Contribution of Clause Samples

Contribution of. Common Units in PES LLC. Each of Carlyle PES, PES Equity and the Management Members that own Common Units hereby contributes, assigns, transfers and conveys all of its right title and interest in, and obligations in respect of, the Common Units of PES LLC as set forth on Exhibit A to PESC Company in exchange for the Limited Partner Units in PESC Company set forth opposite such entity’s or such person’s name on Exhibit A. PESC Company hereby accepts the foregoing contributions, assignments, transfers and conveyances, assumes all the obligations in respect of the applicable Common Units of PES LLC under, and agrees to comply with the provisions of, the PES LLC Agreement as in effect on the date hereof.

Contribution of. [*] Know-How. [*] shall inform [*] in writing, prior to contributing to any Research to be conducted under any Research Plan, any portion of the [*] Know-How or [*] Patents that are in-licensed from a Third Party, together with any material conditions or [*] Certain information in this document has been omitted as the information is not material and would be competitively harmful if publicly disclosed. restrictions associated with such contribution, including any conflict with the ownership and use rights with respect to Patents and Know-How contemplated by this Agreement. [*] shall not so contribute any such [*] Know-How or [*] Patents without [*] prior written consent therefor.