Contribution of Assets and Assumption of Liabilities. .. 1 Section 1.2 Palm Assets............................................. 2 Section 1.3 Palm Liabilities........................................ 3 Section 1.4 The Non-US Plan......................................... 5 Section 1.5 Methods of Transfer and Assumption...................... 5 Section 1.6 Governmental Approvals and Consents..................... 6 Section 1.7 Nonrecurring Costs and Expenses......................... 7 Section 1.8 Novation of Assumed Palm Liabilities.................... 7 ARTICLE II LITIGATION........................................................ 8 Section 2.1 Allocation.............................................. 8 Section 2.2 Cooperation............................................. 8 ARTICLE III MISCELLANEOUS.................................................... 9
Contribution of Assets and Assumption of Liabilities. In accordance with the terms and upon the conditions of this Agreement, prior to the closing of the Spin Off and Merger, the Contributors will and, if necessary, will cause their Subsidiaries (other than Newco) to convey, assign, transfer and deliver to Newco, and Newco will acquire and accept, all of the Contributors' right, title and interest in and to the Aftermarket Assets not already owned by Newco (the "Contribution"), and Newco will assume the Aftermarket Liabilities for which Newco is not already liable (the "Assumption"). The transactions to be undertaken by the Contributors and Newco to accomplish the Contribution and the Assumption are outlined on Schedule 2.1.
Contribution of Assets and Assumption of Liabilities. HII and New Spinco will consummate the Contribution pursuant to the terms of, and subject to the conditions to, the Contribution Agreement, prior to the Effective Time.
Contribution of Assets and Assumption of Liabilities. (a) Transfer of LiveRamp Assets. Effective on the Transfer Date or such other date as is specified in the Separation Plan, AMS shall, and shall cause each entity set forth on Schedule 1.2(a)(i) (each such entity and AMS, an “AMS Entity”), to contribute, sell, assign, transfer, convey and deliver all right, title and interest in, to and under any LiveRamp Assets that are held by such AMS Entity (other than the Delayed Transfer Assets which shall be transferred as described in Section 1.1(e)) to LiveRamp or one or more of the entities set forth on Schedule 1.4(a)(i) designated by LiveRamp (each such entity, LiveRamp and Holdco, a “LiveRamp Entity”) and LiveRamp shall, and shall cause such other LiveRamp Entities to, accept from any such AMS Entities such right, title and interest in, to and under such LiveRamp Assets, subject to all applicable Laws and all of the relevant Transfer Documents. No term of this Agreement shall serve to transfer right, title or interest in any Asset from an AMS Entity to a LiveRamp Entity unless such Asset is a LiveRamp Asset.
Contribution of Assets and Assumption of Liabilities. Immediately prior to the Distribution and pursuant to the terms of the Distribution Agreement, AWS and Avalon will consummate the Contribution.
Contribution of Assets and Assumption of Liabilities. At the closing of the transactions contemplated hereby (the “Closing”), the Drop-Down Assets shall be transferred and conveyed, and the Liabilities shall be assumed, as set forth in that certain contribution agreement to be entered into by and among the Parties at the Closing (the “Contribution Agreement”) in substantially the form of Exhibit A attached hereto.
Contribution of Assets and Assumption of Liabilities. 2.1. Subject to and upon the terms and conditions set forth in this Agreement, Gemini will transfer, convey, assign and deliver to the Partnership and the Partnership will accept, at the Closing, all of Gemini's right, title and interest in and to the following properties (collectively, the "Gemini Contributed Assets"):
Contribution of Assets and Assumption of Liabilities. (a) On or prior to the Distribution Date, subject to Section 5.1(a), General Signal shall, or shall cause its appropriate Subsidiaries to, contribute, grant, convey, assign and otherwise transfer and deliver or cause to be Contributed to Networks all of General Signal's right, title and interest in the Contributed Assets (the "Contribution").
Contribution of Assets and Assumption of Liabilities. (a) Soft Wave, upon the terms and conditions set forth in this Agreement, does hereby agree to contribute, assign, transfer, convey and deliver to Newco, on an as-is, where-is basis, and Newco does hereby agree to accept and receive from Soft Wave, at the closing provided for in Section 3 of this Agreement, all of Soft Wave's right, title and interest in and to the assets of Soft Wave set forth on EXHIBIT A1 (the "SUBJECT ASSETS").
Contribution of Assets and Assumption of Liabilities. At the Closing and upon the terms and conditions set forth herein, the following actions shall occur:
