Common use of Formation of Newco and Contribution and Distribution of Assets Clause in Contracts

Formation of Newco and Contribution and Distribution of Assets. Prior to the Closing, subject to the terms and conditions of this Agreement, Seller shall cause GTE to form Newco and shall (a) cause GTE to contribute the limited liability company interests and capital stock of the ILEC Subsidiaries to Newco and (b) to the extent not transferred pursuant to clause (a) of this Section 2.1, (i) Seller shall, and shall cause its Subsidiaries to, convey, transfer, assign and deliver to Newco all right, title and interest of Seller and its Subsidiaries in and to all of the Transferred Assets, free and clear of all Encumbrances (other than Permitted Encumbrances) and (ii) Seller shall cause the Transferred Companies to convey, transfer, assign and deliver to the Seller Group all right, title and interest of the Transferred Companies in and to all of the Excluded Assets.