Contribution of Assets and Assumption of Liabilities Sample Clauses
The 'Contribution of Assets and Assumption of Liabilities' clause defines the process by which one party transfers specified assets to another party, who in turn agrees to assume certain related liabilities. In practice, this clause outlines the types of assets being contributed—such as equipment, inventory, or intellectual property—and details the specific debts or obligations the receiving party will take on, like outstanding loans or contractual commitments. Its core function is to clearly allocate both the benefits and burdens of ownership, ensuring that both parties understand which assets and liabilities are included in the transaction and preventing future disputes over responsibility.
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Contribution of Assets and Assumption of Liabilities. In accordance with the terms and upon the conditions of this Agreement, prior to the closing of the Spin Off and Merger, the Contributors will and, if necessary, will cause their Subsidiaries (other than Newco) to convey, assign, transfer and deliver to Newco, and Newco will acquire and accept, all of the Contributors' right, title and interest in and to the Aftermarket Assets not already owned by Newco (the "Contribution"), and Newco will assume the Aftermarket Liabilities for which Newco is not already liable (the "Assumption"). The transactions to be undertaken by the Contributors and Newco to accomplish the Contribution and the Assumption are outlined on Schedule 2.1.
Contribution of Assets and Assumption of Liabilities. .. 1 Section 1.2 Palm Assets............................................. 2 Section 1.3 Palm Liabilities......................................
.. 3 Section 1.4 The Non-US Plan......................................... 5 Section 1.5 Methods of Transfer and Assumption...................... 5 Section 1.6 Governmental Approvals and Consents..................... 6 Section 1.7 Nonrecurring Costs and Expenses......................... 7 Section 1.8 Novation of Assumed Palm Liabilities.................... 7 ARTICLE II LITIGATION........................................................ 8 Section 2.1 Allocation.............................................. 8 Section 2.2 Cooperation............................................. 8 ARTICLE III MISCELLANEOUS.................................................... 9
Contribution of Assets and Assumption of Liabilities. HII and New Spinco will consummate the Contribution pursuant to the terms of, and subject to the conditions to, the Contribution Agreement, prior to the Effective Time.
Contribution of Assets and Assumption of Liabilities. (a) Transfer of LiveRamp Assets. Effective on the Transfer Date or such other date as is specified in the Separation Plan, AMS shall, and shall cause each entity set forth on Schedule 1.2(a)(i) (each such entity and AMS, an “AMS Entity”), to contribute, sell, assign, transfer, convey and deliver all right, title and interest in, to and under any LiveRamp Assets that are held by such AMS Entity (other than the Delayed Transfer Assets which shall be transferred as described in Section 1.1(e)) to LiveRamp or one or more of the entities set forth on Schedule 1.4(a)(i) designated by LiveRamp (each such entity, LiveRamp and Holdco, a “LiveRamp Entity”) and LiveRamp shall, and shall cause such other LiveRamp Entities to, accept from any such AMS Entities such right, title and interest in, to and under such LiveRamp Assets, subject to all applicable Laws and all of the relevant Transfer Documents. No term of this Agreement shall serve to transfer right, title or interest in any Asset from an AMS Entity to a LiveRamp Entity unless such Asset is a LiveRamp Asset.
(b) Transfer of AMS Assets. Effective on the Transfer Date or such other date as is specified in the Separation Plan, LiveRamp shall, and shall cause the other LiveRamp Entities to, contribute, sell, assign, transfer, convey and deliver all right, title and interest in, to and under any AMS Assets that are held by such LiveRamp Entity (other than the Delayed Transfer Assets which shall be transferred as described in Section 1.1(e)) to AMS or another AMS Entity designated by AMS and AMS shall, and shall cause such other AMS Entities to, accept from any such LiveRamp Entities such right, title and interest in, to and under such AMS Assets, subject to all applicable Laws and all of the relevant Transfer Documents. No term of this Agreement shall serve to transfer right, title or interest in any Asset to an AMS Entity unless such Asset is an AMS Asset.
(c) Assumption of LiveRamp Liabilities. Effective on the Transfer Date or otherwise in accordance with the Separation Plan, AMS shall, and shall cause the other AMS Entities to, transfer any and all LiveRamp Liabilities held by such AMS Entity to one or more LiveRamp Entities, and the applicable LiveRamp Entities shall assume and agree to be responsible for all of the LiveRamp Liabilities (other than the Delayed Transfer Liabilities which shall be transferred and assumed as described in Section 1.1(e)), in accordance with their respective terms. The LiveRamp Enti...
Contribution of Assets and Assumption of Liabilities. (a) Soft Wave, upon the terms and conditions set forth in this Agreement, does hereby agree to contribute, assign, transfer, convey and deliver to Newco, on an as-is, where-is basis, and Newco does hereby agree to accept and receive from Soft Wave, at the closing provided for in Section 3 of this Agreement, all of Soft Wave's right, title and interest in and to the assets of Soft Wave set forth on EXHIBIT A1 (the "SUBJECT ASSETS").
(b) Newco, upon the terms and conditions set forth in this Agreement, does hereby agree to assume and faithfully perform, satisfy and fulfill in accordance with their respective terms and, at the closing provided for in Section 3 of this Agreement, will so assume, all of the Liabilities of Soft Wave set forth on EXHIBIT B1 (the "SUBJECT LIABILITIES"). For purposes of clarity, it is noted that the Subject Liabilities include the liabilities and obligations of Soft Wave under the Soft Wave Promissory Note, the Alowex Letter Agreement and the Remnant Letter Agreement.
(c) In connection with the above-described transfer of the Subject Assets, subject to the Subject Liabilities, Newco shall issue to Soft Wave 159,990,000 shares of Newco Common Stock.
(d) It is intended by the parties hereto that the transfer of the Subject Assets, subject to the Subject Liabilities, shall be governed by and qualify for tax-free treatment under Section 351 of the Internal Revenue Code of 1986, as amended.
Contribution of Assets and Assumption of Liabilities. ..1 Section 1.2 Semiconductor Assets....................................2 Section 1.3 Semiconductor Liabilities...............................4 Section 1.4 Methods of Transfer and Assumption......................6 Section 1.5 Governmental Approvals and Consents.....................8 Section 1.6 Nonrecurring Costs and Expenses.........................8 Section 1.7 Novation of Assumed Semiconductor Liabilities...........9 ARTICLE II [INTELLECTUAL PROPERTY LICENSES........................................9
Contribution of Assets and Assumption of Liabilities. On or prior to the Distribution Date, subject to Section 5.1(a), General Signal shall, or shall cause its appropriate Subsidiaries to, contribute, grant, convey, assign and otherwise transfer and deliver or cause to be Contributed to Networks all of General Signal's right, title and interest in the Contributed Assets (the "Contribution").
Contribution of Assets and Assumption of Liabilities. Immediately prior to the Distribution and pursuant to the terms of the Distribution Agreement, AWS and Avalon will consummate the Contribution.
Contribution of Assets and Assumption of Liabilities. Section 1.2 Palm Assets 2 Section 1.3 Palm Liabilities........................................ 3 Section 1.4 The Non-US Plan......................................... 5 Section 1.5 Methods of Transfer and Assumption...................... 5 Section 1.6 Governmental Approvals and Consents..................... 6 Section 1.7 Nonrecurring Costs and Expenses 7 Section 1.8 Novation of Assumed Palm Liabilities.................... 7 ARTICLE II LITIGATION........................................................ 8 Section 2.1 Allocation.............................................. 8 Section 2.2 Cooperation............................................. 8 ARTICLE III MISCELLANEOUS.................................................... 9 Section 3.1 Entire Agreement 9 Section 3.2 Governing Law........................................... 9 Section 3.3 Notices................................................. 9 Section 3.4 Parties in Interest..................................... 9 Section 3.5 Counterparts............................................ 10 Section 3.6 Assignment.............................................. 10 Section 3.7 Severability 10 Section 3.8 Failure or Indulgence Not Waiver; Remedies Cumulative... 10 Section 3.9 Amendment............................................... 10 Section 3.10 Authority............................................... 10 Section 3.11 Interpretation.......................................... 10 Section 3.12 Conflicting Agreements.................................. 11 ARTICLE IV DEFINITIONS 11 Section 4.1 3Com Group.............................................. 11 Section 4.2 Action.................................................. 11 Section 4.3 Affiliated Company...................................... 11 Section 4.4 Ancillary Agreement..................................... 11 Section 4.5 Assets.................................................. 11 Section 4.6 Contracts 13 Section 4.7 Delayed Transfer Assets................................. 13 Section 4.8 Distribution............................................ 13 Section 4.9 Distribution Date....................................... 13 Section 4.10 Governmental Approvals.................................. 13 Section 4.11 Governmental Authority.................................. 13 -i- TABLE OF CONTENTS (continued) Page Section 4.12 Indemnification and Insurance Matters Agreement......... 13 Section 4.13 Insurance Policies...................................... 13 Section 4.14 Insured Palm Liabilit...
Contribution of Assets and Assumption of Liabilities. At the Closing and upon the terms and conditions set forth herein, the following actions shall occur:
(a) Seller shall contribute all of its Assets to Buyer, Seller Inc. shall contribute all of its Investment Contracts to Buyer, the Principals shall contribute the AEW II Stock and the Hotel Stock to Buyer, and Securities GP shall contribute the GP Interest to Buyer, in each case free and clear of any Lien other than those identified in Section 3.11(a), and Buyer will assume and become responsible for the Assumed Liabilities, but in no event including the Excluded Liabilities. The contribution of the Assets of Seller, the contribution of the Investment Contracts by Seller Inc., the transfer of the AEW II Stock and the Hotel Stock, the transfer of the GP Interest and the assumption of the Assumed Liabilities contemplated by this Section 1.1(a) (together with the contribution of certain Assets of Seller and the assumption of certain Assumed Liabilities pursuant to Section 1.1(c)) are referred to in this Agreement as the "Asset Contribution." Seller, the Selling Entities or the Principals, as applicable, shall continue to be responsible for the Excluded Liabilities.