Common use of Assignment, Assumption and Novation Clause in Contracts

Assignment, Assumption and Novation. (a) Notwithstanding any provision in the Treaty to the contrary (including those relating to the assignability of the Treaty or the giving of notice), all of which are hereby expressly waived by BMA and the Consentor, subject to the Closing and effective as of the Effective Time and without further formality, BMA hereby sells, transfers and assigns to the Assignee all BMA’s right, duties risks, obligations and liabilities under the Treaty with respect to all rights, duties, risks, obligations and liabilities existing or hereinafter arising under the Treaty (the “Reinsurance Liabilities”). (b) Subject to the Closing and effective as of the Effective Time, the Assignee agrees to assume, and shall observe and perform, all of BMA’s rights, duties, risks, obligations and liabilities under the Treaty with respect to the Reinsurance Liabilities. (c) Subject to the Closing and effective as of the Effective Time, the Consentor hereby consents to the assignment of the Treaty to the Assignee and, in consideration of the Assignee’s assumption of BMA’s rights, duties, risks, obligations and liabilities under the Treaty with respect to the Reinsurance Liabilities, agrees that upon such assignment BMA shall thereby be released and forever discharged from any such duties, obligations and liabilities under the Treaty. (d) In consideration of the Consentor’s consent to the assignment of the Treaty to the Assignee, the Assignee agrees that the Consentor shall be entitled to enforce the Treaty with respect to the Reinsurance Liabilities directly against the Assignee and shall have a direct right of action against the Assignee in respect of such duties, obligations and liabilities as if the Assignee had executed and delivered the Treaty instead of BMA. (e) Consentor acknowledges that Assignee is in the process of changing its name from Clarica Life Reinsurance Company to Generali USA Life Reassurance Company. Further, Assignee will notify Consentor when such name change has been effected.

Assignment, Assumption and Novation. (a) Notwithstanding any provision in the Treaty to the contrary (including those relating to the assignability Effective as of the Treaty or the giving of notice)Effective Time, Assignors hereby sell, assign, transfer, convey and deliver to Assignee, and Assignee hereby acquires and accepts, all of which are hereby expressly waived by BMA Assignors’ right, title and the Consentor, subject interest in and to the Closing Nabriva Agreements (“Assigned Rights”) and effective all of Assignors’ obligations and liabilities under the Nabriva Agreements (“Assumed Obligations”). Effective as of the Effective Time, Assignee hereby assumes and agrees to pay, discharge and perform as they become due all of the Assumed Obligations. If withholding taxes, value added taxes or similar taxes are imposed on payment of any of the Assumed Obligations, the liability for such taxes shall be the sole responsibility of Assignee, and Assignee shall increase any such amounts payable as necessary so that after such withholding or deduction has been made (including such deductions and withholdings applicable to additional sums payable under the Nabriva Agreements), Nabriva receives an amount equal to the sum it would have received had no such withholding or deduction been made; provided, however, that Nabriva shall be required to repay or refund to Assignee, without interest, any such increased amounts payable to the extent any credit or deduction for applicable tax purposes attributable to such increased amounts results in an actual reduction in tax liability of Nabriva (or any affiliate of Nabriva) under applicable law (calculated on a “with and without” basis as reasonably determined by Nabriva). Nabriva hereby consents to the foregoing assignment and assumption of the Assigned Rights and Assumed Obligations. The Parties acknowledge and agree that nothing in this Agreement is intended to or shall modify or change the rights or obligations between Assignors, on the one hand, and Assignee and Assignee Parent, on the other hand, under the Purchase Agreement. (b) Effective as of immediately after the Effective Time, Assignee shall observe, perform and be bound by the terms and conditions of the Nabriva Agreements as if Assignee were a party to the Nabriva Agreements in the place of Assignors (and as if all applicable references in the Nabriva Agreements to Assignors are to be read and construed as references to Assignee). (c) Effective as of the Effective Time and without further formality, BMA hereby sells, transfers and assigns to the Assignee all BMA’s right, duties risks, obligations and liabilities under the Treaty with respect to all rights, duties, risks, obligations and liabilities existing or hereinafter arising under the Treaty (the “Reinsurance Liabilities”). (b) Subject to the Closing and effective as of the Effective Time, the Assignee agrees to assume, and shall observe and perform, all of BMA’s rights, duties, risks, obligations and liabilities under the Treaty with respect to the Reinsurance Liabilities. (c) Subject to the Closing and effective as of the Effective Time, the Consentor hereby consents to the assignment of the Treaty to the Assignee and, in consideration of the undertakings given by Assignee in Sections 1(a) and ‎1(b) of this Agreement, Nabriva hereby accepts Assignee’s assumption undertaking to observe, perform, discharge and be bound by the Nabriva Agreements as set forth in Sections 1(a) and ‎1(b) of BMA’s rights, duties, risks, obligations and liabilities under the Treaty with respect to the Reinsurance Liabilities, agrees that upon such assignment BMA shall thereby be released and forever discharged from any such duties, obligations and liabilities under the Treatythis Agreement. (d) In consideration Effective upon the later of (i) the Consentor’s consent Effective Time and (ii) delivery to the assignment Nabriva of the Treaty to the Assignee, reasonable evidence that the Assignee agrees Validation Criteria (as defined below) are satisfied, Nabriva hereby releases and discharges Assignors from all obligations to observe, perform, and discharge the Assumed Obligations and be bound by the Nabriva Agreements, and from any and all liabilities, claims and demands arising under the Nabriva Agreements (it being understood that the Consentor nothing herein shall be entitled to enforce the Treaty affect, or release or discharge Assignors from, any claim or demand which Nabriva may have against Assignors with respect to the Reinsurance Liabilities directly against Nabriva Agreements arising out of matters occurring prior to the Effective Time). “Assignee Validation Criteria” means (i) Assignee has been duly incorporated, is validly existing and shall have a direct right is in good standing in the People’s Republic of action against China, (ii) Assignee has the Assignee equivalent of fifty million U.S. dollars (US$50,000,000) in respect ​ ​ ​ shareholders equity as reflected in its most recent financial statements as of such duties, obligations the Effective Time and liabilities as if the Assignee had executed and delivered the Treaty instead of BMA. (eiii) Consentor acknowledges that Assignee is in the process a wholly owned subsidiary of changing its name from Clarica Life Reinsurance Company to Generali USA Life Reassurance Company. Further, Assignee will notify Consentor when such name change has been effectedParent.

Assignment, Assumption and Novation. (a) Notwithstanding any provision in the Treaty to the contrary (including those relating to the assignability of the Treaty or the giving of notice), all of which are hereby expressly waived by BMA and the Consentor, subject to the Closing and effective as of the Effective Time and without further formality, BMA hereby sells, transfers and assigns to the Assignee all of BMA’s rightrights, duties duties, risks, obligations and liabilities under the Treaty with respect to all rights, duties, risks, obligations and liabilities existing or hereinafter arising under the Treaty (the “Reinsurance Liabilities”). (b) Subject to the Closing and effective Effective as of the Effective Time, the Assignee agrees to assume, and shall observe and perform, all of BMA’s rights, duties, risks, obligations and liabilities under the Treaty with respect to the Reinsurance Liabilities. (c) Subject to the Closing and effective Effective as of the Effective Time, the Consentor hereby consents to the assignment of the Treaty to the Assignee and, in consideration of the Assignee’s assumption of BMA’s rights, duties, risks, obligations and liabilities under the Treaty with respect to the Reinsurance Liabilities, agrees that upon such assignment BMA shall thereby be released release and forever discharged from any such duties, obligations and liabilities under the Treaty. (d) In consideration of the Consentor’s consent to the assignment of the Treaty to the Assignee, the Assignee shall be substituted for BMA in each Treaty and agrees that the Consentor shall be entitled to enforce the Treaty with respect to the Reinsurance Liabilities directly against the Assignee and shall have a direct right of action against the Assignee in respect of such duties, obligations and liabilities as if the Assignee had executed and delivered the Treaty instead of BMA. (e) Consentor acknowledges that Assignee is in the process of changing its name from Clarica Life Reinsurance Company to Generali USA Life Reassurance Company. Further, Assignee will notify Consentor when such name change has been effected.