Common use of Contribution Transactions Clause in Contracts

Contribution Transactions. (a) At the Closing (as defined in Section 2.2) and subject to the terms and conditions contained in this Agreement, each Contributor, severally and not jointly, shall contribute, transfer, assign, convey and deliver to the Company, absolutely and unconditionally and free and clear of all Encumbrances, but without representation or warranty except as expressly set forth herein (including without limitation Section 3.3), all of its Participating Entity Interests, including, without limitation, all rights to indemnification, reimbursement, payment and distributions in favor of such Contributor under the Participating Entity Agreements or any other agreements pursuant to which such Contributor acquired such Participating Entity Interests. The contribution of the Participating Entity Interests shall be evidenced by the execution and delivery of a Contribution and Assumption Agreement in substantially the form of Exhibit D for each Participating Entity Interest contributed to the Company hereunder. (b) Effective upon the Closing and subject to the terms and conditions contained in this Agreement, the Company hereby assumes all of the obligations of Contributors described on Exhibit C and the Contributors shall have no further liability or obligation with respect to such obligations. (c) The parties shall take such additional actions and execute such additional documentation as may be required by the Participating Entity Agreements and the certificate of incorporation, as amended, and bylaws of the Company or as requested in the reasonable judgment of counsel to the Company in order to effect the transactions contemplated hereby.