Common use of Documents Relating to Other Transfers of Assets and Assumption of Liabilities Clause in Contracts

Documents Relating to Other Transfers of Assets and Assumption of Liabilities. In furtherance of the assignment, transfer and conveyance of Contributed Assets and the assumption of Contributed Liabilities set forth in Section 2.01 on or prior to the Separation Date, (i) the LLC shall execute and deliver, and shall cause its Subsidiaries to execute and deliver, such bills of sale, stock powers, certificates of title, assignments of contracts, copyright assignments and other instruments of transfer, conveyance and assignment as and to the extent necessary to evidence the transfer, conveyance and assignment of all of the LLC's and its Subsidiaries' right, title and interest in and to the Contributed Assets to DWA LLC, (ii) DWA LLC shall execute and deliver, and shall cause its Subsidiaries to execute and deliver, such assumptions of contracts and other instruments of assumption as and to the extent necessary to evidence the valid and effective assumption of the Contributed Liabilities by DWA LLC and (iii) the Corporation shall execute and deliver, and shall cause its Subsidiaries to execute and deliver, such assumption agreements, credit agreements, security documents, guarantees and other instruments of assumption as and to the extent necessary to evidence assumption or guarantee of the Revolver Debt by the Corporation.

Appears in 3 contracts

Samples: Separation Agreement (DreamWorks Animation SKG, Inc.), Separation Agreement (DreamWorks Animation SKG, Inc.), Separation Agreement (DreamWorks Animation SKG, Inc.)

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Documents Relating to Other Transfers of Assets and Assumption of Liabilities. In furtherance of the assignment, transfer and conveyance of Contributed Assets and the assumption of Contributed Liabilities set forth in Section 2.01 on or prior to the Separation Date, (i) the LLC shall execute and deliver, and shall cause its Subsidiaries to execute and deliver, such bills of sale, stock powers, certificates of title, assignments of contracts, copyright assignments and other instruments of transfer, conveyance and assignment as and to the extent necessary to evidence the transfer, conveyance and assignment of all of the LLC's ’s and its Subsidiaries' ’ right, title and interest in and to the Contributed Assets to DWA LLC, (ii) DWA LLC shall execute and deliver, and shall cause its Subsidiaries to execute and deliver, such assumptions of contracts and other instruments of assumption as and to the extent necessary to evidence the valid and effective assumption of the Contributed Liabilities by DWA LLC and (iii) the Corporation shall execute and deliver, and shall cause its Subsidiaries to execute and deliver, such assumption agreements, credit agreements, security documents, guarantees and other instruments of assumption as and to the extent necessary to evidence assumption or guarantee of the Revolver Debt by the Corporation.

Appears in 1 contract

Samples: Separation Agreement (DreamWorks Animation SKG, Inc.)

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