Common use of Lloyd’s Clause in Contracts

Lloyd’s. 4.1 Persons admitted as Members who are ▇▇▇▇▇'▇ Managing Agents may be admitted "in respect of" one or more ▇▇▇▇▇'▇ syndicates. A ▇▇▇▇▇'▇ Managing Agent shall be the Member in its own right, but shall account to each such ▇▇▇▇▇'▇ syndicate for any monetary amount it receives or is required to pay in relation to such managed syndicate's underwriting by reason of its membership of Pool Re. Pool Re: 4.1.1 shall have no obligation to any person on whose behalf such Member acts as agent, or responsibility for ensuring that such Member accounts to any such person in relation to any right or benefit it receives or amount it is liable to pay in its capacity as Member; and 4.1.2 shall be under no duty to enquire as to the due authority and appointment of a registered ▇▇▇▇▇'▇ Managing Agent. 4.2 The several groups of underwriting members of Lloyd's to which in successive years a particular syndicate number is assigned by or under the authority of the Council of Lloyd's shall be treated for the purposes of this Agreement as the same syndicate notwithstanding that they may not comprise the same underwriting members with the same individual participations and so that clause 6 shall not apply upon the termination of a Reinsurance Agreement with a syndicate with a particular syndicate number if a further Reinsurance Agreement with the same syndicate number is in force or is entered into with effect immediately after expiry of the previous Reinsurance Agreement. 4.3 Without prejudice to clause 6, in the event that Pool Re shall receive notice of the replacement of the Managing Agent of a Lloyd's syndicate which benefits from reinsurance under a Reinsurance Agreement, that person shall thereupon cease to be a Member for the purposes of this Agreement in respect of that ▇▇▇▇▇'▇ syndicate and the directors may admit to membership the successor Managing Agent of that syndicate, and that successor Managing Agent shall thereupon be entitled to apply to become a member of Pool Re and a Member for the purposes of this Agreement in respect of that ▇▇▇▇▇'▇ syndicate by completion of a Form of Application and execution of an Accession Agreement which Agreement Pool Re may execute on its own behalf and on behalf of each of the other persons who are then Members. 4.4 A ▇▇▇▇▇'▇ Managing Agent may become a Member in respect of more than one ▇▇▇▇▇'▇ syndicate by complying, in relation to each syndicate, with the provisions of clause 2 or 3, as the case may be (with such adaptations as Pool Re may specify) and its membership of Pool Re shall terminate when all Reinsurance Agreements by virtue of which he is entitled to membership shall have terminated. 4.5 In the event that a ▇▇▇▇▇'▇ Managing Agent that is a Member in respect of one or more ▇▇▇▇▇'▇ syndicates becomes the Managing Agent of an additional Lloyd's syndicate, whether by reason of a syndicate merger or otherwise, then: 4.5.1 if that additional ▇▇▇▇▇'▇ syndicate is already a party to a Reinsurance Agreement with Pool Re, that ▇▇▇▇▇'▇ Managing Agent shall become a Member in respect of that additional Lloyd's syndicate; and 4.5.2 if that additional ▇▇▇▇▇'▇ syndicate is not already a party to a Reinsurance Agreement with Pool Re and all of the members of that ▇▇▇▇▇'▇ syndicate are Connected Persons of that ▇▇▇▇▇'▇ Managing Agent, that ▇▇▇▇▇'▇ Managing Agent shall, unless otherwise agreed by the directors of Pool Re: (A) become a Member in respect of that additional ▇▇▇▇▇'▇ syndicate by complying, in relation to that additional ▇▇▇▇▇'▇ syndicate, with the provisions of clause 2 or 3, as the case may be (with such adaptations a Pool Re may specify); and (B) promptly enter into a Reinsurance Agreement with Pool Re on behalf of that additional Lloyd's syndicate. 4.6 In the event that a Lloyd's syndicate (the "reinsuring syndicate") provides reinsurance to another ▇▇▇▇▇'▇ syndicate (the "reinsured syndicate") under a reinsurance to close contract that covers business in respect of which premium has been placed with Pool Re then: 4.6.1 there shall be no requirement for the ▇▇▇▇▇'▇ Managing Agent of the reinsuring syndicate to become a Member in respect of the reinsuring syndicate (if it is not already a Member in respect of the reinsuring syndicate); 4.6.2 for the avoidance of doubt, the ▇▇▇▇▇'▇ Managing Agent of the reinsuring syndicate shall not become a Member in respect of the reinsured syndicate; and 4.6.3 the provisions of Article 33 of the Memorandum and Articles of Association of Pool Re shall apply with respect to voting rights. 4.7 Where a ▇▇▇▇▇'▇ Managing Agent is admitted as a Member in respect of two or more ▇▇▇▇▇'▇ syndicates, it shall sign a separate Reinsurance Agreement on behalf of each syndicate. Such a Member shall be regarded as a separate Member in respect of each such ▇▇▇▇▇'▇ syndicate. The premium placed with Pool Re by such Member on behalf of each such ▇▇▇▇▇'▇ syndicate shall be measured separately in determining the number of votes which that Member may cast, and those votes shall be regarded as cast separately by that Member for each ▇▇▇▇▇'▇ syndicate in respect of which it is admitted as a Member. 4.8 Where a Member has appointed a MGA in respect of its business, Pool Re shall be entitled to deal and communicate with that duly appointed MGA for all purposes in connection with the Member’s membership of Pool Re.

Lloyd’s. 4.1 Persons admitted as Members who are ▇▇▇▇▇'▇ Lloyd's Managing Agents may be admitted "in respect of" one or more ▇▇▇▇▇'▇ Lloyd's syndicates. A ▇▇▇▇▇'▇ Lloyd's Managing Agent shall be the Member in its own right, but shall account to each such ▇▇▇▇▇'▇ Lloyd's syndicate for any monetary amount it receives or is required to pay in relation to such managed syndicate's underwriting by reason of its membership of Pool Re. Pool Re: 4.1.1 shall have no obligation to any person on whose behalf such Member acts as agent, or responsibility for ensuring that such Member accounts to any such person in relation to any right or benefit it receives or amount it is liable to pay in its capacity as Member; and 4.1.2 shall be under no duty to enquire as to the due authority and appointment of a registered ▇▇▇▇▇'▇ Lloyd's Managing Agent. 4.2 The several groups of underwriting members of Lloyd's to which in successive years a particular syndicate number is assigned by or under the authority of the Council of Lloyd's shall be treated for the purposes of this Agreement as the same syndicate notwithstanding that they may not comprise the same underwriting members with the same individual participations and so that clause 6 shall not apply upon the termination of a Reinsurance Agreement with a syndicate with a particular syndicate number if a further Reinsurance Agreement with the same syndicate number is in force or is entered into with effect immediately after expiry of the previous Reinsurance Agreement. 4.3 Without prejudice to clause 6, in the event that Pool Re shall receive notice of the replacement of the Managing Agent of a Lloyd's syndicate which benefits from reinsurance under a Reinsurance Agreement, that person shall thereupon cease to be a Member for the purposes of this Agreement in respect of that ▇▇▇▇▇'▇ Lloyd's syndicate and the directors may admit to membership the successor Managing Agent of that syndicate, and that successor Managing Agent shall thereupon be entitled to apply to become a member of Pool Re and a Member for the purposes of this Agreement in respect of that ▇▇▇▇▇'▇ Lloyd's syndicate by completion of a Form of Application and execution of an Accession Agreement which Agreement Pool Re may execute on its own behalf and on behalf of each of the other persons who are then Members. 4.4 A ▇▇▇▇▇'▇ Lloyd's Managing Agent may become a Member in respect of more than one ▇▇▇▇▇'▇ Lloyd's syndicate by complying, in relation to each syndicate, with the provisions of clause 2 or 3, as the case may be (with such adaptations as Pool Re may specify) and its membership of Pool Re shall terminate when all Reinsurance Agreements by virtue of which he is entitled to membership shall have terminated. 4.5 In the event that a ▇▇▇▇▇'▇ Lloyd's Managing Agent that is a Member in respect of one or more ▇▇▇▇▇'▇ Lloyd's syndicates becomes the Managing Agent of an additional Lloyd's syndicate, whether by reason of a syndicate merger or otherwise, then: 4.5.1 if that additional ▇▇▇▇▇'▇ Lloyd's syndicate is already a party to a Reinsurance Agreement with Pool Re, that ▇▇▇▇▇'▇ Lloyd's Managing Agent shall become a Member in respect of that additional Lloyd's syndicate; and 4.5.2 if that additional ▇▇▇▇▇'▇ Lloyd's syndicate is not already a party to a Reinsurance Agreement with Pool Re and all of the members of that ▇▇▇▇▇'▇ Lloyd's syndicate are Connected Persons of that ▇▇▇▇▇'▇ Lloyd's Managing Agent, that ▇▇▇▇▇'▇ Lloyd's Managing Agent shall, unless otherwise agreed by the directors of Pool Re: (A) become a Member in respect of that additional ▇▇▇▇▇'▇ Lloyd's syndicate by complying, in relation to that additional ▇▇▇▇▇'▇ Lloyd's syndicate, with the provisions of clause 2 or 3, as the case may be (with such adaptations a Pool Re may specify); and (B) promptly enter into a Reinsurance Agreement with Pool Re on behalf of that additional Lloyd's syndicate. 4.6 In the event that a Lloyd's syndicate (the "reinsuring syndicate") provides reinsurance to another ▇▇▇▇▇'▇ Lloyd's syndicate (the "reinsured syndicate") under a reinsurance to close contract that covers business in respect of which premium has been placed with Pool Re then: 4.6.1 there shall be no requirement for the ▇▇▇▇▇'▇ Lloyd's Managing Agent of the reinsuring syndicate to become a Member in respect of the reinsuring syndicate (if it is not already a Member in respect of the reinsuring syndicate); 4.6.2 for the avoidance of doubt, the ▇▇▇▇▇'▇ Lloyd's Managing Agent of the reinsuring syndicate shall not become a Member in respect of the reinsured syndicate; and 4.6.3 the provisions of Article 33 of the Memorandum and Articles of Association of Pool Re shall apply with respect to voting rights. 4.7 Where a ▇▇▇▇▇'▇ Lloyd's Managing Agent is admitted as a Member in respect of two or more ▇▇▇▇▇'▇ Lloyd's syndicates, it shall sign a separate Reinsurance Agreement on behalf of each syndicate. Such a Member shall be regarded as a separate Member in respect of each such ▇▇▇▇▇'▇ Lloyd's syndicate. The premium placed with Pool Re by such Member on behalf of each such ▇▇▇▇▇'▇ Lloyd's syndicate shall be measured separately in determining the number of votes which that Member may cast, and those votes shall be regarded as cast separately by that Member for each ▇▇▇▇▇'▇ Lloyd's syndicate in respect of which it is admitted as a Member. 4.8 Where a Member has appointed a MGA in respect of its business, Pool Re shall be entitled to deal and communicate with that duly appointed MGA for all purposes in connection with the Member’s membership of Pool Re.