Common use of Assignment of Agreements Clause in Contracts

Assignment of Agreements. (a) In connection with the Transfers, MSG and/or its Affiliates shall enter into assignment agreements pursuant to which certain rights and obligations of MSG and/or its Affiliates (in each case, an “MSG Assignor”) will be assigned to, and accepted and assumed by, Spinco and/or its Affiliates (in each case a “Spinco Assignee”), in each case effective at or prior to the Effective Time. Unless otherwise agreed in the relevant assignment agreement, the relevant MSG Assignor shall be entitled to the benefits of and be responsible for all Liabilities under each such agreement that relate to all periods of time prior to the Effective Time (each such Liability, an “MSG Retained Contract Liability”) and the relevant Spinco Assignee shall be entitled to the benefits of and be responsible for all Liabilities relating to all periods of time after the Effective Time (each such Liability, a “Spinco Assumed Contract Liability”). (b) In connection with the Transfers, Spinco and/or its Affiliates shall enter into assignment agreements pursuant to which rights and obligations of Spinco and/or its Affiliates (in each case, an “Spinco Assignor”) will be assigned to, and accepted and assumed by, MSG and/or its Affiliates (in each case an “MSG Assignee”), in each case effective as of the Effective Time. Unless otherwise agreed in the relevant assignment agreement, the relevant Spinco Assignor shall be entitled to the benefits of and be responsible for all Liabilities under each such agreement that relate to all periods of time prior to the Effective Time (each such Liability, a “Spinco Retained Contract Liability”) and the relevant MSG Assignee shall be entitled to the benefits and responsible for all Liabilities relating to all periods of time after the Effective Time (each such Liability, an “MSG Assumed Contract Liability”).

Appears in 4 contracts

Samples: Distribution Agreement (MSG Entertainment Spinco, Inc.), Distribution Agreement (Madison Square Garden Co), Distribution Agreement (MSG Entertainment Spinco, Inc.)

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Assignment of Agreements. (a) In connection with the Transfers, MSG Entertainment and/or its Affiliates shall enter into assignment agreements pursuant to which certain rights and obligations of MSG Entertainment and/or its Affiliates (in each case, an “MSG Entertainment Assignor”) will be assigned to, and accepted and assumed by, Spinco and/or its Affiliates (in each case a “Spinco Assignee”), in each case effective at or prior to the Effective Time. Unless otherwise agreed in the relevant assignment agreement, the relevant MSG Entertainment Assignor shall be entitled to the benefits of and be responsible for all Liabilities under each such agreement that relate to all periods of time prior to the Effective Time (each such Liability, an “MSG Entertainment Retained Contract Liability”) and the relevant Spinco Assignee shall be entitled to the benefits of and be responsible for all Liabilities relating to all periods of time after the Effective Time (each such Liability, a “Spinco Assumed Contract Liability”). (b) In connection with the Transfers, Spinco and/or its Affiliates shall enter into assignment agreements pursuant to which rights and obligations of Spinco and/or its Affiliates (in each case, an “Spinco Assignor”) will be assigned to, and accepted and assumed by, MSG Entertainment and/or its Affiliates (in each case an “MSG Entertainment Assignee”), in each case effective as of the Effective Time. Unless otherwise agreed in the relevant assignment agreement, the relevant Spinco Assignor shall be entitled to the benefits of and be responsible for all Liabilities under each such agreement that relate to all periods of time prior to the Effective Time (each such Liability, a “Spinco Retained Contract Liability”) and the relevant MSG Entertainment Assignee shall be entitled to the benefits and responsible for all Liabilities relating to all periods of time after the Effective Time (each such Liability, an “MSG Entertainment Assumed Contract Liability”).

Appears in 3 contracts

Samples: Distribution Agreement (MSGE Spinco, Inc.), Distribution Agreement (Madison Square Garden Entertainment Corp.), Distribution Agreement (MSGE Spinco, Inc.)

Assignment of Agreements. (a) In connection with the Transfers, MSG Networks and/or its Affiliates shall enter into assignment agreements pursuant to which certain rights and obligations of MSG Networks and/or its Affiliates (in each case, an “MSG Networks Assignor”) will be assigned to, and accepted and assumed by, by Spinco and/or its Affiliates (in each case a “Spinco Assignee”), in each case effective at or prior to the Effective Time. Unless otherwise agreed in the relevant assignment agreement, the relevant MSG Networks Assignor shall be entitled to the benefits of and be responsible for all Liabilities under each such agreement that relate to all periods of time prior to the Effective Time (each such Liability, an “MSG Networks Retained Contract Liability”) and the relevant Spinco Assignee shall be entitled to the benefits of and be responsible for all Liabilities relating to all periods of time after the Effective Time (each such Liability, a “Spinco Assumed Contract Liability”). (b) In connection with the Transfers, Spinco and/or its Affiliates shall enter into assignment agreements pursuant to which rights and obligations of Spinco and/or its Affiliates (in each case, an “Spinco Assignor”) will be assigned to, and accepted and assumed by, by MSG Networks and/or its Affiliates (in each case an “MSG Networks Assignee”), in each case effective as of the Effective Time. Unless otherwise agreed in the relevant assignment agreement, the relevant Spinco Assignor shall be entitled to the benefits of and be responsible for all Liabilities under each such agreement that relate to all periods of time prior to the Effective Time (each such Liability, a “Spinco Retained Contract Liability”) and the relevant MSG Networks Assignee shall be entitled to the benefits and responsible for all Liabilities relating to all periods of time after the Effective Time (each such Liability, an “MSG Networks Assumed Contract Liability”).

Appears in 2 contracts

Samples: Distribution Agreement (Madison Square Garden Co), Distribution Agreement (MSG Spinco, Inc.)

Assignment of Agreements. (a) In connection with the Transfers, MSG Networks and/or its Affiliates shall enter into assignment agreements pursuant to which certain rights and obligations of MSG Networks and/or its Affiliates (in each case, an “MSG Networks Assignor”) will be assigned to, and accepted and assumed by, by Spinco and/or its Affiliates (in each case a “Spinco Assignee”), in each case effective at or prior to as of the Effective Time. Unless otherwise agreed in the relevant assignment agreement, the relevant MSG Networks Assignor shall be entitled to the benefits of and be responsible for all Liabilities under each such agreement that relate to all periods of time prior to the Effective Time (each such Liability, an “MSG Networks Retained Contract Liability”) and the relevant Spinco Assignee shall be entitled to the benefits of and be responsible for all Liabilities relating to all periods of time after the Effective Time (each such Liability, a “Spinco Assumed Contract Liability”). (b) In connection with the Transfers, Spinco and/or its Affiliates shall enter into assignment agreements pursuant to which rights and obligations of Spinco and/or its Affiliates (in each case, an “Spinco Assignor”) will be assigned to, and accepted and assumed by, by MSG Networks and/or its Affiliates (in each case an “MSG Networks Assignee”), in each case effective as of the Effective Time. Unless otherwise agreed in the relevant assignment agreement, the relevant Spinco Assignor shall be entitled to the benefits of and be responsible for all Liabilities under each such agreement that relate to all periods of time prior to the Effective Time (each such Liability, a “Spinco Retained Contract Liability”) and the relevant MSG Networks Assignee shall be entitled to the benefits and responsible for all Liabilities relating to all periods of time after the Effective Time (each such Liability, an “MSG Networks Assumed Contract Liability”).

Appears in 1 contract

Samples: Distribution Agreement (MSG Spinco, Inc.)

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Assignment of Agreements. (a) In connection with the Transfers, MSG Networks and/or its Affiliates shall enter into assignment agreements pursuant to which certain rights and obligations of MSG Networks and/or its Affiliates (in each case, an MSG AssignorNetworks Assignor ”) will be assigned to, and accepted and assumed by, by Spinco and/or its Affiliates (in each case a Spinco AssigneeAssignee ”), in each case effective at or prior to the Effective Time. Unless otherwise agreed in the relevant assignment agreement, the relevant MSG Networks Assignor shall be entitled to the benefits of and be responsible for all Liabilities under each such agreement that relate to all periods of time prior to the Effective Time (each such Liability, an MSG Networks Retained Contract LiabilityLiability ”) and the relevant Spinco Assignee shall be entitled to the benefits of and be responsible for all Liabilities relating to all periods of time after the Effective Time (each such Liability, a “Spinco Assumed Contract LiabilityLiability ”). (b) In connection with the Transfers, Spinco and/or its Affiliates shall enter into assignment agreements pursuant to which rights and obligations of Spinco and/or its Affiliates (in each case, an Spinco AssignorAssignor ”) will be assigned to, and accepted and assumed by, by MSG Networks and/or its Affiliates (in each case an MSG AssigneeNetworks Assignee ”), in each case effective as of the Effective Time. Unless otherwise agreed in the relevant assignment agreement, the relevant Spinco Assignor shall be entitled to the benefits of and be responsible for all Liabilities under each such agreement that relate to all periods of time prior to the Effective Time (each such Liability, a Spinco Retained Contract LiabilityLiability ”) and the relevant MSG Networks Assignee shall be entitled to the benefits and responsible for all Liabilities relating to all periods of time after the Effective Time (each such Liability, an MSG Networks Assumed Contract LiabilityLiability ”).

Appears in 1 contract

Samples: Distribution Agreement (Madison Square Garden Entertainment Corp.)

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