Common use of The Documents Clause in Contracts

The Documents. Upon the terms and subject to the conditions of this Agreement, at the Closing, in order to effectuate the foregoing, the parties hereto will execute and deliver, or cause their respective subsidiaries to execute and deliver, as the case may be, the following agreements and instruments dated as of the Closing Date (as defined below) 18 or a date prior thereto: (i) MONY and AUSA Life will enter into the Assumption Reinsurance Agreement (as defined below), providing, among other things, for the assumption by AUSA Life of all of the contracts of insurance of MONY which relate to or arise under the Business, (ii) MONY and AUSA Life will enter into the Indemnity Reinsurance Agreement (as defined below), providing, among other things, for the indemnity reinsurance of the general account liabilities of MONY under the contracts of insurance which are the subject of the Assumption Reinsurance Agreement, pending assumption of such contracts by AUSA Life on a novation basis, (iii) MONY and AUSA Life will enter into the Agreement Regarding Payments Made Relating to Assumption Reinsurance Agreement (as defined below), providing, among other things, for payments to be made by AUSA Life to MONY relating to the Assumption Reinsurance Agreement, (iv) MONY and AUSA Life will enter into the Agreement Regarding Payments Made Relating to Indemnity Reinsurance Agreement (as defined below) providing, among other things, for payments to be made by AUSA Life to MONY relating to the Indemnity Reinsurance Agreement, (v) MONY and Diversified (as defined below) will enter into the Transition and Computer Services Agreement (as defined below), providing, among other things, for MONY's provision of certain computer and ancillary services to Diversified during a transition period following the Closing Date, (vi) MONY and Diversified will enter into the Administrative Services Agreement (as defined below), providing, among other things, for the provision by Diversified of certain administrative services to MONY during a transition period following the Closing Date, (vii) the manager (as defined below) and AUSA Life will enter into the Investment Management Agreement (as defined below), providing, among other things, for the Manager's provision of investment

The Documents. Upon the terms and subject to the conditions of this Agreement, at the Closing, in order to effectuate the foregoing, Closing (as defined below) the parties hereto will execute and deliver, or cause their respective subsidiaries to execute and deliver, as the case may be, deliver the following agreements and instruments dated as of the Closing Date (as defined below) 18 or a date prior thereto: (i) MONY Seller and AUSA Life Purchaser, Seller and LLANY and CLIC and Purchaser will enter into the Assumption Purchaser Indemnity Reinsurance Agreement, the LLANY Indemnity Reinsurance Agreement and the CLIC Indemnity Reinsurance Agreement (each as defined below), providingrespectively, among other thingsproviding for, upon the terms and conditions and for the assumption by AUSA Life of all consideration set forth therein, the indemnity reinsurance as of the contracts of insurance of MONY which relate to or arise under the Business, (ii) MONY and AUSA Life will enter into the Indemnity Reinsurance Agreement Effective Date (as defined below), providing, among other things, for the indemnity reinsurance ) by Purchaser and LLANY of the general account liabilities of MONY Seller and CLIC under the Insurance Contracts (as defined below) and under any policies or contracts of insurance which are issued by Seller and CLIC following the subject of Effective Date that would have constituted Insurance Contracts if issued by Seller prior to the Assumption Reinsurance AgreementEffective Date; (ii) Seller and Purchaser, pending assumption of such contracts by AUSA Life on a novation basis, (iii) MONY Seller and AUSA Life LLANY and CLIC and Purchaser will enter into the Purchaser Administrative Services Agreement, the LLANY Administrative Services Agreement Regarding Payments Made Relating to Assumption Reinsurance and the CLIC Administrative Services Agreement (each as defined below), providingrespectively, among other things, providing for payments to be made the servicing by AUSA Life to MONY relating to Purchaser and LLANY of the Assumption Reinsurance Agreement, (iv) MONY reinsured books of business in the name of the Seller and AUSA Life will enter into CLIC and for the Agreement Regarding Payments Made Relating to Indemnity Reinsurance Agreement servicing of the Seller Separate Accounts (as defined below) providing, among other things, for payments business attributable to be made by AUSA Life to MONY relating to the Indemnity Reinsurance Agreement, Seller and CLIC; (viii) MONY Seller and Diversified (as defined below) Purchaser will enter into the Transition and Computer Services Agreement (as defined below), providing, among other thingsproviding for the provision by Seller of any services to the Business (as defined below) currently provided by Seller or any Affiliate (as defined below) of Seller and requested by Purchaser as necessary to enable Purchaser to operate the Business and for the provision by Purchaser to Seller of certain services, for MONY's provision of certain computer and ancillary services a period not to Diversified during a transition period following exceed 18 months after the Closing Date; (iv) Seller, (vi) MONY CLIC, Purchaser and Diversified LLANY will enter into the Administrative Services General Assignment and Assumption Agreement to provide for the assignment by Seller and CLIC of certain assets and the assumption by Purchaser and LLANY of certain non-insurance obligations relating to the Business; (v) Seller and CLIC will execute and deliver to Purchaser and LLANY all necessary instruments of transfer, including but not limited to the Bill of Sale (as defined bxxxx); and (vi) Seller, CLIC, Purchaser and LLANY will enter into the License Agreement (as defined below), providing, among other things, for the provision by Diversified of certain administrative services to MONY during a transition period following the Closing Date, (vii) the manager (as defined below) and AUSA Life will enter into the Investment Management Agreement (as defined below), providing, among other things, for the Manager's provision of investment.

The Documents. Upon the terms and subject to the conditions of this Agreement, at the Closing, in order to effectuate the foregoing, Closing (as defined below) the parties hereto will execute and deliver, or cause their respective subsidiaries to execute and deliver, as the case may be, deliver the following agreements and instruments dated as of the Closing Date (as defined below) 18 or a date prior thereto: (i) MONY Seller and AUSA Life Purchaser and Seller and LLANY will enter into the Assumption Purchaser Indemnity Reinsurance Agreement and the LLANY Indemnity Reinsurance Agreement (each as defined below), providingrespectively, among other thingsproviding for, upon the terms and conditions and for the assumption by AUSA Life of all consideration set forth therein, the indemnity reinsurance as of the contracts of insurance of MONY which relate to or arise under the Business, (ii) MONY and AUSA Life will enter into the Indemnity Reinsurance Agreement Effective Date (as defined below), providing, among other things, for the indemnity reinsurance ) by Purchaser and LLANY of the general account liabilities of MONY Seller under the Insurance Contracts (as defined below) and under any policies or contracts of insurance which are issued by Seller following the subject of Effective Date that would have constituted Insurance Contracts if issued by Seller prior to the Assumption Reinsurance Agreement, pending assumption of such contracts by AUSA Life on a novation basis, Effective Date; (iiiii) MONY Seller and AUSA Life Purchaser and Seller and LLANY will enter into the Agreement Regarding Payments Made Relating to Assumption Reinsurance Agreement (as defined below), providing, among other things, for payments to be made by AUSA Life to MONY relating to the Assumption Reinsurance Agreement, (iv) MONY and AUSA Life will enter into the Agreement Regarding Payments Made Relating to Indemnity Reinsurance Purchaser Administrative Services Agreement (as defined below) providing, among other things, for payments to be made by AUSA Life to MONY relating to and the Indemnity Reinsurance Agreement, (v) MONY and Diversified (as defined below) will enter into the Transition and Computer Services Agreement (as defined below), providing, among other things, for MONY's provision of certain computer and ancillary services to Diversified during a transition period following the Closing Date, (vi) MONY and Diversified will enter into the LLANY Administrative Services Agreement (as defined below), providingrespectively, among other things, providing for the provision servicing by Diversified Purchaser and LLANY of certain administrative services to MONY during a transition period following the Closing Date, (vii) reinsured books of business in the manager name of the Seller and for the servicing of the Seller Separate Accounts (as defined below) business attributable to Seller; (iii) CLIC and AUSA Life Purchaser will enter into the Investment Management CLIC Separate Account Administration Agreement (as defined below) providing for the servicing by Purchaser of the Seller Separate Account business attributable to CLIC; (iv) Seller and Purchaser will enter into the Transition Services Agreement (as defined below), providing, among other thingsproviding for the provision by Seller of any services to the Business (as defined below) currently provided by Seller or any Affiliate (as defined below) of Seller and requested by Purchaser as necessary to enable Purchaser to operate the Business and for the provision by Purchaser to Seller of certain services, for a period not to exceed 18 months after the Manager's provision Closing Date; (v) Seller and Purchaser will enter into the General Assignment and Assumption Agreement to provide for the assignment by Seller of investmentcertain assets and the assumption by Purchaser of certain non-insurance obligations relating to the Business; (vi) Seller will execute and deliver to Purchaser and LLANY all necessary instruments of transfer, including but not limited to the Bill xx Sale (as defined below); and (vii) Seller, Purchaser, and LLANY will enter into the License Agreement (as defined below).

The Documents. Upon the terms and subject to the conditions of this Agreement, at the Closing, in order to effectuate the foregoingClosing (as defined below), the parties hereto and Newco will execute and deliver, or cause their respective subsidiaries to execute and deliver, as the case may be, deliver the following agreements and instruments dated as of the Closing Date (as defined below) 18 or a date prior thereto: (i) MONY Seller and AUSA Life Purchaser and Seller and Newco will enter into the Purchaser Assumption Reinsurance Agreement and the Newco Assumption Reinsurance Agreement (each as defined below), respectively, providing, among other things, for the assumption by Purchaser and Newco of the Insurance Contracts (as defined below); (ii) Seller and Purchaser and Seller and Newco will enter into the Purchaser Indemnity Reinsurance Agreement and the Newco Indemnity Reinsurance Agreement (each as defined below), respectively, providing, among other things, for the indemnity reinsurance as of the Effective Date (as defined below) by Purchaser and Newco of the general account liabilities of Seller under the Insurance Contracts, pending assumption of such contracts by Purchaser and Newco on a novation basis; (iii) Seller and Purchaser will enter into the Administrative Services Agreement (as defined below), providing for the provision by Purchaser of certain administrative services on behalf of Seller with respect to the Insurance Contracts and the Seller Separate Account (as defined below) following the Closing Date; (iv) Seller and Purchaser will enter into the Transition Services Agreement (as defined below), providing for the provision by Seller of certain administrative services to Purchaser during a transition period following the Closing Date; (v) Seller will execute and deliver to Purchaser and Newco the Xxxx of Sale (as defined below); (vi) Seller, Purchaser and the Trustee (as defined below) and Seller, Newco and the Trustee, will enter into the Purchaser Trust Agreement and the Newco Trust Agreement (each as defined below), respectively, providing for trust accounts into which cash and Cash Equivalents (as defined below) will be transferred on the Closing Date by or at the direction of Seller; (vii) Seller and Purchaser and Seller and Newco, respectively, will enter into the General Assignment Agreements (as defined below) pursuant to which Seller will assign and Purchaser and Newco will assume the Assigned and Assumed Contracts (as defined below) and the Assignable Licensed Principally Used Software (as defined below); (viii) Seller and Purchaser will enter into the Coinsurance and Assumption Agreement (as defined below), providing, among other things, for the assumption by AUSA Life of all of the Purchaser to coinsure contracts of insurance of MONY which relate relating to or arise under the BusinessBusiness that Seller will issue for up to 18 months from the Closing Date; (ix) Seller and Purchaser and Seller and Newco, (ii) MONY and AUSA Life respectively, will enter into the Indemnity Reinsurance Agreement (as defined below), providing, among other things, for the indemnity reinsurance of the general account liabilities of MONY under the contracts of insurance which are the subject of the Assumption Reinsurance Agreement, pending assumption of such contracts by AUSA Life on a novation basis, (iii) MONY and AUSA Life will enter into the Agreement Regarding Payments Made Relating to Assumption Reinsurance Agreement (as defined below), providing, among other things, for payments to be made by AUSA Life to MONY relating to the Assumption Reinsurance Agreement, (iv) MONY and AUSA Life will enter into the Agreement Regarding Payments Made Relating to Indemnity Reinsurance Agreement License Agreements (as defined below) providing, among other things, for payments to be made by AUSA Life to MONY relating to the Indemnity Reinsurance Agreement, and (vx) MONY Newco and Diversified Custodian (as defined below) will enter into the Transition and Computer Services Custodian Agreement (as defined below), providing, among other things, ) pursuant to which the Custodian will hold certain assets of Newco as security for MONY's provision benefit of certain computer and ancillary services to Diversified during a transition period following the Closing Date, (vi) MONY and Diversified will enter into New York policyholders of Seller who are beneficiaries of the Administrative Services Agreement (as defined below), providing, among other things, for the provision by Diversified of certain administrative services to MONY during a transition period following the Closing Date, (vii) the manager (as defined below) and AUSA Life will enter into the Investment Management Agreement (as defined below), providing, among other things, for the Manager's provision of investmentSeller Custodian Account.

The Documents. Upon the terms and subject to the conditions of this Agreement, at the Closing, in order to effectuate the foregoing, the parties hereto will execute and deliver, or cause their respective subsidiaries to execute and deliver, as the case may be, the following agreements and instruments dated as of the Closing Date (as defined below) 18 or a date prior thereto: (i) MONY and AUSA Life will enter into the Assumption Reinsurance Agreement (as defined below), providing, among other things, for the assumption by AUSA Life of all of the contracts of insurance of MONY which relate to or arise under the Business, (ii) MONY and AUSA Life will enter into the Indemnity Reinsurance Agreement (as defined below), providing, among other things, for the indemnity reinsurance of the general account liabilities of MONY under the contracts of insurance which are the subject of the Assumption Reinsurance Agreement, pending assumption of such contracts by AUSA Life on a novation basis, (iii) MONY and AUSA Life will enter into the Agreement Regarding Payments Made Relating to Assumption Reinsurance Agreement (as defined below), providing, among other things, for payments to be made by AUSA Life to MONY relating to the Assumption Reinsurance Agreement, (iv) MONY and AUSA Life will enter into the Agreement Regarding Payments Made Relating to Indemnity Reinsurance Agreement (as defined below) providing, among other things, for payments to be made by AUSA Life to MONY relating to the Indemnity Reinsurance Agreement, (v) MONY and Diversified (as defined below) will enter into the Transition and Computer Services Agreement (as defined below), providing, among other things, for MONY's provision of certain computer and ancillary services to Diversified during a transition period following the Closing Date, (vi) MONY and Diversified will enter into the Administrative Services Agreement (as defined below), providing, among other things, for the provision by Diversified of certain administrative services to MONY during a transition period following the Closing Date, (vii) the manager (as defined below) and AUSA Life will enter into the Investment Management Agreement (as defined below), providing, among other things, for the Manager's provision of investmentinvestment management services to AUSA Life with respect to the Investment Assets (as defined