IRS
means the U.S. Internal Revenue Service.
Knowledge
means, (i) with respect to the Company, the actual knowledge, as of the date of this Agreement, of the
individuals listed on
Section
8.13
of the Company Disclosure Letter and (ii) with respect to Parent or Merger Sub, the actual knowledge, as of the date of this Agreement, of the individuals listed on
Section
8.13
of the Parent Disclosure Letter.
Liens
means any pledges, liens, claims,
options, charges, mortgages, encumbrances, leases, licenses, hypothecations, conditions, covenants, restrictions, option to purchase or lease or otherwise acquire any interest, right of first refusal or offer, conditional sales or other title
retention agreement, adverse claim of ownership or use, easement, encroachment, right of way or other title defect, transfer restrictions or security interests of any kind or nature.
Lloyd
s
means the Council and Society and Corporation of Lloyds created and governed by the
Lloyds Act 1871 to 1982 of England and Wales, including for the avoidance of doubt the Franchise Board.
Material Adverse
Effect
means any effect, change, event, circumstance, development or occurrence that, individually or in the aggregate with all other events, circumstances, developments, changes and effects, (a) has a material adverse effect on the
business, operations, results of operations, assets, liabilities or condition (financial or otherwise) of the Company and its Subsidiaries, taken as a whole, or (b) would prevent or materially impair or delay the ability of the Company to
consummate the Merger or perform its obligations hereunder;
provided
, that, for purposes of clause (a) only, none of the following, and no effect, change, event, circumstance, development or occurrence arising out of, or resulting from,
the following, shall constitute or be taken into account, individually or in the aggregate, in determining whether a Material Adverse Effect has occurred or may occur: any effect, change, event, circumstance, development or occurrence that results
from (i) changes, events or conditions generally affecting the insurance or risk management industries in the geographic regions or product markets in which the Company and its Subsidiaries operate or underwrite insurance or reinsurance or
manage risk, (ii) general economic or regulatory, legislative or political conditions or securities, credit, financial or other capital markets conditions in any jurisdiction, (iii) any failure, in and of itself, by the Company to meet any
internal or published projections, forecasts, estimates or predictions in respect of revenues, earnings or other financial or operating metrics for any period, (iv) geopolitical conditions, the outbreak or escalation of hostilities, any acts of
war (whether or not declared), sabotage, terrorism (including cyber-terrorism) or
man-made
disaster, or any escalation or worsening of any such hostilities, acts of war (whether or not declared), sabotage,
terrorism or
man-made
disaster, (v) any volcano, tsunami, pandemic, hurricane, tornado, windstorm, flood, earthquake or other natural disaster or any conditions resulting from such natural disasters,
(vi) the execution and delivery of this Agreement or the public announcement, pendency or performance of the Transactions, including any action with respect to the Transactions and including the impact thereof on the relationships of the
Company or any of its Subsidiaries with employees, customers, insureds, policyholders, brokers, agents, financing sources, business partners, service providers, or reinsurance providers (but taking into account any action by any such Person not
arising from such execution, delivery, announcement, pendency or performance), (vii) any change or announcement of a potential change, in and of itself, in the Companys or any of its Subsidiaries credit, financial strength or claims
paying ratings or the ratings of any of the Companys or its Subsidiaries businesses, (viii) any change, in and of itself, in the market price, credit ratings or trading volume of the Companys or any of its Subsidiaries
securities, (ix) any change in applicable Law, regulation, GAAP (or authoritative interpretation thereof) or Applicable SAP, including accounting and financial reporting pronouncements by the SEC, the National Association of Insurance
Commissioners, any Insurance Regulator and the FASB or (x) any action expressly required to be taken by the Company, or that the Company is expressly required to cause one of its Subsidiaries to take, pursuant to, or any failure of the Company
or any of its Subsidiaries to take an action expressly prohibited by, the terms of this Agreement (but only if Parent has refused, after a timely request by the Company, to provide a waiver to the applicable prohibition or requirement in this
Agreement) (it being understood that the exceptions in clauses (iii), (vii) and (viii) shall not prevent or otherwise affect a determination that the underlying cause of any such failure or change referred to therein (to the extent not
otherwise falling
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