Common use of Acquisition of Transferred Assets and Assumption of Assumed Liabilities Clause in Contracts

Acquisition of Transferred Assets and Assumption of Assumed Liabilities. (a) Upon the terms and subject to the conditions of this Agreement and the payment of the Preliminary Purchase Price on the Closing Date, VFL shall sell, assign and transfer, or cause to be transferred, to Purchaser all of VFL's right, title and interest in the Transferred Assets, and all sales, assignments and transfers of the Transferred Assets shall be effected as follows: (i) the cash to be transferred shall be determined and transferred in accordance with the provisions of Sections 2.02(b), 2.03 and 2.04 hereof; (ii) the Policy Loans shall be transferred in accordance with the provisions of Section 8.03 of the Coinsurance Agreement; (iii) the Books and Records to be transferred shall be determined and transferred in accordance with the provisions of Section 5.07 of this Agreement and Section 12.01 of the Administrative Services Agreement; provided, however, that VFL shall retain custody of the Books and Records until the Service Commencement Date; and (iv) VFL shall cause CNAF to transfer the assets listed on Schedule 1.01(f) by causing CNAF to execute the Trademark and Service ▇▇▇▇ Assignment Agreement, subject to VFL's license rights under Section 8.03(d). Notwithstanding anything in this Agreement to the contrary, but subject to the provisions of Section 5.07 hereof, VFL shall be entitled to keep and maintain copies of all Books and Records from and after the Closing, and to have access to the originals of the Books and Records in accordance with the terms hereof. (b) Upon the terms and subject to the conditions of this Agreement and the payment of the Preliminary Purchase Price, on the Closing Date, VFL shall transfer to the Purchaser's designated account cash in an amount equal to the excess of: (i) General Account Reserves, over (ii) the dollar amount of outstanding Policy Loans (to the extent such loans constitute admitted assets under SAP), each as of March 31, 2002. Cash shall be transferred by VFL to the Purchaser's designated account by wire transfer of immediately available funds in U.S. Dollars. (c) Upon the terms and subject to the conditions of this Agreement, on the Closing Date, Purchaser shall assume the Policy Liabilities pursuant to the Coinsurance Agreement. (d) Any transfer or sales Tax or other governmentally imposed fees or charges imposed upon the transfer, sale or recording of the Transferred Assets shall be borne equally by Purchaser and VFL.

Acquisition of Transferred Assets and Assumption of Assumed Liabilities. (a) Upon the terms and subject to the conditions of this Agreement and Agreement, at the payment of the Preliminary Purchase Price on the Closing DateClosing, VFL MONY shall sell, assign and transfer, or cause transfer to be transferred, to Purchaser AUSA Life and AUSA Life shall acquire from MONY all of VFLMONY's right, title and interest in the Transferred Assets; provided, and however, that as to the assets held in MONY Separate Accounts, such transfers shall be made to AUSA Life Separate Accounts and, in the event that one or more Permits required to transfer all of such assets have not been obtained as of the Closing Date, such assets shall be transferred to AUSA Life Separate Accounts, if at all, at the times specified in the Assumption Reinsurance Agreement. All sales, assignments and transfers of the Transferred Assets shall be effected as follows: (i) by the cash to be transferred shall be determined and transferred in accordance with Assumption Reinsurance Agreement, the provisions of Sections 2.02(b)Indemnity Reinsurance Agreement, 2.03 and 2.04 hereof; (ii) the Policy Loans shall be transferred in accordance with the provisions of Section 8.03 of the Coinsurance Agreement; (iii) the Books and Records to be transferred shall be determined and transferred in accordance with the provisions of Section 5.07 of this Assumption Agreement and Section 12.01 of the Administrative Services Agreement; provided, however, that VFL shall retain custody of the Books and Records until the Service Commencement Date; and (iv) VFL shall cause CNAF to transfer the assets listed on Schedule 1.01(f) by causing CNAF to execute the Trademark and Service ▇▇▇▇ Assignment Agreement, subject to VFL's license rights under Section 8.03(d)Transfer Documents. Notwithstanding anything in this Agreement to the contrary, but subject to the provisions of Article VIII and Section 5.07 5.05 hereof, VFL MONY shall be entitled to keep and maintain copies of all Books and Records from and after the Closing, and to 25 42 have access to the originals of the Books and Records in accordance with the terms hereof. (b) Upon the terms and subject to the conditions of this Agreement, at the Closing, AUSA Life shall assume the Insurance Liabilities pursuant to the Indemnity Reinsurance Agreement and the payment of the Preliminary Purchase Price, on the Closing Date, VFL shall transfer to the Purchaser's designated account cash in an amount equal to the excess of: (i) General Account Reserves, over (ii) the dollar amount of outstanding Policy Loans (to the extent such loans constitute admitted assets under SAP), each as of March 31, 2002. Cash shall be transferred by VFL to the Purchaser's designated account by wire transfer of immediately available funds in U.S. DollarsAssumption Reinsurance Agreement. (c) Upon the terms and subject to the conditions of this Agreement, at the Closing, subject to any limitation on the ability to assign therein which does not cause the failure of the conditions of Closing Dateset forth herein or are waived by the parties hereto, Purchaser MONY shall assign and AUSA Life shall assume the Policy Assigned and Assumed Contracts and those Assumed Liabilities that are not Insurance Liabilities, all pursuant to the Coinsurance Bill ▇▇ Sale and General Assignment, the Trademark Assignment and the Assumption Agreement. (d) Any transfer or sales Tax or other governmentally imposed fees or charges imposed upon the transfer, sale or and recording of the Transferred Assets shall be borne equally paid by Purchaser and VFLMONY.