RECITALSContribution, Assignment and Assumption Agreement • April 13th, 2007 • Siena Technologies, Inc. • Communications services, nec • Nevada
CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENTContribution, Assignment and Assumption Agreement • March 12th, 2021 • Delaware
This CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENT, dated and effective as of November 3, 2014 (this “Agreement”), is by and among Shell Pipeline Company LP, a Delaware limited partnership (the “SPLC”), Shell Midstream Partners GP LLC, a Delaware limited liability company and the general partner (the “General Partner”) of Shell Midstream Partners, L.P., a Delaware limited partnership (“SHLX”), SHLX, Shell Midstream LP Holdings LLC, a Delaware limited liability company (“LP Holdco”), Shell Midstream Operating LLC, a Delaware limited liability company (the “OpCo LLC”), and Zydeco Pipeline Company LLC, a Delaware limited liability company (“Zydeco”).
EXHIBIT 10.1 CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENT This CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Agreement"), dated as of December 15, 2004 is made by and between Buckeye Pipe Line Company LLC, a Delaware limited liability...Contribution, Assignment and Assumption Agreement • December 20th, 2004 • Buckeye Partners L P • Pipe lines (no natural gas) • Delaware
FORM OF CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENTContribution, Assignment and Assumption Agreement • July 24th, 2015 • Philadelphia Energy Solutions Inc. • Petroleum refining • Delaware
This Contribution, Assignment and Assumption Agreement, dated as of [·], 2015 (this “Agreement”), is by and among PESC Company, LP, a Delaware limited partnership (“PESC Company”), Philadelphia Energy Solutions Inc., a Delaware corporation (“PES Inc.”), Philadelphia Energy Solutions LLC, a Delaware limited liability company (“PES LLC”), Carlyle PES, L.L.C., a Delaware limited liability company (“Carlyle PES”), PES Equity Holdings, LLC, a Delaware limited liability company (“PES Equity”), Carlyle CEOF AIV Investors Holdings, L.P., a Delaware limited partnership (“CEOF Holdings”), Carlyle CEMOF AIV Investors Holdings, L.P., a Delaware limited partnership (“CEMOF Holdings” and, together with CEOF Holdings, the “Selling Stockholders”), Carlyle Equity Opportunity GP AIV, L.P., a Delaware limited partnership (“CEOF Fund GP”), CEMOF General Partner, L.P., a Delaware limited partnership (“CEMOF Fund GP” and, together with the Selling Stockholders and CEOF Fund GP, the “Carlyle Entities”), each
EX-10.1 5 d400413dex101.htm CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENT Execution Version CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENT HI-CRUSH PARTNERS LP Dated as of August 15, 2012Contribution, Assignment and Assumption Agreement • May 5th, 2020 • Delaware
EX-10.1 4 d345519dex101.htm FORM OF CONTRIBUTION AGREEMENT FORM OF CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENT HI-CRUSH PARTNERS LP Dated as of [ ], 2012Contribution, Assignment and Assumption Agreement • May 5th, 2020 • Delaware
CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENTContribution, Assignment and Assumption Agreement • April 26th, 2016 • American Renal Associates Holdings, Inc. • Services-misc health & allied services, nec • New York
This CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”), dated as of April 20, 2016, is by and between American Renal Associates LLC, a Delaware limited liability company (“Assignor”), and Term Loan Holdings LLC, a Delaware limited liability company (“NewCo”).
CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENTContribution, Assignment and Assumption Agreement • November 1st, 2017 • BP Midstream Partners LP • Pipe lines (no natural gas) • Delaware
This Second Amended and Restated Limited Liability Company Agreement of Mardi Gras Transportation System Company LLC (the “Company”), dated effective as of , 2017 (the “Effective Date”), is entered into by and between The Standard Oil Company, an Ohio corporation (“Standard Oil”), BP Pipelines (North America) Inc., a Maine corporation (“BP Pipelines”), and BP Midstream Partners LP, a Delaware limited partnership (“BPMP”). Standard Oil, BP Pipelines and BPMP are each referred to herein as, a “Member” and collectively, as “Members” of the Company. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:
CONTRIBUTION, ASSIGNMENT, AND ASSUMPTION AGREEMENT DATED AS OF [_________], 2016 BY AND BETWEEN (as Transferor) AND HUNTING DOG CAPITAL CORP. (as Transferee) CONTRIBUTION, ASSIGNMENT, AND ASSUMPTION AGREEMENTContribution, Assignment, and Assumption Agreement • April 19th, 2017 • Hunting Dog Capital Corp. • Finance services • California
THIS CONTRIBUTION, ASSIGNMENT, AND ASSUMPTION AGREEMENT (this “Agreement”), dated as of [_______], 2016, is made by and between _________, an individual resident in the State of California (the “Transferor”), and Hunting Dog Capital Corp., a corporation organized under the laws of the State of Delaware (the “Transferee”).
AMENDED AND RESTATED CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENTContribution, Assignment and Assumption Agreement • February 25th, 2010 • Revlon Inc /De/ • Perfumes, cosmetics & other toilet preparations • New York
This AMENDED AND RESTATED CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”), dated as of October 13, 2009, by and between Revlon, Inc., a Delaware corporation (the “Company”), and MacAndrews & Forbes Holdings Inc., a Delaware corporation (“MacAndrews & Forbes,” and together with the Company, the “parties”) amends and restates the CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENT, dated as of October 8, 2009, by and between Company and MacAndrews & Forbes.
CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENTContribution, Assignment and Assumption Agreement • October 1st, 2021 • LianBio • Pharmaceutical preparations • New York
THIS CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is made on September 28, 2021 (the “Agreement Execution Date”) and effective as of August 10, 2020 (the “Agreement Effective Date”) by and among LianBio Licensing, LLC, a limited liability company organized and existing under the laws of Delaware, United States (“LianBio Licensing”), Lian Cardiovascular, an exempted company organized under the laws of the Cayman Islands (“Lian Cardiovascular”) and LianBio, an exempted company organized under the laws of the Cayman Islands (“LianBio”). Each of LianBio Licensing, Lian Cardiovascular and LianBio is referred to herein as a “Party” and, collectively, as the “Parties”.
CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENTContribution, Assignment and Assumption Agreement • July 22nd, 2013 • OCI Resources LP • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
This CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENT, dated and effective as of July 18, 2013 (this “Agreement”), is by and between OCI Wyoming Holding Co., a Delaware corporation (the “Contributor”), and OCI Resources LP, a Delaware limited partnership (“OCI MLP”).
CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENTContribution, Assignment and Assumption Agreement • October 1st, 2021 • LianBio • Pharmaceutical preparations • New York
THIS CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is made on September 28, 2021 (the “Agreement Execution Date”) and effective as of January 1, 2021 (the “Agreement Effective Date”) by and among Lian Oncology, an exempted company organized under the laws of the Cayman Islands (“Lian Oncology”), Lian Oncology Limited, a private company limited by shares organized under the laws of Hong Kong (“Lian Oncology HK”), and LianBio, an exempted company organized under the laws of the Cayman Islands (“LianBio”). Each of Lian Oncology, Lian Oncology HK and LianBio is referred to herein as a “Party” and, collectively, as the “Parties”.
CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENTContribution, Assignment and Assumption Agreement • May 12th, 2010 • Niska Gas Storage Partners LLC • Natural gas transmission • Delaware
This CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”), dated as of May 7, 2010 is made by and among Niska GS Holdings US, L.P., a Delaware limited partnership (“Niska US”), Niska Gas Storage Partners LLC, a Delaware limited liability company (the “Company”), Niska Partners Coöperatief U.A., a coöperatief formed in the Netherlands (“DutchCo”), Niska II Holdings, L.P., a Delaware limited partnership (“Niska II Holdings”), Niska HoldCo ULC, an Alberta unlimited liability corporation (“Holdco”), Niska GP ULC, an Alberta unlimited liability corporation (“GP ULC”), Niska II GP LLC, a Delaware limited liability company (“GP Canada LLC”), Niska Gas Storage Canada GP, LLC, a Delaware limited liability company (“Gas Storage Canada GP”), Niska GS Holdings II, L.P., a Delaware limited partnership (“Niska II”), Niska GS Holdings I, L.P, a Delaware limited partnership (“Niska I”), Niska Sponsor Holdings Coöperatief U.A., a coöperatief formed in the Netherlands (“Sponsor Holdings”
CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENTContribution, Assignment and Assumption Agreement • June 29th, 2018 • Orgenesis Inc. • Pharmaceutical preparations • New York
This Contribution, Assignment and Assumption Agreement (this “Agreement”) is made and entered into effective as of June __, 2018 (this “Effective Date”) by and among Masthercell Global Inc., a Delaware corporation (the “Company”) and Orgenesis, Inc., a Nevada corporation (the “Assignor”).
CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENTContribution, Assignment and Assumption Agreement • October 1st, 2021 • LianBio • Pharmaceutical preparations • New York
THIS CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is made on September 28, 2021 (the “Agreement Execution Date”) and effective as of October 16, 2019 (the “Agreement Effective Date”) by and among LianBio Licensing, LLC, a limited liability company organized and existing under the laws of Delaware, United States (“LianBio Licensing”), Lian Oncology, an exempted company organized under the laws of the Cayman Islands (“Lian Oncology”) and LianBio, an exempted company organized under the laws of the Cayman Islands (“LianBio”). Each of LianBio Licensing, Lian Oncology and LianBio is referred to herein as a “Party” and, collectively, as the “Parties”.
CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENTContribution, Assignment and Assumption Agreement • August 3rd, 2020 • Delaware
This CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENT, dated and effective as of September 18, 2013 (this “Agreement”), is by and among OCI Wyoming Co., a Delaware corporation (the “Contributor”), OCI Resource Partners LLC, a Delaware limited liability company and the general partner (the “General Partner”) of OCI Resources LP, a Delaware limited partnership (“OCI MLP”), OCI MLP, OCI Wyoming Holding Co., a Delaware corporation (“OCI Holding”), and OCI Chemical Corporation, a Delaware corporation (“OCI Chemical”).
CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENT (ASSETS)Contribution, Assignment and Assumption Agreement • March 30th, 2000 • Internetstudios Com Inc • Services-business services, nec • California
CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENTContribution, Assignment and Assumption Agreement • August 9th, 2013 • OCI Resources LP • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
This CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENT, dated and effective as of [ ], 2013 (this “Agreement”), is by and among OCI Wyoming Co., a Delaware corporation (the “Contributor”), OCI Resource Partners LLC, a Delaware limited liability company and the general partner (the “General Partner”) of OCI Resources LP, a Delaware limited partnership (“OCI MLP”), OCI MLP, OCI Wyoming Holding Co., a Delaware corporation (“OCI Holding”), and OCI Chemical Corporation, a Delaware corporation (“OCI Chemical”).
CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENTContribution, Assignment and Assumption Agreement • October 1st, 2021 • LianBio • Pharmaceutical preparations • New York
THIS CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is made on September 28, 2021 (the “Agreement Execution Date”) and effective as of January 1, 2021 (the “Agreement Effective Date”) by and among LianBio Licensing, LLC, a limited liability company organized and existing under the laws of Delaware, United States (“LianBio Licensing”), Lian Oncology, an exempted company organized under the laws of the Cayman Islands (“Lian Oncology”) and LianBio, an exempted company organized under the laws of the Cayman Islands (“LianBio”). Each of LianBio Licensing, Lian Oncology and LianBio is referred to herein as a “Party” and, collectively, as the “Parties”.
CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENTContribution, Assignment and Assumption Agreement • April 21st, 2010 • Niska Gas Storage Partners LLC • Natural gas transmission • Delaware
This CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”), dated as of , 2010 is made by and among Niska GS Holdings US, L.P., a Delaware limited partnership (“Niska US”), Niska Gas Storage Partners LLC, a Delaware limited liability company (the “Company”), Niska Partners Coöperatief U.A., a coöpertief formed in the Netherlands (“DutchCo”), Niska II Holdings, L.P., a Delaware limited partnership (“Niska II Holdings”), Niska HoldCo ULC, an Alberta unlimited liability corporation (“Holdco”), Niska GP ULC, an Alberta unlimited liability corporation (“GP ULC”), Niska II GP LLC, a Delaware limited liability company (“GP Canada LLC”), Niska Gas Storage Canada GP, LLC, a Delaware limited liability company (“Gas Storage Canada GP”), Niska GS Holdings II, L.P. a Delaware limited partnership (“Niska II”), Niska Sponsor Holdings Coopertief U.A., a coöpertief formed in the Netherlands (“Sponsor Holdings”), Niska GS Holdings Canada, L.P., a Delaware limited partnership (“Niska Canad
FORM OF CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENTContribution, Assignment and Assumption Agreement • September 11th, 2017 • BP Midstream Partners LP • Pipe lines (no natural gas) • Delaware
This CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENT, dated and effective as of [ ], 2017 (this “Agreement”), is by and among BP Pipelines (North America) Inc., a Maine corporation (“BP Pipelines”), BP Midstream Partners GP LLC, a Delaware limited liability company and the general partner (the “General Partner”) of BP Midstream Partners LP, a Delaware limited partnership (the “Partnership”), the Partnership, BP Midstream Partners Holdings LLC, a Delaware limited liability company (“BP Holdco”) and The Standard Oil Company, an Ohio corporation (“Standard Oil”).
CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENTContribution, Assignment and Assumption Agreement • October 1st, 2021 • LianBio • Pharmaceutical preparations • New York
THIS CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is made on September 28, 2021 (the “Agreement Execution Date”) and effective as of January 1, 2021 (the “Agreement Effective Date”) by and among Lian Oncology, an exempted company organized under the laws of the Cayman Islands (“Lian Oncology”), Lian Oncology Limited, a private company limited by shares organized under the laws of Hong Kong (“Lian Oncology HK”) and LianBio, an exempted company organized under the laws of the Cayman Islands (“LianBio”). Each of Lian Oncology, Lian Oncology HK and LianBio is referred to herein as a “Party” and, collectively, as the “Parties”.
FORM OF CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENTContribution, Assignment and Assumption Agreement • June 7th, 2013 • Archeo, Inc. • Services-business services, nec • Delaware
This Contribution, Assignment and Assumption Agreement (this “Agreement”) is made and entered into on this [ ] day of [ ], 2013, by and between Marchex, Inc., a Delaware corporation (or affiliate) (“Assignor”), and Archeo, Inc. [ ], a Delaware corporation (or affiliate) (“Assignee”).
CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENTContribution, Assignment and Assumption Agreement • October 8th, 2014 • Shell Midstream Partners, L.P. • Pipe lines (no natural gas) • Delaware
This CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENT, dated and effective as of [ ], 2014 (this “Agreement”), is by and among Shell Pipeline Company LP, a Delaware limited partnership (the “SPLC”), Shell Midstream Partners GP LLC, a Delaware limited liability company and the general partner (the “General Partner”) of Shell Midstream Partners, L.P., a Delaware limited partnership (“SHLX”), SHLX, Shell Midstream LP Holdings LLC, a Delaware limited liability company (“LP Holdco”), Shell Midstream Operating LLC, a Delaware limited liability company (the “OpCo LLC”), and Zydeco Pipeline Company LLC, a Delaware limited liability company (“Zydeco”).
CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENT by and among THE DOW CHEMICAL COMPANY, DOW GLOBAL TECHNOLOGIES INC. and PFENEX INC. NOVEMBER 30, 2009Contribution, Assignment and Assumption Agreement • May 5th, 2014 • Pfenex Inc. • Pharmaceutical preparations • Michigan
THIS CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is effective as of this 30th day of November 2009 (the “Effective Date”) by and among The Dow Chemical Company, a Delaware corporation (“TDCC”), Dow Global Technologies Inc., a Delaware corporation (“DGTI”) and Pfenex Inc., a Delaware corporation (the “Company”). TDCC, DGTI and the Company are sometimes referred to herein individually as a “Party” and collectively as the “Parties.” TDCC and DGTI are sometimes referred to herein as “Dow.”
CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENTContribution, Assignment and Assumption Agreement • October 1st, 2021 • LianBio • Pharmaceutical preparations • New York
THIS CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is made on September 28, 2021 (the “Agreement Execution Date”) and effective as of January 1, 2021 (the “Agreement Effective Date”) by and among Lian Cardiovascular, an exempted company organized under the laws of the Cayman Islands (“Lian Cardiovascular”), Lian Cardiovascular Limited, a private company limited by shares organized under the laws of Hong Kong (“Lian Cardiovascular HK”) and LianBio, an exempted company organized under the laws of the Cayman Islands (“LianBio”). Each of Lian Cardiovascular, Lian Cardiovascular HK and LianBio is referred to herein as a “Party” and, collectively, as the “Parties”.
CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENTContribution, Assignment and Assumption Agreement • September 8th, 2005 • WebMD Health Corp. • Services-business services, nec • New York
THIS CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”), dated as of September 6, 2005, is made and entered into between WEBMD CORPORATION, a Delaware corporation (“Assignor”) and WEBMD HEALTH CORP., a Delaware corporation and a wholly owned subsidiary of Assignor (“Assignee”).
CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENTContribution, Assignment and Assumption Agreement • March 12th, 2021 • Delaware
This CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENT, dated and effective as of July 18, 2013 (this “Agreement”), is by and between OCI Wyoming Holding Co., a Delaware corporation (the “Contributor”), and OCI Resources LP, a Delaware limited partnership (“OCI MLP”).
CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENTContribution, Assignment and Assumption Agreement • September 18th, 2013 • OCI Resources LP • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware
This CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENT, dated and effective as of September 18, 2013 (this “Agreement”), is by and among OCI Wyoming Co., a Delaware corporation (the “Contributor”), OCI Resource Partners LLC, a Delaware limited liability company and the general partner (the “General Partner”) of OCI Resources LP, a Delaware limited partnership (“OCI MLP”), OCI MLP, OCI Wyoming Holding Co., a Delaware corporation (“OCI Holding”), and OCI Chemical Corporation, a Delaware corporation (“OCI Chemical”).
CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENTContribution, Assignment and Assumption Agreement • May 22nd, 2023 • Maryland
THIS CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is entered into as of December 31, 2019 by and between Chesapeake Legal Alliance, Inc., a nonprofit corporation organized under the laws of Maryland (the “Company”), and Environmental Action Center, Inc., a nonprofit corporation organized under the laws of the District of Columbia (the “Transferor”). The Company and the Transferor are sometimes collectively referred to herein as the “Parties” and individually as a “Party.” Capitalized terms used and not otherwise defined herein shall have the meanings set forth in Section 7.
CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENTContribution, Assignment and Assumption Agreement • September 18th, 2009 • Grande Communications Holdings, Inc. • Radiotelephone communications • Delaware
THIS CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”), is made on September 14, 2009 (“Effective Date”), by and among Grande Communications Holdings, Inc., a Delaware corporation (“Grande Holdings”), Grande Communications Networks LLC, a Delaware limited liability company (“Grande Operating”), Grande Investment L.P., a Delaware limited partnership (“Ultimate Parent”), and Grande Parent LLC, a Delaware limited liability company and wholly-owned subsidiary of Ultimate Parent (“Parent,” together with Ultimate Parent and ABRY, the “ABRY Parties”),. The parties to this Agreement are collectively referred to herein as the (“Parties.”)
