0001047469-04-006371 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 3rd, 2004 • Genworth Financial Inc • Life insurance • New York

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of , 2004, is entered into by and between Genworth Financial, Inc., a Delaware corporation (including its successors, the “Company”), and GE Financial Assurance Holdings, Inc., a Delaware corporation (“GEFAHI”).

AutoNDA by SimpleDocs
REINSURANCE AGREEMENT between FINANCIAL INSURANCE COMPANY LIMITED and VIKING INSURANCE COMPANY, LIMITED Dated as of [ ] 2004
Reinsurance Agreement • March 3rd, 2004 • Genworth Financial Inc • Life insurance • England

This Agreement, dated as of , 2004 (this “Agreement”) is made and entered into by and between Financial Insurance Company Limited, an insurance company organised under the laws of England (the “Company”), and Viking Insurance Company, Limited, an insurance company organised under the laws of Bermuda (the “Reinsurer”). Defined terms used herein are defined below.

EMPLOYEE MATTERS AGREEMENT
Employee Matters Agreement • March 3rd, 2004 • Genworth Financial Inc • Life insurance

THIS EMPLOYEE MATTERS AGREEMENT (this “Agreement”) is executed effective as of , 2004, by and 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 GENWORTH FINANCIAL, INC., a Delaware corporation (“Genworth”).

AMENDED AND RESTATED INVESTMENT MANAGEMENT AND SERVICES AGREEMENT BETWEEN [Subsidiary] AND GE ASSET MANAGEMENT INCORPORATED DATED AS OF , 2004 CONFIDENTIAL TREATMENT REQUESTED CONFIDENTIAL TREATMENT REQUESTED: INFORMATION FOR WHICH CONFIDENTIAL...
Investment Management and Services Agreement • March 3rd, 2004 • Genworth Financial Inc • Life insurance • Delaware

THIS AMENDED AND RESTATED INVESTMENT MANAGEMENT AND SERVICES AGREEMENT (the “Agreement”) is made and entered into as of the day of , 2004 (the “Effective Date”), by and between [Subsidiary], an insurance company domiciled in the State of [ ] (“Client”), and GE ASSET MANAGEMENT INCORPORATED, a Delaware corporation (“Manager”).

REINSURANCE AGREEMENT between VIE PLUS and Dated as of [ ] 2004
Reinsurance Agreement • March 3rd, 2004 • Genworth Financial Inc • Life insurance

This Agreement, dated as of 2004 (the “Agreement”) is made and entered into by and between VIE PLUS, an insurance company organised under French law (the “Company”), and R.D PLUS, an insurance company organised under French law (the “Reinsurer”).

BUSINESS SERVICES AGREEMENT dated , 2004 between GNA CORPORATION and UNION FIDELITY LIFE INSURANCE COMPANY
Business Services Agreement • March 3rd, 2004 • Genworth Financial Inc • Life insurance • Illinois

This Business Services Agreement, dated , 2004 (this “Agreement”), is made by and between GNA CORPORATION, a Washington corporation (“GNA”) and UNION FIDELITY LIFE INSURANCE COMPANY, an insurance company organized under the laws of the State of Illinois (the “Company”).

TRANSITIONAL TRADEMARK LICENSE AGREEMENT
Transitional Trademark License Agreement • March 3rd, 2004 • Genworth Financial Inc • Life insurance • New York

This Transitional Trademark License Agreement (this “Agreement”), dated as of , 2004, is made and entered into by and between GE Capital Registry, Inc., a New York corporation (“LICENSOR”), and Genworth Financial, Inc., a Delaware corporation (“LICENSEE”).

DERIVATIVES MANAGEMENT SERVICES AGREEMENT AMONG GE LIFE AND ANNUITY ASSURANCE COMPANY, FEDERAL HOME LIFE INSURANCE COMPANY, FIRST COLONY LIFE INSURANCE COMPANY, GENERAL ELECTRIC CAPITAL ASSURANCE COMPANY, AND GENWORTH FINANCIAL, INC. AND GNA...
Derivatives Management Services Agreement • March 3rd, 2004 • Genworth Financial Inc • Life insurance

THIS DERIVATIVES MANAGEMENT SERVICES AGREEMENT (the “Agreement”) is made and entered into as of the day of , 2004 (the “Effective Date”), by and among GE LIFE AND ANNUITY ASSURANCE COMPANY, an insurance company domiciled in the Commonwealth of Virginia (“GELAAC”), FEDERAL HOME LIFE INSURANCE COMPANY, an insurance company domiciled in the Commonwealth of Virginia (“FHL”), FIRST COLONY LIFE INSURANCE COMPANY, an insurance company domiciled in the Commonwealth of Virginia (“FCL”), GENERAL ELECTRIC CAPITAL ASSURANCE COMPANY, an insurance company domiciled in the State of Delaware (“GECA”; GECA, GELAAC, FHL and FCL are individually a “Client” and collectively, the “Clients”), Genworth Financial, Inc., a Delaware corporation (“GENWORTH”), GNA CORPORATION, a Washington corporation (“GNA”) and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (“GECC”).

TRANSITIONAL SERVICES AGREEMENT between FINANCIAL INSURANCE GROUP SERVICES LIMITED
Transitional Services Agreement • March 3rd, 2004 • Genworth Financial Inc • Life insurance • England and Wales
MORTGAGE SERVICES AGREEMENT dated as of , 2004 by and among GE MORTGAGE SERVICES, LLC, GENERAL ELECTRIC MORTGAGE HOLDINGS LLC, GE MORTGAGE CONTRACT SERVICES INC. and
Mortgage Services Agreement • March 3rd, 2004 • Genworth Financial Inc • Life insurance • New York

THIS MORTGAGE SERVICES AGREEMENT, dated as of , 2004, is made by and among GE MORTGAGE SERVICES, LLC, a North Carolina limited liability company (“Mortgage Services”), GENERAL ELECTRIC MORTGAGE HOLDINGS LLC, a North Carolina limited liability company (“GEMH”), GE MORTGAGE CONTRACT SERVICES INC., a Delaware corporation (“Contract Services”) and GENWORTH FINANCIAL, INC., a Delaware corporation (“Genworth”, and together with Mortgage Services, GEMH and Contract Services, the “Parties”).

ASSET MANAGEMENT SERVICES AGREEMENT
Asset Management Services Agreement • March 3rd, 2004 • Genworth Financial Inc • Life insurance • New York

THIS ASSET MANAGEMENT SERVICES AGREEMENT, made this day of January, 2004, effective the 1st day of January, 2004 (this “Agreement”) by and among Genworth Financial, Inc. (“Genworth”), a Delaware corporation, General Electric Financial Assurance Holdings, Inc. (“GEFAHI”), a Delaware corporation, and GE Asset Management Incorporated (“GEAM”), a Delaware corporation.

TRANSITION SERVICES AGREEMENT dated , 2004 among GENERAL ELECTRIC COMPANY, GENERAL ELECTRIC CAPITAL CORPORATION, GEI, INC., GE FINANCIAL ASSURANCE HOLDINGS, INC., GNA CORPORATION, GE ASSET MANAGEMENT INCORPORATED, GENERAL ELECTRIC MORTGAGE HOLDINGS...
Transition Services Agreement • March 3rd, 2004 • Genworth Financial Inc • Life insurance • New York

This Transition Services Agreement, dated , 2004 (this “Agreement”), is made by and among GENERAL ELECTRIC COMPANY, a New York corporation (“General Electric”), GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (“GE Capital”), GEI, INC., a Delaware corporation (“GEI”), GE FINANCIAL ASSURANCE HOLDINGS, INC., a Delaware corporation (“GEFAHI”), GNA CORPORATION, a Washington corporation (“GNA”), GE ASSET MANAGEMENT INCORPORATED, a Delaware corporation (“GEAM”), GENERAL ELECTRIC MORTGAGE HOLDINGS LLC, a North Carolina limited liability company (“GEMH”), and GENWORTH FINANCIAL, INC., a Delaware corporation (“Genworth”).

MASTER AGREEMENT AMONG GENERAL ELECTRIC COMPANY, GENERAL ELECTRIC CAPITAL CORPORATION, GEI, INC., GE FINANCIAL ASSURANCE HOLDINGS, INC. AND GENWORTH FINANCIAL, INC. Dated , 2004
Master Agreement • March 3rd, 2004 • Genworth Financial Inc • Life insurance • New York

MASTER AGREEMENT, dated , 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.

This LIABILITY AND PORTFOLIO MANAGEMENT AGREEMENT, dated as of January 1, 2004 (this “Agreement”), among FGIC CAPITAL MARKET SERVICES, INC., a Delaware corporation (the “Company”), GENWORTH FINANCIAL ASSET MANAGEMENT, LLC, a Virginia limited liability...
Liability and Portfolio Management Agreement • March 3rd, 2004 • Genworth Financial Inc • Life insurance • New York

Manager shall comply with the requirements of contracts to which it is a party, and all applicable laws and regulations. Thirty (30) days or such other period as is specified in the applicable agreement or regulation or as is directed by the applicable regulatory body.

AGREEMENT REGARDING CONTINUED REINSURANCE OF INSURANCE PRODUCTS
Agreement Regarding Continued Reinsurance of Insurance Products • March 3rd, 2004 • Genworth Financial Inc • Life insurance • New York

THIS AGREEMENT REGARDING CONTINUED REINSURANCE OF INSURANCE PRODUCTS (this “Agreement”) is dated as of this day of , 200 , by and between General Electric Capital Company, a Delaware corporation (“GECC”), and Viking Insurance Company Ltd., a Bermuda insurance company (“Viking”).

GE FINANCIAL ASSURANCE HOLDINGS, INC. THE CHASE MANHATTAN BANK, as Trustee, Paying Agent and Exchange Rate Agent CHASE MANHATTAN BANK, LUXEMBOURG, S.A., as Paying Agent First Supplemental Indenture Dated as of June 26, 2001 (Supplement to Indenture...
First Supplemental Indenture • March 3rd, 2004 • Genworth Financial Inc • Life insurance • New York

THIS FIRST SUPPLEMENTAL INDENTURE, dated as of June 26, 2001 (the “First Supplemental Indenture”), by and among GE Financial Assurance Holdings, Inc., a Delaware corporation (the “Company”), The Chase Manhattan Bank, a banking corporation duly organized and existing under the laws of the State of New York, as trustee (the “Trustee”), paying agent and exchange rate agent, and Chase Manhattan Bank, Luxembourg, S.A., a company organized under the laws of Luxembourg, as paying agent.

OUTSOURCING SERVICES SEPARATION AGREEMENT
Outsourcing Services Separation Agreement • March 3rd, 2004 • Genworth Financial Inc • Life insurance • New York

OUTSOURCING SERVICES SEPARATION AGREEMENT, dated as of , 2004 (this “Agreement”), among GE Capital International Services (“GECIS”), a corporation duly formed and existing under the laws of India with a place of business at AIFACS Building, 1 Rafi Marg, Delhi-110001 and a Corporate office at GE Towers, Sector Road, Sector 53, DLF City, Phase 5, Gurgaon, Haryana, and a wholly-owned subsidiary of General Electric Capital Corporation, a Delaware corporation (“GECC”), GECC, General Electric Company (“GE”) and Genworth Financial, Inc., a Delaware corporation.

Dated 2004 GEFA International Holdings, Inc. and GE Capital Corporation Framework Agreement
Genworth Financial Inc • March 3rd, 2004 • Life insurance
INTELLECTUAL PROPERTY CROSS LICENSE
Intellectual Property Cross License • March 3rd, 2004 • Genworth Financial Inc • Life insurance • New York

This INTELLECTUAL PROPERTY CROSS LICENSE (“Agreement”) dated as of , 2004, is entered into by GENERAL ELECTRIC COMPANY, a New York corporation (“GE”) and GENWORTH FINANCIAL, INC., a Delaware corporation (“Genworth”). GE and Genworth are sometimes referred to herein as a “party” or collectively as the “parties”.

This LIABILITY AND PORTFOLIO MANAGEMENT AGREEMENT, dated as of January 1, 2004 (this “Agreement”), between [Subsidiary], a New York limited liability company (the “Company”) and GENWORTH FINANCIAL ASSET MANAGEMENT, LLC, a Virginia limited liability...
Liability and Portfolio Management Agreement • March 3rd, 2004 • Genworth Financial Inc • Life insurance • New York

Manager shall comply with Section 2.04 hereof and the Listed Obligations and shall prepare all reports relating to the Company as are necessary or desirable for compliance with the Sarbanes-Oxley Act of 2002 and any other financial reporting requirements of the Company under applicable law and external regulation. Thirty (30) days or such shorter or longer period as is specified by the applicable accounting firm or regulatory body to allow for compliance with the applicable regulatory or disclosure requirement.

Time is Money Join Law Insider Premium to draft better contracts faster.