Common use of Contribution and Assumption Clause in Contracts

Contribution and Assumption. (a) On or prior to the Closing Date and pursuant to the terms of the Contribution and Assumption Agreement to be entered into by the Company and Seller in the form attached hereto as Exhibit A (the “Contribution Agreement”), Seller shall contribute and transfer to the Company (together with the transactions described in Section 2.1(b) below, the “Contribution”) all of Seller’s right, title and interest in, to, and under any and all assets used exclusively in Seller’s licensing business as currently operated by Seller and any and all assets comprising the Peanuts Assets (the “Business”), whether tangible or intangible and whether fixed, contingent or otherwise, including, without limitation, the assets listed on Schedule 2.1(a)(i), the specific assets of Seller’s syndication and web business (which as a general matter are not part of the Business) listed on Schedule 2.1(a)(ii), and all of the outstanding shares of capital stock of Seller’s wholly-owned subsidiary United Media Kabushiki Kaisha, a corporation formed under the laws of Japan (“UMKK”) which owns all of the outstanding shares of capital stock of UMNet Y.K., a corporation formed under the laws of Japan (“UMNet”) (collectively, the “Business Assets”); provided, that the Business Assets shall not include the assets listed on Schedule 2.1(a)(iii) (the “Excluded Assets”). (b) In consideration of the transactions described in (a) above, concurrently therewith and pursuant to the Contribution Agreement, the Company shall assume any and all obligations of Seller, UMKK and UMNet, arising on and after the Closing Date, under all Contracts listed on Schedule 1.02(a) of the Contribution Agreement, including, without limitation, the Contracts used exclusively in the Business (excluding the Contracts set forth as Excluded Assets on Schedule 2.1(a)(iii), but including all Contracts entered into by Seller, UMKK or UMNet after the date hereof but prior to the Closing Date in the ordinary course of the Business) (all Contracts to be so assumed, the “Business Contracts”) and only those other obligations, liabilities and claims set forth on Schedule 1.02(a) of the Contribution Agreement.

Contribution and Assumption. (a) On or prior to the Closing Date and pursuant to the terms as of the Contribution date hereof, each Contributor hereby sells, assigns, transfers, conveys and Assumption Agreement to be entered into by the Company and Seller in the form attached hereto as Exhibit A (the “Contribution Agreement”), Seller shall contribute and transfer delivers to the Company (together with the transactions described in Section 2.1(b) below, the “Contribution”) all of Seller’s its right, title title, and interest in, to, to and under any and all the assets used exclusively in Seller’s licensing business as currently operated by Seller and any and all assets comprising of the Peanuts Assets Business identified on Exhibit B (the “BusinessContributed Assets”), whether tangible or intangible . On and whether fixed, contingent or otherwise, including, without limitationas of the date hereof, the assets listed Company hereby accepts the foregoing assignment of each Contributed Asset. (b) Notwithstanding anything to the contrary contained herein (including on Schedule 2.1(a)(iExhibit B), the specific assets of Seller’s syndication and web business (which as a general matter are not part of the Business) listed on Schedule 2.1(a)(ii), and all of the outstanding shares of capital stock of Seller’s wholly-owned subsidiary United Media Kabushiki Kaisha, a corporation formed under the laws of Japan (“UMKK”) which owns all of the outstanding shares of capital stock of UMNet Y.K., a corporation formed under the laws of Japan (“UMNet”) (collectively, the “Business Assets”); provided, that the Business Contributed Assets shall not include include, and the assets listed Contributors shall not contribute any of their rights, title or interest in and to any asset identified on Schedule 2.1(a)(iii) Exhibit C or any other asset that is not used primarily in the Business (the “Excluded Assets”). (bc) In consideration Upon the terms and subject to the conditions of this Agreement, the Company hereby assumes, effective as of the transactions described date hereof, and agrees to pay, perform and discharge when due, and indemnify, defend and hold harmless from and after the Closing Date (as defined below) Intermix, Social Labs, MSV and each of their respective affiliates, and each of their respective officers, directors and employees, from and against any and all obligations and liabilities, whether known or unknown, arising out of, relating to or otherwise in respect of the Contributed Assets, the Business or the operation or conduct of the Business before, the date hereof (acollectively, the “Assumed Liabilities”), including without limitation the liabilities listed on Exhibit D, but excluding the liabilities listed on Exhibit E (the “Retained Liabilities”). (d) above, concurrently therewith and pursuant (i) Notwithstanding anything in this Agreement to the Contribution contrary, this Agreement shall not constitute an agreement to assign any asset or any claim or right or any benefit arising under or resulting from such asset if an attempted assignment thereof, without the consent of a third party, would constitute a breach, default, violation or other contravention of the rights of such third party, would be ineffective with respect to any party to an agreement concerning such asset, claim or right, or would in any way adversely affect the rights of either Contributor or, upon transfer, the Company under such asset, claim or right. If any transfer or assignment by the Contributors to the Company, or any assumption by the Company of, any interest in, or liability, obligation or commitment under, any asset, claim or right requires the consent of a third party, then such transfer or assignment or assumption shall be made subject to such consent being obtained. The Company agrees that neither Contributor nor any of such Contributor’s affiliates shall have any liability to the Company arising out of or relating to the failure to obtain any such consent or because of any circumstances resulting therefrom. (ii) If any such consent has not been obtained prior to the consummation of this Agreement, the parties shall use commercially reasonable efforts to secure such consent as promptly as practicable and Contributors shall cooperate with the Company (at the Company’s expense) to structure a lawful and commercially reasonable arrangement under which (i) the Company shall obtain (without infringing upon the legal rights of such third party or violating any applicable law) the economic claims, rights and benefits (net of the amount of any related tax costs imposed on either Contributor or any of their respective affiliates) under the asset, claim or right with respect to which the consent has not been obtained and (ii) the Company shall assume any related economic burden (including the amount of any related tax costs imposed on either Contributor or any of their respective affiliates) with respect to the asset, claim or right with respect to which the consent has not been obtained. (e) The Company hereby acknowledges and agrees that neither Contributor makes any representations or warranties whatsoever, express or implied, with respect to any matter relating to this Agreement, the Contributed Assets or the Assumed Liabilities, except that each Contributor, severally and not jointly, hereby represents and warrants that (i) such Contributor has all obligations necessary power and authority to execute and deliver this Agreement and to carry out its provisions; (ii) all action on Contributor’s part required for the lawful execution and delivery of Sellerthis Agreement has been taken; (iii) upon such Contributor’s execution and delivery, UMKK this Agreement will be a valid and UMNetbinding obligation of such Contributor, arising on enforceable in accordance with their terms, except (x) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights, and after (y) as limited by general principles of equity that restrict the Closing Dateavailability of equitable remedies. Without limiting the foregoing (but subject to Section 1(e)), under all Contracts listed on Schedule 1.02(aeach Contributor hereby disclaims any warranty (express or implied) of merchantability or fitness for any particular purpose as to any portion of the Contribution Agreement, including, without limitationContributed Assets. Accordingly (but subject to Section 1(e)), the Contracts used exclusively in Company accepts the Business (excluding Contributed Assets and the Contracts set forth as Excluded Assets on Schedule 2.1(a)(iii), but including all Contracts entered into by Seller, UMKK or UMNet after the date hereof but prior to the Closing Date in the ordinary course of the Business) (all Contracts to be so assumed, the Assumed Liabilities “Business ContractsAS IS,” “WHERE IS,” and “WITH ALL FAULTS.”) and only those other obligations, liabilities and claims set forth on Schedule 1.02(a) of the Contribution Agreement.