Common use of Assigned Assets Clause in Contracts

Assigned Assets. As of the Closing Date: (i) Seller has contributed all of the Assigned Assets to the Company in accordance with the Contribution Agreement (the “Contribution”) and (ii) the Company owns all of the Assigned Assets free of any liens, charges, encumbrances, security interests, restrictive agreements or assessments other than those set forth in the Contracts. Prior to such contribution: (x) the Seller owned all of the Assigned Assets and (y) except as set forth under Schedule 3.19(ii)(y) of the Disclosure Schedule, the Assigned Assets constituted all of the Intellectual Property of Seller that Seller developed or acquired specifically for use with the Assigned Assets other than any Additional Assets (as defined in the Contribution Agreement) that Seller transfers to the Company pursuant to Section 4.2 of the Contribution Agreement. For the sake of clarity, reference to ownership of the Assigned Assets in this Section 3.19 as it relates to the agreements and contracts included in the Assigned Assets shall mean that Company shall be, after the completion of the Contribution, and Seller is, on the date hereof and immediately prior to the completion of the Contribution, a counterparty to such agreement or contract.