Common use of Acquisition of Transferred Assets and Assumption of Assumed Liabilities Clause in Contracts

Acquisition of Transferred Assets and Assumption of Assumed Liabilities. (a) Upon the terms and subject to the conditions of this Agreement and the payment of the Preliminary Purchase Price on the Closing Date, VFL shall sell, assign and transfer, or cause to be transferred, to Purchaser all of VFL's right, title and interest in the Transferred Assets, and all sales, assignments and transfers of the Transferred Assets shall be effected as follows: (i) the cash to be transferred shall be determined and transferred in accordance with the provisions of Sections 2.02(b), 2.03 and 2.04 hereof; (ii) the Policy Loans shall be transferred in accordance with the provisions of Section 8.03 of the Coinsurance Agreement; (iii) the Books and Records to be transferred shall be determined and transferred in accordance with the provisions of Section 5.07 of this Agreement and Section 12.01 of the Administrative Services Agreement; provided, however, that VFL shall retain custody of the Books and Records until the Service Commencement Date; and (iv) VFL shall cause CNAF to transfer the assets listed on Schedule 1.01(f) by causing CNAF to execute the Trademark and Service Xxxx Assignment Agreement, subject to VFL's license rights under Section 8.03(d). Notwithstanding anything in this Agreement to the contrary, but subject to the provisions of Section 5.07 hereof, VFL shall be entitled to keep and maintain copies of all Books and Records from and after the Closing, and to have access to the originals of the Books and Records in accordance with the terms hereof. (b) Upon the terms and subject to the conditions of this Agreement and the payment of the Preliminary Purchase Price, on the Closing Date, VFL shall transfer to the Purchaser's designated account cash in an amount equal to the excess of: (i) General Account Reserves, over (ii) the dollar amount of outstanding Policy Loans (to the extent such loans constitute admitted assets under SAP), each as of March 31, 2002. Cash shall be transferred by VFL to the Purchaser's designated account by wire transfer of immediately available funds in U.S. Dollars. (c) Upon the terms and subject to the conditions of this Agreement, on the Closing Date, Purchaser shall assume the Policy Liabilities pursuant to the Coinsurance Agreement. (d) Any transfer or sales Tax or other governmentally imposed fees or charges imposed upon the transfer, sale or recording of the Transferred Assets shall be borne equally by Purchaser and VFL.

Acquisition of Transferred Assets and Assumption of Assumed Liabilities. (a) Upon the terms and subject to the conditions of this Agreement and the payment of the Preliminary Purchase Price Price, on the Closing Date, VFL Seller shall sell, assign and transfer, or cause to be transferred, transfer to Purchaser and Newco, as applicable, all of VFLSeller's right, title and interest in the Transferred Assets; PROVIDED, HOWEVER, that, as to the assets held in the Seller Separate Account, such transfers shall be made to the Purchaser Separate Accounts and the Newco Separate Accounts, respectively, and all sales, assignments and transfers of the Transferred Assets such assets shall be effected as follows: (i) transferred, if at all, at the times specified in the respective Assumption Reinsurance Agreements; and, PROVIDED FURTHER, that the cash to be transferred and Cash Equivalents shall be determined and transferred in accordance with the provisions of Sections 2.02(b), 2.03 and 2.04 hereof; (ii) ; and, PROVIDED FURTHER, that Seller shall assign and transfer to Purchaser and Newco, as applicable, all of Seller's ownership rights, title and interest in the Policy Loans contract loans under the Insurance Contracts, if at all, at the times specified in the respective Assumption Reinsurance Agreements. All sales, assignments and transfers of the Transferred Assets shall be transferred in accordance with effected by the provisions Indemnity Reinsurance Agreements, the Assumption Reinsurance Agreements, the Xxxx of Section 8.03 of Sale and the Coinsurance Agreement; (iii) the Books and Records to be transferred shall be determined and transferred in accordance with the provisions of Section 5.07 of this Agreement and Section 12.01 of the Administrative Services Agreement; provided, however, that VFL shall retain custody of the Books and Records until the Service Commencement Date; and (iv) VFL shall cause CNAF to transfer the assets listed on Schedule 1.01(f) by causing CNAF to execute the Trademark and Service Xxxx General Assignment Agreement, subject to VFL's license rights under Section 8.03(d)Agreements. Notwithstanding anything in this Agreement to the contrary, but subject to the provisions of Section 5.07 5.04 hereof, VFL Seller shall be entitled to keep and maintain copies of all Books and Records from and after the Closing, and to have access to the originals of the Books and Records in accordance with the terms hereof. (b) Upon the terms and subject to the conditions of this Agreement and the Trust Agreements and the payment of the Preliminary Purchase Price, on the Closing Date, VFL Seller shall transfer (and cause the Seller Custodian to transfer) to the Purchaser's designated account Trust Accounts cash and Cash Equivalents in an aggregate amount equal to the excess of: (i) the General Account ReservesReserves relating to the Insurance Contracts to be assumed by Purchaser and Newco, over respectively, less, in each case, (ii) the dollar amount of outstanding Policy Loans (to the extent such loans constitute admitted assets under SAP)any related contract loans, each as of March 31, 2002reflected on the Closing Balance Sheet. Cash shall be transferred by VFL Seller (and the Seller Custodian) to the Purchaser's designated account Trust Accounts by wire transfer of immediately available funds in U.S. Dollars. Cash Equivalents shall be transferred by such instruments of transfer as are acceptable to the Trustee and reasonably acceptable to Purchaser. All amounts held in trust under the Trust Agreements shall be distributed as provided therein, in the Indemnity Reinsurance Agreements and in the Assumption Reinsurance Agreements. (c) Upon the terms and subject to the conditions of this Agreement, on the Closing Date, Purchaser and Newco shall assume the Policy their respective Insurance Liabilities pursuant to the Coinsurance AgreementIndemnity Reinsurance Agreements and the Assumption Reinsurance Agreements and Purchaser and Newco shall each assume, pursuant to the General Assignment Agreements, the Assigned and Assumed Contracts listed on Schedules 1.01(A) and the Assignable Licensed Principally Used Software to be assumed by it. (d) Any transfer or sales Tax or other governmentally imposed fees or charges imposed upon the transfer, sale or recording of the Transferred Assets shall be borne equally paid one-half by Purchaser Seller and VFLone-half by Purchaser.

Acquisition of Transferred Assets and Assumption of Assumed Liabilities. (a) Upon the terms and subject to the conditions of this Agreement and the payment of the Preliminary Purchase Price Price, on the Closing DateDate Sellers shall (i) deliver to Purchaser the Books and Records, VFL shall and (ii) sell, transfer or assign and transfer, or cause to be transferred, to Purchaser or LLANY, as applicable, all of VFL's Sellers' right, title and interest in the other Transferred Assets; provided, however, that the amount of cash or cash equivalents included within the Transferred Assets to be transferred to Purchaser or LLANY shall be determined in accordance with Section 2.03 and all adjusted pursuant to Section 2.04 hereof. All sales, assignments and transfers of the Transferred Assets Assets, other than cash or cash equivalents, shall be effected as follows: (i) by the cash to be transferred shall be determined Xxxx of Sale and transferred in accordance with the provisions of Sections 2.02(b), 2.03 and 2.04 hereof; (ii) the Policy Loans shall be transferred in accordance with the provisions of Section 8.03 of the Coinsurance Assumption Agreement; (iii) the Books and Records to be transferred shall be determined and transferred in accordance with the provisions of Section 5.07 of this Agreement and Section 12.01 of the Administrative Services Agreement; provided, however, that VFL shall retain custody of the Books and Records until the Service Commencement Date; and (iv) VFL shall cause CNAF to transfer the assets listed on Schedule 1.01(f) by causing CNAF to execute the Trademark and Service Xxxx Assignment Agreement, subject to VFL's license rights under Section 8.03(d). Notwithstanding anything in this Agreement to the contrary, but subject to the provisions of Section 5.07 5.03 hereof, VFL Sellers shall retain title to and ownership of the Books and Records and shall be entitled to keep and maintain copies of all Books and Records and Post-Closing Records from and after the Closing, and to have access to the originals of the Books and Records and Post-Closing Records in accordance with the terms hereof. (b) Upon the terms and subject to the conditions of this Agreement and the payment of the Preliminary Purchase Price, on the Closing Date, VFL shall transfer to the Purchaser's designated account cash in an amount equal to the excess of: (i) General Account Reserves, over (ii) the dollar amount of outstanding Policy Loans (to the extent such loans constitute admitted assets under SAP), each as of March 31, 2002. Cash shall be transferred by VFL to the Purchaser's designated account by wire transfer of immediately available funds in U.S. Dollars. (c) Upon the terms and subject to the conditions of this Agreement, on the Closing Date: (i) Sellers shall cede and assign to Purchaser or LLANY, as applicable, their respective Liabilities, and Purchaser and LLANY shall reinsure and assume the Policy 100% of such Liabilities pursuant to the Coinsurance Agreement. Agreements; (dii) Any transfer Purchaser or sales Tax or other governmentally imposed fees or charges imposed upon the transferLLANY, sale or recording as applicable, shall assume 100% of the Transferred Assets Purchaser Extra Contractual Obligations pursuant to the Coinsurance Agreements; and (iii) Sellers shall be borne equally by transfer to Purchaser or LLANY, as applicable, and Purchaser and VFLLLANY shall assume from Sellers, pursuant to the Xxxx of Sale and Assumption Agreement, the Assumed Employment Liabilities and all other Assumed Liabilities.