Common use of The Asset Contribution Clause in Contracts

The Asset Contribution. (a) Effective as of the Closing (as defined in Section 1.3 hereof), upon the terms and subject to the conditions set forth in this Agreement and in accordance with the Delaware General Corporation Law (the "DGCL") Verizon shall, or shall cause one or more of its Subsidiaries to, (A) contribute to Parent cash in an amount equal to $800 million less (i) the aggregate principal amount of the Debt Financing and the Preferred Financing outstanding as of the Closing Date (as defined below) and (ii) any accrued and unpaid interest and dividends thereon through such date, and subject to adjustment pursuant to Sections 1.1(g) and 1.1(h) hereof (the "Cash Amount"), and (B) sell, convey, assign, transfer and deliver to Parent all of the right, title and interest of Verizon and its Subsidiaries in and to all of the business, assets, properties, rights and interests (of whatever kind and nature, real or personal, tangible or intangible), other than the Excluded Verizon Assets (as defined below), that are owned, held or used by Verizon and/or any of its Subsidiaries on the Closing Date (as defined below) and relate exclusively to or are used exclusively by Verizon or its Subsidiaries in connection with, the Verizon DSL Business (collectively, the "Verizon DSL Assets"). Subject to Section 1.1(b) hereof, it is agreed and understood that the Verizon DSL Assets shall include the following: