Common use of Regulatory and Compliance Clause in Contracts

Regulatory and Compliance. 11.1 As of the date hereof, all material authorisations, licences, consents, permissions and approvals required for or in connection with the carrying on of the Reinsured Business are in full force and effect in each country where such business is being carried on. 11.2 Copies of all correspondence during the twelve months ending on the date of this agreement between any of the Ceding Companies and the Company, on the one hand, and any Regulatory Authority, on the other hand, with respect to material regulatory matters solely relating to the Reinsured Business have been made available to the Purchaser. 11.3 None of the authorisations, licences, consents, permissions or approvals referred to in paragraph 11.1 (above) have been revoked, suspended, cancelled, not renewed, materially varied or made subject to any material restriction or condition (in whole or in part) and no such revocation, suspension, cancellation, non-renewal, material variance or material restriction or condition has been threatened in writing by any Regulatory Authority prior to the date of this agreement. 11.4 During the two years prior to the date of this agreement, except for routine assessments, there has been no written notification from any Regulatory Authority that any of the Ceding Companies and the Company is or has been the subject of any inquiry, investigation, injunction or restitution order, by a Regulatory Authority in connection with the Reinsured Business which has had or is likely to have a Material Adverse Effect. 11.5 None of the Ceding Companies and/or the Company has received in the two years prior to the date of this agreement any written notice from any Regulatory Authority or other governmental agency alleging any non-compliance with any statute, regulation, decree or judgment of a court in connection with the Reinsured Business which has not been remedied and which is likely to have a Material Adverse Effect. 11.6 During the two years prior to the date of this agreement, each of the Ceding Companies and the Company has in all material respects carried on its business and operations with respect to the Reinsured Business in material compliance with the relevant rules (including but not limited to anti-money laundering rules) of each Regulatory Authority from which it has received an authorisation, licence, consent, permission or approval and has in all material respects during the two year period carried on its business and operations in compliance with all applicable laws relating to its conduct of regulated business. 11.7 Each of the Ceding Companies and the Company has filed all material reports, data and other information, applications and notices required to be filed with or otherwise provided to the relevant Regulatory Authority during the two years prior to the date of this agreement in connection with the Reinsured Business. 11.8 As of the date of this agreement, none of the Ceding Companies and the Company is a claimant or defendant in or otherwise a party to any material litigation, arbitration, regulatory or disciplinary proceedings with any Regulatory Authority in connection with the Reinsured Business which are in progress and which is in relation to the Reinsured Business nor have any such proceedings been threatened in writing by or against the Ceding Companies and the Company, in each case where those proceedings would have a Material Adverse Effect. 11.9 During the two years prior to the date of this agreement, none of the Ceding Companies and the Company nor any of their respective directors or employees has been investigated or audited (in the case of any employee, in connection with any act or omission in the course of his employment) in connection with the Reinsured Business, resulting in the Regulatory Authority imposing any material fines or penalties or exercising any other material disciplinary measure. 11.10 Details of all current regulatory authorisations, licences, permission, registrations, certificates, approvals or consents held by any Ceding Company in respect of the Reinsured Business or the Company are in the Data Room. 11.11 The Investment Assets of each of the Ceding Companies and the Company held in connection with the Reinsured Business consist of securities and other investments in which such person is permitted to invest under the applicable laws, regulations and supporting rules in the jurisdictions where such person is regulated.

Regulatory and Compliance. 11.1 As of the date hereof, all material 15.1 All authorisations, licences, consents, consents and other permissions and approvals (other than those which relate to Intellectual Property) which are material in the context of and required for or in connection with the carrying on the business of the Reinsured Business Company are in full force and effect in each country where such business is being carried oneffect. 11.2 Copies 15.2 There are attached to the Seller Disclosure Letter copies of all material written correspondence during the twelve months ending on the date of this agreement Agreement between any of the Ceding Companies Company and the CompanyFSA. 15.3 So far as the Company is aware, on the one handCompany operates, and any Regulatory Authority, on has in the other hand, with respect to material regulatory matters solely relating past three years prior to the Reinsured Business have been made available to the Purchaserdate of this Agreement operated, its business in accordance with all applicable Regulatory Rules in all material respects. 11.3 None 15.4 The Company has not received any written notification that: (A) any regulatory authorisation, permission, licence or consents referred to in paragraph 15.1 will be revoked, suspended, cancelled or not renewed or made subject to any new material conditions; or (B) it has not complied with any terms or conditions of the any such authorisations, licences, consents, permissions or approvals referred to in paragraph 11.1 (above) have been revoked, suspended, cancelled, not renewed, materially varied or made subject to any material restriction or condition (in whole or in part) and no such revocation, suspension, cancellation, non-renewal, material variance or material restriction or condition has been threatened in writing by any Regulatory Authority prior to the date of this agreementapprovals. 11.4 15.5 During the two three years prior to the date of this agreementAgreement, except for routine assessments, there has been no written notification from any Regulatory Authority that any of the Ceding Companies and the Company is or has been the subject of any inquiry, investigation, injunction or restitution order, by a Regulatory Authority in connection with the Reinsured Business which has had or is likely to have a Material Adverse Effect. 11.5 None of the Ceding Companies and/or the Company has received in the two years prior to the date of this agreement any written notice from any Regulatory Authority or other governmental agency alleging any non-compliance with any statute, regulation, decree or judgment of a court in connection with the Reinsured Business which has not been remedied and which is likely to have a Material Adverse Effect. 11.6 During the two years prior to the date of this agreement, each of the Ceding Companies and the Company has in all material respects carried on its business and operations with respect to the Reinsured Business in material compliance with the relevant rules (including but not limited to anti-money laundering rules) of each Regulatory Authority from which it has received an authorisation, licence, consent, permission or approval and has in all material respects during the two year period carried on its business and operations in compliance with all applicable laws relating to its conduct of regulated business. 11.7 Each of the Ceding Companies and the Company has filed all material reports, data data, other information returns and other information, applications and notices required to be filed with or otherwise provided to the relevant Regulatory Authority FSA during the two three years prior to the date of this agreement Agreement in connection accordance with the Reinsured Businessall applicable regulations and requirements. 11.8 As of the date of this agreement, none of the Ceding Companies and the Company is a claimant or defendant in or otherwise a party to any material litigation, arbitration, regulatory or disciplinary proceedings with any Regulatory Authority in connection with the Reinsured Business which are in progress and which is in relation to the Reinsured Business nor have any such proceedings been threatened in writing by or against the Ceding Companies and the Company, in each case where those proceedings would have a Material Adverse Effect. 11.9 15.6 During the two three years prior to the date of this agreementAgreement, the Company has not been and is not the subject of any material inquiry or investigation by the FSA as a result of which any material adverse finding was or is likely to be made against the Company and which would have a material adverse on the financial position or prospects of the Company”. 15.7 During the three years prior to the date of this Agreement, the Company has not, and, so far as the Company is aware, none of the Ceding Companies and the Company nor any of their respective its directors or employees has has, been investigated the subject of any censure, disciplinary hearings or audited (material fines by the FSA, any US Regulatory Authority or any other regulatory authority whether in the case United States, the United Kingdom or in any other jurisdiction. 15.8 The Seller Disclosure Letter contains details of any employee, in connection with any act or omission all material complaints received by the Company in the course of his employment) in connection with the Reinsured Business, resulting in the Regulatory Authority imposing any material fines or penalties or exercising any other material disciplinary measurepast three years. 11.10 Details of all current regulatory authorisations, licences, permission, registrations, certificates, approvals or consents held by any Ceding Company in respect of the Reinsured Business or the Company are in the Data Room. 11.11 The Investment Assets of each of the Ceding Companies and the Company held in connection with the Reinsured Business consist of securities and other investments in which such person is permitted to invest under the applicable laws, regulations and supporting rules in the jurisdictions where such person is regulated.

Regulatory and Compliance. 11.1 As of (a) The Seller has not, since the date hereofRelevant Date, all material authorisations, licences, consents, permissions and approvals required for or in connection with the carrying on of the Reinsured Business are in full force and effect in each country where such business is being carried on. 11.2 Copies of all correspondence during the twelve months ending on the date of this agreement between any of the Ceding Companies and the Company, on the one hand, and any Regulatory Authority, on the other hand, with respect to material regulatory matters solely relating to the Reinsured Business have been made available to the Purchaser. 11.3 None of the authorisations, licences, consents, permissions or approvals referred to in paragraph 11.1 (above) have been revoked, suspended, cancelled, not renewed, materially varied or made subject to any material restriction or condition (in whole or in part) and no such revocation, suspension, cancellation, non-renewal, material variance or material restriction or condition has been threatened in writing by any Regulatory Authority prior to the date of this agreement. 11.4 During the two years prior to the date of this agreement, except for routine assessments, there has been no written notification from any Regulatory Authority that any of the Ceding Companies and the Company is or has been the subject of any inquiry, investigation, injunction or restitution order, by a Regulatory Authority in connection with the Reinsured Business which has had or is likely to have a Material Adverse Effect. 11.5 None of the Ceding Companies and/or the Company has received in the two years prior to the date of this agreement any written notice from any Regulatory Authority Government Agency or other governmental agency alleging any non-compliance regulatory body that it is in violation of, or in default with respect to, any statute, regulation, order, decree or judgment of a any court in connection with the Reinsured Business which has not been remedied and which is likely to have a Material Adverse Effector Government Agency. 11.6 During (b) The Seller is conducting and has at all times conducted the two years prior to the date of this agreement, each of the Ceding Companies and the Company has in all material respects carried on its business and operations with respect to the Reinsured Business in material compliance with the relevant rules (including but not limited to anti-money laundering rules) of each Regulatory Authority from which it has received an authorisation, licence, consent, permission or approval and has in all material respects during the two year period carried on its business and operations in compliance accordance with all applicable laws relating to its conduct of regulated businesslaws, orders, rules and regulations. 11.7 Each of the Ceding Companies and the Company (c) The Seller has filed all material reports, data and other information, applications and notices required to be filed with or otherwise provided to the relevant Regulatory Authority during the two years prior a Government Agency in relation to the date Business since the Relevant Date and no deficiencies to the operations, financial condition, Assets, Properties or Business prospects have been asserted in writing by a relevant Government Agency to any member of this agreement the Seller’s Group with respect to any such reports, data and other information, applications and notices filed with such Government Agency. (d) The Seller has not (in relation to the Business) and so far as the Seller is aware, no officer, agent or employee representing or acting on behalf of it or any member of the Seller’s Group has (in relation to the Business), paid, offered, promised, given or authorised or requested (including inducing or authorising another person to offer, promise or grant), received or accepted any payment, money or any other advantage intended to induce or reward improper performance of a function or activity or to accord any unfair preference. (e) The Seller has not (in relation to the Business) and so far as the Seller is aware, no employee, agent, directors, or officers of any member of the Seller’s Group have (in relation to the Business) offered, promised or granted, or assisted in offering, promising or granting, or induced or authorised another person to offer, promise or grant a benefit (money or any other advantage) to a Public Official, for that person or a third person for the discharge of a duty, or in return for the fact that the Public Official performed or will in the future perform an official act and thereby violated or will violate his official duties. (f) The Business complies with all applicable economic, financial and trade sanctions imposed by the European Union, the United Kingdom, Hong Kong and the United States. (g) The Seller (in relation to the Business) is in compliance in all material respects with applicable laws and regulations in connection with the Reinsured Business. 11.8 As prevention of money laundering and, so far as the date of this agreementSeller is aware, none of the Ceding Companies and the Company is a claimant or defendant in or otherwise a party to any material litigation, arbitration, regulatory or disciplinary proceedings with any Regulatory Authority in connection with the Reinsured Business which are in progress and which is in relation to the Reinsured Business nor have any such proceedings been threatened in writing by or against the Ceding Companies and the Company, in each case where those proceedings would have a Material Adverse Effect. 11.9 During the two years prior to the date of this agreement, none of the Ceding Companies and the Company nor any of their respective directors or employees no investigation has been investigated or audited (initiated by any Government Agency in the case of any employee, in connection with any act or omission in the course of his employment) in connection with the Reinsured Business, resulting in the Regulatory Authority imposing any material fines or penalties or exercising any other material disciplinary measure. 11.10 Details of all current regulatory authorisations, licences, permission, registrations, certificates, approvals or consents held by any Ceding Company past in respect of any breach by the Reinsured Business or the Company are in the Data RoomSeller of any such provisions. 11.11 The Investment Assets of each of the Ceding Companies and the Company held in connection with the Reinsured Business consist of securities and other investments in which such person is permitted to invest under the applicable laws, regulations and supporting rules in the jurisdictions where such person is regulated.

Regulatory and Compliance. 11.1 As of the date hereof, all 16.1 All material authorisations, licences, consents, permissions and approvals required for or in connection with the carrying on of the Reinsured Business business now being carried on by any Group Member are in full force and effect in each country where such business is being carried on. 11.2 Copies 16.2 There have been disclosed to the Purchaser copies of all material correspondence during the twelve months ending on the date of this agreement between any of the Ceding Companies each Group Member and the Company, on the one hand, FSA (or equivalent Regulatory Authority as appropriate) and any Regulatory Authority, on the other hand, with respect to copies of all material regulatory matters solely correspondence relating to the Reinsured Business have been made available to stabilisation project known as Project Opal during the Purchaserperiod from 31 December 2003 until the date of this agreement between each Group Member and the FSA (or equivalent Regulatory Authority as appropriate). 11.3 None of 16.3 So far as the Seller is aware, there are no circumstances which indicate that any authorisations, licences, consents, permissions or approvals referred to in paragraph 11.1 (above) have been 16.1 may be revoked, suspended, cancelled, not renewed, materially varied or made subject to any material restriction or condition (in whole or in part) and no such revocation, suspension, cancellation, non-renewal, material variance or material restriction or condition has been threatened in writing by any Regulatory Authority prior to the date of this agreement). 11.4 16.4 During the two years prior to the date of this agreement, except for routine assessments, there has been no written notification from any Regulatory Authority that any of the Ceding Companies and the Company Regulated Entity is or has been the subject of any inquiry, investigation, injunction or restitution order, order by a Regulatory Authority in connection with the Reinsured Business which has had or is likely to have a Material Adverse Effect. 11.5 None of the Ceding Companies and/or the Company 16.5 No Regulated Entity has received in the last two years prior to the date of this agreement any written notice from any Regulatory Authority or other governmental agency alleging any non-compliance with any statute, regulation, decree or judgment of a court in connection with the Reinsured Business which has not been remedied and which is likely to have a Material Adverse Effect. 11.6 During 16.6 So far as the Seller is aware, during the two years prior to the date of this agreement, each of the Ceding Companies and the Company Regulated Entity has in all material respects carried on its business and operations with respect to the Reinsured Business in material compliance with the relevant rules (including but not limited to anti-money laundering rules) of each Regulatory Authority from which it has received an authorisation, licence, consent, permission or approval and has in all material respects during the two year period carried on its business and operations in compliance with all applicable laws (including FSMA and regulations under it in relation to UK Regulated Entities) relating to its conduct of regulated business. 11.7 16.7 Each of the Ceding Companies and the Company Regulated Entity has filed all material reports, data and other information, applications and notices required to be filed with or otherwise provided to the relevant Regulatory Authority during the two years prior to the date of this agreement in connection with the Reinsured Businessagreement. 11.8 As of the date of this agreement, none of the Ceding Companies and the Company 16.8 No Regulated Entity is a claimant or defendant in or otherwise a party to any material litigation, arbitration, regulatory or disciplinary proceedings with any Regulatory Authority in connection with the Reinsured Business which are in progress and which is in relation to the Reinsured Business nor relevant Regulated Entity’s business nor, so far as the Seller is aware, have any such proceedings been threatened in writing by or against the Ceding Companies and the Companyany Regulated Entity, in each case where those proceedings would have a Material Adverse Effect. 11.9 16.9 During the two years prior to the date of this agreement, none of the Ceding Companies and the Company no Regulated Entity nor any of their respective its directors or employees has has, so far as the Seller is aware, been investigated or audited (in the case of any employee, in connection with any act or omission in the course of his employment) in connection with the Reinsured Business), resulting in the Regulatory Authority imposing any material fines or penalties or exercising any other material form of disciplinary measuremeasure under sections 205, 206 or 207 of FSMA or equivalent measures in any jurisdictions outside the United Kingdom. 11.10 16.10 No Group Member other than the Insurance Companies carries on insurance business as at the date of this agreement. 16.11 Details of all FSA and all other material current regulatory authorisations, licences, permissionpermissions, registrations, certificates, approvals or consents held by any Ceding Company in respect of the Reinsured Business or the Company Group Members are in the Data Room. 11.11 16.12 All levies required under the FSA Handbook and equivalent regulations in respect of relevant jurisdictions outside of the United Kingdom have been paid to: (i) the Financial Ombudsman and the Financial Services Compensation Scheme; or (ii) equivalent overseas bodies as appropriate. 16.13 The Investment Assets of each of the Ceding Companies and the Company held Insurance Fund consist in connection with the Reinsured Business consist all material respects of securities and other investments in which such person the Insurance Company is permitted to invest under FSMA, the regulations thereunder and the FSA rules (or equivalent applicable lawslegislation, regulations and supporting rules in jurisdictions outside of the jurisdictions where such person is regulatedUnited Kingdom in the case of those Insurance Companies incorporated outside of the United Kingdom). 16.14 No Group Member has, in the two years ended on the date of this agreement, been refused entry to any relevant professional body or trade association concerned with insurance or investment business or other financial activities. No Group Member has in the three years ended on the date of this agreement been refused authorisation or permission by any relevant Regulatory Authority. 16.15 True and accurate copies of any “skilled persons” reports under Section 166 of the FSMA in respect of Group Members have been disclosed in the Data Room.

Regulatory and Compliance. 11.1 As 12.1 All Permits (the absence of which would have an adverse effect, in any material respect, on the business of the date hereof, all material authorisations, licences, consents, permissions and approvals Group taken as a whole) required for or in connection with the carrying on of the Reinsured Business business now being carried on by any member of the Group are owned or held by the relevant Group entity and are in full force and effect in each country where such business is being carried on.effect; 11.2 Copies of all correspondence during the twelve months ending on the date of this agreement between 12.2 No notice has been received by any member of the Ceding Companies and Group or the Company, on the one hand, and Retained Group that any Regulatory Authority, on the other hand, with respect such Permit is likely to material regulatory matters solely relating to the Reinsured Business have been made available to the Purchaser. 11.3 None of the authorisations, licences, consents, permissions or approvals referred to in paragraph 11.1 (above) have been be revoked, suspended, cancelled, modified or not renewed, materially varied or made subject to any material restriction or condition renewed (in whole or in part); and 12.3 The members of the Group have in all material respects carried on their business in accordance with their respective memoranda and articles of association, by-laws or other equivalent constitutional documentation and all relevant Laws and regulations during the twelve (12) and no such revocation, suspension, cancellation, non-renewal, material variance or material restriction or condition has been threatened in writing by any Regulatory Authority months prior to the date of this agreementAgreement and no member of the Group is in material default of any applicable Laws. 11.4 During 12.4 To the two Seller’s best knowledge, there is no investigation, enquiry or proceeding outstanding or anticipated which is likely to result in the suspension, cancellation, modification or revocation (whether as a result of the entry into or completion of this Agreement or otherwise) of any of the Permits referenced in paragraph 12.1 above. 12.5 All material papers, filings, reports, data, returns, notifications and accounts and other information and applications required by any applicable Laws or as a condition of any Permit to be made or given to any person or Regulatory Authority in connection with the business of the members of the Group have been made or given to the appropriate person or Regulatory Authority. 12.6 All necessary registrations of individuals with any relevant Regulatory Authority have been maintained by the Group and no such individual has been disqualified pursuant to any applicable Laws. 12.7 Save for as disclosed, no written complaints, warnings or notices (whether formal or informal) have been made against or addressed to the Group by any customer, counterparty or any Regulatory Authority in respect of which the Group has any outstanding material liability in the period of 3 years prior to the date of this agreementAgreement. 12.8 The Group has such administration and other back office systems or arrangements (including, except as applicable, arrangements with third party service providers) as are reasonably necessary for routine assessments, there has been no written notification from any Regulatory Authority that any the operation of the Ceding Companies and businesses conducted by the Company is or has been the subject of any inquiry, investigation, injunction or restitution order, by a Regulatory Authority in connection with the Reinsured Business which has had or is likely to have a Material Adverse Effect. 11.5 None of the Ceding Companies and/or the Company has received Group in the two years prior to manner in which such businesses are carried on at the date of this agreement any written notice from any Regulatory Authority Agreement and, so far as Seller is aware, there are no outstanding defects or other governmental agency alleging any non-compliance with any statute, regulation, decree problems in relation to such systems or judgment of a court in connection with arrangements which would materially affect the Reinsured Business which has not been remedied and which is likely to have a Material Adverse Effect. 11.6 During the two years prior to the date of this agreement, each ability of the Ceding Companies and the Company has Group to conduct any such businesses in all material respects carried on its business and operations with respect to the Reinsured Business in material compliance with the relevant rules (including but not limited to anti-money laundering rules) of each Regulatory Authority from which it has received an authorisation, licence, consent, permission or approval and has in all material respects during the two year period carried on its business and operations in compliance with all applicable laws relating to its conduct of regulated business. 11.7 Each of the Ceding Companies and the Company has filed all material reports, data and other information, applications and notices required to be filed with or otherwise provided to the relevant Regulatory Authority during the two years prior to the date of this agreement in connection with the Reinsured Business. 11.8 As of the date of this agreement, none of the Ceding Companies and the Company is a claimant or defendant in or otherwise a party to any material litigation, arbitration, regulatory or disciplinary proceedings accordance with any Regulatory Authority in connection with the Reinsured Business which are in progress and which is in relation to the Reinsured Business nor have any such proceedings been threatened in writing by applicable contractual obligations or against the Ceding Companies and the Company, in each case where those proceedings would have a Material Adverse Effectapplicable Laws. 11.9 During the two years prior to the date of this agreement, none of the Ceding Companies and the Company nor any of their respective directors or employees has been investigated or audited (in the case of any employee, in connection with any act or omission in the course of his employment) in connection with the Reinsured Business, resulting in the Regulatory Authority imposing any material fines or penalties or exercising any other material disciplinary measure. 11.10 Details of all current regulatory authorisations, licences, permission, registrations, certificates, approvals or consents held by any Ceding Company in respect of the Reinsured Business or the Company are in the Data Room. 11.11 The Investment Assets of each of the Ceding Companies and the Company held in connection with the Reinsured Business consist of securities and other investments in which such person is permitted to invest under the applicable laws, regulations and supporting rules in the jurisdictions where such person is regulated.