Assigned and Assumed Contracts definition

Assigned and Assumed Contracts means those contracts and other agreements to which a Seller is a party and which are listed on Schedule 1.01(a) hereto and any other contracts and agreements that principally relate to the Business that is entered into by a Seller between the date hereof and the Closing Date as permitted hereunder; provided that the Assigned and Assumed Contracts under this Agreement shall not include (i) any Insurance Policies, (ii) any Outward Reinsurance Agreement or (iii) any contract or other agreement set forth on Schedules 4.16(a) and 4.16(b) hereto.

Assigned and Assumed Contracts means all contracts and other agreements material to the operation of the Business, including but not limited to those identified on Schedule 1.01(B), but excluding (i) Insurance Contracts, (ii) reinsurance treaties and agreements, and (iii) those listed on Schedule 1.01(A).

Assigned and Assumed Contracts means the Contracts described on Schedule A to the Assignment and Assumption Agreement and any Contracts added to such Schedule pursuant to Section 5.28.

Examples of Assigned and Assumed Contracts in a sentence

• At closing, subject to any limits on assignment thereof, MONY shall assign to AEGON all of MONY's rights to limit or prohibit the disclosure of confidential information related to the Business under existing confidentiality agreements, and MONY's rights to limit or prohibit the disclosure of confidential information related to the Business under such agreements shall be included in the Assigned and Assumed Contracts.

• The Transferred Assets, and all assets leased or used by MONY pursuant to any of the Assigned and Assumed Contracts or to be used by AUSA Life pursuant to the Transition and Computer Services Agreement, include all assets of the Business necessary to conduct the Business substantially as it is now being conducted.

• Schedule 4.24(b) lists all Contracts, Intellectual Property Rights and other assets of Seller, FGWLA and CLAC which are used in the Business as presently conducted, are material to the conduct of the Business and not included in the Transferred Assets, the Assigned and Assumed Contracts, the Insurance Contracts, the Assumed Reinsurance Agreements or the Administered Contracts, other than the Excluded Assets, the Owned Generally Used Software, the Licensed Generally Used Software and the Producer Contracts.

• Except as listed on Schedule 3.05 hereto, to MONY's knowledge, MONY is not in default in any material respect under any Assigned and Assumed Contracts.

• Pending such authorization, approval, consent or waiver, the parties shall cooperate with each other in any mutually agreeable, reasonable and lawful arrangements designed to provide to Purchaser substantially the same economic benefits of any such Assigned and Assumed Contracts and Licensed Software.

More Definitions of Assigned and Assumed Contracts

Assigned and Assumed Contracts means those contracts and agreements entered into by Seller, FGWLA, CLAC or the Inactive HMOs in connection with the Business and relating exclusively to the Healthcare Division, to the extent that such contracts remain in effect on the Closing Date, but excluding (a) the Administered Contracts, (b) the Producer Contracts, (c) Contracts entered into in connection with any transaction by which the stock or other equity interests in any Person, including any Seller Subsidiary, were acquired, other than the Contracts listed in Schedule 1.01(d) and (d) the Contracts to be replaced as described in Schedule 6.05(f).

Assigned and Assumed Contracts means all contracts and other agreements (i) listed on Schedule 3.05A or Schedule 3.05B designated as Assigned and Assumed Contracts; (ii) identified in the Assignment and Assumption Agreement and (iii) other contracts that, although they relate to Transferred Assets and are therefore Assigned and Assumed Contracts, are not required to be individually scheduled on Schedule 3.05B because they relate to the purchase or lease of equipment, materials, supplies or other real or personal property involving amounts not in excess of $10,000, or they relate to the performance of services over a period of not more than thirty days and involving an amount not in excess of $10,000.

Assigned and Assumed Contracts means all outstanding agreements with agents and brokers and all rights of renewal with respect to Insurance Contracts and those contracts and other agreements set forth on Schedule 1.01(a) (other than Insurance Contracts, contracts and other agreements set forth on Schedules 3.15 and 3.15(A) hereto and any agreement with Affiliates or employment contracts to which any of the Sellers is a party other than the Included Affiliate Agreements and the Included Employment Contracts set forth in Schedules 1.01(b) and 1.01(c), respectively) to which each of the Sellers or any of their respective Affiliates is a party and which relate primarily to the Business.

Assigned and Assumed Contracts means all written contracts, agreements, leases (including, without limitation, leases of real, personal, tangible and intangible property), licenses of Licensed Software used in the conduct of the Business, Permits, rights, obligations or other commitments of MONY related to the Business, which are 6 23 listed on Schedule 1.01(A) hereto, but excluding any of the foregoing which are terminated prior to the Closing.

Assigned and Assumed Contracts means the Contracts listed in Schedule 1.01(a).

Assigned and Assumed Contracts means (i) those contracts and other agreements to which a OneBeacon Subsidiary or OneBeacon is a party, to the

Assigned and Assumed Contracts means (i) those contracts and other agreements to which a OneBeacon Subsidiary or OneBeacon is a party, to the extent such agreements or divisible sub-agreements thereof exclusively relate to the Business and which are listed on SCHEDULE 1.01(a) of the Master Agreement, and (ii) any other contracts or agreements that exclusively relate to the Business that either (a) are entered into by a OneBeacon Subsidiary or OneBeacon between the date of the Master Agreement and the Closing Date with the prior written approval of Liberty which shall not be unreasonably withheld, (b) exist on the date hereof and are of the type intended to be included in SCHEDULE 1.01