any of them other than Argo Direct Ltd, Argo Managing Agency Ltd, Argo Management Services Ltd, Argo (Zeta) Ltd, Argo (Epsilon) Ltd, Argo (Delta) Ltd, Argo (Chi) Ltd, Argo (Alpha) Ltd, Argo (No 617), Ltd, Argo (No 604), Ltd, Argo (No 616), Ltd, Argo (No 607), Ltd, Argo (No 703), Ltd, Argo (No 704), Ltd, Argo Underwriting Agency Ltd, Affinibox Holdings, Ltd., Argo International Holdings Ltd., Ariel Corporate Member Limited, Ariel Re Property & Casualty (collectively, the U.K. Subsidiaries) was characterized as resident, managed and controlled or carrying on a trade through a branch or agency in the United Kingdom; no deficiency assessment with respect to a proposed adjustment of the Companys or any of its subsidiaries taxes is pending or, to the best of the Companys knowledge, threatened, and there is no tax lien, whether imposed by any federal, state, or other taxing authority, outstanding against the assets, properties or business of the Company or any of its subsidiaries, in either case, which would have a Material Adverse Effect.
(xxiv) Each of the Company and Argo Re have received from the Bermuda Minister of Finance an assurance under the Exempted Undertakings Tax Protection Act 1966, as amended, of Bermuda that in the event that Bermuda enacts legislation imposing tax computed on profits, income, any capital asset, gain or appreciation, or any tax in the nature of estate duty or inheritance, then the imposition of any such tax shall not be applicable to the Company and Argo Re or to any of their operations or their shares, debentures or other obligations, until 2035, and the Company has not received any notification to the effect (and is not otherwise aware) that such assurance may be revoked or otherwise not honored by the Bermuda government.
(xxv) Neither the Company nor any of its subsidiaries is, or upon the sale of the Securities contemplated hereby should be, except for the U.K. Subsidiaries, characterized as resident or carrying on a trade through a permanent establishment in the United Kingdom.
(xxvi) Except for the U.S. Subsidiaries, Argo (No 604) Ltd., Argo (No 703) Ltd., Argo (Alpha) Ltd., Argo (Chi) Ltd., Argo (Delta) Ltd., Argo (Zeta) Ltd., and Ariel Corporate Member Limited, neither the Company nor any of its subsidiaries currently is, or upon the sale of the Securities contemplated hereby will be, considered to be engaged in a trade or business within the United States for purposes of Section 864(b) of the Code. The Company does not believe it constitutes a passive foreign investment company as defined in Section 1297 of the Code. The Company expects that the related person insurance income (as defined in Section 953 of the Code) of each Designated Subsidiary that is a non-U.S. insurance company will not equal or exceed 20% of each such companys gross insurance income for any taxable year in the foreseeable future.
(xxvii) The audited consolidated financial statements included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly, in all material respects, the financial position of the Company and its consolidated subsidiaries at the dates indicated and the statement of operations, shareholders equity and cash flows of the Company and its consolidated subsidiaries for the periods specified; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the