Common use of Transfer of Separate Account Assets Clause in Contracts

Transfer of Separate Account Assets. With respect to any Novated Contracts, on the date during which the applicable Effective Time for such Novated Contracts occurs, the Ceding Company shall transfer to the Assuming Company all of its right, title and interest in and to any and all cash and assets allocable to the applicable Novated Contracts standing to the credit of the Ceding Company Separate Accounts (the “Separate Account Assets”) by transferring such Separate Account Assets into the corresponding Assuming Company Separate Accounts as follows. Fund shares attributable to each Novated Contract held by the Ceding Company Separate Accounts shall be transferred from the applicable Ceding Company Separate Account to the applicable Assuming Company Separate Account as of the close of the Business Day on the date during which the Effective Time for such Novated Contracts occurs or as of the close of the next Business Day if the Effective Time occurs on a non-Business Day. Such transfers of Fund shares shall be made in accordance with the terms of each applicable Fund participation agreement and applicable Law. The Parties will use commercially reasonable efforts to effect such transfer by book entry on the shareholder records of each applicable Fund. Neither the Ceding Company nor the Assuming Company will assess any fee or charge in connection with the transfer of Fund shares. If any act or failure to act by a Party results in delays in the transfer of Fund shares or otherwise results in adjustments having to be made to Separate Account Assets transferred to the Assuming Company Separate Accounts, such Party shall bear all costs related to such adjustments. If adjustments to Separate Account Assets transferred to the Assuming Company Separate Accounts are required to be made through no fault of any Party, the Parties agree to share equally in the costs of such adjustments. In all cases, the Parties agree to act in good faith to limit costs associated with the transfer of Fund shares. On and after the applicable Effective Time, any Separate Account Charges with respect to the Novated Contracts shall be for the account of the Assuming Company and, if received by the Ceding Company, the Ceding Company shall promptly remit such amounts to the Assuming Company.