller are unable to agree on an Expert within 10 5 Business Days of either of them serving details of a suggested expert on the other, either the Buyer or the Sellers Seller may request the president for the time being of the Institute of Chartered Charted Accountants in England and Wales to appoint an accountant accountant, or an actuary within an accounting firm, of repute and with relevant experience as the Expert. 5.5 4.5 The Buyer and the Sellers must Seller shall co-operate with each other and must shall take all reasonable action as is necessary to ensure that the terms of appointment of the Expert will enable the Expert to give effect to and act in accordance with the provisions of this paragraph 54. 5.6 The Buyer and the Sellers are each entitled to make at least one written submission to the Expert and to reply once in writing to the other party’s submission and must provide (or procure that others provide) the Expert with such assistance and documents as the Expert reasonably requires for the purpose of reaching a decision. 5.7 4.6 The Expert will shall be instructed to prepare a written decision and give notice (including a copy) of the decision to the Buyer and the Sellers Seller within a maximum of 2 months one month of the matter being referred to him (or such other longer period as the Buyer and the Seller may agree in writing with the Expert). 5.8 Within 5 Business Days of 4.7 Upon the Expert’s decision, the Buyer must deliver or procure the delivery (in either case in accordance with clause 12 (Notices)) to the Sellers of a revised Completion Draft NAV Statement incorporating such adjustments as have been determined by the Expert. The revised Completion Statement will Expert shall be deemed to be final and binding on the Buyer and the Sellers from the date of its delivery to the SellersSeller. 5.9 4.8 If the Expert is unable for whatever reason to act, or does not deliver the decision within the time required by paragraph 5.7 4.6 the Buyer and the Sellers Seller will ensure that a replacement expert is appointed in accordance with the provisions of paragraph 5.44.4. 5.10 All matters under this paragraph 5 will be conducted, 4.9 The Buyer and the Expert’s decision will be written, in Seller shall provide the English languageExpert with such assistance and documents as the Expert reasonably requires for the purpose of reaching a decision. 5.11 To the extent not provided for by this paragraph 5, the 4.10 The Expert may, in his reasonable discretion, determine such other procedures to assist with the conduct of the determination as he considers just or appropriate, including (to the extent he considers necessary) instructing professional advisers to assist him in reaching his determination. 5.12 The Buyer and the Sellers must, with reasonable promptness, supply all information and provide access to all documentation and personnel as each other may reasonably require to make a submission under this paragraph 5. 5.13 The Buyer and the Sellers will promptly take all such reasonable action which is necessary to give to give effect to the terms of this paragraph 5. 5.14 4.11 The Expert will shall act as an expert and not as an arbitrator. The Expert will shall determine any dispute arising in connection the provisions of paragraph 3, his jurisdiction to determine the matters and issues referred to him or his terms of reference. The Expert’s written decision on the matters referred to him will shall be final and binding in the absence of manifest error (in which case the Expert’s written decision will be returned to the Expert for correction) or fraud. 5.15 4.12 The Buyer and the Sellers will Seller shall bear their own costs in relation to the Expert. The Expert’s fees and any costs properly incurred by him in arriving at his determination (including any fees and costs of any advisers appointed by the Expert) will shall be borne equally by the Buyer on the one hand, and the Sellers on the other, or Seller equally. Cash and cash equivalents 112,605,046 5,115,243 117,720,289 1,956,256 (7,216 ) 1,949,040 9,649,430 25,862,876 84,157,022 (12,919,903 ) 71,237,119 Fixed maturities 110,505,540 (30,855,692 ) 79,649,848 0 26,353,228 53,296,620 53,296,620 Total cash and investments 223,110,585 (25,740,448 ) 197,370,137 1,956,256 (7,216 ) 1,949,040 9,649,430 52,216,104 137,453,643 0 0 (12,919,903 ) 124,533,740 Accrued investment income 200,813 1,048,393 1,249,206 727 389,407 859,073 859,073 Other insurance balances receivable 51,962,431 8,008,672 59,971,103 1,341,182 (447,074 ) 894,108 5,193,476 55,671,735 55,671,735 Deferred policy acquisition costs 5,514,963 2,740,953 8,255,916 8,255,916 8,255,916 Prepaid reinsurance premiums 3,300,742 5,387,896 8,688,638 0 8,688,638 8,688,638 Reinsurance losses recoverable 53,917,963 (7,935,276 ) 45,982,687 11,855,179 34,127,508 34,127,508 Intercompany (UK/Denmark) (4,032,709 ) (1,109,087 ) (5,141,796 ) 4,032,709 1,109,087 5,141,796 0 0 Due to group companies (mainly IICL) (56,423,278 ) (4,174,658 ) (60,597,936 ) (21,035 ) (49,478 ) (70,513 ) 536,463 (1,682,052 ) (59,522,860 ) 12,919,903 (46,602,957 ) Debtor-unpaid share capital 26,435,920 26,435,920 Other assets 15,884,405 (8,439,746 ) 7,444,659 207,686 123,044 330,730 18,137 635,527 7,121,725 7,121,725 Corporation tax recoveries 1,157,871 (1,157,871 ) 0 0 0 Deferred tax assets 2,105,176 339,030 2,444,206 95,073 (95,073 ) 0 0 2,444,206 2,444,206 Goodwill 26,435,920 0 26,435,920 26,435,920 (26,435,920 ) 0 Investment in such other proportions as the Expert directs. Debtors Stock Inter-Group Receivables Cash subs Total A Creditors Inter-Group Payables Provisions Tax assets 323,134,883 (31,032,143 ) 292,102,740 7,611,871 633,290 8,245,161 10,204,757 68,607,640 221,535,504 0 (26,435,920 ) 26,435,920 0 221,535,504 Claims and claims adjustment expenses 258,498,560 (39,278,840 ) 219,219,720 71,059,666 148,160,054 148,160,054 Unearned premiums 33,901,243 11,255,777 45,157,020 3,500,000 41,657,020 41,657,020 Reinsurance balances payable 15,574,321 (2,765,161 ) 12,809,160 1,962,956 (1,180,485 ) 782,471 1,300,478 12,291,153 12,291,153 Taxes payable 0 80,000 80,000 222,660 (100,693 ) 121,967 201,967 201,967 Deferred tax liabilities 576,902 (576,902 ) 0 378,450 (378,450 ) (378,450 ) Accounts payable 14,371,984 1,539,155 15,911,139 1,298,275 229,472 1,527,747 114,043 733,273 16,591,569 (1,167,377 ) 15,424,192 Total B liabilities 322,923,010 (Note: the line items within this pro forma should be obtained from the detailed working 29,745,971 ) 293,177,039 3,483,891 (1,051,706 ) 2,432,185 492,493 76,593,417 218,523,314 (1,167,377 ) 0 0 0 217,355,937 Effective equity/capital pro forma set out in part C of this schedule 4.contribution 1 0 1 98,522 0 98,522 1 0 98,522 0 26,435,920 26,534,442 Retained earnings 211,872 (1,286,172 ) (1,074,300 ) 4,029,458 1,684,996 5,714,454 9,712,263 (7,985,777 ) 2,913,667 1,167,377 (26,435,920 ) (22,354,875 ) Total shareholder’s equity 211,873 (1,286,172 ) (1,074,299 ) 4,127,980 1,684,996 5,812,976 9,712,264 (7,985,777 ) 3,012,189 1,167,377 (26,435,920 ) 26,435,920 0 4,179,567 Total liabilities and shareholder’s equity 323,134,883 (31,032,143 ) 292,102,740 7,611,871 633,290 8,245,161 10,204,757 68,607,640 221,535,503 0 (26,435,920 ) 26,435,920 0 221,535,503 Reported net assets 3,012,189 Adjustment for A&H recovery 1,167,377 Debtor for unpaid share capital 26,435,920 DDS assumed (26,435,920 )

Reference to Expert. ​ 5.1 The Expert expert is a person appointed in accordance with this paragraph 5 to resolve a dispute arising under paragraph 34 of this Schedule 9 (the "Expert"). All matters under this paragraph 5 will be conducted, and the Expert's decision will be written, in the English language. 5.2 In respect of any matters included in the Dispute Notice on which no agreement is reached within the Resolution Period, such matters will be referred, on the application of either the Buyer or the Sellers Seller at any time after the expiry of the Resolution Period to the Expert for determination. 5.3 The Buyer and the Sellers Seller will agree use reasonable endeavours to reach agreement on the appointment of an independent expert to act as the Expert. 5.4 If the Buyer and the Sellers Seller are unable to agree on an Expert within 10 five Business Days of either one of them serving details of a suggested expert on the other, either the Buyer or the Sellers Seller may request the president for the time being of the Institute of Chartered Accountants in England and Wales to appoint an independent accountant of repute and with relevant experience as the Expert. 5.5 The Buyer and the Sellers Seller must co-operate with each other and must the Expert and will take all reasonable action as is necessary to ensure that the terms of appointment of the Expert will enable the Expert to give effect to and act in accordance with and give effect to the provisions of this paragraph 5. 5.6 The Buyer and the Sellers Seller are each entitled to make at least one written submission to the Expert (with a copy provided simultaneously to the other Party) and to reply once in writing to the other party’s Party's submission and must provide (or procure that others provide) the Expert with such assistance and documents as the Expert reasonably requires for the purpose of reaching a decision. 5.7 The Expert will prepare a written decision and give notice (including a copy) of the decision to the Buyer and the Sellers Seller within a maximum of 2 months one (1) month of the matter being referred to him them (or such other period as the Buyer and the Seller may agree in writing with the ​ ​ ​ Expert).. ​ 5.8 Within 5 five Business Days of the Expert’s 's decision, the Buyer must deliver or procure the delivery (in either case in accordance with clause 12 16 (Notices)) to the Sellers Seller of a revised Completion Statement Earn- Out Accounts incorporating such adjustments as have been determined by the ExpertExpert (if any). The revised Completion Statement will Earn-Out Accounts will, save in the event of manifest error, be final and binding on the Buyer and the Sellers Seller in relation to the Earn-Out Period, from the date of its delivery to the SellersSeller in accordance with clause 16 (Notices) of this Agreement. 5.9 If the Expert is unable for whatever reason to act, or does not deliver the decision within the time required by paragraph 5.7 5.7, the Buyer and the Sellers Seller will ensure that a replacement expert is be appointed in accordance with the provisions of paragraph 5.4. 5.10 All matters under this paragraph 5 will be conducted, and the Expert’s decision will be written, in the English language. 5.11 To the extent not provided for by this paragraph 5, the Expert may, in his its reasonable discretion, determine such other procedures to assist with the conduct of the determination as he considers they consider just or appropriate, including (to the extent he considers necessary) instructing professional advisers to assist him in reaching his determination. 5.12 5.11 The Buyer and the Sellers Seller must, with reasonable promptness, supply all information and provide access to all documentation and personnel as each the other may reasonably require to make a submission under this paragraph 5. 5.13 5.12 The Buyer and the Sellers will Seller must promptly take all such reasonable action which is necessary to give to give effect to the terms of this paragraph 5. 5.14 5.13 The Expert will act as an expert and not as an arbitrator. The Expert will determine any dispute arising in connection with the provisions of paragraph 34 of this Schedule, his its jurisdiction to determine the matters and issues referred to him it or his its terms of reference. The Expert’s 's written decision on the matters referred to him it will be final and binding in the absence of manifest error (in which case the Expert’s 's written decision will be returned to the Expert for correction) or fraud. 5.15 5.14 The Buyer and the Sellers Seller will bear their own costs in relation to the Expert. The Expert’s 's fees and any costs properly incurred by him it in arriving at his its determination (including any fees and costs of any advisers appointed by the Expert) will be borne equally by the Buyer on the one hand, and the Sellers Seller on the other, or in such other proportions as the Expert directs. Debtors Stock Inter-Group Receivables Cash Total A Creditors Inter-Group Payables Provisions Tax Total B (Note: the line items within this pro forma should be obtained from the detailed working capital pro forma set out in part C of this schedule 4.)