Common use of Contribution and Assignment Clause in Contracts

Contribution and Assignment. Assignor does hereby contribute, sell, warrant, pledge, convey, assign, transfer and set over unto Assignee all of its present and future right, title and interest in, to and under the rights, interests, powers, privileges and other benefits, in each case whether now owned or existing or hereafter acquired or arising and wherever the same may be located in all of the following (all of which rights, being hereby assigned and pledged, or intended so to be, are hereinafter collectively referred to as the "Assigned Assets"): (a) all Vehicles, together with: (i) all substitutions, renewals or replacements of the Vehicles or any part included therein, (ii) all proceeds, rents, income, revenues and profits to the Assignor therefor, (iii) all security interests in such Vehicles, (iv) all logs, books, records and other written materials pertaining to the Vehicles or any part included therein and all warranties of any kind relating to the Vehicles; (b) all the right, title, interest, claims and demands now held or hereafter acquired by the Assignor as lessor, in, to and under the Leases, together with all rights, powers, privileges, options, licenses and other benefits of the Assignor, as lessor, under each thereof, whether arising under the Leases, by law or in equity, including, without limitation: (i) all rights, if any, to leases of Vehicles; (ii) the immediate and continuing right to receive and collect all payments, insurance and disposition proceeds, condemnation awards and other payments, tenders and security of any kind now or hereafter payable or receivable by, or for the benefit or account of, the Assignor, as lessor, under the Leases; (iii) the right to (1) give or receive any instrument, notice or other communication, (2) exercise any election or option or accept any surrender of the Vehicle or any part thereof or grant any waiver, consent or other approval, and (3) enter into any amendment, supplement or other modification or agreement relating to the Leases; (iv) the right to take such action and exercise such rights and remedies upon the occurrence of a default under a Lease, including the commencement, conduct and consummation of legal, administrative or other proceedings, as shall be permitted by the Leases, or by any other law or in equity, and to do any and all other things whatsoever which the Assignor is or may be entitled to do under the Leases; it being the intent and purpose hereof that the contribution, assignment and transfer to the Assignee of said rights, powers, privileges, options, licenses and other benefits shall be effective and operative immediately and shall continue in full force and effect; (c) all the right, title, interest, claims and demands now held or hereafter acquired by the Assignor, in, to and under the Fleet Receivables and the Receivables Property, together with all rights, powers, privileges, options, licenses and other benefits of the Assignor, under each thereof, whether arising under the Fleet Receivables, by law or in equity, including, without limitation: (i) all rights, if any, to the Fleet Receivables; (ii) the immediate and continuing right to receive and collect all payments, insurance and disposition proceeds, condemnation awards and other payments, tenders and security of any kind now or hereafter payable or receivable by, or for the benefit or account of, the Assignor; (iii) the right to (1) give or receive any instrument, notice or other communication, (2) exercise any election or option or grant any waiver, consent or other approval, and (3) enter into any amendment, supplement or other modification or agreement relating to the Fleet Receivables; (iv) the right to take such action and exercise such rights and remedies upon the occurrence of a default under the Fleet Receivables and the Receivables Property, including the commencement, conduct and consummation of legal, administrative or other proceedings, as shall be permitted by the Fleet Receivables and the Receivables Property, or by any other law or in equity, and to do any and all other things whatsoever which the Assignor is or may be entitled to do under the Fleet Receivables and the Receivables Property; it being the intent and purpose hereof that the contribution, assignment and transfer to the Assignee of said rights, powers, privileges, options, licenses and other benefits shall be effective and operative immediately and shall continue in full force and effect; (d) each certificate of title or other evidence of ownership of a Vehicle issued by any applicable department, agency or official responsible for accepting applications for, and maintaining records regarding, certificates of title in the respective jurisdiction in which such Vehicle is registered; (e) the Receivables Purchase Agreement; (f) the Asset Sale Agreement; (g) any insurance policy and rights thereunder or proceeds therefrom, including without limitation, any policy of comprehensive collision, public liability, physical damage or personal liability insurance to the extent that any such policy applies to any Lease or Vehicle; and (h) all proceeds (as such term is defined in the Uniform Commercial Code of the State of New York, or any other applicable Uniform Commercial Code, each as in effect from time to time) of the foregoing, and in any event shall include, without limitation (i) "cash proceeds," (ii) non-cash proceeds," (iii) all amounts payable as proceeds of insurance, as an award or otherwise in connection with any confiscation, condemnation, requisition or other taking of any Assigned Assets, and (iv) all amounts payable to the Assignor by any manufacturer, supplier or vendor of any of the Vehicles or any component thereof pursuant to any warranty or indemnity covering any Vehicle, in each case whether now owned or existing or hereafter acquired or arising, or acquired or arising before or after the commencement of any bankruptcy proceeding by or against the Assignor; and (v) all monies and securities deposited or required to be deposited with the Assignor pursuant to any term of the Assigned Assets or required to be held by the Assignor hereunder or thereunder.

Contribution and Assignment. Assignor does LEC hereby contributecontributes, selltransfers, warrantassigns, pledgeconveys, convey, assign, transfer sets over and set over vests unto Assignee LLC (a) all of its present and future LEC's right, title title, interest and interest privileges and (b) all of LEC's duties, obligations and liabilities, in, to and under the rights, interests, powers, privileges and other benefits, in each case whether now owned or existing or hereafter acquired or arising and wherever the same may be located in regarding all of the following ("Transferred Assets and Liabilities" and excluding the "Excluded Assets and Liabilities", each as defined below, in respect of LEC's Unit ownership in LLC, such Transferred Assets and Liabilities having a value of approximately $ . The "Transferred Assets and Liabilities" shall be all of which LEC's assets, properties, rights, being hereby assigned permits, duties liabilities and pledgedobligations including, or intended so to bewithout limitation, are hereinafter collectively referred to as the "Assigned Assets"):following: (a) all Vehiclesbuildings, together with: (i) all substitutionsstructures, renewals or replacements of the Vehicles or any part included thereinfixtures, (ii) all proceeds, rents, income, revenues and profits to the Assignor therefor, (iii) all security interests in such Vehicles, (iv) all logs, books, records and other written materials pertaining to the Vehicles or any part included therein and all warranties of any kind relating to the Vehiclesimprovements; (b) all the rightmachinery, titlepersonal property, interestequipment, claims and demands now held or hereafter acquired by the Assignor as lessorvehicles, in, to and under the Leases, together with all rights, powers, privileges, options, licenses and other benefits of the Assignor, as lessor, under each thereof, whether arising under the Leases, by law or in equity, including, without limitation: (i) all rights, if any, to leases of Vehicles; (ii) the immediate and continuing right to receive and collect all payments, insurance and disposition proceeds, condemnation awards and other payments, tenders and security of any kind now or hereafter payable or receivable by, or for the benefit or account of, the Assignor, as lessor, under the Leases; (iii) the right to (1) give or receive any instrument, notice or other communication, (2) exercise any election or option or accept any surrender of the Vehicle or any part thereof or grant any waiver, consent or other approval, and (3) enter into any amendment, supplement or other modification or agreement relating to the Leases; (iv) the right to take such action and exercise such rights and remedies upon the occurrence of a default under a Lease, including the commencement, conduct and consummation of legal, administrative or other proceedings, as shall be permitted by the Leases, or by any other law or in equity, and to do any and all other things whatsoever which the Assignor is or may be entitled to do under the Leases; it being the intent and purpose hereof that the contribution, assignment and transfer to the Assignee of said rights, powers, privileges, options, licenses and other benefits shall be effective and operative immediately and shall continue in full force and effectinventory; (c) all the rightmanuals, titlereports, interestoperating records, claims engineering or consulting plans, data or documentation; (d) all computer design systems, control systems, procedures or processes, including but not limited to any software programs or software licenses; (e) all transferred warranties and demands now held guarantees from third parties; (f) all permits, licenses, governmental authorizations, plans or hereafter acquired by the Assignor, in, to and under the Fleet Receivables and the Receivables Property, together with documents; (g) all rights, powerstitles and interest in or under all easements, privilegesrights of way, optionsreal property leases and any other rights and interests in real property; (h) all bank, licenses brokerage, investment, deposit, letter of credit, security contracts or accounts and other benefits of the Assignorcash on hand, under each thereof, whether arising under the Fleet Receivables, by law securities or in equity, including, without limitation:investments therein or otherwise held; (i) all rights, if any, to the Fleet Receivablesaccounts receivable and payable; (iij) the immediate and continuing right to receive and collect all payments, insurance and disposition proceeds, condemnation awards and other payments, tenders and security any prepayments of any kind now or hereafter payable or receivable bykind, or for the benefit or account ofwhether tax, the Assignorinsurance, contractual, etc.; (iiik) all contracts and agreements and all the right to (1) give or receive any instrument, notice or other communication, (2) exercise any election or option or grant any waiver, consent or other approval, rights and (3) enter into any amendment, supplement or other modification or agreement relating to the Fleet Receivablesduties arising thereunder; (ivl) the right to take such action all litigation, claims, proceedings and exercise such rights causes of action, indemnification rights; (m) all goodwill and remedies upon the occurrence of a default under the Fleet Receivables and the Receivables Property, including the commencement, conduct and consummation of legal, administrative or other proceedings, as shall be permitted by the Fleet Receivables and the Receivables Property, or by any other law or in equity, intangible value associated with the Transferred Assets and to do Liabilities; and (n) any and all other things whatsoever which assets and liabilities not specifically described as an Excluded Assets and Liabilities; excluding, however, the Assignor is Excluded Assets and Liabilities. The "Excluded Assets and Liabilities" shall be all of LEC's assets, properties, rights, permits, duties liabilities and obligations in, to or may be entitled to do under regarding the Fleet Receivables assets or liabilities set forth on Exhibit A attached hereto and the Receivables Property; it being the intent and purpose hereof incorporated herein by reference. The parties hereto acknowledge that the contribution, assignment Excluded Assets and Liabilities will transfer from LEC to the Assignee LLC by operation of said rights, powers, privileges, options, licenses and other benefits shall be effective and operative immediately and shall continue in full force and effect; (d) each certificate of title or other evidence of ownership law upon completion of a Vehicle issued by any applicable department, agency or official responsible for accepting applications for, and maintaining records regarding, certificates of title in the respective jurisdiction in which such Vehicle is registered; (e) the Receivables Purchase Agreement; (f) the Asset Sale Agreement; (g) any insurance policy and rights thereunder or proceeds therefrom, including without limitation, any policy of comprehensive collision, public liability, physical damage or personal liability insurance to the extent that any such policy applies to any Lease or Vehicle; and (h) all proceeds (as such term is defined in the Uniform Commercial Code subsequent merger of the State of New York, or any other applicable Uniform Commercial Code, each as in effect from time to time) of the foregoing, and in any event shall include, without limitation (i) "cash proceeds," (ii) non-cash proceeds," (iii) all amounts payable as proceeds of insurance, as an award or otherwise in connection with any confiscation, condemnation, requisition or other taking of any Assigned Assets, and (iv) all amounts payable to the Assignor by any manufacturer, supplier or vendor of any of the Vehicles or any component thereof pursuant to any warranty or indemnity covering any Vehicle, in each case whether now owned or existing or hereafter acquired or arising, or acquired or arising before or after the commencement of any bankruptcy proceeding by or against the Assignor; and (v) all monies and securities deposited or required to be deposited with the Assignor pursuant to any term of the Assigned Assets or required to be held by the Assignor hereunder or thereundertwo parties.