Common use of Commitment and Termination Clause in Contracts

Commitment and Termination. Notwithstanding anything set forth in this Amendment No. 2 to the contrary, the reinsurance provided hereunder will not become effective or valid and binding on either party and the Second Amendment Closing Date shall not occur unless the Second Amendment Conditions Precedent have been satisfied or waived as required under the Commitment Agreement; provided, that without prejudice to any of its other rights or remedies, each of the Second Amendment Conditions Precedent may be waived in each case solely by the party that is the beneficiary of such Second Amendment Condition Precedent, in whole or in part in such party’s sole discretion. Any such waiver shall be without prejudice to any other rights of such party. For the purposes of this Amendment No. 2, “Second Amendment Conditions Precedent” means those Coinsurance Conditions, as such term is defined in the Commitment Agreement, that are conditions precedent to the occurrence of the Second Amendment Closing Date and that pertain to this Amendment No. 2. In the event that the Second Amendment Closing Date shall have not occurred within sixty (60) days from the date hereof (such date, the “Termination Date”), the Reinsurer shall have no obligation or right to reinsure, and the Ceding Company shall have no obligation or right to cede, the Second Amendment Additional Policies pursuant to this Amendment No. 2 and this Amendment No. 2 shall terminate and expire and no party shall have any further liability or obligation hereunder other than as respects Article 18 (Confidentiality) of the Reinsurance Agreement, which provision shall continue to apply as to information provided with respect to the Second Amendment Additional Policies as fully as if the reinsurance hereunder had been completed, provided, however, that any such termination or expiration shall not (a) release any party as respects any breach thereby of the terms of this Amendment No. 2 as shall have occurred prior to the Termination Date or (b) relieve such breaching party of liability for such breach. Notwithstanding the foregoing, to the extent that the sole reason that the Second Amendment Closing Date has not occurred on or before the Termination Date is that one or more Required Consents (as such term is defined in the Commitment Agreement) have not been obtained on or prior to such date, the Termination Date shall be extended for an additional thirty (30) days as necessary or appropriate to procure such Required Consents.