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. 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. .. 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. 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. 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. Prior to the Closing but before the distribution of the Spin-Off Subsidiary's capital stock pursuant to Section 2.4(c) below, Seller will cause (i) the Company to enter into, and cause the Spin-Off Subsidiary to enter into, a Contribution, Assignment and Assumption Agreement substantially in the form attached hereto as Exhibit A (the "Contribution Agreement"), (ii) the Company to contribute to the Spin-Off Subsidiary all of its right, title and interest in and to all of the Contributed Assets pursuant to the Contribution Agreement, (iii) the Company to transfer to the Spin-Off Subsidiary each employee of the Company who provides substantially all of his or her services to or with respect to the Retained Businesses (each a "Retained Business Employee") and (iv) the Spin-Off Subsidiary to assume all of the Assumed Liabilities pursuant to the Contribution Agreement (such contribution, transfer and assumption 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. 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 and immediately prior to the Effective Time (as defined herein), Newco and the Contributing Parties will execute and deliver the Contribution and Assumption Agreement in the form of Exhibit 2.1 hereto, pursuant to which the Contributing Parties will contribute the Contributed Businesses and the Contributed West Texas LPG Pipeline Business to Newco in exchange for (A) the issuance to Chevron of 38,623,210 shares of Newco Common Stock and 7,815,363 shares of Series A Participating Preferred Stock, (B) the assumption by Newco of the Assumed Liabilities, including the assumption by Newco of the Assumed Indebtedness in the amount of $155.373 million (subject to adjustment as provided in Section 2.3); and (C) the issuance of a promissory note to the Contributing Parties in a principal amount of $134.457 million (the amount of which reflects the changes set forth in Schedule 2.1(C) hereof) and in the form of Exhibit 2.1
Contribution of Assets and Assumption of Liabilities. ..1 Section 1.2 Semiconductor Assets....................................2 Section 1.3 Semiconductor Liabilities...............................4 Section 1.4 Methods of Transfer and Assumption......................6 Section 1.5 Governmental Approvals and Consents.....................8 Section 1.6 Nonrecurring Costs and Expenses.........................8 Section 1.7 Novation of Assumed Semiconductor Liabilities...........9 ARTICLE II [INTELLECTUAL PROPERTY LICENSES........................................9
