Common use of Assets and Liabilities at Closing Clause in Contracts

Assets and Liabilities at Closing. (a) All of the inventory and other assets of the Company listed on SCHEDULE 2.11 and all of the material contracts, including mutual funds and variable annuity distribution contracts, listed on SCHEDULE 2.9 shall remain assets of the Company as of the Closing Date. (b) Upon Closing, the Company shall immediately notify all mutual fund and variable annuity vendors to change the address of the Company to "care of" Buyer. (c) Except as noted in the next sentence, no assets, tangible or intangible of the Company shall be distributed, withdrawn, transferred or assigned prior to Closing. It is agreed that all of the following cash assets that will remain in the Company as of the Closing Date: $40,000 deposit or account for the benefit of NSCC; $35,000 clearing deposit with RBC ▇▇▇▇ ▇▇▇▇▇▇▇▇; and a $25,000 receivable from CNA due in February 2002. None of the cash assets described in this Section 1.2(c) which shall remain assets of the Company as of the Closing Date shall be subject to offset, creditor claim or registered representative commissions.