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EXHIBIT 10.6
FORM OF ▇▇▇▇ OF CONTRIBUTION,
ASSIGNMENT AND ASSUMPTION AGREEMENT
Between
SABRE INC.
("Assignor")
and
▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ LP
("Assignee")
Dated ________ __, 2000
2
TABLE OF CONTENTS
Page
----
1. DEFINITIONS.................................................................1
2. CONTRIBUTION OF ASSETS......................................................2
3. CONTRIBUTION OF CASH........................................................4
4. THIRD PARTY CONSENTS........................................................4
5. TRANSFERRED OBLIGATIONS.....................................................5
6. EXCLUDED OBLIGATIONS........................................................5
7. POWER OF ATTORNEY...........................................................5
8. SUFFICIENCY OF ASSETS.......................................................5
9. FURTHER ASSURANCES..........................................................6
10. DISCLAIMER OF WARRANTIES AND LIABILITIES...................................6
11. EFFECTIVENESS OF AGREEMENT.................................................7
12. SUBMISSION TO JURISDICTION.................................................7
13. ENTIRE AGREEMENT; SURVIVAL.................................................7
14. AMENDMENTS; WAIVER.........................................................8
15. BINDING NATURE; ASSIGNMENT.................................................8
16. THIRD PARTY BENEFICIARIES..................................................8
17. APPROVALS AND SIMILAR ACTIONS..............................................8
18. NOTICES....................................................................8
19. CONSTRUCTION RULES; COUNTERPARTS...........................................9
20. GOVERNING LAW..............................................................9
21. ENFORCEABILITY; SEVERABILITY...............................................9
22. HEADINGS...................................................................9
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Appendix A Glossary
Schedule 1 Internet Infrastructure Assets - Tulsa
Schedule 2 Fulfillment Operations Assets - San Antonio
Schedule 3 Fort Worth Assets
Schedule 4 Intellectual Property
Schedule 5 Software
Schedule 6 Inventories
Schedule 7 Prepaid Items
Schedule 8 Notes and Accounts Receivable
Schedule 9 Contracts
Schedule 10 Transferred Third-Party Software
Schedule 11 Permits and Governmental Approvals
Schedule 12 Transferred Obligations
Schedule 13 Excluded Obligations
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▇▇▇▇ OF CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENT
▇▇▇▇ OF CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENT, dated as of
_____ __, 2000, between SABRE INC., a Delaware corporation (together with its
successors and assigns, "Assignor"), and ▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ LP, a Delaware limited
partnership (together with its successors and assigns, "Assignee").
W I T N E S S E T H:
WHEREAS, Assignor, through its unincorporated division referred to as
Travelocity, is engaged in the business of offering real time travel related
reservations, services and content directly to consumers through a travel
related Internet site generally available to all Internet users and through
other delivery devices such as cable and wireless existing as of October 3, 1999
(the "Travelocity Business");
WHEREAS, on September 30, 1999, Assignor, Travelocity Holdings, Inc., a
Delaware corporation ("Holdings"), and TSGL Holding, Inc. ("TSGL") entered into
an Agreement of Limited Partnership of Assignee (the "Original Partnership
Agreement") and formed Assignee as a limited partnership by filing a certificate
of limited partnership with the Secretary of State of Delaware;
WHEREAS, on October 3, 1999, Assignor, Holdings, ▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Inc.
("▇▇▇▇▇▇▇▇▇▇▇.▇▇▇") and Preview Travel, Inc., a Delaware corporation ("Preview")
entered into an Agreement and Plan of Merger, which provided for, among other
things, (i) the merger of Preview into ▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ (the "Merger"), (ii) the
transfer of the Travelocity Business to Assignee to be effected by Assignor or
its subsidiaries or affiliates immediately prior to the effective time of the
Merger, and (iii) the transfer of the Preview business to Assignee to be
effected by the surviving corporation immediately after the effective time of
the Merger;
WHEREAS, as provided in the Merger Agreement, Assignor wishes to
contribute to Assignee certain assets and contractual rights and to cause
Assignee to assume certain liabilities and obligations, all of which are related
to the Travelocity Business, and Assignee wishes to acquire such assets and
contractual rights and to assume such liabilities and obligations, as more
particularly set forth herein;
WHEREAS, simultaneously with the execution of this Agreement, the
Original Partnership Agreement is being amended to reflect the capital
contributions made pursuant to this Agreement and the issuance of partnership
units in respect of such contributions.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. DEFINITIONS. Whenever used in this Agreement, the capitalized terms
listed below shall have the following meanings:
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"AGREEMENT" shall mean this ▇▇▇▇ of Contribution, Assignment and
Assumption Agreement, dated as of _________ ___, 2000, between Assignor and
Assignee.
"ASSIGNEE" shall have the meaning specified in the preamble to this
Agreement.
"ASSIGNMENT EFFECTIVE DATE" shall mean ______ __, 2000.
"ASSIGNOR" shall have the meaning specified in the preamble to this
Agreement.
"CONTRACTS" shall have the meaning specified in Section 2(i).
"CONTRIBUTED ASSETS" shall mean the assets, properties and rights
conveyed pursuant to Section 2.
"DISPUTE" shall mean any dispute, claim or controversy of any kind or
nature arising under, in connection with or related in any way to, this
Agreement and any related agreements between the Parties including, without
limitation, any future question as to whether a particular asset was a
Contributed Asset under this Agreement.
"EXCLUDED OBLIGATIONS" shall mean the obligations and liabilities
listed on Schedule 13 attached hereto.
"HOLDINGS" shall have the meaning specified in the preamble to this
Agreement.
"PARTY" shall mean each of the signatories to this Agreement and their
successors and permitted assigns.
"TRANSFERRED OBLIGATIONS" shall have the meaning specified in Section
4.
"TRAVELOCITY BUSINESS" shall have the meaning specified in the recitals
to this Agreement.
"▇▇▇▇▇▇▇▇▇▇▇.▇▇▇" shall have the meaning specified in the preamble to
this Agreement.
"UNITS" shall mean partnership units in the Assignee.
Capitalized terms used in this Agreement but not defined above have the meanings
ascribed thereto in the Glossary attached as APPENDIX A.
2. CONTRIBUTION OF ASSETS. Except as otherwise set forth in Section 4,
Assignor, as a contribution to capital and in exchange for the issuance to
Assignor of _____ Units, hereby contributes, grants, conveys, transfers,
assigns, sets over and delivers, as of the Assignment Effective Date, to
Assignee the entire right, title and interest of Assignor in and to all of the
assets owned by Assignor and used primarily in the Travelocity Business as of
the date hereof, including
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without limitation, the following assets, properties and rights used in and
related to the Travelocity Business:
(a) the Internet infrastructure assets and other assets
currently located in Tulsa, Oklahoma that are listed on Schedule 1 attached
hereto;
the fulfillment operations assets and other assets currently located in San
Antonio, Texas that are listed on Schedule 2 attached hereto;
(b) the computer hardware, developer workstations,
peripherals, [furniture,] and other assets currently located in the CentrePort I
facility in Fort Worth, Texas that are listed on Schedule 3 attached hereto;
(c) the trademarks, trade secrets, copyrights (including those
in software), patents, pending patent applications, and other intellectual
property (and all associated goodwill, and all related applications and
registrations for the foregoing) that are listed on Schedule 4 attached hereto;
(d) the assets related to the software copyrights described in
Section 2(d) above and that are listed on Schedule 5 attached hereto;
(e) all goods, spare parts, replacement and component parts,
office and other supplies, and all other assets relating primarily to, acquired
for, or used or held for use in connection with, the assets described in clauses
(a) through (e) above that are listed on Schedule 6 attached hereto;
(f) the credits, prepaid expenses, advance payments, security
deposits and prepaid items listed on Schedule 7 attached hereto;
(g) the contingent receivables, notes receivable, accounts
receivable, notes, bonds and other evidence of indebtedness of and rights to
receive payment from any Person held by Assignor that are listed on Schedule 8
attached hereto;
(h) all rights of Assignor in, to and under, the contracts,
agreements, personal property leases, licenses, purchase orders, sales orders
and other instruments, agreements and arrangements that are listed on Schedule 9
attached hereto (collectively, the "CONTRACTS") including, without limitation
(i) any right to receive payment for services rendered, or to receive goods or
services, pursuant to the Contracts, and (ii) any right to assert claims and
take other rightful actions in respect of breaches, defaults and other
violations of the Contracts;
(i) all rights of Assignor in, to and under, the software and
other licenses owned by third parties that are listed on Schedule 10 attached
hereto (the "TRANSFERRED THIRD-PARTY SOFTWARE");
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(j) to the extent that their transfer is permitted by law, the
permits, licenses, approvals, qualifications, product registrations and other
authorizations of Governmental Authorities that are listed on Schedule 11
attached hereto;
(k) all books, records, manuals and other information and
materials (in any form or medium) relating primarily to, or used or held for use
primarily in connection with, the Travelocity Business including, without
limitation, customer lists and files, personnel files, accounting records,
advertising, promotional and marketing materials, catalogues, price lists,
correspondence, and legal records and files;
(l) all rights of Assignor to causes of action, lawsuits,
judgments, claims and demands of every kind and description, whether contingent
or otherwise, arising primarily out of, or relating primarily to, the Contracts
and other assets contributed pursuant to clauses (a) through (l) of this Section
2 or available to or being pursued by Assignor with respect primarily to the
ownership, use or function of any such Contract or asset; and
(m) all rights of Assignor in, to and under, all guarantees,
warranties, indemnities and similar rights in favor of Assignor with respect to
any Contracts and other assets contributed pursuant to clauses (a) through (m)
of this Section 2.
3. CONTRIBUTION OF CASH. In addition to the non-cash assets contributed
to Assignee pursuant to Section 2, Assignor hereby contributes to Assignee
$52,680,000 in cash (the "Cash Contribution Amount"); provided that:
(i) if there is a Working Capital Deficit (as defined below)
of more than $2,000,000, the Cash Contribution Amount shall be increased by an
amount equal to the excess of the Working Capital Deficit over $2,000,000; and
(ii) if there is a Working Capital Surplus (as defined below)
of more than $2,000,000, the Cash Contribution Amount will be decreased by an
amount equal to the excess of the Working Capital Surplus over $2,000,000.
For purposes of this Section 3:
"Working Capital Deficit" means the excess of Assignee's
current liabilities over Assignee's current assets (excluding the Cash
Contribution Amount) determined immediately after the transfer contemplated
hereby and prior to the Effective Time in accordance with generally accepted
accounting principles applied consistent with past practice.
"Working Capital Surplus" means the excess of Assignee's
current assets over Assignee's current liabilities (excluding the Cash
Contribution Amount) determined immediately after the transfer contemplated
hereby and prior to the Effective Time in accordance with generally accepted
accounting principles applied consistent with past practice.
4. THIRD PARTY CONSENTS. Notwithstanding the provisions of Section 2,
this Agreement shall not constitute an assignment or transfer to Assignee of any
interest in, or right or obligation under, any Contract, lease, license or other
agreement, or title to any asset or property,
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if an assignment or transfer, or an attempt to make such an assignment or
transfer, without the consent of any party other than Assignor or its Affiliates
would constitute a breach or violation thereof, unless and until such consent
has been obtained. Assignor hereby agrees to use all commercially reasonable
efforts to obtain any such consent, and upon the receipt of such consent, such
interest, right or obligation shall automatically be and be deemed to have been
contributed, transferred and assigned to, or assumed by, Assignee as of the
Assignment Effective Date. Prior to the receipt of such consent, Assignor shall
use all commercially reasonable efforts to give to Assignee all of the economic,
operational and other benefits of such interest or right; provided, however,
that Assignee shall pay or satisfy the corresponding Transferred Obligations
(assuming, for purposes of this proviso, that the asset or property had been
transferred) for the continued enjoyment of such benefit.
5. TRANSFERRED OBLIGATIONS. Except for the Excluded Obligations,
Assignee hereby consents to be bound by the terms of any and all Contracts (to
the same extent as the Assignor was so bound) and assumes and agrees to pay,
satisfy, honor, perform and discharge, as and when due, and (where applicable)
otherwise in accordance with the Contracts, from the Assignment Effective Date,
all liabilities, obligations, debts, contracts and commitments of any kind,
character or description of Assignor primarily relating to, or arising under or
in respect of, the Contributed Assets, whether absolute, accrued, liquidated,
unliquidated, contingent, executory or otherwise arising, whether before or
after the Assignment Effective Date including, without limitation, the
payroll-related liabilities and other obligations set forth on Schedule 12
attached hereto (collectively, the "TRANSFERRED OBLIGATIONS").
6. EXCLUDED OBLIGATIONS. Assignor does not hereby assign, Assignee does
not hereby assume and shall not be responsible for, and the term "Transferred
Obligations" shall not include, the Excluded Obligations set forth on Schedule
13 attached hereto.
7. POWER OF ATTORNEY. Assignor hereby constitutes and appoints Assignee
the true and lawful attorney of Assignor with full power of substitution, in the
name of Assignor or otherwise, and on behalf and for the benefit of Assignee, to
demand and receive from time to time any and all Contributed Assets; to give
receipts, releases and acquittances for or in respect of the same or any part
thereof; to collect, for the account of Assignee, all receivables and other
items transferred to Assignee as provided herein, and to endorse with the name
of Assignor any check received on account of any such receivables or any other
item; from time to time to institute and prosecute in the name of Assignor (upon
written notice to Assignor) or otherwise any and all proceedings at law, in
equity or otherwise, which Assignee may deem proper to collect, assert or
enforce any claim, right, title, debt or account hereby assigned and transferred
or intended so to be; and to take any action otherwise necessary or desirable to
effect the transfer to Assignee of full legal title in and to, and beneficial
ownership of, the Contributed Assets. Assignor hereby declares that the
foregoing powers are coupled with an interest and shall not be revocable by
Assignor in any manner or for any reason.
8. SUFFICIENCY OF ASSETS. Assignor hereby represents and warrants to
assignee that the assets conveyed pursuant to this Agreement, together with (i)
the assets conveyed pursuant to the ▇▇▇▇ of Contribution, Assignment and
Assumption Agreement dated the date hereof between TSGL Holding, Inc. and
Assignee and (ii) the rights of Assignee under the Ancillary Agreements
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(as defined in the Merger Agreement), include all of the assets and properties
required to operate the Travelocity Business substantially in the manner it is
being conducted and operated as of the date hereof.
9. FURTHER ASSURANCES. At any time and from time to time after the
Assignment Effective Date:
(a) at the request of Assignee and without further
consideration, Assignor will execute and deliver such further assignments,
instruments of transfer, bills of sale, bills of contribution, powers of
attorney and other conveyances, and will perform all such other acts, as may be
necessary or desirable to vest in Assignee title to and enjoyment of the
Contributed Assets. Assignor will transfer and deliver to the account of
Assignee any cash or other property that Assignor may receive in respect of any
Contributed Asset; and
(b) at the request of Assignor and without further
consideration, Assignee will execute and deliver such further assignments,
instruments of transfer, bills of sale, bills of contribution, powers of
attorney and other conveyances, and will perform all such other acts, as may be
necessary or desirable to vest in Assignee title to and enjoyment of the
Contributed Assets and to effectuate the assumption of the Transferred
Obligations.
10. DISCLAIMER OF WARRANTIES AND LIABILITIES.
(a) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS
AGREEMENT, THE CONTRIBUTED ASSETS ARE BEING CONTRIBUTED, ASSIGNED AND
TRANSFERRED BY ASSIGNOR TO ASSIGNEE ON AN "AS IS" BASIS AS OF THE ASSIGNMENT
EFFECTIVE DATE. TO THE FULLEST EXTENT PERMITTED BY LAW, ASSIGNOR EXPRESSLY
DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE CONDITION,
QUALITY, UTILITY OR VALUE OF ANY AND ALL OF THE CONTRIBUTED ASSETS, WHETHER
EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION:
(i) ANY STATUTORY OR IMPLIED WARRANTY OF MERCHANTABILITY
OR FITNESS FOR A PARTICULAR PURPOSE; AND
(ii) ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING,
COURSE OF PERFORMANCE OR USAGE OF TRADE.
(b) ASSIGNOR WILL NOT BE LIABLE TO ASSIGNEE FOR DAMAGES, AND
ASSIGNEE HEREBY RELEASES ASSIGNOR FROM ANY LIABILITY FOR DAMAGES, ARISING UNDER
ANY THEORIES OF LEGAL LIABILITY, TO THE FULLEST EXTENT THAT ASSIGNEE MAY LEGALLY
AGREE TO RELEASE ASSIGNOR FROM LIABILITY FOR SUCH DAMAGES; PROVIDED, HOWEVER,
THAT ASSIGNEE DOES NOT RELEASE ASSIGNOR FROM ANY LIABILITY ARISING SOLELY FROM
THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF ASSIGNOR (UNLESS
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ATTRIBUTED OR IMPUTED TO ASSIGNOR BY REASON OF ANY ACT OR OMISSION OF ASSIGNEE
WHETHER AS AGENT FOR ASSIGNOR OR OTHERWISE). "THEORIES OF LEGAL LIABILITY" AS
USED IN THIS SECTION 10(B) INCLUDE, BUT ARE NOT LIMITED TO, CONTRACT, TORT,
STRICT LIABILITY, BREACH OF EXPRESS OR IMPLIED WARRANTY, BREACH OF IMPLIED
COVENANT AND THE SOLE OR CONCURRENT NEGLIGENCE OF ASSIGNOR OR ANY PERSON WHOSE
NEGLIGENCE, DUTIES, ACTIONS OR LIABILITIES MAY BE ATTRIBUTED OR IMPUTED TO
ASSIGNOR.
(c) No Consequential or Incidental Damages. ASSIGNOR SHALL
HAVE NO OBLIGATION OR LIABILITY UNDER ANY "THEORIES OF LEGAL LIABILITY" (AS SUCH
PHRASE IS USED IN SECTION 10(b)) FOR LOSS OF USE, REVENUE OR PROFIT OR FOR ANY
OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES WITH RESPECT TO ANY DEFECT IN, OR USE
OR OWNERSHIP OF, ANY CONTRIBUTED ASSET.
(d) As used in this Section 10, the term "Assignor" shall
include Holdings, ▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ and all directors, officers, stockholders,
affiliates, employees, agents, attorneys and representatives of Assignor,
Holdings and ▇▇▇▇▇▇▇▇▇▇▇.▇▇▇.
(e) Full Negotiation by Parties. THE PARTIES ACKNOWLEDGE THAT
THIS SECTION 10 HAS BEEN THE SUBJECT OF FULL DISCUSSION AND NEGOTIATION BETWEEN
THE PARTIES AND THAT THE PROVISIONS OF THIS AGREEMENT WERE ARRIVED AT IN
CONSIDERATION OF THE PROVISIONS AND EFFECTS OF THIS SECTION 10, INCLUDING THE
DISCLAIMERS AND RELEASES SET FORTH HEREIN.
11. EFFECTIVENESS OF AGREEMENT. This Agreement shall not be effective
and shall not legally bind the parties until the Assignment Effective Date.
12. SUBMISSION TO JURISDICTION. As part of the consideration for value
received pursuant to this Agreement, and regardless of the location of any
present or future domicile or principal place of business of either Party, each
Party hereby irrevocably consents in advance to the personal jurisdiction of the
District Court of Tarrant County, Texas, Fort Worth Division or the United
States District Court for the Northern District of Texas, Fort Worth Division,
to hear and determine any Disputes brought against such party by the other Party
and pertaining to this Agreement or to any matter relating to or arising out of
this Agreement.
13. ENTIRE AGREEMENT; SURVIVAL. This Agreement (including all
Schedules, Exhibits, Appendices, and other documents attached hereto, each of
which is incorporated into this Agreement by this reference) constitutes the
full and complete statement of the agreement of the Parties with respect to the
subject matter hereof and supersedes any previous agreements, understandings or
communications, whether written or oral, relating to such subject matter. Any
provision of this Agreement which contemplates performance or observance
subsequent to any termination or expiration of this Agreement will survive any
termination or expiration of this Agreement and continue in full force and
effect. The disclaimers and releases under Section 8 hereof shall survive
forever.
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14. AMENDMENTS; WAIVER. This Agreement may be amended, modified or
supplemented only by a written instrument executed by each Party hereto. Any
terms and conditions varying from this Agreement on any order, invoice or other
notification from either Party are not binding on the other Party unless
specifically accepted in writing by the other Party hereto. Unless otherwise
expressly provided in this Agreement, a delay or omission by either Party to
exercise any right or power under this Agreement will not be construed to be a
waiver thereof. No waiver of any breach of any provision of this Agreement will
constitute a waiver of any other prior, concurrent or subsequent breach of the
same or any other provision hereof.
15. BINDING NATURE; ASSIGNMENT. This Agreement will be binding on the
Parties and their successors and permitted assigns. Neither Party may, nor will
it have the power to, assign this Agreement, or any part hereof, without the
prior written consent of the other Party hereto. Any attempted assignment in
violation of this Agreement shall be null and void ab initio.
16. THIRD PARTY BENEFICIARIES. This Agreement is entered into solely
between, and may be enforced only by, Assignor and Assignee, and this Agreement
will not be deemed to create any rights in any third parties, including any
customers of a Party, or to create any obligations of a Party to any such third
parties.
17. APPROVALS AND SIMILAR ACTIONS. Except as otherwise expressly
provided in this Agreement, if an agreement, approval, acceptance, consent or
similar action is required of either Party or its Affiliates by any provision of
this Agreement, or otherwise to effect the transactions contemplated by this
Agreement, such action will not be unreasonably withheld or delayed. An approval
or consent given by a Party under this Agreement will not relieve the other
Party from responsibility for complying with the requirements of this Agreement,
nor will it be construed as a waiver of any rights under this Agreement, except
as and to the extent otherwise expressly provided in such approval or consent.
18. NOTICES. All notices under this Agreement will be in writing and
will be deemed to have been duly given if delivered personally or by a
nationally recognized courier service, faxed, electronically mailed or mailed by
registered or certified mail, return receipt requested, postage prepaid, to the
Parties as follows:
If to Assignor:
Sabre Inc.
Attention: General Counsel/Corporate Secretary
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇ 4204
▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
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If to Assignee:
▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ LP
Attention: President
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
Mail Drop 1310
▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
All notices under this Agreement that are addressed as provided in this Section
16: (a) if delivered personally or by a nationally recognized courier service,
will be deemed given upon delivery, (b) if delivered by facsimile or electronic
mail, will be deemed given when confirmed, and (c) if delivered by mail in the
manner described above, will be deemed given on the fifth (5th) business day
after the day it is deposited in a regular depository of the United States mail.
Either Party from time to time may change its address or designee for
notification purposes by giving the other Party notice of the new address or
designee and the date upon which such change will become effective in the manner
set forth above.
19. CONSTRUCTION RULES; COUNTERPARTS. In performing its obligations
under this Agreement, no Party will be required to undertake any activity that
would conflict with the requirements of any applicable law, rule, regulation,
interpretation, judgment, order or injunction of any Governmental Authority. The
Parties acknowledge and agree that each has participated in the drafting of this
Agreement and that this Agreement will not be construed in favor of or against
either Party solely on the basis of a Party's drafting or participation in the
drafting of any portion of this Agreement. This Agreement may be executed in
multiple counterparts, each of which will be deemed an original and all of which
taken together will constitute one instrument.
20. GOVERNING LAW. This Agreement will be governed by and construed in
accordance with the substantive laws of the State of New York, without giving
effect to any choice-of-law rules that may require the application of the laws
of another jurisdiction.
21. ENFORCEABILITY; SEVERABILITY. Any provision of this Agreement which
is held to be invalid, illegal or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such invalidity, illegality
or unenforceability without affecting the remaining provisions of this
Agreement. Any such provision shall not invalidate or otherwise render
unenforceable such provision in any other jurisdiction. To the extent permitted
by applicable law, each Party waives any provision of law which renders any
provision of this Agreement invalid, illegal or unenforceable in any respect.
22. HEADINGS. The section headings herein are for convenience of
reference only, do not constitute part of this Agreement, and shall not be
deemed to limit or otherwise affect any of the provisions hereof.
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, Assignor and Assignee have duly executed this ▇▇▇▇
of Contribution, Assignment and Assumption Agreement by their authorized
representatives on the date first above written.
ASSIGNOR:
SABRE INC., a Delaware corporation
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
Attest:
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
ASSIGNEE:
▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ LP, a Delaware limited
partnership
By Its General Partner, Travelocity
Holdings, Inc., a Delaware corporation
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
Attest:
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
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APPENDIX A
GLOSSARY
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SCHEDULE 1
INTERNET INFRASTRUCTURE ASSETS - TULSA
See attached.
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SCHEDULE 2
FULFILLMENT OPERATIONS ASSETS - SAN ANTONIO
See attached.
- ▇▇ -
▇▇
▇▇▇▇▇▇▇▇ ▇
▇▇▇▇ ▇▇▇▇▇ ASSETS
See attached.
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SCHEDULE 4
INTELLECTUAL PROPERTY
See attached.
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SCHEDULE 5
SOFTWARE
See attached.
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SCHEDULE 6
INVENTORIES
See attached.
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SCHEDULE 7
PREPAID ITEMS
See attached.
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SCHEDULE 8
NOTES AND ACCOUNTS RECEIVABLE
See attached.
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SCHEDULE 9
CONTRACTS
See attached.
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SCHEDULE 10
TRANSFERRED THIRD-PARTY SOFTWARE
See attached.
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SCHEDULE 11
PERMITS AND GOVERNMENTAL APPROVALS
See attached.
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SCHEDULE 12
TRANSFERRED OBLIGATIONS
See attached.
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SCHEDULE 13
EXCLUDED OBLIGATIONS
See attached.
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