Common use of Assignment and Contribution Clause in Contracts

Assignment and Contribution. (a) Subject to FCC consent as provided in Section 3.1 hereof, immediately prior to the Closing hereunder, the Liberty Entities and SFX shall enter into an assignment and assumption agreement pursuant to which each of the Liberty Entities shall assign to SFX and SFX shall accept and assume all of each Liberty Entities' respective right, title, interest and obligations in and to the Contributed Assets owned by it, free and clear of any and all Liens other than Permitted Liens. (b) Upon the terms and subject to the conditions set forth in this Agreement, on the Closing Date, SFX shall contribute to the Company, and the Company shall accept from SFX the Contributed Assets, free and clear of any and all Liens other than Permitted Liens. In consideration for the Contributed Assets and together with the conversion of the loans as contemplated under the Convertible Note Agreement and SFX's other obligations under the Amended Operating Agreement, SFX's Percentage Interest (as defined in the Amended Operating Agreement) in the Company shall equal 96%.