Contribution and Assumption. (a) On or prior to the Closing Date and pursuant to the terms of the Contribution and Assumption Agreement to be entered into by the Company and Seller in the form attached hereto as Exhibit A (the “Contribution Agreement”), Seller shall contribute and transfer to the Company (together with the transactions described in Section 2.1(b) below, the “Contribution”) all of Seller’s right, title and interest in, to, and under any and all assets used exclusively in Seller’s licensing business as currently operated by Seller and any and all assets comprising the Peanuts Assets (the “Business”), whether tangible or intangible and whether fixed, contingent or otherwise, including, without limitation, the assets listed on Schedule 2.1(a)(i), the specific assets of Seller’s syndication and web business (which as a general matter are not part of the Business) listed on Schedule 2.1(a)(ii), and all of the outstanding shares of capital stock of Seller’s wholly-owned subsidiary United Media Kabushiki Kaisha, a corporation formed under the laws of Japan (“UMKK”) which owns all of the outstanding shares of capital stock of UMNet Y.K., a corporation formed under the laws of Japan (“UMNet”) (collectively, the “Business Assets”); provided, that the Business Assets shall not include the assets listed on Schedule 2.1(a)(iii) (the “Excluded Assets”).
(b) In consideration of the transactions described in (a) above, concurrently therewith and pursuant to the Contribution Agreement, the Company shall assume any and all obligations of Seller, UMKK and UMNet, arising on and after the Closing Date, under all Contracts listed on Schedule 1.02(a) of the Contribution Agreement, including, without limitation, the Contracts used exclusively in the Business (excluding the Contracts set forth as Excluded Assets on Schedule 2.1(a)(iii), but including all Contracts entered into by Seller, UMKK or UMNet after the date hereof but prior to the Closing Date in the ordinary course of the Business) (all Contracts to be so assumed, the “Business Contracts”) and only those other obligations, liabilities and claims set forth on Schedule 1.02(a) of the Contribution Agreement.
Contribution and Assumption. Section 2.1. Contribution of Assets and Assumption of Liabilities...
Contribution and Assumption. Contribution of Capital Stock, Assets and Assumption of Liabilities....................1 Section 1.2 Luminent Assets........................................................................2 Section 1.3 Excluded Assets........................................................................3 Section 1.4 Luminent Liabilities...................................................................3 Section 1.5 Methods of Transfer and Assumption.....................................................4 Section 1.6 Governmental Approvals and Consents....................................................6 Section 1.7 Nonrecurring Costs and Expenses........................................................6 Section 1.8 Novation of Assumed Luminent Liabilities...............................................6 ARTICLE II LITIGATION.......................................................................................7 Section 2.1 Allocation.............................................................................7 Section 2.2 Cooperation............................................................................8 ARTICLE III MISCELLANEOUS...................................................................................8 Section 3.1 Entire Agreement.......................................................................8 Section 3.2 Governing Law..........................................................................8 Section 3.3 Notices................................................................................8 Section 3.4 Parties in Interest....................................................................9 Section 3.5 Counterparts...........................................................................9 Section 3.6 Assignment.............................................................................9 Section 3.7 Severability...........................................................................9
Contribution and Assumption. Section 2.1 Contribution of Assets and Assumption of Liabilities..................9 Section 2.2 Methods of Transfer and Assumption....................................9 Section 2.3 Novation of Assumed Partnership Liabilities..........................10 ARTICLE III LITIGATION....................................................................11 Section 3.1 Allocation...........................................................11 Section 3.2 Cooperation..........................................................11
Contribution and Assumption. Prior to Closing, the Partnership, the Foreign Asset Transferee and the Asset Transferors shall execute the Contribution and Assumption Agreement, and the Contribution and Assumption shall be consummated in accordance with its terms.
Contribution and Assumption. Simultaneously with the execution and delivery of this agreement, (a) Dawson is hereby transferrxxx xx ITN, and ITN is acquiring from Dawson, free and clear of xxx xxaims, liens, security interests and other encumbrances, all Dawson's assets and properxxxx, xxngible and intangible, including, without limitation, all rights under agreements, and (b) ITN is hereby assuming and agreeing to pay, perform and discharge, and indemnify and hold Dawson harmless from and axxxxxx, all Dawson's liabilities and oxxxxxxxxns, actual and contingent, including liabilities and obligations under agreements, in each case that are reflected on, or expressly referred to in, Dawson's balance sheet at Xxxxx 00, 1998 and the notes to that balance sheet (which is attached to this agreement as schedule 1) (including the notes, the "Balance Sheet"), and all liabilities, and obligations that have arisen in the ordinary course of business since the date of the Balance Sheet (it being understood and agreed that ITN shall have no liability or obligation, and Dawson shall indemnify and xxxx ITN harmless from and against, all Dawson's liabilities and oxxxxxxxxns that are not reflected on, or expressly referred to in, the Balance Sheet or that have not arisen in the ordinary course of business since the date of the Balance Sheet).
Contribution and Assumption. 2.01 Contributions of the Assets and Interests. Effective as of the Contribution Effective Date: (a) Diamondback E&P hereby contributes, assigns, transfers, sets over and delivers to Rattler, for Rattler’s own use forever, all of Diamondback E&P’s right, title and interest to and in the Diamondback E&P Assets; (b) immediately thereafter, Diamondback hereby contributes, assigns, transfers, conveys and delivers the Interests to Energen; (c) immediately thereafter, Energen hereby contributes, assigns, transfers, sets over and delivers to Rattler, for Rattler’s own use forever, all of Energen’s right, title and interest to and in the Energen Assets; and (d) immediately thereafter, Rattler hereby contributes, assigns, transfers, sets over and delivers to Tall Towers the Tall Towers Assets.
Contribution and Assumption. 2 2.1 Contribution of Assets; Assumption of Liabilities......................................2 2.2 Closing of Transaction.................................................................3 2.3 Retained Pulitzer Assets and Liabilities...............................................6 2.4 Retained Herald Assets And Liabilities.................................................6 2.5 Retained PTI Assets and Liabilities....................................................7
Contribution and Assumption. In accordance with the terms of this Agreement, (a) Assignor hereby contributes the Contributed REIT Interest to the REIT, (b) Assignor hereby contributes the Contributed Assignee Interest to the Assignee and (c) the REIT hereby contributes the Contributed REIT Interest to the Assignee. In accordance with the terms of this Agreement, each of the REIT and Assignee hereby accept such contributions and expressly assumes the Contributed Interest being assigned, as applicable. Execution of this Agreement by each of the REIT and Assignee constitutes execution by each of the REIT and Assignee of the operating agreement of the Company (as amended from time to time pursuant to the terms thereof, the “Operating Agreement”).
Contribution and Assumption. 10 2.1. Contribution of eCOST Assets..................................................................10
