Contribution, Assignment And Assumption Agreement Sample Contracts

American Renal Associates Holdings, Inc. – Contribution, Assignment and Assumption Agreement (April 26th, 2016)

This CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Agreement"), dated as of April 20, 2016, is by and between American Renal Associates LLC, a Delaware limited liability company ("Assignor"), and Term Loan Holdings LLC, a Delaware limited liability company ("NewCo").

American Renal Associates Holdings, Inc. – Form of Contribution, Assignment and Assumption Agreement (February 26th, 2016)

This CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENT (this Agreement), dated as of [ ], 2016, is by and between American Renal Associates LLC, a Delaware limited liability company (Assignor), and Term Loan Holdings LLC, a Delaware limited liability company (NewCo).

Philadelphia Energy Solutions Inc. – Form of Contribution, Assignment and Assumption Agreement (July 24th, 2015)

This Contribution, Assignment and Assumption Agreement, dated as of [*], 2015 (this Agreement), is by and among PESC Company, LP, a Delaware limited partnership (PESC Company), Philadelphia Energy Solutions Inc., a Delaware corporation (PES Inc.), Philadelphia Energy Solutions LLC, a Delaware limited liability company (PES LLC), Carlyle PES, L.L.C., a Delaware limited liability company (Carlyle PES), PES Equity Holdings, LLC, a Delaware limited liability company (PES Equity), Carlyle CEOF AIV Investors Holdings, L.P., a Delaware limited partnership (CEOF Holdings), Carlyle CEMOF AIV Investors Holdings, L.P., a Delaware limited partnership (CEMOF Holdings and, together with CEOF Holdings, the Selling Stockholders), Carlyle Equity Opportunity GP AIV, L.P., a Delaware limited partnership (CEOF Fund GP), CEMOF General Partner, L.P., a Delaware limited partnership (CEMOF Fund GP and, together with the Selling Stockholders and CEOF Fund GP, the Carlyle Entities), each of the CEOF Entities (a

Philadelphia Energy Solutions Inc. – Form of Contribution, Assignment and Assumption Agreement (July 21st, 2015)

This Contribution, Assignment and Assumption Agreement, dated as of [*], 2015 (this Agreement), is by and among PESC Company, LP, a Delaware limited partnership (PESC Company), Philadelphia Energy Solutions Inc., a Delaware corporation (PES Inc.), Philadelphia Energy Solutions LLC, a Delaware limited liability company (PES LLC), Carlyle PES, L.L.C., a Delaware limited liability company (Carlyle PES), PES Equity Holdings, LLC, a Delaware limited liability company (PES Equity), Carlyle CEOF AIV Investors Holdings, L.P., a Delaware limited partnership (CEOF Holdings), Carlyle CEMOF AIV Investors Holdings, L.P., a Delaware limited partnership (CEMOF Holdings and, together with CEOF Holdings, the Selling Stockholders), Carlyle Equity Opportunity GP AIV, L.P., a Delaware limited partnership (CEOF Fund GP), CEMOF General Partner, L.P., a Delaware limited partnership (CEMOF Fund GP and, together with the Selling Stockholders and CEOF Fund GP, the Carlyle Entities), each of the CEOF Entities (a

Shell Midstream Partners, L.P. – Contribution, Assignment and Assumption Agreement (November 3rd, 2014)

This CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENT, dated and effective as of November 3, 2014 (this Agreement), is by and among Shell Pipeline Company LP, a Delaware limited partnership (the SPLC), Shell Midstream Partners GP LLC, a Delaware limited liability company and the general partner (the General Partner) of Shell Midstream Partners, L.P., a Delaware limited partnership (SHLX), SHLX, Shell Midstream LP Holdings LLC, a Delaware limited liability company (LP Holdco), Shell Midstream Operating LLC, a Delaware limited liability company (the OpCo LLC), and Zydeco Pipeline Company LLC, a Delaware limited liability company (Zydeco).

Shell Midstream Partners, L.P. – Contribution, Assignment and Assumption Agreement (October 8th, 2014)

This CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENT, dated and effective as of [ ], 2014 (this Agreement), is by and among Shell Pipeline Company LP, a Delaware limited partnership (the SPLC), Shell Midstream Partners GP LLC, a Delaware limited liability company and the general partner (the General Partner) of Shell Midstream Partners, L.P., a Delaware limited partnership (SHLX), SHLX, Shell Midstream LP Holdings LLC, a Delaware limited liability company (LP Holdco), Shell Midstream Operating LLC, a Delaware limited liability company (the OpCo LLC), and Zydeco Pipeline Company LLC, a Delaware limited liability company (Zydeco).

Pfenex Inc. – Contribution, Assignment and Assumption Agreement (June 5th, 2014)

THIS CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENT (this Agreement) is effective as of this 30th day of November 2009 (the Effective Date) by and among The Dow Chemical Company, a Delaware corporation (TDCC), Dow Global Technologies Inc., a Delaware corporation (DGTI) and Pfenex Inc., a Delaware corporation (the Company). TDCC, DGTI and the Company are sometimes referred to herein individually as a Party and collectively as the Parties. TDCC and DGTI are sometimes referred to herein as Dow.

Pfenex Inc. – Contribution, Assignment and Assumption Agreement (May 5th, 2014)

THIS CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENT (this Agreement) is effective as of this 30th day of November 2009 (the Effective Date) by and among The Dow Chemical Company, a Delaware corporation (TDCC), Dow Global Technologies Inc., a Delaware corporation (DGTI) and Pfenex Inc., a Delaware corporation (the Company). TDCC, DGTI and the Company are sometimes referred to herein individually as a Party and collectively as the Parties. TDCC and DGTI are sometimes referred to herein as Dow.

OCI Resources LP – Contribution, Assignment and Assumption Agreement (September 18th, 2013)

This CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENT, dated and effective as of September 18, 2013 (this Agreement), is by and among OCI Wyoming Co., a Delaware corporation (the Contributor), OCI Resource Partners LLC, a Delaware limited liability company and the general partner (the General Partner) of OCI Resources LP, a Delaware limited partnership (OCI MLP), OCI MLP, OCI Wyoming Holding Co., a Delaware corporation (OCI Holding), and OCI Chemical Corporation, a Delaware corporation (OCI Chemical).

OCI Resources LP – Contribution, Assignment and Assumption Agreement (August 9th, 2013)

This CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENT, dated and effective as of [ ], 2013 (this Agreement), is by and among OCI Wyoming Co., a Delaware corporation (the Contributor), OCI Resource Partners LLC, a Delaware limited liability company and the general partner (the General Partner) of OCI Resources LP, a Delaware limited partnership (OCI MLP), OCI MLP, OCI Wyoming Holding Co., a Delaware corporation (OCI Holding), and OCI Chemical Corporation, a Delaware corporation (OCI Chemical).

OCI Resources LP – Contribution, Assignment and Assumption Agreement (July 22nd, 2013)

This CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENT, dated and effective as of July 18, 2013 (this Agreement), is by and between OCI Wyoming Holding Co., a Delaware corporation (the Contributor), and OCI Resources LP, a Delaware limited partnership (OCI MLP).

Hi-Crush Partners LP – CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENT HI-CRUSH PARTNERS LP Dated as of August 15, 2012 (August 21st, 2012)

This CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENT (this Agreement), dated as of August 15, 2012 is made by and among Hi-Crush Proppants LLC, a Delaware limited liability company (Proppants), Hi-Crush Partners LP, a Delaware limited partnership (the Partnership), and Hi-Crush GP LLC, a Delaware limited liability company and the general partner of the Partnership (the General Partner). The above-named entities are sometimes referred to in this Agreement each as a Party and collectively as the Parties. Capitalized terms used herein shall have the meanings assigned to such terms in Article I.

Hi-Crush Partners LP – FORM OF CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENT HI-CRUSH PARTNERS LP Dated as of [ ], 2012 (July 25th, 2012)

This CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENT (this Agreement), dated as of [ ], 2012 is made by and among Hi-Crush Proppants LLC, a Delaware limited liability company (Proppants), Hi-Crush Partners LP, a Delaware limited partnership (the Partnership), and Hi-Crush GP LLC, a Delaware limited liability company and the general partner of the Partnership (the General Partner). The above-named entities are sometimes referred to in this Agreement each as a Party and collectively as the Parties. Capitalized terms used herein shall have the meanings assigned to such terms in Article I.

Niska Gas Storage Partners – Contribution, Assignment and Assumption Agreement (May 12th, 2010)

This CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENT (this Agreement), dated as of May 7, 2010 is made by and among Niska GS Holdings US, L.P., a Delaware limited partnership (Niska US), Niska Gas Storage Partners LLC, a Delaware limited liability company (the Company), Niska Partners Cooperatief U.A., a cooperatief formed in the Netherlands (DutchCo), Niska II Holdings, L.P., a Delaware limited partnership (Niska II Holdings), Niska HoldCo ULC, an Alberta unlimited liability corporation (Holdco), Niska GP ULC, an Alberta unlimited liability corporation (GP ULC), Niska II GP LLC, a Delaware limited liability company (GP Canada LLC), Niska Gas Storage Canada GP, LLC, a Delaware limited liability company (Gas Storage Canada GP), Niska GS Holdings II, L.P., a Delaware limited partnership (Niska II), Niska GS Holdings I, L.P, a Delaware limited partnership (Niska I), Niska Sponsor Holdings Cooperatief U.A., a cooperatief formed in the Netherlands (Sponsor Holdings), Niska GS Holdings Can

Niska Gas Storage Partners – Contribution, Assignment and Assumption Agreement (April 21st, 2010)

This CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENT (this Agreement), dated as of , 2010 is made by and among Niska GS Holdings US, L.P., a Delaware limited partnership (Niska US), Niska Gas Storage Partners LLC, a Delaware limited liability company (the Company), Niska Partners Cooperatief U.A., a coopertief formed in the Netherlands (DutchCo), Niska II Holdings, L.P., a Delaware limited partnership (Niska II Holdings), Niska HoldCo ULC, an Alberta unlimited liability corporation (Holdco), Niska GP ULC, an Alberta unlimited liability corporation (GP ULC), Niska II GP LLC, a Delaware limited liability company (GP Canada LLC), Niska Gas Storage Canada GP, LLC, a Delaware limited liability company (Gas Storage Canada GP), Niska GS Holdings II, L.P. a Delaware limited partnership (Niska II), Niska Sponsor Holdings Coopertief U.A., a coopertief formed in the Netherlands (Sponsor Holdings), Niska GS Holdings Canada, L.P., a Delaware limited partnership (Niska Canada), Nisk

Revlon – Amended and Restated Contribution, Assignment and Assumption Agreement (February 25th, 2010)

This AMENDED AND RESTATED CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENT (this Agreement), dated as of October 13, 2009, by and between Revlon, Inc., a Delaware corporation (the Company), and MacAndrews & Forbes Holdings Inc., a Delaware corporation (MacAndrews & Forbes, and together with the Company, the parties) amends and restates the CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENT, dated as of October 8, 2009, by and between Company and MacAndrews & Forbes.

Rio Holdings, Inc. – Contribution, Assignment and Assumption Agreement (September 18th, 2009)

THIS CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Agreement"), is made on September 14, 2009 ("Effective Date"), by and among Grande Communications Holdings, Inc., a Delaware corporation ("Grande Holdings"), Grande Communications Networks LLC, a Delaware limited liability company ("Grande Operating"), Grande Investment L.P., a Delaware limited partnership ("Ultimate Parent"), and Grande Parent LLC, a Delaware limited liability company and wholly-owned subsidiary of Ultimate Parent ("Parent," together with Ultimate Parent and ABRY, the "ABRY Parties"),. The parties to this Agreement are collectively referred to herein as the ("Parties.")

Contribution, Assignment and Assumption Agreement (September 8th, 2005)

THIS CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENT (this Agreement), dated as of September 6, 2005, is made and entered into between WEBMD CORPORATION, a Delaware corporation (Assignor) and WEBMD HEALTH CORP., a Delaware corporation and a wholly owned subsidiary of Assignor (Assignee).

Buckeye Partners L.P. – Contract (December 20th, 2004)

EXHIBIT 10.1 CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENT This CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Agreement"), dated as of December 15, 2004 is made by and between Buckeye Pipe Line Company LLC, a Delaware limited liability company (the "Company"), and Buckeye GP LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company ("New GP"). W I T N E S S E T H WHEREAS, the Company holds an approximate 1% general partner interest (the "MLP GP Interest") in Buckeye Partners, L.P., a Delaware limited partnership (the "Partnership"), and serves as the sole general partner of the Partnership; WHEREAS, the Company holds (i) a 1.99% general partner interest (the "Michigan GP Interest") in Buckeye Pipe Line Company of Michigan, L.P. ("Michigan"), (ii) a 1% general partner interest (collectively with the Michigan GP Interest and the Holdings GP Interest (as defined below), the "OLP