Common use of Transfer of Contributed Assets and Assumption of Contributed Liabilities Clause in Contracts

Transfer of Contributed Assets and Assumption of Contributed Liabilities. (a) On the Separation Date and subject to Section 2.09 hereof, immediately prior to consummation of the transactions contemplated in Section 2.01(b), the LLC shall acquire from DW Funding all of DW Funding's right, title and interest in all Animated Film Assets, in each case, free from any encumbrances in connection with the Film Securitization Facility and all related Liabilities. (b) On the Separation Date and subject to Section 2.09 hereof, (i) the LLC shall contribute, assign, transfer, convey and deliver to DWA LLC, and shall cause its applicable Subsidiaries to contribute, assign, transfer, convey and deliver to DWA LLC, an undivided 99% interest in all of the LLC's and such Subsidiaries' respective rights, titles and interests in and to all Contributed Assets not then held by DWA LLC or PDI, (ii) the LLC shall contribute, assign, transfer, convey and deliver to DW Inc, and shall cause its applicable Subsidiaries to contribute, assign, transfer, convey and deliver to DWA LLC, an undivided 1% interest in all of the LLC's and such Subsidiaries' respective rights, titles and interests in and to all Contributed Assets not then held by DWA LLC or PDI and (iii) DW Inc shall subsequently contribute, assign, transfer, convey and deliver to DWA LLC its undivided 1% interest in the Contributed Assets received in subparagraph (ii) to DWA LLC. (c) On the Separation Date, DWA LLC shall assume, and agree to pay, perform, satisfy and discharge on a timely basis all of the Contributed Liabilities (other than any Excluded Liability) in accordance with their respective terms, regardless of (i) when or where such Liabilities arose or arise, (ii) whether the facts on which they are based occurred on, prior to or subsequent to the Separation Date, (iii) where or against whom such Liabilities are asserted or determined, (iv) whether asserted or determined on, prior to or subsequent to the Separation Date or (v) whether arising from or alleged to arise from negligence, recklessness, violation of law, fraud or misrepresentation by any Person in the LLC Group, provided, however, that the foregoing clause (v) shall not limit the rights of DWA LLC or the Corporation to make a claim against any Person in the LLC Group for Liabilities suffered by any person in the Corporation Group as a direct result of such actions on the part of a Person in the LLC Group after the Separation Date and the Corporation shall be obligated for Shared Contract Liabilities only as set forth in Section 2.01(d). It is mutually agreed by the parties hereto that, solely with respect to the assumption by DWA LLC of the Revolver Debt and the indebtedness assumed by the Corporation pursuant to the Animated Film Assumption Agreement, the Administrative Agent (on behalf of the lenders party to the LLC Credit Facility) is a third-party beneficiary of this Section 2.01(c) and the provisions of this Section 2.01(c) may not be amended without the prior written consent of the Administrative Agent (on behalf of the lenders party to the LLC Credit Facility). (d) On and after the Separation Date, the LLC shall make available to the Corporation Group the benefits and rights under each LLC Shared Contract to the extent such benefits and rights have historically been provided to the Animation Motion Picture Business; provided that (i) no Person in the Corporation Group shall take any action, or refrain from taking any action, if (A) such action or inaction is reasonably likely to or does result in a breach on the part of any Person in the LLC Group under any LLC Shared Contract and (B) such Person in the Corporation Group would otherwise be obligated to take or not take such action under the LLC Shared Contract had such Person become severally liable under the LLC Shared Contract on the Separation Date, (ii) each Person in the Corporation Group shall cooperate with the LLC and, at the LLC's request, take such actions that are reasonably necessary or desirable to ensure that the LLC is able to perform its obligations constituting Shared Contract Liabilities under such LLC Shared Contract and (iii) to the extent any Liability under an LLC Shared Contract is either (x) specifically allocated to the Animated Motion Picture Business or (y) related to the benefits and rights made available to the Corporation Group under such LLC Shared Contract, such Shared Contract Liabilities shall be, as between the LLC and the Corporation, the responsibility of the Corporation. It is understood that, unless otherwise mutually agreed, there will not be a novation or assignment of the Shared Contract Liabilities and that the Corporation shall perform its obligations hereunder by taking all such actions as are reasonably necessary or desirable to ensure that the LLC is able to perform all of the obligations constituting Shared Contract Liabilities under each LLC Shared Contract. (e) On and after the Separation Date, the Corporation shall make available to the LLC Group the benefits and rights under each Corporation Shared Contract to the extent such benefits and rights have historically been provided to the LLC Group; provided that (i) no Person in the LLC Group shall take any action, or refrain from taking any action, if (A) such action or inaction is reasonably likely to or does result in a breach on the part of any Person in the Corporation Group under any Corporation Shared Contract and (B) such Person in the LLC Group would otherwise be obligated to take or not take such action under the Corporation Shared Contract had such Person become severally liable under the Corporation Shared Contract on the Separation Date, (ii) each Person in the LLC Group shall cooperate with the Corporation and, at the Corporation's request, take such actions that are reasonably necessary or desirable to ensure that the Corporation is able to perform its obligations constituting Shared Contract Liabilities under such Corporation Shared Contract and (iii) to the extent any Liability under a Corporation Shared Contract is either (x) specifically allocated to the LLC Group or (y) related to the benefits and rights made available to the LLC Group under such Corporation Shared Contract, such Corporation Shared Contract Liabilities shall be, as between the LLC and the Corporation, the responsibility of the LLC. It is understood that, unless otherwise mutually agreed, there will not be a novation or assignment of the Corporation Shared Contract Liabilities and that the LLC shall perform its obligations hereunder by taking all such actions as are reasonably necessary or desirable to ensure that the Corporation is able to perform all of the obligations constituting Shared Contract Liabilities under each Corporation Shared Contract.

Transfer of Contributed Assets and Assumption of Contributed Liabilities. (a) On the Separation Date and subject to Section 2.09 hereof, immediately prior to consummation of the transactions contemplated in Section 2.01(b), the LLC shall acquire from DW Funding all of DW Funding's ’s right, title and interest in all Animated Film Assets, in each case, free from any encumbrances in connection with the Film Securitization Facility and all related Liabilities. (b) . On the Separation Date and subject to Section 2.09 hereof, (i) the LLC shall contribute, assign, transfer, convey and deliver to DWA LLC, and shall cause its applicable Subsidiaries to contribute, assign, transfer, convey and deliver to DWA LLC, an undivided 99% interest in all of the LLC's ’s and such Subsidiaries' ’ respective rights, titles and interests in and to all Contributed Assets not then held by DWA LLC or PDI, (ii) the LLC shall contribute, assign, transfer, convey and deliver to DW Inc, and shall cause its applicable Subsidiaries to contribute, assign, transfer, convey and deliver to DWA LLC, an undivided 1% interest in all of the LLC's ’s and such Subsidiaries' ’ respective rights, titles and interests in and to all Contributed Assets not then held by DWA LLC or PDI and (iii) DW Inc shall subsequently contribute, assign, transfer, convey and deliver to DWA LLC its undivided 1% interest in the Contributed Assets received in subparagraph (ii) to DWA LLC. (c) . On the Separation Date, DWA LLC shall assume, and agree to pay, perform, satisfy and discharge on a timely basis all of the Contributed Liabilities (other than any Excluded Liability) in accordance with their respective terms, regardless of (i) when or where such Liabilities arose or arise, (ii) whether the facts on which they are based occurred on, prior to or subsequent to the Separation Date, (iii) where or against whom such Liabilities are asserted or determined, (iv) whether asserted or determined on, prior to or subsequent to the Separation Date or (v) whether arising from or alleged to arise from negligence, recklessness, violation of law, fraud or misrepresentation by any Person in the LLC Group, provided, however, that the foregoing clause (v) shall not limit the rights of DWA LLC or the Corporation to make a claim against any Person in the LLC Group for Liabilities suffered by any person in the Corporation Group as a direct result of such actions on the part of a Person in the LLC Group after the Separation Date and the Corporation shall be obligated for Shared Contract Liabilities only as set forth in Section 2.01(d). It is mutually agreed by the parties hereto that, solely with respect to the assumption by DWA LLC of the Revolver Debt and the indebtedness assumed by the Corporation pursuant to the Animated Film Assumption AgreementAgreement (collectively, the “Revolver Debt Assumption”), the Administrative Agent (on behalf of the lenders party to the LLC Credit Facility) is a third-party beneficiary of this Section 2.01(c) and the provisions of this Section 2.01(c) may not be amended without the prior written consent of the Administrative Agent (on behalf of the lenders party to the LLC Credit Facility). (d) . On and after the Separation Date, the LLC shall make available to the Corporation Group the benefits and rights under each LLC Shared Contract to the extent such benefits and rights have historically been provided to the Animation Motion Picture Business; provided that (i) no Person in the Corporation Group shall take any action, or refrain from taking any action, if (A) such action or inaction is reasonably likely to or does result in a breach on the part of any Person in the LLC Group under any LLC Shared Contract and (B) such Person in the Corporation Group would otherwise be obligated to take or not take such action under the LLC Shared Contract had such Person become severally liable under the LLC Shared Contract on the Separation Date, (ii) each Person in the Corporation Group shall cooperate with the LLC and, at the LLC's ’s request, take such actions that are reasonably necessary or desirable to ensure that the LLC is able to perform its obligations constituting Shared Contract Liabilities under such LLC Shared Contract and (iii) to the extent any Liability under an LLC Shared Contract is either (x) specifically allocated to the Animated Motion Picture Business or (y) related to the benefits and rights made available to the Corporation Group under such LLC Shared Contract, such Shared Contract Liabilities shall be, as between the LLC and the Corporation, the responsibility of the Corporation. It is understood that, unless otherwise mutually agreed, there will not be a novation or assignment of the Shared Contract Liabilities and that the Corporation shall perform its obligations hereunder by taking all such actions as are reasonably necessary or desirable to ensure that the LLC is able to perform all of the obligations constituting Shared Contract Liabilities under each LLC Shared Contract. (e) . On and after the Separation Date, the Corporation shall make available to the LLC Group the benefits and rights under each Corporation Shared Contract to the extent such benefits and rights have historically been provided to the LLC Group; provided that (i) no Person in the LLC Group shall take any action, or refrain from taking any action, if (A) such action or inaction is reasonably likely to or does result in a breach on the part of any Person in the Corporation Group under any Corporation Shared Contract and (B) such Person in the LLC Group would otherwise be obligated to take or not take such action under the Corporation Shared Contract had such Person become severally liable under the Corporation Shared Contract on the Separation Date, (ii) each Person in the LLC Group shall cooperate with the Corporation and, at the Corporation's ’s request, take such actions that are reasonably necessary or desirable to ensure that the Corporation is able to perform its obligations constituting Shared Contract Liabilities under such Corporation Shared Contract and (iii) to the extent any Liability under a Corporation Shared Contract is either (x) specifically allocated to the LLC Group or (y) related to the benefits and rights made available to the LLC Group under such Corporation Shared Contract, such Corporation Shared Contract Liabilities shall be, as between the LLC and the Corporation, the responsibility of the LLC. It is understood that, unless otherwise mutually agreed, there will not be a novation or assignment of the Corporation Shared Contract Liabilities and that the LLC shall perform its obligations hereunder by taking all such actions as are reasonably necessary or desirable to ensure that the Corporation is able to perform all of the obligations constituting Shared Contract Liabilities under each Corporation Shared Contract.

Transfer of Contributed Assets and Assumption of Contributed Liabilities. (a) On the Separation Date and subject to Section 2.09 hereof, immediately prior to consummation of the transactions contemplated in Section 2.01(b), the LLC shall acquire from DW Funding all of DW Funding's right, title and interest in all Animated Film Assets, in each case, free from any encumbrances in connection with the Film Securitization Facility and all related LiabilitiesFacility. (b) On the Separation Date and subject to Section 2.09 hereof, (i) the LLC shall contribute, assign, transfer, convey and deliver to DWA LLC, and shall cause its applicable Subsidiaries to contribute, assign, transfer, convey and deliver to DWA LLC, an undivided 99% interest in all of the LLC's and such Subsidiaries' respective rights, titles and interests in and to all Contributed Assets not then held by DWA LLC or PDI, (ii) the LLC shall contribute, assign, transfer, convey and deliver to DW Inc, and shall cause its applicable Subsidiaries to contribute, assign, transfer, convey and deliver to DWA LLC, an undivided 1% interest in all of the LLC's and such Subsidiaries' respective rights, titles and interests in and to all Contributed Assets not then held by DWA LLC or PDI and (iii) DW Inc shall subsequently contribute, assign, transfer, convey and deliver to DWA LLC its undivided 1% interest in the Contributed Assets received in subparagraph (ii) to DWA LLC. (c) On the Separation Date, DWA LLC shall assume, and agree to pay, perform, satisfy and discharge on a timely basis all of the Contributed Liabilities (other than any Excluded Liability) in accordance with their respective terms, regardless of (i) when or where such Liabilities arose or arise, (ii) whether the facts on which they are based occurred on, prior to or subsequent to the Separation Date, (iii) where or against whom such Liabilities are asserted or determined, (iv) whether asserted or determined on, prior to or subsequent to the Separation Date or (v) whether arising from or alleged to arise from negligence, recklessness, violation of law, fraud or misrepresentation by any Person in the LLC Group, provided, however, that the foregoing clause (v) shall not limit the rights of DWA LLC or the Corporation to make a claim against any Person in the LLC Group for Liabilities suffered by any person in the Corporation Group as a direct result of such actions on the part of a Person in the LLC Group after the Separation Date and the Corporation shall be obligated for Shared Contract Liabilities only as set forth in Section 2.01(d). It is mutually agreed by the parties hereto that, solely with respect to the assumption by DWA LLC of the Revolver Debt and the indebtedness assumed by the Corporation pursuant to the Animated Film Assumption Agreement, the Administrative Agent (on behalf of the lenders party to the LLC Credit Facility) is a third-party beneficiary of this Section 2.01(c) and the provisions of this Section 2.01(c) may not be amended without the prior written consent of the Administrative Agent (on behalf of the lenders party to the LLC Credit Facility). (d) On and after the Separation Date, the LLC shall make available to the Corporation Group the benefits and rights under each LLC Shared Contract to the extent such benefits and rights have historically been provided to the Animation Motion Picture Business; provided that (i) no Person in the Corporation Group shall take any action, or refrain from taking any action, if (A) such action or inaction is reasonably likely to or does result in a breach on the part of any Person in the LLC Group under any LLC Shared Contract and (B) such Person in the Corporation Group would otherwise be obligated to take or not take such action under the LLC Shared Contract had such Person become severally liable under the LLC Shared Contract on the Separation Date, (ii) each Person in the Corporation Group shall cooperate with the LLC and, at the LLC's request, take such actions that are reasonably necessary or desirable to ensure that the LLC is able to perform its obligations constituting Shared Contract Liabilities under such LLC Shared Contract and (iii) to the extent any Liability under an LLC Shared Contract is either (x) specifically allocated to the Animated Motion Picture Business or (y) related to the benefits and rights made available to the Corporation Group under such LLC Shared Contract, such Shared Contract Liabilities shall be, as between the LLC and the Corporation, the responsibility of the Corporation. It is understood that, unless otherwise mutually agreed, there will not be a novation or assignment of the Shared Contract Liabilities and that the Corporation shall perform its obligations hereunder by taking all such actions as are reasonably necessary or desirable to ensure that the LLC is able to perform all of the obligations constituting Shared Contract Liabilities under each LLC Shared Contract. (e) On and after the Separation Date, the Corporation shall make available to the LLC Group the benefits and rights under each Corporation Shared Contract to the extent such benefits and rights have historically been provided to the LLC Group; provided that (i) no Person in the LLC Group shall take any action, or refrain from taking any action, if (A) such action or inaction is reasonably likely to or does result in a breach on the part of any Person in the Corporation Group under any Corporation Shared Contract and (B) such Person in the LLC Group would otherwise be obligated to take or not take such action under the Corporation Shared Contract had such Person become severally liable under the Corporation Shared Contract on the Separation Date, (ii) each Person in the LLC Group shall cooperate with the Corporation and, at the Corporation's request, take such actions that are reasonably necessary or desirable to ensure that the Corporation is able to perform its obligations constituting Shared Contract Liabilities under such Corporation Shared Contract and (iii) to the extent any Liability under a Corporation Shared Contract is either (x) specifically allocated to the LLC Group or (y) related to the benefits and rights made available to the LLC Group under such Corporation Shared Contract, such Corporation Shared Contract Liabilities shall be, as between the LLC and the Corporation, the responsibility of the LLC. It is understood that, unless otherwise mutually agreed, there will not be a novation or assignment of the Corporation Shared Contract Liabilities and that the LLC shall perform its obligations hereunder by taking all such actions as are reasonably necessary or desirable to ensure that the Corporation is able to perform all of the obligations constituting Shared Contract Liabilities under each Corporation Shared Contract.

Transfer of Contributed Assets and Assumption of Contributed Liabilities. (a) On the Separation Date and subject to Section 2.09 hereof, immediately prior to consummation of the transactions contemplated in Section 2.01(b), the LLC shall acquire from DW Funding all of DW Funding's right, title and interest in all Animated Film Assets, in each case, free from any encumbrances in connection with the Film Securitization Facility and all related LiabilitiesFacility. (b) On the Separation Date and subject to Section 2.09 hereof, (i) the LLC shall contribute, assign, transfer, convey and deliver to DWA LLC, and shall cause its applicable Subsidiaries to contribute, assign, transfer, convey and deliver to DWA LLC, an undivided 99% interest in all of the LLC's and such Subsidiaries' respective rights, titles and interests in and to all Contributed Assets not then held by DWA LLC or PDI, PDI and (ii) the LLC shall contribute, assign, transfer, convey and deliver to DW Inc, and shall cause its applicable Subsidiaries to contribute, assign, transfer, convey and deliver to DWA LLC, an undivided 1% interest in all of the LLC's and such Subsidiaries' respective rights, titles and interests in and to all Contributed Assets not then held by DWA LLC or PDI and (iii) DW Inc shall subsequently contribute, assign, transfer, convey and deliver to DWA LLC its undivided 1% interest in the Contributed Assets received in subparagraph (ii) to DWA LLC. (c) On the Separation Date, DWA LLC shall assume, and agree to pay, perform, satisfy and discharge on a timely basis all of the Contributed Liabilities (other than any Excluded Liability) in accordance with their respective terms, regardless of (i) when or where such Liabilities arose or arise, (ii) whether the facts on which they are based occurred on, prior to or subsequent to the Separation Date, (iii) where or against whom such Liabilities are asserted or determined, (iv) whether asserted or determined on, prior to or subsequent to the Separation Date or (v) whether arising from or alleged to arise from negligence, recklessness, violation of law, fraud or misrepresentation by any Person in the LLC Group, provided, however, that the foregoing clause (v) shall not limit the rights of DWA LLC or the Corporation to make a claim against any Person in the LLC Group for Liabilities suffered by any person in the Corporation Group as a direct result of such actions on the part of a Person in the LLC Group after the Separation Date and the Corporation shall be obligated for Shared Contract Liabilities only as set forth in Section 2.01(d). It is mutually agreed by the parties hereto that, solely with respect to the assumption by DWA LLC of the Revolver Debt and the indebtedness assumed by the Corporation pursuant to the Animated Film Assumption Agreement, the Administrative Agent (on behalf of the lenders party to the LLC Credit Facility) is a third-party beneficiary of this Section 2.01(c) and the provisions of this Section 2.01(c) may not be amended without the prior written consent of the Administrative Agent (on behalf of the lenders party to the LLC Credit Facility). (d) On and after the Separation Date, the LLC shall make available to the Corporation Group the benefits and rights under each LLC Shared Contract to the extent such benefits and rights have historically been provided to the Animation Motion Picture Business; provided that (i) no Person in the Corporation Group shall take any action, or refrain from taking any action, if (A) such action or inaction is reasonably likely to or does result in a breach on the part of any Person in the LLC Group under any LLC Shared Contract and (B) such Person in the Corporation Group would otherwise be obligated to take or not take such action under the LLC Shared Contract had such Person become severally liable under the LLC Shared Contract on the Separation Date, (ii) each Person in the Corporation Group shall cooperate with the LLC and, at the LLC's request, take such actions that are reasonably necessary or desirable to ensure that the LLC is able to perform its obligations constituting Shared Contract Liabilities under such LLC Shared Contract and (iii) to the extent any Liability under an LLC Shared Contract is either (x) specifically allocated to the Animated Motion Picture Business or (y) related to the benefits and rights made available to the Corporation Group under such LLC Shared Contract, such Shared Contract Liabilities shall be, as between the LLC and the Corporation, the responsibility of the Corporation. It is understood that, unless otherwise mutually agreed, there will not be a novation or assignment of the Shared Contract Liabilities and that the Corporation shall perform its obligations hereunder by taking all such actions as are reasonably necessary or desirable to ensure that the LLC is able to perform all of the obligations constituting Shared Contract Liabilities under each LLC Shared Contract. (e) On and after the Separation Date, the Corporation shall make available to the LLC Group the benefits and rights under each Corporation Shared Contract to the extent such benefits and rights have historically been provided to the LLC Group; provided that (i) no Person in the LLC Group shall take any action, or refrain from taking any action, if (A) such action or inaction is reasonably likely to or does result in a breach on the part of any Person in the Corporation Group under any Corporation Shared Contract and (B) such Person in the LLC Group would otherwise be obligated to take or not take such action under the Corporation Shared Contract had such Person become severally liable under the Corporation Shared Contract on the Separation Date, (ii) each Person in the LLC Group shall cooperate with the Corporation and, at the Corporation's request, take such actions that are reasonably necessary or desirable to ensure that the Corporation is able to perform its obligations constituting Shared Contract Liabilities under such Corporation Shared Contract and (iii) to the extent any Liability under a Corporation Shared Contract is either (x) specifically allocated to the LLC Group or (y) related to the benefits and rights made available to the LLC Group under such Corporation Shared Contract, such Corporation Shared Contract Liabilities shall be, as between the LLC and the Corporation, the responsibility of the LLC. It is understood that, unless otherwise mutually agreed, there will not be a novation or assignment of the Corporation Shared Contract Liabilities and that the LLC shall perform its obligations hereunder by taking all such actions as are reasonably necessary or desirable to ensure that the Corporation is able to perform all of the obligations constituting Shared Contract Liabilities under each Corporation Shared Contract.