Common use of TRANSFER OF ASSETS OF OLD HIGH-YIELD Clause in Contracts

TRANSFER OF ASSETS OF OLD HIGH-YIELD. 1.1. At the Effective Time (as defined in Section 8), ACMF shall transfer and convey to ACIT, on behalf of New High-Yield, all property of every description, and all interests, rights, privileges and powers of Old High-Yield (such assets, the "Old High-Yield Assets"). Simultaneously, ACIT shall, on behalf of New High-Yield, accept the Old High-Yield Assets and assume all liabilities, whether accrued, absolute, contingent or otherwise, of Old High-Yield (the "Old High-Yield Liabilities"). As a result, at and after the Effective Time: (i) all assets of Old High-Yield shall become and be the assets of New High-Yield; and (ii) all liabilities of Old High-Yield shall attach to New High-Yield as aforesaid and may thenceforth be enforced against New High-Yield to the extent as if the same had been incurred by it. Without limiting the generality of the foregoing, the Old High-Yield 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 Old High-Yield, and any deferred or prepaid expenses shown as an asset on Old High-Yield's books at the Effective Time, and all good will, other intangible property and books and records belonging to Old High-Yield. Recourse by any person for the Old High-Yield Liabilities assumed by New High-Yield shall, at and after the Effective Time, be limited to New High-Yield.

TRANSFER OF ASSETS OF OLD HIGH-YIELD. 1.1. At the Effective Time (as defined in Section 8), ACMF shall transfer and convey to ACIT, on behalf of New High-Yield, all property of every description, and all interests, rights, privileges and powers of Old High-Yield (such assets, the "Old High-Yield Assets"). Simultaneously, ACIT shall, on behalf of New High-Yield, accept the Old High-Yield Assets and assume all liabilities, whether accrued, absolute, contingent or otherwise, of Old High-Yield (the "Old High-Yield Liabilities"). As a result, at and after the Effective Time: (i) all assets of Old High-Yield shall become and be the assets of New High-Yield; and (ii) all liabilities of Old High-Yield shall attach to New High-Yield as aforesaid and may thenceforth be enforced against New High-Yield to the extent as if the same had been incurred by it. Without limiting the generality of the foregoing, the Old High-Yield 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 Old High-Yield, and any deferred or prepaid expenses shown as an asset on Old High-Yield's books at the Effective Time, and all good will, other intangible property and books and records belonging to Old High-Yield. Recourse by any person for the Old High-Yield Liabilities assumed by New High-Yield shall, at and after the Effective Time, be limited to New High-Yield. 1.2. In exchange for the transfer of the Old High-Yield Assets and the assumption of the Old High-Yield Liabilities, ACIT shall simultaneously issue at the Effective Time to Old High-Yield a number of full and fractional shares (to the third decimal place) of New High-Yield, all determined and adjusted as provided in this Agreement. The number of shares of New High-Yield so issued will have an aggregate net asset value equal to the value of the Old High-Yield Assets, less the Old High-Yield Liabilities, that are represented by shares of Old High-Yield, the holders of which shall receive shares of New High-Yield, all determined and adjusted as provided in this Agreement. 1.3. The net asset values of shares of New High-Yield and of Old High-Yield shall be determined as of the Valuation Time, as defined in Section 3. 1.4. The net asset value of shares of New High-Yield shall be computed in the manner set forth in New High-Yield's then-current prospectus under the Securities Act of 1933, as amended (the "1933 Act"). The net asset value of the Old High-Yield 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 Old High-Yield to New High-Yield, 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. 2.