Common use of Asset Transfer Clause in Contracts

Asset Transfer. (a) As consideration for the reinsurance by the Reinsurer of the General Account Liabilities under this Agreement, on the Closing Date, the Reinsurer shall be entitled to an amount equal to one hundred percent (100%) of the General Account Reserves as of the close of business on the day immediately preceding the Inception Date (the “Initial Reinsurance Premium”). (b) As additional consideration for the Reinsurer entering into this Agreement, the Reinsurer shall be entitled to 100% of all premiums and other considerations to the extent received on or after the Inception Date by the Company or the Reinsurer with respect to the General Account Liabilities, less an amount equal to the reinsurance premium due under the Ceded Reinsurance Agreements to the extent such premium relates to coverage on or after the Inception Date with respect to the Reinsured Contracts. In addition, with respect to the Separate Account Liabilities, the Reinsurer shall be entitled to 100% of all (i) mortality and expense risk charges and administrative expense charges (collectively, “asset charges”), any rider charges (to the extent the riders are reinsured hereunder), and contract maintenance charges, back-end sales loads and other considerations billed separately for the Reinsured Contracts collected by the Company on or after the Inception Date, and (ii) any other charges, fees and similar amounts received by the Company from the Separate Accounts on or after the Inception Date (collectively, the “Separate Account Charges”). The Company hereby assigns to the Reinsurer all of its rights to such premiums and other considerations payable to the Company. For the avoidance of doubt, the Separate Account Charges shall not include any distribution fees received from underlying mutual funds pursuant to a plan adopted pursuant to Rule 12b-1 under the Investment Company Act of 1940.

Asset Transfer. (a) As consideration for the indemnity reinsurance by the Reinsurer of the General Account Liabilities under this Agreementby Reinsurer hereunder, Cedent hereby agrees to transfer to Reinsurer in accordance with the terms of the Acquisition Agreement (i) investment assets having a statutory statement carrying value on the Closing Date, the Reinsurer shall be entitled to an amount books of Cedent equal to one hundred percent (100%a) of the General Account Reserves Liabilities as of the close of business on the last day immediately of the month preceding the Inception month in which the Effective Date (the “Initial Reinsurance Premium”). falls plus (b) the amount of the participating surplus with respect to the Coinsured Contracts as of such date less (c) the amount of any contract loans under the Coinsured Contracts as of such date and less (d) the amount of the General Account Other Insurance Assets as of such date and (ii) the General Account Other Insurance Assets as of the close of business on the last day of the month preceding the month in which the Effective Date falls. As additional consideration for the Reinsurer entering into this Agreementassumption of the General Account Liabilities by Reinsurer, the Reinsurer shall be entitled to 100% of all premiums premiums, deposits and other considerations to the extent received on or after the Inception Effective Date by the Company Cedent or the Reinsurer with respect to the General Account Liabilities, less an amount equal to general account portion of the Coinsured Contracts net of reinsurance premium due under the Ceded Reinsurance Agreements to the extent such premium relates to coverage premiums and all other amounts payable on or after the Inception Effective Date with respect to the Reinsured ContractsOutward Reinsurance. In additionCedent shall promptly remit to Reinsurer (but in no event later than 72 hours following the receipt of any such premiums, with respect to the Separate Account Liabilities, the Reinsurer shall be entitled to 100% of all (i) mortality and expense risk charges and administrative expense charges (collectively, “asset charges”), any rider charges (to the extent the riders are reinsured hereunder), and contract maintenance charges, back-end sales loads deposits and other considerations billed separately for the Reinsured Contracts collected by the Company on or after the Inception Date, and (iiconsiderations) any other charges, fees and similar such amounts received by it in respect of any of the Company from the Separate Accounts on or after the Inception Date (collectively, the “Separate Account Charges”). The Company Coinsured Contracts and hereby assigns to the Reinsurer all of its rights to such premiums premiums, deposits and other considerations payable to the Company. For the avoidance of doubt, the Separate Account Charges shall not include any distribution fees received from underlying mutual funds pursuant to a plan adopted pursuant to Rule 12b-1 under the Investment Company Act of 1940Cedent.

Asset Transfer. (a) As consideration for the reinsurance by the Reinsurer of the General Account Liabilities under this Agreement, on the Closing Date, the Reinsurer shall be entitled to an amount equal to one hundred percent (100%) of the General Account Reserves as of the close of business on the day immediately preceding the Inception Date (the “"Initial Reinsurance Premium”"). (b) As additional consideration for the Reinsurer entering into this Agreement, the Reinsurer shall be entitled to 100% of all premiums and other considerations to the extent received on or after the Inception Date by the Company or the Reinsurer with respect to the General Account Liabilities, less an amount equal to the reinsurance premium due under the Ceded Reinsurance Agreements to the extent such premium relates to coverage on or after the Inception Date with respect to the Reinsured Contracts. In addition, with respect to the Separate Account Liabilities, the Reinsurer shall be entitled to 100% of all (i) mortality and expense risk charges and administrative expense charges (collectively, “"asset charges”"), any rider charges (to the extent the riders are reinsured hereunder), and contract maintenance charges, back-end sales loads and other considerations billed separately for the Reinsured Contracts collected by the Company on or after the Inception Date, and (ii) any other charges, fees and similar amounts received by the Company from the Separate Accounts on or after the Inception Date (collectively, the “"Separate Account Charges”"). The Company hereby assigns to the Reinsurer all of its rights to such premiums and other considerations payable to the Company. For the avoidance of doubt, the Separate Account Charges shall not include any distribution fees received from underlying mutual funds pursuant to a plan adopted pursuant to Rule 12b-1 under the Investment Company Act of 1940.

Asset Transfer. (a) As consideration for the indemnity reinsurance by the Reinsurer of the General Account Liabilities under this Agreementby Reinsurer hereunder, Cedent hereby agrees to transfer to Reinsurer in accordance with the terms of the Acquisition Agreement (i) investment assets having a statutory statement carrying value on the Closing Date, the Reinsurer shall be entitled to an amount books of Cedent equal to one hundred percent (100%a) of the General Account Reserves Liabilities as of the close of business on the last day immediately of the month preceding the Inception month in which the Effective Date (the “Initial Reinsurance Premium”). falls plus (b) the amount of the participating surplus with respect to the Coinsured Contracts as of such date less (c) the amount of any contract loans under the Coinsured Contracts as of such date and less (d) the amount of the General Account Other Insurance Assets as of such date and (ii) the General Account Other Insurance Assets, as of the close of business on the last day of the month preceding the month in which the Effective Date falls. As additional consideration for the Reinsurer entering into this Agreementassumption of the General Account Liabilities by Reinsurer, the Reinsurer shall be entitled to 100% of all premiums premiums, deposits and other considerations to the extent received on or after the Inception Effective Date by the Company Cedent or the Reinsurer with respect to the General Account Liabilitiesgeneral account portion of the Coinsured Contracts, less an amount equal to the net of reinsurance premium due under the Ceded Reinsurance Agreements to the extent such premium relates to coverage premiums and all other amounts payable on or after the Inception Effective Date with respect to the Reinsured ContractsOutward Reinsurance. In additionCedent shall promptly remit to Reinsurer (but in no event later than 72 hours following the receipt of any such premiums, with respect to the Separate Account Liabilities, the Reinsurer shall be entitled to 100% of all (i) mortality and expense risk charges and administrative expense charges (collectively, “asset charges”), any rider charges (to the extent the riders are reinsured hereunder), and contract maintenance charges, back-end sales loads deposits and other considerations billed separately for the Reinsured Contracts collected by the Company on or after the Inception Date, and (iiconsiderations) any other charges, fees and similar such amounts received by it in respect of the Company from general account portion of any of the Separate Accounts on or after the Inception Date (collectively, the “Separate Account Charges”). The Company Coinsured Contracts and hereby assigns to the Reinsurer all of its rights to such premiums premiums, deposits and other considerations payable to the Company. For the avoidance of doubt, the Separate Account Charges shall not include any distribution fees received from underlying mutual funds pursuant to a plan adopted pursuant to Rule 12b-1 under the Investment Company Act of 1940Cedent.