Assignment and Contribution Sample Clauses
The Assignment and Contribution clause governs the transfer of rights and obligations under a contract, as well as the addition of new parties or resources. Typically, it specifies whether a party can assign its interests or delegate its duties to another entity, and under what conditions such transfers are permitted, such as requiring prior written consent. This clause ensures that all parties are aware of and agree to any changes in responsibility or ownership, thereby maintaining contractual integrity and preventing unauthorized or unexpected shifts in obligations.
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Assignment and Contribution. Seller shall assume, and shall cause the Targeted Subsidiaries to assign to Seller, the Excluded Assets and all Retained Liabilities in accordance with the terms of the Contribution Agreement. Seller shall, and shall cause its Subsidiaries to, contribute all Assets related to the Business, to the Targeted Subsidiaries in accordance with the Contribution Agreement. For purposes of this Agreement and the Contribution Agreement, “Retained Liabilities” shall mean (a) all Liabilities of the Seller and each Seller Subsidiary other than the Targeted Subsidiaries and (b) all Liabilities of Targeted Subsidiaries identified on Exhibit 5.12 and all other Liabilities of Targeted Subsidiaries arising from or relating to periods prior to the Effective Time to the extent such Liabilities of the Targeted Subsidiaries are not specifically reflected and fully accounted for in the calculation of Final Net Working Capital.
Assignment and Contribution. Subject to the terms and conditions of this Agreement, Assignors hereby assign, contribute, convey, transfer and deliver to Assignee, and Assignee hereby accepts and acquires from Assignors and takes assignment and delivery from Assignors, all of Assignors’ right, title and interest in and to the Interests free and clear of all liens, encumbrances, claims, covenants, conditions, and restrictions whatsoever (“Encumbrances”).
Assignment and Contribution. (a) Subject to FCC consent as provided in Section 3.1 hereof, immediately prior to the Closing hereunder, the Liberty Entities and SFX shall enter into an assignment and assumption agreement pursuant to which each of the Liberty Entities shall assign to SFX and SFX shall accept and assume all of each Liberty Entities' respective right, title, interest and obligations in and to the Contributed Assets owned by it, free and clear of any and all Liens other than Permitted Liens.
(b) Upon the terms and subject to the conditions set forth in this Agreement, on the Closing Date, SFX shall contribute to the Company, and the Company shall accept from SFX the Contributed Assets, free and clear of any and all Liens other than Permitted Liens. In consideration for the Contributed Assets and together with the conversion of the loans as contemplated under the Convertible Note Agreement and SFX's other obligations under the Amended Operating Agreement, SFX's Percentage Interest (as defined in the Amended Operating Agreement) in the Company shall equal 96%.
Assignment and Contribution