Privacy Settings

(a) A reference to a clause is a reference to a clause of this Agreement;

(b) The terms ‘herein’, ‘hereof’, ‘hereto’, ‘hereunder’ and words of similar purport refer to this Agreement as a whole;

(c) A reference to a document is a reference to that document as has from time to time been validly amended, supplemented, assigned, novated or varied;

(d) Any reference to the term ‘including’ or any variation thereof shall include the words ‘without limitation’ immediately after it;

(e) Any reference to the singular includes a reference to the plural and vice versa;

(f) Any reference to the masculine includes a reference to the feminine and vice versa;

(g) Any reference to the term ‘any’ shall include all and vice versa; and

(h) The phrase ‘relating to’ shall be understood to mean ‘relating to, arising from, in connection with, as a consequence of’ and such other phrase that has the same or similar meaning to the intent that the phrase shall be as broad and inclusive as possible.

(a) This “Agreement” means this Settlement Agreement, including the appendix referred to as Appendix A.

(b) “Claim” means any and all allegations, claims, counterclaims, disputes, causes or rights of action, remedies or proceedings, whether at law or in equity, of whatsoever nature and kind, and howsoever arising, in any jurisdiction whatsoever, or before any authority whether intimated, prospective or contingent whether known or unknown, whether suspected or unsuspected, whether secured, proprietary, by way of tracing, priority or otherwise, whether by way of contribution or subrogation or otherwise, which relate to the Policy Claim provided always that, notwithstanding the above, or the other provisions of this Agreement, the term ‘Claim’ shall not include, or be deemed to refer to or include any claim to enforce the obligations under this Agreement.

(c) “Liability” means any demand, liability, obligation, complaint, claim, counterclaim, right of set-off and net-off, indemnity, right of contribution, cause of action (including in negligence or based on fraud), administrative, criminal or regulatory claim or infraction, petition, right or interest of any kind or nature whatsoever, whether in law or equity, direct or indirect, joint or several, foreseen or unforeseen, contingent or actual, accrued or unaccrued, liquidated or unliquidated, present or future, known or unknown, disclosed or undisclosed, suspected or unsuspected, however and whenever arising and in whatever capacity and jurisdiction.

(d) “Related Party” means a Party’s parent, subsidiaries, assigns, transferees, representatives, principles, agents, officers, directors, employees, partners, consultants or members, past, present and future and each and all of them.

(e) The Recitals form part of and are deemed to be incorporated into this Agreement, save that where there is a reference to a description of a separate document, that document shall be referred to for its full meaning and effect in preference to the reference or description of that document in the Recitals.

(f) Headings and sub-headings in this Agreement shall not be deemed part thereof or be taken into consideration in the interpretation or construction of this Agreement.

(a) on the date of signature; or

(b) if the Parties do not sign the Agreement on the same date, the date of the last signature shall be taken to be the effective date of this Agreement,

(the “Effective Date”).

(a) Irrevocably and unconditionally releases and discharges Orient and its Related Parties and Orient’s reinsurers, Atradius Crédito Y Caución S.A. De Seguros Y Reaseguros (“Reinsurers”) and its Related Parties from any Liability arising directly or indirectly out of and/or in relation to (i) the Loss; and/or (ii) the Policy Claim; and/or (iii) the Policy; and/or (iv) the Proceedings; and/or (v) the Counterclaim; and /or (vi) any rights and/or obligations that may otherwise exist under the Policy and/or at law (the “Released Claims”);

(b) Irrevocably and unconditionally waives all and any Claims that they may have against Orient and its Related Parties and Reinsurers and its Related Parties, arising directly or indirectly from the Released Claims;

(c) Warrants that no actions, suits or complaints have been commenced against Orient and its Related Parties and/or Reinsurers and its Related Parties before any court or tribunal of competent jurisdiction in relation to the Released Claims (except the Counterclaim);

(d) Agrees to fully and faithfully perform all their obligations pursuant to this Agreement.

(a) Irrevocably and unconditionally releases and discharges HME and its Related Parties from any Liability arising directly or indirectly out of and/or in relation to the Released Claims;

(b) Irrevocably and unconditionally waives all and any Claims that they may have against HME and its Related Parties arising directly or indirectly from the Released Claims;

(c) Warrants that no actions, suits or complaints have been commenced against HME and its Related Parties before any court or tribunal of competent jurisdiction in relation to the Released Claims (except the Proceedings);

(d) Agrees to fully and faithfully perform all their obligations pursuant to this Agreement.

(a) Each Party executing an Agreed Order in substantially the form set out in Appendix A of this Agreement, immediately following the execution of this Agreement; and

(b) Orient’s legal representatives (Clyde & Co LLP) thereafter submitting to the DIFC Court, copied to Mr Jigar Gandhi of HME, a copy of the executed Agreed Order.

(a) This Agreement has been executed by it in a way which is binding upon it, by duly and validly authorised and approved signatories;

(b) No other acts or proceedings are necessary to authorise the execution or performance by it of this Agreement;

(c) It is duly authorised to enter into, and to perform all obligations under, this Agreement; and

(d) It has taken all advice and conducted all enquiries it considers necessary in relation to this Agreement.

(a) to the Parties' respective auditors, lawyers, reinsurers, retrocessionaires, reinsurance brokers and legal advisers on terms which preserve confidentiality;

(b) to the Parties' group companies (to include service companies);

(c) pursuant to an order of a court or tribunal of competent jurisdiction, or pursuant to any proper order or demand made by any competent authority or body where they are under a legal or regulatory obligation to make such a disclosure; and

(d) as far as is necessary to implement and enforce any of the terms of this Agreement.

(a) be subject to the exclusive jurisdiction of the Courts of the DIFC, and the Parties hereby submit to the exclusive jurisdiction of those courts for these purposes and agree that the Courts of the DIFC are the most appropriate and convenient courts to settle any dispute and they will not argue to the contrary; and

(b) be conducted in the English language.