Contribution of Assets and Assumption of Liabilities Sample Clauses

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) 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"). (b) Newco, upon the terms and conditions set forth in this Agreement, does hereby agree to assume and faithfully perform, satisfy and fulfill in accordance with their respective terms and, at the closing provided for in Section 3 of this Agreement, will so assume, all of the Liabilities of Soft Wave set forth on EXHIBIT B1 (the "SUBJECT LIABILITIES"). For purposes of clarity, it is noted that the Subject Liabilities include the liabilities and obligations of Soft Wave under the Soft Wave Promissory Note, the Alowex Letter Agreement and the Remnant Letter Agreement. (c) In connection with the above-described transfer of the Subject Assets, subject to the Subject Liabilities, Newco shall issue to Soft Wave 159,990,000 shares of Newco Common Stock. (d) It is intended by the parties hereto that the transfer of the Subject Assets, subject to the Subject Liabilities, shall be governed by and qualify for tax-free treatment under Section 351 of the Internal Revenue Code of 1986, as amended.

Contribution of Assets and Assumption of Liabilities. On the terms and conditions hereinafter set forth, the Seller shall contribute and the Purchaser shall acquire all of the Seller's right, title and interest in and to all of the assets used in the Business (the "Contributed Assets") which are set forth on Schedule 1 of this Agreement, subject to any and all liens, claims, charges and encumbrances; provided that cash and cash equivalents will be retained by Seller. Seller shall assign, and Purchase shall assume all liabilities of the Seller, except for long-term liabilities and certain expenses as set forth in Schedule 2.

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. (b) Transfer of AMS Assets. Effective on the Transfer Date or such other date as is specified in the Separation Plan, LiveRamp shall, and shall cause the other LiveRamp Entities to, contribute, sell, assign, transfer, convey and deliver all right, title and interest in, to and under any AMS Assets that are held by such LiveRamp Entity (other than the Delayed Transfer Assets which shall be transferred as described in Section 1.1(e)) to AMS or another AMS Entity designated by AMS and AMS shall, and shall cause such other AMS Entities to, accept from any such LiveRamp Entities such right, title and interest in, to and under such AMS 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 to an AMS Entity unless such Asset is an AMS Asset. (c) Assumption of LiveRamp Liabilities. Effective on the Transfer Date or otherwise in accordance with the Separation Plan, AMS shall, and shall cause the other AMS Entities to, transfer any and all LiveRamp Liabilities held by such AMS Entity to one or more LiveRamp Entities, and the applicable LiveRamp Entities shall assume and agree to be responsible for all of the LiveRamp Liabilities (other than the Delayed Transfer Liabilities which shall be transferred and assumed as described in Section 1.1(e)), in accordance with their respective terms. The LiveRamp Enti...

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. On the terms and subject to the conditions set forth in this Agreement, at the Closing: (a) the Contributors shall, contribute, transfer, assign, convey and deliver to the Company, and the Company shall accept from the Contributors, the FCC Licenses and any and all other Assets, free and clear of all Liens (other than Permitted Liens); (b) the Company shall assume and agree to pay, discharge and perform when due all of the Assumed Liabilities; (c) the Company shall contribute, transfer, assign, convey and deliver to the Merlin License Holder, the FCC Licenses received from Emmis License Holder pursuant to Section 1.1(a), free and clear of all Liens (other than Permitted Liens); and (d) the Merlin License Holder shall assume and agree to pay, discharge and perform when due all of the Assumed Liabilities assumed from Emmis License Holder.

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"): 2.1.1. all of the accounts receivable of Gemini as at the Closing Date (the "Gemini Accounts Receivable"); 2.1.2. all of the inventory of finished goods, work in process, raw materials, and supplies of Gemini as at the Closing Date (the "Gemini Inventory"); 2.1.3. all real property leases to which Gemini is a party as at the Closing Date (the "Gemini Leases"); 2.1.4. all machinery, equipment, furniture, fixtures, tools, leasehold improvements, telephone systems, computer systems and other fixed assets that are owned by Gemini as at the Closing Date (the "Gemini Equipment"); 2.1.5. all vehicles owned by Gemini as at the Closing Date (the "Gemini Vehicles"); 2.1.6. all of the Intellectual Property that is owned or licensed by Gemini as at the Closing Date (the "Gemini Intellectual Property"); 2.1.7. all customer orders of Gemini as at the Closing Date (the "Gemini Customer Orders"); 2.1.8. all orders for supplies and services of Gemini as at the Closing Date (the "Gemini Purchase Orders"); 2.1.9. all Licenses of Gemini that are assignable to the Partnership (the "Gemini Assigned Licenses"); 2.1.10. all Contracts to which Gemini is a party and not otherwise described in this Section 2.1 (the "Other Gemini Contracts"); 2.1.11. all Books and Records of Gemini (the "Gemini Books and Records"); and 2.1.12. all other Assets and Properties of any kind of Gemini, including without limitation, packing materials, goodwill, unemployment tax reserves, the telephone numbers of Gemini, the telecopy numbers of Gemini, and all rights and claims against third parties with respect to the Gemini Contributed Assets, including all rights under warranties. 2.2. Subject to and upon the terms and conditions set forth in this Agreement, EPi Sub will transfer, convey, assign and deliver to the Partnership and the Partnership will accept, at the Closing, all of EPi Sub's right, title and interest in and to the following properties (collectively, the "EPi Contributed Assets"): 2.2.1. all of the accounts receivable of EPi Sub as at the Closing Date (the "EPi Accounts Receivable"); 2.2.2. all of the inventory of finished goods, work in process, raw materials, and supplies...