COMMUTATION AND RELEASE Sample Clauses
The Commutation and Release clause establishes the terms under which parties agree to settle and discharge all current and future obligations related to a contract, typically in insurance or reinsurance agreements. In practice, this clause allows both parties to negotiate a lump-sum payment or other settlement that fully resolves any outstanding claims, liabilities, or entitlements, effectively closing out the contractual relationship. Its core function is to provide finality and certainty by eliminating ongoing or potential future claims, thereby reducing administrative burdens and financial uncertainty for both parties.
COMMUTATION AND RELEASE. Subject to the terms and conditions of this Agreement, at or prior to the Closing:
COMMUTATION AND RELEASE. 1.1. The effective date of this Agreement shall be 31 January 2025 (“Effective Date”).
1.2. Prior to the Effective Date, SRE will pull down the funds currently held in a Letter of Credit at Bank of New York-Mellon.
1.3. Within ten (10) calendar days following the date this Agreement is executed RQRE shall pay to SRE the sum of USD 3.5 million (the “Commutation Payment”).
1.4. As soon as practicable following the Effective Date, the Parties shall take all necessary actions to procure the termination and release of any and all letters of credit and trust accounts (including the Statutory Trust Accounts, as defined in the Retrocession Agreement), and terminate the Statutory Trust Agreements.
1.5. Additionally, as of the Effective Date the Ceding Companies shall become entitled to the balance of any and all funds provided by RQRE as collateral for their individual benefit, held in the Statutory Trust Accounts.
1.6. By executing this Agreement and in consideration of the mutual releases, promises and obligations set forth herein, and other consideration under this Agreement including as provided by clauses 1.2 to 1.4 above, as of the Effective Date each Parties’ past, present and future obligations, liabilities, rights and interests under the Retrocession Agreement, whether or not such obligations are due to RQRE, SRE, a Ceding Company or some other party, and the Retrocession Agreement itself, shall be deemed to be commuted, fully and finally settled, discharged, satisfied and/or terminated (as the case may be).
1.7. As of the Effective Date, each Party to this Agreement, on behalf of itself and its parents, subsidiaries, affiliates, officers, directors, predecessors, successors and assigns, hereby releases, discharges and relieves the other Parties and their parents, subsidiaries, affiliates, officers, directors, predecessors, successors and assigns, of or from any and all actions, causes of actions, claims, counter-claims, suits, debts, sums of money, accounts, covenants, contracts, agreements, promises, contribution, indemnification, damages, judgments, executions, and demands whatsoever, at law, in equity or otherwise, whether known or unknown, relating directly or indirectly to the Retrocession Agreement except only the obligation to perform the duties established by this Agreement.
1.8. If any settlement requires an affirmative obligation of, results in any ongoing liability to, or prejudices or detrimentally impacts either Ceding Companies or SRE in any...
COMMUTATION AND RELEASE. 2.1 In consideration of the grant of the release contained herein and the making of the Commutation Payment the Reinsurer and the Reinsured hereby:
(i) irrevocably release and discharge each other from all past, present and future obligations; and
(ii) agree to terminate forthwith all rights, which in either case arise directly or indirectly out of or in connection with the Reinsurance Agreement.
2.2 The parties agree that the release constituted by this Agreement operates as a full and final settlement of both parties' Liabilities which arise directly or indirectly out of or in connection with the Reinsurance Agreement. Subject to the Commutation Payment provided for in clause 3 below, neither party shall have any Liability to repay to the other any payment or make good any loss incurred by the other in respect of any past obligations.
COMMUTATION AND RELEASE