STOCK PURCHASE AGREEMENT by and among SUN LIFE OF CANADA (U.S.) HOLDINGS, INC., SUN LIFE ASSURANCE COMPANY OF CANADA—U.S. OPERATIONS HOLDINGS, INC., SUN LIFE ASSURANCE COMPANY OF CANADA, DELAWARE LIFE HOLDINGS, LLC, SUN LIFE FINANCIAL INC. (solely for...Stock Purchase Agreement • December 27th, 2012 • Sun Life Financial Inc • Life insurance • Massachusetts
This STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of December 17, 2012, is entered into by and among Sun Life of Canada (U.S.) Holdings, Inc., a Delaware corporation (“Holdco”), Sun Life Assurance Company of Canada—U.S. Operations Holdings, Inc., a Delaware corporation (“US OPS”), Sun Life Assurance Company of Canada, a stock life insurance company organized under the Insurance Companies Act (Canada) (“SLA”, and together with Holdco and US OPS, “Sellers”, and each of them, a “Seller”), Delaware Life Holdings, LLC, a limited liability company organized under the laws of Delaware (“Purchaser”), and, solely for purposes of Article I, Section 3.1, Section 3.2, Section 3.5, Section 3.6, Section 3.7, Section 3.34, Section 5.5, Section 11.3 and Article XII, Sun Life Financial Inc., a Canadian corporation (“Sun Life Financial”), and, solely for purposes of Article I, Section 2.1(a), Section 2.3(c), Section 2.3(k), Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.5, Sectio
GUARANTY OF SUN LIFE FINANCIAL INC. December 17, 2012Guaranty • December 27th, 2012 • Sun Life Financial Inc • Life insurance
This Guaranty, dated as of December 17, 2012, is made by Sun Life Financial Inc., a corporation organized under the laws of Canada (the “Guarantor”), in favor of, and for the benefit of, Delaware Life Holdings, LLC, a limited liability company organized under the laws of Delaware (“Purchaser”). Capitalized terms used herein but not otherwise defined shall have the meanings given to such terms in the Purchase Agreement (as defined herein).
