Assigned and Assumed Contracts. Except for Assigned and Assumed Contracts which are terminated in the ordinary course of business, each Assigned and Assumed Contract is, or as of or upon the Closing Date will be, valid, in full force and effect and binding upon MONY, or, on the Closing Date, upon AUSA Life, and, to the knowledge of MONY, the other parties thereto in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting rights of creditors of insurance companies or rights of creditors generally and by general principles of equity, regardless of whether enforcement is sought in a proceeding at law or in equity. Except as listed on Schedule 3.05 hereto, to MONY's knowledge, MONY is not in default in any material respect under any Assigned and Assumed Contracts. Except as listed on Schedule 3.05 hereto, MONY has not received any written notice from any other party to any such Assigned and Assumed Contract of the termination, or threatened termination, thereof, and except as listed on Schedule 3.05 hereto, MONY has no knowledge of the occurrence of any event which would allow such other party to terminate any such contract or agreement other than in each case termination due to the expiration of the term of such contract or agreement in the ordinary course of business.
Assigned and Assumed Contracts. All contracts, agreements, commitments, instruments, and leases relating to the Purchased Assets and Business, to which Seller is a party or by which Seller is bound, which Purchaser has expressly agreed to assume in its sole and absolute discretion and listed and described on Schedule l(a)(viii) (collectively, the "Assigned and Assumed Contracts").
Assigned and Assumed Contracts. 30 3.19. Employees. . . . . . . . . . . . . . . . . . . . . . .30 3.20. Employee Benefit Plans; ERISA. . . . . . . . . . . . .31 3.21. Labor Relations and Employment . . . . . . . . . . . .34 3.22. Transferred Assets . . . . . . . . . . . . . . . . . .34 3.23. Contracts. . . . . . . . . . . . . . . . . . . . . . .35 3.24. GAAP Financial Statements. . . . . . . . . . . . . . .36 3.25. Statutory Statements . . . . . . . . . . . . . . . . .37 3.26.
Assigned and Assumed Contracts. Each of the Assigned and Assumed Contracts is valid, binding and in full force and effect according to its terms as against Seller or CLIC, as the case may be, and, to the knowledge of the Seller Key People, the other party or parties thereto; and either (a) is freely assignable to Purchaser or LLANY, as applicable, pursuant to this Agreement and the General Assignment and Assumption Agreement without notice to or consent of any Person, other than as specified on Exhibit J hereto, or (b) if any required consent to an assignment thereof to Purchaser (other than those specified in Exhibit J) is not able to be obtained by Seller or CLIC, as the case may be, using commercially reasonable best efforts, Seller will be able to make arrangements with respect thereto pursuant to Section 5.32 hereof. Neither Seller nor CLIC, as the case may be, nor, to the knowledge of the Seller Key People, any other party to any such contract is in default with respect to any such contract or such other agreement, except for any such default that would not, individually or in the aggregate, have a material adverse effect on the Business.
Assigned and Assumed Contracts. 57 6.19. Supplemental Schedules; Revised Schedules........ 57 6.20. Licensed Marks................................... 58 6.21.
Assigned and Assumed Contracts. Within twenty-one days following the Signing Date and in any event no less than twenty-eight days prior to the Closing, Parent and Sellers shall deliver Schedule 1.01(a) hereto to Purchaser and shall deliver or make available to Purchaser during such twenty-one day period copies of the contracts and other agreements listed therein. Purchaser shall have twenty-one days from its receipt of Schedule 1.01(a) to review such Schedule. On or prior to the end of such twenty-one day review period, Purchaser shall provide written notice to Parent and Sellers confirming Purchaser's agreement with Schedule 1.01(a) or requiring such additions to Schedule 1.01(a) or deletions therefrom as Purchaser shall determine to be appropriate. Such Schedule, with any modifications contemplated by the preceding sentence, shall constitute Schedule 1.01(a) hereto.
Assigned and Assumed Contracts. 45 3.19. Employees. . . . . . . . . . . . . . . . . . . . . . . . . . 45 3.20.
Assigned and Assumed Contracts. Each of the Assigned and Assumed Contracts is valid, binding and in full force and effect according to its terms and is freely assignable to Purchaser or Newco, as applicable, pursuant to this Agreement and the General Assignment Agreements without notice to or consent of any Person, other than as specified on Schedule 3.05 hereto. Neither Seller nor, to Seller's knowledge, any other party to any such contract is in default in any material respect with respect to any such contract or such other agreement.
Assigned and Assumed Contracts. (a) Seller hereby agrees that, in the event Seller has determined that it will not be able to obtain the necessary third party consents to assign one or more of the Assigned and Assumed Contracts to XXXX and/or its designated Affiliates by the Closing Date pursuant to the Assignment and Assumption Agreement (any such contracts, “Unassigned Contracts”), Seller shall either (i) procure, on behalf of and in the name of XXXX and/or its designated Affiliates, a duplicate contract or a contract providing substantially equivalent benefits to the Unassigned Contract (including, for clarity, substantially equivalent IT Assets on substantially equivalent terms, to the extent applicable), and Seller shall, before procuring the same, provide the proposed terms of such contract to XXXX and use commercially reasonable efforts to incorporate any changes thereto reasonably requested by XXXX (any such contracts, “Replacement Contracts”) or (ii) reduce the IT Purchase Price at Closing by the face amount of the Unassigned Contract (pro-rated for any remaining term). The parties hereto agree that the Seller shall first attempt to procure a Replacement Contract and second reduce the Purchase Price if a Replacement Contract cannot be procured by the Closing Date. Further, Seller shall inform Buyer promptly if it is reasonably foreseeable that there will be an Unassigned Contract at Closing. Any Replacement Contracts shall be procured no later than by the Closing Date and at no additional cost or expense to XXXX and/or its designated Affiliates. Replacement Contracts shall become effective on the Closing Date. Seller shall reimburse XXXX and/or any of its designated Affiliates for any reasonable costs or expenses incurred in connection with a Replacement Contract or an Unassigned Contract.
(b) Notwithstanding the foregoing, Seller may, at its sole option and expense, purchase the asset that would otherwise have been transferred to XXXX and/or its designated Affiliates pursuant to an Unassigned Contract, and itself convey, transfer and deliver such asset to XXXX and/or its designated Affiliates without any additional consideration. If such asset provides equivalent or comparable benefits (as determined in the reasonable judgment of Seller) to the benefits that would otherwise have been available to XXXX and/or its designated Affiliates under an Unassigned Contract, Seller shall be relieved of any obligation to procure a Replacement Contract or reduce the Purchase Price pursuant t...
Assigned and Assumed Contracts. Each of the Assigned and Assumed ------------------------------ Contracts is valid, binding and in full force and effect according to its terms as against each Seller party thereto and, to the knowledge of Sellers, the other party or parties thereto; and is freely assignable to Purchasers pursuant to this Agreement and the General Assignment and Assumption Agreement without notice to or Consent of any Person. No Seller nor, to the knowledge of Sellers, any other party to any such contract is in default with respect to any such contract or such other agreement, except for any such default that would not, individually or in the aggregate, have a Seller Material Adverse Effect. To the knowledge of Sellers, there are no contracts, agreements, commitments or arrangements to which any Seller or Provident is a party, or which is binding upon any Seller or Provident, that restrict the right of any Seller or Provident to change the crediting rates and other non-guaranteed elements under the Insurance Contracts, other than pursuant to the terms of the Insurance Contracts.
