Common use of TRANSFER OF ASSETS OF BOND Clause in Contracts

TRANSFER OF ASSETS OF BOND. 2.1. At the Effective Time (as defined in Section 8), ACMF shall transfer and convey to ACIT, on behalf of Diversified Bond, all property of every description, and all interests, rights, privileges and powers Bond (such assets, the "Bond Assets"). Simultaneously, ACIT shall, on behalf of Diversified Bond, accept the Bond Assets and assume all liabilities, whether accrued, absolute, contingent or otherwise, of Bond reflected in the calculation of Bond's net asset value (the "Bond Liabilities"). As a result, at and after the Effective Time: (i) all assets of Bond shall become and be the assets of Diversified Bond; and (ii) all known liabilities of Bond reflected as such in the calculation of Bond's net asset value shall attach to Diversified Bond as aforesaid and may thenceforth be enforced against Diversified Bond to the extent as if the same had been incurred by it. Without limiting the generality of the foregoing, the Bond Assets shall include all property and assets of any nature whatsoever, including without limitation, all cash, cash equivalents, securities, other investments, claims and receivables (including dividend and interest receivables) owned by Bond, and any deferred or prepaid expenses shown as an asset on Bond's books at the Effective Time, and all good will, other intangible property and books and records belonging to Bond. Recourse by any person for the Bond Liabilities assumed by Diversified Bond shall, at and after the Effective Time, be limited to Diversified Bond.

TRANSFER OF ASSETS OF BOND. 2.1. At the Effective Time (as defined in Section 8), ACMF shall transfer and convey to ACIT, on behalf of Diversified Bond, all property of every description, and all interests, rights, privileges and powers Bond (such assets, the "Bond Assets"). Simultaneously, ACIT shall, on behalf of Diversified Bond, accept the Bond Assets and assume all liabilities, whether accrued, absolute, contingent or otherwise, of Bond reflected in the calculation of Bond's net asset value (the "Bond Liabilities"). As a result, at and after the Effective Time: (i) all assets of Bond shall become and be the assets of Diversified Bond; and (ii) all known liabilities of Bond reflected as such in the calculation of Bond's net asset value shall attach to Diversified Bond as aforesaid and may thenceforth be enforced against Diversified Bond to the extent as if the same had been incurred by it. Without limiting the generality of the foregoing, the Bond Assets shall include all property and assets of any nature whatsoever, including without limitation, all cash, cash equivalents, securities, other investments, claims and receivables (including dividend and interest receivables) owned by Bond, and any deferred or prepaid expenses shown as an asset on Bond's books at the Effective Time, and all good will, other intangible property and books and records belonging to Bond. Recourse by any person for the Bond Liabilities assumed by Diversified Bond shall, at and after the Effective Time, be limited to Diversified Bond. 2.2. In exchange for the transfer of the Bond Assets and the assumption of the Bond Liabilities, ACIT shall simultaneously issue at the Effective Time to Bond a number of full and fractional shares (to the third decimal place) of Diversified Bond, all determined and adjusted as provided in this Agreement. The number of shares of Diversified Bond so issued will have an aggregate net asset value equal to the value of the Bond Assets, less the Bond Liabilities, that are represented by shares of Bond, the holders of which shall receive shares of Diversified Bond, all determined and adjusted as provided in this Agreement. 2.3. The net asset values of shares of Diversified Bond and of Bond shall be determined as of the Valuation Time, as defined in Section 5. 2.4. The net asset value of shares of Diversified Bond shall be computed in the manner set forth in Diversified Bond's then-current prospectus under the Securities Act of 1933, as amended (the "1933 Act"). The net asset value of the Bond Assets to be transferred by ACMF shall be computed by ACMF and shall be subject to adjustment by the amount, if any, agreed to by ACIT and ACMF. In determining the value of the securities transferred by Bond to Diversified Bond, each security shall be priced in accordance with the policies and procedures of ACIT as described in its then-current prospectus and statement of additional information and adopted by ACIT's Board of Trustees, which are and shall be consistent with the policies now in effect for ACMF. Price quotations and the security characteristics relating to establishing such quotations shall be determined by ACIT, provided that such determination shall be subject to the approval of ACMF. 3.