Contribution of Assets and Assumption of Liabilities. .. 1 Section 1.2 Palm Assets............................................. 2 Section 1.3 Palm Liabilities........................................ 3 Section 1.4 The Non-US Plan......................................... 5 Section 1.5 Methods of Transfer and Assumption...................... 5 Section 1.6 Governmental Approvals and Consents..................... 6 Section 1.7 Nonrecurring Costs and Expenses......................... 7 Section 1.8 Novation of Assumed Palm Liabilities.................... 7 ARTICLE II LITIGATION........................................................ 8 Section 2.1 Allocation.............................................. 8 Section 2.2 Cooperation............................................. 8 ARTICLE III MISCELLANEOUS.................................................... 9
Contribution of Assets and Assumption of Liabilities. In accordance with the terms and upon the conditions of this Agreement, prior to the closing of the Spin Off and Merger, the Contributors will and, if necessary, will cause their Subsidiaries (other than Newco) to convey, assign, transfer and deliver to Newco, and Newco will acquire and accept, all of the Contributors' right, title and interest in and to the Aftermarket Assets not already owned by Newco (the "Contribution"), and Newco will assume the Aftermarket Liabilities for which Newco is not already liable (the "Assumption"). The transactions to be undertaken by the Contributors and Newco to accomplish the Contribution and the Assumption are outlined on Schedule 2.1.
Contribution of Assets and Assumption of Liabilities. HII and New Spinco will consummate the Contribution pursuant to the terms of, and subject to the conditions to, the Contribution Agreement, prior to the Effective Time.
Contribution of Assets and Assumption of Liabilities. On the terms and conditions hereinafter set forth, the Seller shall contribute and the Purchaser shall acquire all of the Seller's right, title and interest in and to all of the assets used in the Business (the "Contributed Assets") which are set forth on Schedule 1 of this Agreement, subject to any and all liens, claims, charges and encumbrances; provided that cash and cash equivalents will be retained by Seller. Seller shall assign, and Purchase shall assume all liabilities of the Seller, except for long-term liabilities and certain expenses as set forth in Schedule 2.
Contribution of Assets and Assumption of Liabilities. At the Closing and immediately prior to the Effective Time (as defined herein), Newco and the Contributing Parties will execute and deliver the Contribution and Assumption Agreement in the form of Exhibit 2.1 hereto, pursuant to which the Contributing Parties will contribute the Contributed Businesses and the Contributed West Texas LPG Pipeline Business to Newco in exchange for (A) the issuance to Chevron of 38,623,210 shares of Newco Common Stock and 7,815,363 shares of Series A Participating Preferred Stock, (B) the assumption by Newco of the Assumed Liabilities, including the assumption by Newco of the Assumed Indebtedness in the amount of $155.373 million (subject to adjustment as provided in Section 2.3); and (C) the issuance of a promissory note to the Contributing Parties in a principal amount of $134.457 million (the amount of which reflects the changes set forth in Schedule 2.1(C) hereof) and in the form of Exhibit 2.1(C) hereto (the "Newco Note"), subject to adjustment as provided in Section 2.3. The consideration to be received by the Contributing Parties as described in this Section 2.1 is hereinafter called the "Consideration."
Contribution of Assets and Assumption of Liabilities. At the Closing and upon the terms and conditions set forth herein, the following actions shall occur:
Contribution of Assets and Assumption of Liabilities. (a) On or prior to the Distribution Date, subject to Section 5.1(a), General Signal shall, or shall cause its appropriate Subsidiaries to, contribute, grant, convey, assign and otherwise transfer and deliver or cause to be Contributed to Networks all of General Signal's right, title and interest in the Contributed Assets (the "Contribution").
Contribution of Assets and Assumption of Liabilities. On the terms and subject to the conditions set forth in this Agreement, at the Closing:
Contribution of Assets and Assumption of Liabilities. Immediately prior to the Distribution and pursuant to the terms of the Distribution Agreement, AWS and Avalon will consummate the Contribution.
Contribution of Assets and Assumption of Liabilities. 2.1. Subject to and upon the terms and conditions set forth in this Agreement, Gemini will transfer, convey, assign and deliver to the Partnership and the Partnership will accept, at the Closing, all of Gemini's right, title and interest in and to the following properties (collectively, the "Gemini Contributed Assets"):
