Company and its subsidiaries, taken as a whole, or (iii) is in violation of any law, rule or regulation to which it or its property is subject, except for any such violations that would not, individually or in the aggregate, have a material adverse effect on the Company and its subsidiaries taken as a whole.
(z) Except as disclosed in the Time of Sale Prospectus and the Prospectus, all retrocessional and reinsurance treaties, contracts and arrangements to which any of the Company or its subsidiaries are a party as the reinsured or insured are in full force and effect except where the failure to be in full force and effect would not, individually or in the aggregate, have a material adverse effect on the Company and its subsidiaries, taken as a whole. None of the Company or any of its Designated Subsidiaries has received any notice or otherwise has knowledge that any of the other parties to such retrocessional and reinsurance treaties, contracts, agreements or arrangements intends not to perform, or will be unable to perform, in any material respect such retrocessional or reinsurance treaty, contract, agreement or arrangement, except where such non-performance would not, singly or in the aggregate, have a material adverse effect on the Company and its subsidiaries, taken as a whole.
(aa) None of the Companys subsidiaries is currently prohibited, directly or indirectly, from paying any dividends to the Company or from making any other distribution on such subsidiarys capital stock, except as described in or contemplated by the Time of Sale Prospectus and the Prospectus.
(bb) None of the Underwriters or any subsequent purchasers of the Securities (other than any purchaser resident in Bermuda for Bermuda exchange control purposes) is subject to any stamp duty, excise, transfer or similar tax imposed in Bermuda in connection with the offering, sale or purchase of the Securities.
(cc) There are no currency exchange control laws or withholding taxes of Bermuda that would be applicable to the payment of principal or premium, if any, any additional amounts or any interest on the Notes by the Issuer or pursuant to the Guarantees by the Company (other than to residents of Bermuda for Bermuda exchange control purposes).
(dd) Any tax returns required to be filed in any jurisdiction by the Company or any of its subsidiaries have been accurately prepared and timely filed and any taxes (including any withholding taxes, excise taxes, sales taxes, use taxes, penalties and interest), assessments and fees and other charges due or claimed to be due from such entities have been paid, (i) other than any of those (A) being contested in good faith and for which adequate reserves have been provided or (B) currently payable without penalty or interest, (ii) except to the extent that the failure to so file or pay would not result in a material adverse effect on the Company and its subsidiaries, taken as a whole, and (iii) other than those tax returns that would be required to be filed or taxes that