Common use of Services to Be Rendered by the Reinsurance Manager Clause in Contracts

Services to Be Rendered by the Reinsurance Manager. Subject to the Underwriting Guidelines, the terms and conditions of this Agreement, the oversight of the boards of directors of Parent and its subsidiaries and the Applicable Requirements, the Reinsurance Manager shall perform, or shall cause to be performed, the following services: (a) providing general insurance management services to Blue Capital Re, including making underwriting decisions in accordance with the Underwriting Guidelines; (b) preparing all financial reports and other filings required by any Competent Regulatory Authority; (c) depositing and maintaining Blue Capital Re’s funds in one or more accounts established solely in the name and on behalf of Blue Capital Re at such financial institutions as may be approved by the board of directors of Blue Capital Re (the “Accounts”), and depositing, investing and reinvesting those funds in collateral arrangements in respect of risks being ceded or retroceded to, or otherwise assumed by, Blue Capital Re; (d) coordinating with such third party administrators as may be appointed to perform administrative services in connection with the risks being ceded or retroceded to, or otherwise assumed by, Blue Capital Re; (e) keeping such books, records and statements, separate from the Reinsurance Manager’s other clients and the Reinsurance Manager’s own books and records, as may be required: (i) to give a true, complete and current record of the reinsurance results, assets and liabilities of Blue Capital Re at all times in accordance with generally accepted accounting principles applicable to the businesses of insurance and reinsurance; (ii) to enable Parent to publish or provide consolidated reports and accounts of Parent and its subsidiaries (including any financial reports, SEC filings and reports or information required by the Bermuda Monetary Authority); and (iii) by any Competent Regulatory Authority from time to time; (f) using commercially reasonable efforts to ensure that the services rendered by the Reinsurance Manager pursuant to this Agreement are not disrupted or suspended due to an event of Force Majeure, and that any such disruption or suspension is mitigated and brought to an end as soon as practicable, including: (i) taking reasonable care, where applicable, in its selection, use and monitoring of service providers, contractors, counterparties, agents and delegates; and (ii) maintaining a business continuity plan to provide for the prompt and efficient handling of any incident that would be likely to impair its ability to perform its obligations under this Agreement, and testing that plan at appropriate intervals; (g) performing the duties normally performed by a reinsurance manager of a reinsurer of the type and nature of Blue Capital Re; and (h) for such time as the Common Shares are registered under the Exchange Act or listed on the NYSE, providing all necessary assistance to Parent and its subsidiaries in complying with their obligations under the Securities Act, the Exchange Act or any rules of the NYSE, except that the Reinsurance Manager shall not be in breach of its obligations under this Section 2.02(h) if it is unable to comply with such obligations because, after due and careful inquiry, it has not been given the relevant information or relevant assistance from any third party.

Appears in 3 contracts

Samples: Underwriting and Insurance Management Agreement (Blue Capital Reinsurance Holdings Ltd.), Underwriting and Insurance Management Agreement (Montpelier Re Holdings LTD), Underwriting and Insurance Management Agreement (Blue Capital Reinsurance Holdings Ltd.)

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Services to Be Rendered by the Reinsurance Manager. Subject to the Underwriting Guidelines, the terms and conditions of this Agreement, the oversight of the boards of directors of Parent and its subsidiaries and the Applicable Requirements, the Reinsurance Manager shall perform, or shall cause to be performed, the following servicesshall: (a) providing provide general insurance management services to Blue Capital Re, including making underwriting decisions in accordance with the Underwriting Guidelines; (b) preparing prepare all financial reports and other filings required by any Competent Regulatory Authority; (c) depositing deposit and maintaining maintain Blue Capital Re’s funds in one or more accounts established solely in the name and on behalf of Blue Capital Re at such financial institutions as may be approved by the board of directors of Blue Capital Re (the “Accounts”), and depositing, investing and reinvesting those funds in collateral arrangements in respect of risks being ceded or retroceded to, or otherwise assumed by, Blue Capital Re; (d) coordinating coordinate with such third party administrators as may be appointed to perform administrative services in connection with the risks being ceded or retroceded to, or otherwise assumed by, Blue Capital Re; (e) keeping keep such books, records and statements, separate from the Reinsurance Manager’s other clients and the Reinsurance Manager’s own books and records, as may be required: (i) to give a true, complete and current record of the reinsurance results, assets and liabilities of Blue Capital Re at all times in accordance with generally accepted accounting principles applicable to the businesses of insurance and reinsurance; (ii) to enable Parent to publish or provide consolidated reports and accounts of Parent and its subsidiaries (including any financial reports, SEC filings and reports or information required by the Bermuda Monetary Authority); and (iii) by any Competent Regulatory Authority from time to time; (f) using use commercially reasonable efforts to ensure that the services rendered by the Reinsurance Manager pursuant to this Agreement are not disrupted or suspended due to an event of Force Majeure, and that any such disruption or suspension is mitigated and brought to an end as soon as practicable, including: (i) taking reasonable care, where applicable, in its selection, use and monitoring of service providers, contractors, counterparties, agents and delegates; and (ii) maintaining a business continuity plan to provide for the prompt and efficient handling of any incident that would be likely to impair its ability to perform its obligations under this Agreement, and testing that plan at appropriate intervals; (g) performing perform the duties normally performed by a reinsurance manager of a reinsurer of the type and nature of Blue Capital Re; and (h) for such time as the Common Shares are registered under the Exchange Act or listed on the NYSE, providing provide all necessary assistance to Parent and its subsidiaries in complying with their obligations under the Securities Act, the Exchange Act or any rules of the NYSE, except that the Reinsurance Manager shall not be in breach of its obligations under this Section 2.02(h) if it is unable to comply with such obligations because, after due and careful inquiry, it has not been given the relevant information or relevant assistance from any third party.

Appears in 1 contract

Samples: Underwriting and Insurance Management Agreement (Blue Capital Reinsurance Holdings Ltd.)

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