Common use of Direct Obligations Clause in Contracts

Direct Obligations. The Reinsurer shall be the successor to the Company under the Novated Policies as if the Novated Policies were direct obligations originally issued by the Reinsurer. The Reinsurer shall be substituted in the place and stead of the Company, and each Policyholder, insured or beneficiary under a Novated Policy shall disregard the Company as a party thereto and treat the Reinsurer as if it had been originally obligated thereunder. Such Persons shall have the right to file claims or take other actions under the Novated Policies on or after the effective date of such novation directly with the Reinsurer, and shall have a direct right of action for insurance liabilities reinsured thereunder against the Reinsurer, and the Reinsurer hereby consents to be subject to direct action taken by any such Persons under a Novated Policy. The Reinsurer accepts and assumes the Novated Policies subject to any and all defenses, setoffs and counterclaims to which the Company would be entitled with respect to such insurance liabilities, it being expressly understood and agreed by the parties hereto that no such defenses, setoffs or counterclaims are waived by the execution of this Assumption Agreement or the consummation of the transactions contemplated hereby and that the Reinsurer shall be fully subrogated to all such defenses, setoffs and counterclaims.

Direct Obligations. The Reinsurer shall be the successor to the Company under the Novated Policies as if the Novated Policies were direct obligations originally issued by the Reinsurer. The Reinsurer shall be substituted in the place and stead of the Company, and each Policyholder, insured or beneficiary under a Novated Policy shall disregard the Company as a party thereto and treat the Reinsurer as if it had been originally obligated thereunder. Such Persons persons shall have the right to file claims or take other actions under the Novated Policies on or after the effective date of such novation directly with the Reinsurer, and shall have a direct right of action for insurance liabilities reinsured thereunder against the Reinsurer, and the Reinsurer hereby consents to be subject to direct action taken by any such Persons persons under a Novated Policy. The Reinsurer accepts and assumes the Novated Policies subject to any and all defenses, setoffs and counterclaims to which the Company would be entitled with respect to such insurance liabilities, it being expressly understood and agreed by the parties hereto that no such defenses, setoffs or counterclaims are waived by the execution of this Assumption Agreement or the consummation of the transactions contemplated hereby and that the Reinsurer shall be fully subrogated to all such defenses, setoffs and counterclaims.

Direct Obligations. The To the extent that the ------------------- Reinsurer assumes by novation any Vision Policies under applicable Law, as of the Novation Date (i) the Reinsurer shall be the successor to the Company under the such Novated Vision Policies as if the such Novated Vision Policies were direct obligations originally issued by the Reinsurer. The Reinsurer and the Reinsurer shall be responsible for the performance of all obligations and the payment of all benefits and amounts due under the Novated Vision Policies in accordance with their terms, (ii) the Reinsurer shall be substituted in the place and stead of the Company, and each Policyholder, insured or beneficiary Member under a any such Novated Vision Policy shall disregard the Company as a party thereto and treat the Reinsurer as if it had been originally obligated thereunder. Such Persons thereunder except as otherwise provided herein, (iii) the Company shall be released of all liability with respect to such Novated Vision Policies, (iv) the Members under such Novated Vision Policies shall have the right to file claims or take other actions arising under the such Novated Vision Policies on or after the effective date of such novation directly with the Reinsurer, Reinsurer and shall have a direct right of action for insurance liabilities reinsured thereunder indemnification, benefits and services under such Novated Vision Policies against the Reinsurer, and the Reinsurer hereby consents to be subject to any such direct action taken by any such Persons under a Novated Policy. The Reinsurer accepts and assumes the Novated Policies subject to any and all defensesMember, setoffs and counterclaims to which the Company would be entitled with respect to such insurance liabilities, it being expressly understood and agreed by the parties hereto that no such defenses, setoffs or counterclaims are waived by the execution of this Assumption Agreement or the consummation of the transactions contemplated hereby and that (v) the Reinsurer shall be fully subrogated responsible for all matters relating to all administration of the Novated Vision Policies, including but not limited to policy changes, reinstatement standards, premium rate changes, policy renewals, agent commissions and administrative methods and procedures, and (vi) any indemnity reinsurance of such defenses, setoffs Novated Vision Policies and counterclaimsrelated liabilities thereunder by the Reinsurer shall cease and instead be replaced by such assumption by novation.