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 Purchase Price, on the Closing Date, Seller and CLIC shall sell, assign and transfer to Purchaser and LLANY, as applicable, all of Seller's and CLIC's right, title and interest in the Transferred Assets; provided, however, that the amount of cash and Investment Assets to be transferred shall be determined in accordance with the provisions of Section 2.03 and adjusted as required by Section 2.04 hereof. All sales, assignments and transfers of the Transferred Assets other than the Subsidiary Stock, cash and Investment Assets shall be effected by the Bill of Sale and the Generxx Xssignment and Assumption Agreement. The sale, assignment and transfer of the Subsidiary Stock shall be effected pursuant to the Stock Purchase Agreement. Investment Assets shall be transferred by such instruments of transfer or book entry transfer, as appropriate, as are reasonably acceptable to Seller, CLIC, Purchaser and LLANY. Notwithstanding anything in this Agreement to the contrary, but subject to the provisions of Section 5.04 hereof, Seller and CLIC 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, on the Closing Date, Purchaser and LLANY shall reinsure their respective General Account Liabilities pursuant to the Indemnity Reinsurance Agreements, as appropriate, and Purchaser and LLANY shall each assume, pursuant to the General Assignment and Assumption Agreement, all Assumed Liabilities other than the Retained Liabilities. The liabilities to be assumed by Purchaser or LLANY, as the case may be, will include, without limitation, the Transferred Contracts and the Assignable Licensed Principally Used Software to be assumed by it. (c) The liabilities assumed by Purchaser hereunder and under the Ancillary Agreements and the Purchase Price shall be allocated among the Transferred Assets and the CIGNA Non-Compete as provided in Section 5.25 hereof.

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 Purchase Price, on the Closing Date, Seller and CLIC shall sell, assign and transfer to Purchaser and LLANY, as applicable, all of Seller's and CLIC's right, title and interest in the Transferred Assets; provided, however, that the amount of cash and Investment Assets to be transferred shall be determined in accordance with the provisions of Section 2.03 and adjusted as required by Section 2.04 hereof. All sales, assignments and transfers of the Transferred Assets other than the Subsidiary Stock, cash and Investment Assets shall be effected by the Bill of xx Sale and the Generxx Xssignment General Assignment and Assumption Agreement. The sale, assignment and transfer of the Subsidiary Stock shall be effected pursuant to the Stock Purchase Agreement. Investment Assets shall be transferred by such instruments of transfer or book entry transfer, as appropriate, as are reasonably acceptable to Seller, CLIC, Purchaser and LLANY. Notwithstanding anything in this Agreement to the contrary, but subject to the provisions of Section 5.04 hereof, Seller and CLIC 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, on the Closing Date, Purchaser and LLANY shall reinsure their respective General Account Liabilities pursuant to the Indemnity Reinsurance Agreements, as appropriate, and Purchaser and LLANY shall each assume, pursuant to the General Assignment and Assumption Agreement, all Assumed Liabilities other than the Retained Liabilities. The liabilities to be assumed by Purchaser or LLANY, as the case may be, will include, without limitation, the Transferred Contracts and the Assignable Licensed Principally Used Software to be assumed by it. (c) The liabilities assumed by Purchaser hereunder and under the Ancillary Agreements and the Purchase Price shall be allocated among the Transferred Assets and the CIGNA Non-Compete as provided in Section 5.25 hereof.

Acquisition of Transferred Assets and Assumption of Assumed Liabilities. (a) Upon the terms and subject to the conditions of this Agreement and Agreement, at the payment of the Purchase PriceClosing, on the Closing Date, Seller and CLIC MONY shall sell, assign and transfer to Purchaser AUSA Life and LLANY, as applicable, AUSA Life shall acquire from MONY all of Seller's and CLICMONY's right, title and interest in the Transferred Assets; provided, however, that as to the amount assets held in MONY Separate Accounts, such transfers shall be made to AUSA Life Separate Accounts and, in the event that one or more Permits required to transfer all of cash and Investment Assets to such assets have not been obtained as of the Closing Date, such assets shall be transferred shall be determined to AUSA Life Separate Accounts, if at all, at the times specified in accordance with the provisions of Section 2.03 and adjusted as required by Section 2.04 hereofAssumption Reinsurance Agreement. All sales, assignments and transfers of the Transferred Assets other than the Subsidiary Stock, cash and Investment Assets shall be effected by the Bill of Sale Assumption Reinsurance Agreement, the Indemnity Reinsurance Agreement, the Assumption Agreement and the Generxx Xssignment and Assumption Agreement. The sale, assignment and transfer of the Subsidiary Stock shall be effected pursuant to the Stock Purchase Agreement. Investment Assets shall be transferred by such instruments of transfer or book entry transfer, as appropriate, as are reasonably acceptable to Seller, CLIC, Purchaser and LLANYTransfer Documents. Notwithstanding anything in this Agreement to the contrary, but subject to the provisions of Article VIII and Section 5.04 5.05 hereof, Seller and CLIC MONY shall be entitled to keep and maintain copies of all Books and Records from and after the Closing, and to 25 42 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, on at the Closing DateClosing, Purchaser and LLANY AUSA Life shall reinsure their respective General Account assume the Insurance Liabilities pursuant to the Indemnity Reinsurance Agreements, as appropriate, and Purchaser and LLANY shall each assume, pursuant to the General Assignment and Assumption Agreement, all Assumed Liabilities other than the Retained Liabilities. The liabilities to be assumed by Purchaser or LLANY, as the case may be, will include, without limitation, the Transferred Contracts Agreement and the Assignable Licensed Principally Used Software to be assumed by itAssumption Reinsurance Agreement. (c) The liabilities assumed Upon the terms and subject to the conditions of this Agreement, at the Closing, subject to any limitation on the ability to assign therein which does not cause the failure of the conditions of Closing set forth herein or are waived by Purchaser hereunder the parties hereto, MONY shall assign and under AUSA Life shall assume the Ancillary Agreements Assigned and Assumed Contracts and those Assumed Liabilities that are not Insurance Liabilities, all pursuant to the Bill xx Sale and General Assignment, the Trademark Assignment and the Purchase Price shall be allocated among Assumption Agreement. (d) Any transfer or sales Tax or other governmentally imposed fees or charges imposed upon the transfer, sale and recording of the Transferred Assets and the CIGNA Non-Compete as provided in Section 5.25 hereofshall be paid by MONY.

Acquisition of Transferred Assets and Assumption of Assumed Liabilities. (a) Upon the terms and subject to the conditions of this Agreement and Agreement, at the payment of the Purchase PriceClosing, on the Closing Date, Seller and CLIC MONY shall sell, assign and transfer to Purchaser AUSA Life and LLANY, as applicable, AUSA Life shall acquire from MONY all of Seller's and CLICMONY's right, title and interest in the Transferred Assets; provided, however, that as to the amount assets held in MONY Separate Accounts, such transfers shall be made to AUSA Life Separate Accounts and, in the event that one or more Permits required to transfer all of cash and Investment Assets to such assets have not been obtained as of the Closing Date, such assets shall be transferred shall be determined to AUSA Life Separate Accounts, if at all, at the times specified in accordance with the provisions of Section 2.03 and adjusted as required by Section 2.04 hereofAssumption Reinsurance Agreement. All sales, assignments and transfers of the Transferred Assets other than the Subsidiary Stock, cash and Investment Assets shall be effected by the Bill of Sale Assumption Reinsurance Agreement, the Indemnity Reinsurance Agreement, the Assumption Agreement and the Generxx Xssignment and Assumption Agreement. The sale, assignment and transfer of the Subsidiary Stock shall be effected pursuant to the Stock Purchase Agreement. Investment Assets shall be transferred by such instruments of transfer or book entry transfer, as appropriate, as are reasonably acceptable to Seller, CLIC, Purchaser and LLANYTransfer Documents. Notwithstanding anything in this Agreement to the contrary, but subject to the provisions of Article VIII and Section 5.04 5.05 hereof, Seller and CLIC MONY 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, on at the Closing DateClosing, Purchaser and LLANY AUSA Life shall reinsure their respective General Account assume the Insurance Liabilities pursuant to the Indemnity Reinsurance Agreements, as appropriate, and Purchaser and LLANY shall each assume, pursuant to the General Assignment and Assumption Agreement, all Assumed Liabilities other than the Retained Liabilities. The liabilities to be assumed by Purchaser or LLANY, as the case may be, will include, without limitation, the Transferred Contracts Agreement and the Assignable Licensed Principally Used Software to be assumed by itAssumption Reinsurance Agreement. (c) The liabilities assumed Upon the terms and subject to the conditions of this Agreement, at the Closing, subject to any limitation on the ability to assign therein which does not cause the failure of the conditions of Closing set forth herein or are waived by Purchaser hereunder the parties hereto, MONY shall assign and under AUSA Life shall assume the Ancillary Agreements Assigned and Assumed Contracts and those Assumed Liabilities that are not Insurance Liabilities, all pursuant to the Xxxx of Sale and General Assignment, the Trademark Assignment and the Purchase Price shall be allocated among Assumption Agreement. (d) Any transfer or sales Tax or other governmentally imposed fees or charges imposed upon the transfer, sale and recording of the Transferred Assets and the CIGNA Non-Compete as provided in Section 5.25 hereofshall be paid by MONY.