Common use of Transfer of Splitco Assets and Splitco Businesses; Assumption of Splitco Liabilities Clause in Contracts

Transfer of Splitco Assets and Splitco Businesses; Assumption of Splitco Liabilities. On the terms and subject to the conditions of this Agreement, and in furtherance of the Restructuring and the Split-Off Transactions: (a) Liberty Media, by no later than immediately before the Effective Time, shall (i) cause all of its (or its Subsidiaries’) rights, title and interest in and to all of the SplitCo Assets and SplitCo Businesses to be contributed, assigned, transferred, conveyed and delivered, directly or indirectly, to SplitCo, and SplitCo agrees to accept or cause to be accepted all such rights, title and interest in and to all the SplitCo Assets and SplitCo Businesses; and (ii) cause all of the SplitCo Liabilities to be assigned, directly or indirectly, to or to be incurred by, SplitCo or its Subsidiaries, and SplitCo agrees to accept, assume, perform, discharge and fulfill all of the SplitCo Liabilities in accordance with their respective terms (the transactions contemplated by clauses (i) and (ii), collectively, the “Contribution”). All SplitCo Assets and SplitCo Businesses are being transferred on an “as is, where is” basis, without any warranty or representation whatsoever on the part of Liberty Media except as otherwise expressly set forth herein or in the Restructuring Agreements or the Other Agreements (as each are defined below). (b) Upon completion of the Contribution: (i) SplitCo will own, directly or indirectly, the SplitCo Businesses and the SplitCo Assets and be subject, directly or indirectly, to the SplitCo Liabilities; and (ii) Liberty Media will continue to own, directly or indirectly, the Liberty Retained Businesses and the Liberty Retained Assets and continue to be subject, directly or indirectly, to the Liberty Retained Liabilities. (c) If, following the Effective Time: (i) any property, right or asset forming part of the SplitCo Businesses has not been transferred to SplitCo or another SplitCo Entity, Liberty Media undertakes to transfer, or procure the transfer of, such property, right or asset to SplitCo or another SplitCo Entity designated by SplitCo and reasonably acceptable to Liberty Media as soon as practicable; or (ii) any property, right or asset forming part of the Liberty Retained Businesses has been transferred to SplitCo or another SplitCo Entity, SplitCo undertakes to transfer, or procure the transfer of, such property, right or asset to Liberty Media or another Liberty Entity designated by Liberty Media and reasonably acceptable to SplitCo as soon as practicable.

Transfer of Splitco Assets and Splitco Businesses; Assumption of Splitco Liabilities. On the terms and subject to the conditions of this Agreement, and in furtherance of the Restructuring and the Split-Off Transactions: (a) Liberty Media, by no later than immediately before the Effective Time, but subject to Section 2.2 and Section 2.3 hereof, shall (i) cause all of its (or and its Subsidiaries’) rights, title and interest in and to all of the SplitCo Assets and SplitCo Businesses to be contributed, assigned, transferred, conveyed and delivered, directly or indirectly, to SplitCo, and SplitCo agrees to, or to cause its Subsidiaries to, accept or cause to be accepted all such rights, title and interest in and to all of the SplitCo Assets and SplitCo Businesses; and (ii) cause all of the SplitCo Liabilities to be assigned, directly or indirectly, to or to be incurred by, by SplitCo or its Subsidiaries, and SplitCo agrees to to, or cause its Subsidiaries to, accept, assume, perform, discharge and fulfill all of the SplitCo Liabilities in accordance with their respective terms (the transactions contemplated by clauses (i) and (ii), collectively, the “Contribution”). All SplitCo Assets and SplitCo Businesses are being transferred on an “as is, where is” basis, without any warranty or representation whatsoever on the part of Liberty Media except as otherwise expressly set forth herein or in the Restructuring Agreements Agreements, the Merger Agreement or the Other Agreements (as each are defined below)Tax Sharing Agreement. For the avoidance of doubt, in the Contribution, SplitCo shall not acquire any right, title or interest in any Liberty Retained Assets and shall not assume any Liberty Retained Liabilities. (b) Upon completion of the Contribution: (i) SplitCo will own, directly or indirectly, the SplitCo Businesses and the SplitCo Assets and be subject, directly or indirectly, to the SplitCo Liabilities; and (ii) Liberty Media will continue to own, directly or indirectly, the Liberty Retained Businesses and the Liberty Retained Assets and continue to be subject, directly or indirectly, to the Liberty Retained Liabilities. (c) If, following the Effective Time: (i) any SplitCo Asset or other property, right or asset forming part of the SplitCo Businesses has not been transferred to SplitCo or another SplitCo Entity, Liberty Media undertakes to as promptly as practicable transfer, or procure the transfer of, such property, right right, or asset to SplitCo or another SplitCo Entity designated by SplitCo and reasonably acceptable to Liberty Media as soon as practicablepracticable and for no additional consideration; or (ii) any Liberty Retained Asset, property, right or asset forming part of the Liberty Retained Businesses has been transferred to SplitCo or another SplitCo Entity, SplitCo undertakes to as promptly as practicable transfer, or procure the transfer of, such property, right or asset to Liberty Media or another Liberty Entity designated by Liberty Media and reasonably acceptable to SplitCo as soon as practicablepracticable and for no additional consideration. The parties intend that any property, right or asset that is transferred pursuant to this Section 1.2(c) shall be treated for U.S. federal income and other applicable tax purposes as having been transferred (as part of the Contribution) or assumed or retained prior to the Redemption, as the case may be, to the extent permitted by applicable Law.

Transfer of Splitco Assets and Splitco Businesses; Assumption of Splitco Liabilities. On the terms and subject to the conditions of this Agreement, and in furtherance of the Restructuring and the Split-Off TransactionsOff: (a) Liberty MediaLMC, by no later than immediately before the Effective Time, shall (i) cause all of its (or its Subsidiaries’) rights, title and interest in and to all of the SplitCo Splitco Assets and SplitCo Splitco Businesses to be contributed, assigned, transferred, conveyed and delivered, directly or indirectly, to SplitCoSplitco, and SplitCo Splitco agrees to accept or cause to be accepted all such rights, title and interest in and to all the SplitCo Splitco Assets and SplitCo Splitco Businesses; and (ii) cause all of the SplitCo Liabilities to be assigned, directly or indirectly, to or to be incurred by, SplitCo or its Subsidiaries, and SplitCo agrees to accept, assume, perform, discharge and fulfill all of the SplitCo Liabilities in accordance with their respective terms (the transactions contemplated by clauses (i) and (ii), collectively, the “Contribution”). All SplitCo Splitco Assets and SplitCo Businesses are being transferred on an “as is, where is” basis, without any warranty or representation whatsoever on the part of Liberty Media except as otherwise expressly set forth herein or in the Restructuring Agreements or the Other Agreements (as each are defined below)LMC. (b) LMC, by no later than the Effective Time, shall cause all of the Splitco Liabilities to be assigned, directly or indirectly, to Splitco, and Splitco agrees to accept, assume, perform, discharge and fulfill all of the Splitco Liabilities in accordance with their respective terms. (c) Upon completion of the Contributiontransactions contemplated by Sections 1.2(a) and (b) above: (i) SplitCo Splitco will own, directly or indirectly, the SplitCo Splitco Businesses and the SplitCo Splitco Assets and be subject, directly or indirectly, subject to the SplitCo Splitco Liabilities; and (ii) Liberty Media LMC will continue to own, directly or indirectly, the Liberty LMC Retained Businesses and the Liberty LMC Retained Assets and continue to be subject, directly or indirectly, subject to the Liberty LMC Retained Liabilities. (c) If, following the Effective Time: (i) any property, right or asset forming part of the SplitCo Businesses has not been transferred to SplitCo or another SplitCo Entity, Liberty Media undertakes to transfer, or procure the transfer of, such property, right or asset to SplitCo or another SplitCo Entity designated by SplitCo and reasonably acceptable to Liberty Media as soon as practicable; or (ii) any property, right or asset forming part of the Liberty Retained Businesses has been transferred to SplitCo or another SplitCo Entity, SplitCo undertakes to transfer, or procure the transfer of, such property, right or asset to Liberty Media or another Liberty Entity designated by Liberty Media and reasonably acceptable to SplitCo as soon as practicable.

Transfer of Splitco Assets and Splitco Businesses; Assumption of Splitco Liabilities. On the terms and subject to the conditions of this Agreement, and in furtherance of the Restructuring and the Split-Off TransactionsOff: (a) Liberty MediaLIC, by no later than immediately before the Effective Time, shall (i) cause all of its (or its Subsidiaries’) rights, title and interest in and to all of the SplitCo Splitco Assets and SplitCo Splitco Businesses to be contributed, assigned, transferred, conveyed and delivered, directly or indirectly, to SplitCoSplitco, and SplitCo Splitco agrees to accept or cause to be accepted all such rights, title and interest in and to all the SplitCo Splitco Assets and SplitCo Splitco Businesses; and (ii) cause all of the SplitCo Liabilities to be assigned, directly or indirectly, to or to be incurred by, SplitCo or its Subsidiaries, and SplitCo agrees to accept, assume, perform, discharge and fulfill all of the SplitCo Liabilities in accordance with their respective terms (the transactions contemplated by clauses (i) and (ii), collectively, the “Contribution”). All SplitCo Splitco Assets and SplitCo Businesses are being transferred on an “as is, where is” basis, without any warranty or representation whatsoever on the part of Liberty Media except as otherwise expressly set forth herein or in the Restructuring Agreements or the Other Agreements (as each are defined below)LIC. (b) LIC, by no later than immediately before the Effective Time, shall cause all of the Splitco Liabilities to be assigned, directly or indirectly, to or to be incurred by, Splitco or its Subsidiaries, and Splitco agrees to accept, assume, perform, discharge and fulfill all of the Splitco Liabilities in accordance with their respective terms. (c) Upon completion of the Contributiontransactions contemplated by Sections 1.2(a) and (b) above: (i) SplitCo Splitco will own, directly or indirectly, the SplitCo Splitco Businesses and the SplitCo Splitco Assets and be subject, directly or indirectly, subject to the SplitCo Splitco Liabilities; and (ii) Liberty Media LIC will continue to own, directly or indirectly, the Liberty LIC Retained Businesses and the Liberty LIC Retained Assets and continue to be subject, directly or indirectly, subject to the Liberty LIC Retained Liabilities. (cd) IfIn connection with the Split-Off, prior to the Effective Time, the applicable parties will execute and deliver the agreements and instruments specified in the Transaction Agreement with the effect that: (i) LIC’s rights, benefits and obligations under the Shareholders Agreement will be assigned to and assumed by Splitco; (ii) LIC’s rights, benefits and obligations under the Governance Agreement will be assigned to and assumed by Splitco; (iii) Xxxxxx will assign the proxy granted to him by LIC in the Shareholder Agreement to Splitco, effective immediately following the Effective Time: , on the terms provided in the Xxxxxx Assignment; and (iiv) any propertythe Xxxxxx Group will grant a proxy to Xxxxxx to vote their shares of Splitco Common Stock, right or asset forming part of effective immediately following the SplitCo Businesses has not been transferred Effective Time, subject to SplitCo or another SplitCo Entity, Liberty Media undertakes to transfer, or procure the transfer of, such property, right or asset to SplitCo or another SplitCo Entity designated by SplitCo terms and reasonably acceptable to Liberty Media as soon as practicable; or (ii) any property, right or asset forming part of conditions set forth in the Liberty Retained Businesses has been transferred to SplitCo or another SplitCo Entity, SplitCo undertakes to transfer, or procure the transfer of, such property, right or asset to Liberty Media or another Liberty Entity designated by Liberty Media and reasonably acceptable to SplitCo as soon as practicableXxxxxx Proxy.