Common use of Consent and Release Clause in Contracts

Consent and Release. The Consenting Party hereby consents to the assignment, transfer, assumption and novation of the Reinsurance Agreements contemplated herein and subject to the terms and conditions of this Agreement, waives any rights that it may have under the Reinsurance Agreements that arise or are triggered as a result of such assignment, transfer, assumption and novation. The parties acknowledge and agree that the Transferor is hereby irrevocably released from all obligations, duties and liabilities under the Reinsurance Agreements (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; provided, however, that the Consenting Party does not release the Transferor for any obligations, duties or liabilities for any breach or default by the Transferor under the Reinsurance Agreements prior to the Effective Date (the “Transferor Retained Liabilities”), and the Transferor shall remain liable to the Consenting Party for the Transferor Retained Liabilities. 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 Agreements other than with respect to the Transferor Retained Liabilities. The parties hereto acknowledge and agree that any failure on the part of the Transferee to perform under the Reinsurance Agreements 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 Agreements owing to the Transferor for the benefit of the Transferee and pay any amounts owing to the Transferor under the Reinsurance Agreements to the Transferee; provided, however, that the Consenting Party’s agreement to perform such obligations and duties shall be subject to any and all defenses, setoffs or counterclaims that the Consenting Party would have had against the Transferor and no such defenses, setoffs or counterclaims are waived by this Agreement or the consummation of the transactions contemplated hereby.

Consent and Release. The Consenting Party hereby consents to the assignment, transfer, assumption and novation of the Reinsurance Agreements contemplated herein and subject to the terms and conditions of this Agreement, waives any rights that it may have under the Reinsurance Agreements that arise or are triggered as a result of such assignment, transfer, assumption and novation. The parties acknowledge and agree that the Transferor is hereby irrevocably released from all obligations, duties and liabilities under the Reinsurance Agreements (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; provided, however, that the Consenting Party does not release the Transferor for any obligations, duties or liabilities for any breach or default by the Transferor under the Reinsurance Agreements prior to the Effective Date (the “Transferor Retained Liabilities”), and the Transferor shall remain liable to the Consenting Party for the Transferor Retained Liabilities. 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 Agreements other than with respect to the Transferor Retained LiabilitiesAgreements. The parties hereto acknowledge and agree that any failure on the part of the Transferee to perform under the Reinsurance Agreements 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 Agreements owing to the Transferor for the benefit of the Transferee and pay any amounts owing to the Transferor under the Reinsurance Agreements to the Transferee; provided, however, that the Consenting Party’s agreement to perform such obligations and duties shall be subject to any and all defenses, setoffs or counterclaims that the Consenting Party would have had against the Transferor and no such defenses, setoffs or counterclaims are waived by this Agreement or the consummation of the transactions contemplated hereby.

Consent and Release. The Consenting Party Subject to Section 6.5 of the DIL Agreement, Lender hereby (a) consents to the assignmentAssignment and the Assumption, transfer(b) releases, assumption acquits and novation forever discharges Assignor, Guarantors, and/or their respective parents, subsidiaries and affiliates and the officers, directors, managers, employees, agents, successors and assigns of the Reinsurance Agreements contemplated herein Assignor and subject Guarantors and their respective parents, subsidiaries and affiliates, in each case both present and former (collectively, “Assignor’s Affiliates”) from any and all manner of actions, causes of action, suits, debts, controversies, damages, judgments, executions, claims (including without limitation cross-claims, counterclaims and rights of set-off and recoupment) and demands whatsoever, whether known or unknown, whether asserted or unasserted, in contract, tort, law or equity which Lender has or may have against Assignor, any Guarantor and/or Assignor’s Affiliates by reason of any action, failure to act, matter or thing whatsoever arising from or based on facts occurring prior to the terms and conditions of this Agreementdate hereof that relate to the Loan Documents or the transactions contemplated thereby, waives including without limitation any rights claim or defense that it may have under the Reinsurance Agreements that arise or are triggered as a result of such assignmentrelates to any covenants, transferagreements, assumption and novation. The parties acknowledge and agree that the Transferor is hereby irrevocably released from all obligations, duties and liabilities under the Reinsurance Agreements Loan Agreement and the other Loan Documents (whether known including without limitation the obligation to repay the Loan), (c) covenants not to initiate any action or unknown proceeding against Assignor, any Guarantors and/or Assignor’s Affiliates in connection with or relating to any actions, causes of action, suits, debts, controversies, damages, judgments, executions, claims and whether existing now demands described in clause (b) of this sentence, and (d) acknowledges that Assignor or arising hereafter Guarantors did not give Lender tax advice 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 transactions contemplated in this Agreement, the DIL Agreement or any of the documents or instruments executed in connection herewith or therewith, and that Lender relied on its own tax advisors with respect thereto; provided, however, that nothing in this Agreement, the Consenting Party does DIL Agreement or any of the documents or instruments executed in connection herewith or therewith shall (i) release Assignor’s or Guarantors’ obligations under or in respect of the provisions of Section 1(f)(ii) of the Omnibus Amendment or (ii) release Guarantors from any liability for fraud or intentional misrepresentation vis-à-vis Lender, OCM Industrial E-Investments, L.P. or any of their affiliates. Lender represents and warrants that it has not release the Transferor for purported to convey, transfer or assign any obligationsright, duties title or liabilities for interest in any breach matter being released by Lender pursuant hereto to any other person or default by the Transferor under the Reinsurance Agreements prior to the Effective Date (the “Transferor Retained Liabilities”)entity, and the Transferor shall remain liable to the Consenting Party for the Transferor Retained Liabilities. 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 Agreements other than with respect to the Transferor Retained Liabilities. The parties hereto acknowledge and agree that any failure on the part of the Transferee to perform under the Reinsurance Agreements 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 Agreements owing to the Transferor for the benefit of the Transferee and pay any amounts owing to the Transferor under the Reinsurance Agreements to the Transferee; provided, however, that the Consenting Party’s agreement to perform release contained in this paragraph constitutes a full and complete release of such obligations and duties shall be subject to any and all defenses, setoffs or counterclaims that the Consenting Party would have had against the Transferor and no such defenses, setoffs or counterclaims are waived by this Agreement or the consummation of the transactions contemplated herebyreleased matters.