Discontinued Businesses. Schedule 1.1(a) Supply and Vendor Contracts Schedule 1.1(b) GEFAHI Contracts Schedule 1.1(e) Genworth Contracts Schedule 2.1(a) Plan of Separation Schedule 2.1(b) Delayed Transfer Assets Schedule 2.2(a)(i) Genworth Assets Schedule 2.2(a)(ii)(B) Capital Stock GE Subsidiaries Schedule 2.2(a)(ii)(C) Capital Stock GE Affiliates Schedule 2.2(b)(i) Excluded Assets Schedule 2.2(b)(ii) Excluded Contracts Schedule 2.3(a)(i) Genworth Liabilities Schedule 2.3(b)(iv) Excluded Liabilities Schedule 2.4(b)(ii) Continuing Agreements Schedule 2.4(b)(iii) GE Guarantees Schedule 2.9 European Creditor Business Entities Schedule 3.2(d) JLIC Surplus Notes Schedule 3.2(f) Dividends Schedule 3.9(a) Consideration Under French Transfer Agreement Schedule 3.9(c) Adjustments to Consideration Schedule 4.1 Annual Corporate Reporting Data Schedule 4.2(a) First and Second Quarter Corporate Reporting Data Schedule 4.2(b) Third Quarter Corporate Reporting Data Schedule 4.3 FP&A Reports Schedule 4.8 Monthly Financial Information Schedule 5.2(d) Transaction Documents – Genworth Indemnification Schedule 5.3(c) Transaction Documents – GE Indemnification Schedule 5.4 GE Indemnification Schedule 6.3 Insurance Coverage Schedule 6.5(b) GE Contracts Schedule 6.10 Continuation of Certain Arrangements Schedule 6.12(b)(i)(B) Business Activities Schedule 6.15 GE Policies Schedule 7.1 Transaction Documents – Dispute Resolution MASTER AGREEMENT MASTER AGREEMENT, dated May 24, 2004 (this “Agreement”), among General Electric Company, a New York corporation (“GE”), General Electric Capital Corporation, a Delaware corporation (“GECC”), GEI, Inc., a Delaware corporation (“GEI”), GE Financial Assurance Holdings, Inc., a Delaware corporation (“GEFAHI”, and collectively with GE, GEI and GECC, the “GE Parties”), and Genworth Financial, Inc., a Delaware corporation (“Genworth”). Certain terms used in this Agreement are defined in Section 1.1.
Discontinued Businesses. Schedule 1.1(a) Supply and Vendor Contracts Schedule 1.1(b) GEFAHI Contracts Schedule 1.1(e) Genworth Contracts Schedule 2.1(a) Plan of Separation Schedule 2.1(b) Delayed Transfer Assets Schedule 2.2(a)(i) Genworth Assets Schedule 2.2(a)(ii)(B) Capital Stock GE Subsidiaries Schedule 2.2(a)(ii)(C) Capital Stock GE Affiliates Schedule 2.2(b)(i) Excluded Assets Schedule 2.2(b)(ii) Excluded Contracts Schedule 2.3(a)(i) Genworth Liabilities Schedule 2.3(b)(iv) Excluded Liabilities Schedule 2.4(b)(ii) Continuing Agreements Schedule 2.4(b)(iii) GE Guarantees Schedule 2.9 European Creditor Business Entities Schedule 3.2(d) JLIC Surplus Notes Scheudle 3.2(g) Dividends Schedule 4.1 Annual Corporate Reporting Data
Discontinued Businesses. Seller shall have either sold, transferred or disposed of the Discontinued Businesses, the Excluded Assets and the Excluded Contracts to an Affiliate of Seller (other than the Company or the Company Subsidiaries) or to a third party and such Affiliate or third party shall have assumed or guaranteed the payment of all of the Excluded Liabilities.
Discontinued Businesses. The Company and the Purchased Subsidiaries shall have been released from all Liabilities under the Indebtedness set forth on Schedules VII(a) and (b) of the Company Disclosure Schedule. Seller shall have provided evidence in writing reasonably satisfactory to Buyer of Seller’s performance of the covenants set forth in Section 5.17, including, without limitation, payoff letters in customary form, novation agreements, Uniform Commercial Code termination and/or amendment statements or other customary lien release documentation.
