Additional ASC Contribution. Upon the terms and subject to the conditions of this Agreement and the ASC Contribution Agreement, as of the day immediately following the Formation Date, ASC and the Partnership shall enter into the Initial ASC License Agreement, and ASC shall assign, transfer and deliver to the Partnership, its successors and assigns all of the right, title and interest of ASC in and to:
Additional ASC Contribution. Upon the terms and subject to the conditions of this Agreement and the ASC Contribution Agreement, as of the day immediately following the Formation Date, ASC and the Partnership shall enter into the Initial ASC License Agreement, and ASC shall assign, transfer and deliver to the Partnership, its successors and assigns all of the right, title and interest of ASC in and to: (i) the Copyrights and Trademarks set forth on Schedule 6.2(b)(i) attached hereto (the “ASC Copyrights and Trademarks”); (ii) certain Databases of content, including vehicle data and vehicle images, as set forth on Schedule 6.2(b)(ii) attached hereto (the “ASC Databases”); (iii) the Contracts set forth on Schedule 6.2(b)(iii) attached hereto (the “ASC Contracts”); (iv) the Software set forth on Schedule 6.2(b)(iv) attached hereto (the “ASC Software”); (v) the hardware set forth on Schedule 6.2(b)(v) (the “ASC Hardware”); 43 (vi) cash in the amount of $1.75 million, by bank draft payable to the order of the Partnership or by wire transfer of immediately available funds to an account previously designated in writing by the Partnership (which cash may be delivered on the first Business Day following the Closing Date); (vii) the assets set forth on Schedule 6.2(b)(vii) attached hereto; and (viii) any Books and Records relating to the foregoing assets described in this Section 6.2(b) (collectively, with the other assets described in this Section 6.2(b), the “ASC Assets”), including Books and Records containing such information as is necessary for the preparation for any Tax returns to be filed by the Partnership after the Closing Date or the determination of the Tax basis of the ASC Assets. ASC and the Partnership intend that the transfer and licensing of the software listed on Exhibit A attached to the Initial ASC License Agreement pursuant to the terms and condition thereof, and the transfer of the ASC Assets, be treated for all purposes as a contribution of property to a partnership in exchange for an interest in the partnership governed by Section 97(2) of the Canadian Income Tax Act for Canadian tax purposes, and constitute a contribution of property to a partnership in a transaction qualifying for nonrecognition under Section 721 of the Code for U.S. tax purposes. (c) Issuance of Units. On the day immediately following the Formation Date, ASC shall be issued 264,998 LP Units in consideration of the contribution of the ASC Assets, and the transfer and licensing of the software listed on ...
