Novation clause samples

7. Each party hereto agrees to execute and deliver such further documents or instruments reasonably requested by another party in order to affect the intent and purposes of this Amendment and Novation. IN WITNESS WHEREOF, each of the parties listed below have caused this Amendment and Novation to be executed by their respective officers.

Effective April14, 2015, the reinsurance agreement dated December31, 2008 reinsuring variable annuity reinsurance between the Company and Transamerica International Re (Bermuda) Ltd (TIRe), an affiliate, was novated to Firebird Re Corp. (FReC), also an affiliate.General account reserves and claim reserves ceded on a coinsurance basis at the time of novation were $102,123 and $927, respectively.Separate account modified coinsurance reserves and general account modified coinsurance reserves at the time of the novation were $1,514,150 and $199,680 respectively.No consideration was paid or received related to the novation.No gain or loss was recognized.

claims reserves of $20,893, other liabilities of $920 along with assets of $28,801 from SLIC during the last two quarters of the year as regulatory approvals of the assumption agreement were received. No consideration was paid or received related to the novation. No gain or loss was recognized in the financial statements. SLIC merged into TLIC, an affiliate, effective October1, 2015, so the reinsurance agreement is now with TLIC.

(b) Novation. The parties hereto acknowledge and agree that the assignment and transfer of the Reinsurance Agreement from the Transferor to the Transferee hereunder constitutes a novation, effective as of the Effective Date, of the Reinsurance Agreement, with the effect that the Transferee shall replace the Transferor under the Reinsurance Agreement in all respects as if the Transferee were the original party thereunder except as otherwise provided herein.

(c) Consenting Party Consent and Release. The Consenting Party hereby consents to the assignment, transfer, and novation of the Reinsurance Agreement contemplated herein and waives any rights that it may have under the Reinsurance Agreement that arise or are triggered as a result of such assignment, transfer, and novation. The parties acknowledge and agree that the Transferor is hereby irrevocably released from all obligations, duties, and liabilities under the Reinsurance Agreement (whether known or unknown and whether existing now or arising hereafter with respect to periods on, before, or after the Effective Date) and shall have no further rights, duties, obligations, or liabilities thereunder, it being understood that the Transferee is assuming all such rights, duties, obligations, and liabilities pursuant to this Agreement. From and after the Effective Date, the Consenting Party shall not look to the Transferor and instead shall look only to the Transferee with respect to any rights it may have under the Reinsurance Agreement. The parties hereto acknowledge and agree that any failure on the part of the Transferee to perform under the Reinsurance Agreement shall not result in any liability to the Transferor. The Consenting Party agrees that, from and after the Effective Date, it shall perform any and all of its obligations and duties under the Reinsurance Agreement owing to the Transferor for the benefit of the Transferee and pay any amounts owing to the Transferor under the Reinsurance Agreement to the Transferee.

Effective July1, 2015, the Company entered into an assumption reinsurance agreement with Transamerica Premier Life Insurance Company (TPLIC), an affiliate, under which the Company novated its Medicare Supplement business to TPLIC. The Company transferred policy reserves of $6,987, claims reserves of $20,893, other liabilities of $920 along with assets of $28,801 to TPLIC during the last two quarters of the year. This represents the portion of the Medicare supplement business for which regulatory approval of the assumption agreement was received by July1. No consideration was paid or received related to the novation. No gain or loss was recognized in the financial statements.

A smaller element of portfolio manager discretionary compensation may include consideration of: financial results, expense control, profit margins, strategic planning and implementation, quality of client service, market share, corporate reputation, capital allocation, compliance and risk control, leadership, technology and innovation. These factors are considered collectively by BlackRock management and the relevant Chief Investment Officers.

· Enhance and Diversify Customer Relationships Through Continued Operating Excellence and Technological Innovation. We intend to maintain and grow our cash flows by focusing on strong customer relationships and actively seeking the extension and renewal of existing charters, entering into new long-term charters with current customers, and identifying new business opportunities with other creditworthy charterers. We believe our customer relationships are enhanced by our ability to provide expert technical advice to our customers through Höegh LNG’s in-house engineering department, which in turn enables us to be directly involved in our customers’ project development processes. We will continue to incorporate safety, health, security and environmental stewardship into all aspects of vessel design and operation in order to satisfy our customers and comply with national and international rules and regulations. We believe that Höegh LNG’s operational expertise, recognized position, and track record in floating LNG infrastructure services will position us favorably to capture additional commercial opportunities in the FSRU and LNG sectors.

I.             Novation. Subject to the terms and conditions contained herein, (i) AGID hereby irrevocably novates and transfers to PI all of AGID’s rights, title and interests and duties, liabilities and obligations under the Participation Agreement so as to substitute PI for AGID as a party to the Participation Agreement for all purposes as of the Effective Date (the “Novation”), (ii) PI hereby irrevocably accepts such rights, title and interests and assumes such duties, liabilities and obligations from AGID under the Participation Agreement as of the Effective Date and releases AGID from all such duties, liabilities and obligations thereunder which would otherwise be required or occur on and after the Effective Date, (iii) the Company and the Fund hereby consent to such Novation for all purposes, and (iv) the Company and the Fund hereby irrevocably release AGID from all of its duties, liabilities and obligations under the Participation Agreement which would otherwise be required or occur on and after the Effective Date. Pursuant to the Novation, on and after the Effective Date, PI agrees to duly perform and discharge all liabilities and obligations arising out of or related to the Participation Agreement from time to time to be performed or discharged by it by virtue of this instrument in all respects as if PI was (and had at all times been) named therein as a party instead of AGID.

Section 3.02.Novation.The parties hereto acknowledge and agree that the assignment and transfer of the Coinsurance Trust Agreement from Prime Re to Pecan Re hereunder constitutes a novation, effective as of the Effective Time, of the Coinsurance Trust Agreement, with the effect that Prime Re shall cease to be a party thereunder and Pecan Re shall be substituted for Prime Re under the Coinsurance Trust Agreement in all respects as if Pecan Re were the original party thereunder.

In addition, our research and development efforts may require a substantial investment of time and resources before we are adequately able to determine the commercial or technical viability of a new product, technology, or other innovation. Even if we are able to develop enhancements or new generation products successfully, these enhancements or new generation products may not generate sufficient demand or produce sales in excess of the costs of development, which would cause our results of operations to suffer. It is also important that we carefully manage our introduction of new and enhanced products. If potential customers delay purchases until new or enhanced products are available, it could negatively impact our sales.In addition, to the extent we have excess or obsolete inventory as we transition to new products, it would result in margin reducing write-offs and charges for obsolete inventory, and our results of operations may suffer.

1. Assignment and Novation. Qualigen hereby grants, conveys, assigns, transfers and delivers unto QLGN, and QLGN hereby accepts and assumes, all of Qualigen’s right, title and interest in, to and under the License Agreement, as if it were the original party to the License Agreement in place of Qualigen. In addition, Qualigen hereby assigns, and QLGN hereby assumes and agrees to satisfy and perform if due or when coming due as a direct obligation to ACT, all of Qualigen’s obligations under the License Agreement, regardless of whether arising before or after the Effective Date, without any further liability to Qualigen, and ACT agrees to look only to QLGN for satisfaction of all such obligations (collectively, the “Novation”).