Common use of Same Terms and Conditions Clause in Contracts

Same Terms and Conditions. Except as set forth in the Assumption Endorsement, all Policies assumed by IA American shall be subject in all respects to the same terms and conditions of the policies and contracts as issued by Golden State. Notwithstanding anything to the contrary contained herein, IA American does not assume and shall not be liable for any liabilities that are not claims based on or arise out of the contractual terms of the Policies and/or the terms and/or provisions thereof. IA American shall accept and assume the Policies subject to all defenses, set-offs and counterclaims to which Golden State would be entitled with respect to such Policies. It is expressly understood and agreed by the Parties that no such defenses, set-offs or counterclaims are waived by the execution of this Agreement, and that on the Effective Date IA American shall be fully subrogated to all such defenses, set-offs and counterclaims (all of which defenses, set-offs and counterclaims may also be asserted by the Conservator and/or Golden State with respect to any claims that may be asserted against them). IA American shall not assume any extra-contractual claims which policyholders of Golden State may have against Golden State, including without limitation, any claims for tort, statutory violation, or any loss or liability in excess of the stated benefits and contractual rights under the Policies. Nothing in this paragraph shall limit IA American’s duties to its policyholders upon the policy assumption contemplated by this Agreement as to matters which occur after the assumption.