Common use of The Contributions Clause in Contracts

The Contributions. (a) On the terms and subject to the conditions set forth in this Agreement, at the Effective Time, Time Warner shall (i) cause Time Warner Sub to contribute, assign, transfer, convey and deliver to Holdco or, if Holdco shall so direct, Delaware Sub I (the "Time Warner U.S. Contribution"), and Holdco, or, if Holdco shall so direct, Delaware Sub I shall accept from Time Warner Sub, all the right, title and interest of Time Warner Sub in, to and under (A) the general partnership interest in MCo held by Time Warner Sub (the "Time Warner MCo Partnership Interest") and (B) the general partnership interest in VCo held by Time Warner Sub (together with the Time Warner MCo Partnership Interest, the "Time Warner Partnership Interests"), in exchange for (x) the delivery to Time Warner Sub of 41,881,793 shares of Holdco Class B Common Stock and (y) the assumption by Holdco or, if Holdco shall so direct, Delaware Sub I of all of the liabilities, obligations and commitments of Time Warner Sub and Time Warner that relate to, or arise out of, the Time Warner Partnership Interests and (ii) cause Warner Music Group to contribute, assign, transfer, convey and deliver to Holdco, and Holdco shall accept from Warner Music Group, all the right, title and interest of Warner Music Group in, to and under the shares of capital stock of Time Warner Mexico (together with the Time Warner U.S. Contribution, the "Time Warner Contribution"), held by Warner Music Group (the "Time Warner Mexico Shares"), in exchange for (x) the delivery to Warner Music Group of 205,011 shares of Holdco Class B Common Stock and (y) the assumption by Holdco of all of the liabilities, obligations and commitments of Warner Music Group and Time Warner that relate to, or arise out of, the Time Warner Mexico Shares. The Time Warner Contribution, the related assumption of liabilities by Holdco or Delaware Sub I and Holdco and the issuance by Holdco of Holdco Class B Common Stock in connection therewith (the "Time Warner Contribution Share Issuance") are referred to in this Agreement collectively as the "Time Warner Contribution Transactions". (b) On the terms and subject to the conditions set forth in this Agreement, at the Effective Time, Sony shall (i) cause SMEI to contribute, assign, transfer, convey and deliver to Holdco or, if Holdco shall so direct, Delaware Sub II (the "Sony U.S. Contribution"), and Holdco or, if Holdco shall so direct, Delaware Sub II shall accept from SMEI, all the right, title and interest of SMEI in, to and under (A) the general partnership interest in MCo held by SMEI (the "Sony MCo Partnership Interest") and (B) the general partnership interest in VCo held by SMEI (together with the Sony MCo Partnership Interest, the "Sony Partnership Interests"), in exchange for (x) the delivery to SMEI of 41,881,793 shares of Holdco Class B Common Stock and (y) the assumption by Holdco or, if Holdco shall so direct, Delaware Sub II of all of the liabilities, obligations and commitments of SMEI and Sony that relate to, or arise out of, the Sony Partnership Interests and (ii) cause SMEI to contribute, assign, transfer, convey and deliver to Holdco, and Holdco shall accept from SMEI, all the right, title and interest of SMEI in, to and under the shares of capital stock of Sony Mexico (together with the Sony U.S. Contribution, the "Sony Contribution"); the Time Warner Contribution and the Sony Contribution are collectively referred to herein as the "Contributions"), held by SMEI (the "Sony Mexico Shares"), in exchange for (x) the delivery to SMEI of 205,011 shares of Holdco Class B Common Stock and (y) the assumption by Holdco of all of the liabilities, obligations and commitments of SMEI and Sony that relate to, or arise out of, the Sony Mexico Shares. The Sony Contribution, the related assumption of liabilities by Holdco or Delaware Sub II and Holdco and the issuance by Holdco of Holdco Class B Common Stock in connection therewith (the "Sony Contribution Share Issuance") are referred to in this Agreement collectively as the "Sony Contribution Transactions"; the Time Warner Contribution Transactions and the Sony Contribution Transactions are referred to in this Agreement collectively as the "Contribution Transactions"; the Sony Contribution Share Issuance, together with the Merger Share Issuance and the Time Warner Contribution Share Issuance, are referred to in this Agreement collectively as the "Share Issuances". The Merger Transactions, the Contribution Transactions and the Canadian Transactions, together with the other transactions contemplated by this Agreement, are referred to in this Agreement collectively as the "Transactions".