Contribution and Assumption Agreement Sample Contracts

ARTICLE I DEFINITIONS
Contribution and Assumption Agreement • March 12th, 2004 • Instinet Group Inc • Security brokers, dealers & flotation companies • New York
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RECITALS
Contribution and Assumption Agreement • March 29th, 2000 • Alliance Resource Partners Lp • Bituminous coal & lignite surface mining • New York
EX-10.2 5 dex102.htm CONTRIBUTION AND ASSUMPTION AGREEMENT EXECUTION VERSION CONTRIBUTION AND ASSUMPTION AGREEMENT
Contribution and Assumption Agreement • May 5th, 2020 • Delaware

THIS CONTRIBUTION AND ASSUMPTION AGREEMENT (this “Agreement”) is entered into as of September 28, 2009, by and among Magellan Midstream Partners, L.P., a Delaware limited partnership (“Partners”), Magellan GP, LLC, a Delaware limited liability company and the general partner of Partners (“Partners GP”), Magellan Midstream Holdings, L.P., a Delaware limited partnership (“Holdings”), Magellan Midstream Holdings GP, LLC, a Delaware limited liability company and the general partner of Holdings (“Holdings GP”), and MGG GP Holdings, LLC, a Delaware limited liability company and the sole member of Holdings GP (“MGG GP Holdings”). Each of the foregoing shall be referred to individually as a “Party” and collectively as the “Parties.” Certain capitalized terms used but not defined herein have the meanings assigned to them in the Simplification Agreement (as defined below).

CONTRIBUTION AND ASSUMPTION AGREEMENT (4,423,772 Common Units and 20.00% of Incentive Distribution Rights)
Contribution and Assumption Agreement • July 1st, 2011 • CF Industries Holdings, Inc. • Agricultural chemicals • Delaware

THIS CONTRIBUTION AND ASSUMPTION AGREEMENT, dated as of June 30, 2011, is entered into by and among Terra Nitrogen Corporation, a Delaware corporation (“TNC”),Terra LP Holdings LLC, a Delaware limited liability company (“LP Holdings”) and Terra Capital, Inc. (“Terra Capital”), a Delaware corporation.

RECITALS
Contribution and Assumption Agreement • March 26th, 1999 • Pulitzer Inc • Newspapers: publishing or publishing & printing • Delaware
AMENDMENT NO. 5 TO THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ENERGY TRANSFER EQUITY, L.P.
Contribution and Assumption Agreement • November 24th, 2015 • Energy Transfer Corp LP • Delaware

This Amendment No. 5 (this “Amendment”) to the Third Amended and Restated Agreement of Limited Partnership of Energy Transfer Equity, L.P., a Delaware limited partnership (the “Partnership”), dated as of February 8, 2006 (as amended, the “Partnership Agreement”), is entered into effective as of [ l ], 2015 by Energy Transfer Equity GP, LLC, a Delaware limited liability company (the “General Partner”), as the general partner of the Partnership, on behalf of itself and the Limited Partners of the Partnership. Capitalized terms used but not defined herein are used as defined in the Partnership Agreement.

CONTRIBUTION AND ASSUMPTION AGREEMENT
Contribution and Assumption Agreement • December 29th, 2010 • Spectrum Group International, Inc. • Services-business services, nec • Delaware

This CONTRIBUTION AND ASSUMPTION AGREEMENT (this “Agreement”), is dated as of December 22nd, 2010, by and among STACK'S-BOWERS NUMISMATICS, LLC, a Delaware limited liability company (“LLC”), BOWERS & MERENA AUCTIONS, LLC., a Delaware limited liability company (“B&M”), and STACK'S, LLC, a Delaware limited liability company (“Stack's”).

EX-10.1 2 dex101.htm FORM OF CONTRIBUTION AND ASSUMPTION AGREEMENT CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT
Contribution and Assumption Agreement • May 5th, 2020 • Delaware

This Contribution and Assumption Agreement, dated as of , 2006 (this “Contribution Agreement”), is by and among Atlas America, Inc., a Delaware corporation (“Atlas America”), Atlas Energy Resources, LLC, a Delaware limited liability company (“Atlas Energy”), and Atlas Energy Operating Company, LLC, a Delaware limited liability company (“Energy Operating”). The above-named entities are sometimes referred to in this Contribution Agreement each as a “Party” and collectively as the “Parties.”

CONTRIBUTION AND ASSUMPTION AGREEMENT
Contribution and Assumption Agreement • November 15th, 2011 • Top Gear Inc • Services-business services, nec • Delaware

THIS CONTRIBUTION AND ASSUMPTION AGREEMENT (this “Agreement”) is entered into as of November 8, 2011, by and between TOP GEAR INC. (the “Parent”), and TGRE SubCo, Inc. (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

CONTRIBUTION AND ASSUMPTION AGREEMENT (4,732,621 Common Units)
Contribution and Assumption Agreement • December 22nd, 2010 • CF Industries Holdings, Inc. • Agricultural chemicals • Delaware

THIS CONTRIBUTION AND ASSUMPTION AGREEMENT, dated as of December 17, 2010, is entered into by and between Terra Nitrogen Corporation, a Delaware corporation (“TNC”) and Terra LP Holdings LLC, a Delaware limited liability company (“LP Holdings”).

1 EXHIBIT 10.41 CONTRIBUTION AND ASSUMPTION AGREEMENT
Contribution and Assumption Agreement • September 11th, 2000 • Firstcity Financial Corp • State commercial banks • Texas
CONTRIBUTION AND ASSUMPTION AGREEMENT
Contribution and Assumption Agreement • December 29th, 2010 • Spectrum Group International, Inc. • Services-business services, nec • Delaware

This CONTRIBUTION AND ASSUMPTION AGREEMENT (this "Agreement"), is dated as of December 22nd-, 2010, by and among STACK'S-BOWERS NUMISMATICS, LLC, a Delaware limited liability company (“LLC”), BOWERS & MERENA AUCTIONS, LLC., a Delaware limited liability company (“B&M”), STACK'S, LLC, a Delaware limited liability company (“Stack's-NY”), and STACK'S RARITIES, LLC, a Delaware limited liability company (“Stack's-Auction,” and collectively with Stack's-NY, “Stack's”).

MEMBERSHIP INTERESTS CONTRIBUTION AGREEMENT between MPLX LOGISTICS HOLDINGS LLC, MPLX GP LLC MPLX LP and MPC INVESTMENT LLC Dated March 14, 2016
Contribution and Assumption Agreement • March 17th, 2016 • MPLX Lp • Pipe lines (no natural gas) • Ohio

THIS MEMBERSHIP INTERESTS CONTRIBUTION AGREEMENT (the “Agreement”) is entered into on March 14, 2016, by and between MPLX Logistics Holdings LLC, a Delaware limited liability company (“Logistics”), MPLX GP, LLC, a Delaware limited Liability Company (“MPLX GP”), MPLX LP, a Delaware limited partnership (“MPLX”), and MPC Investment LLC, a Delaware limited liability company (“MPCI”), each a “Party.”

CONTRIBUTION AND ASSUMPTION AGREEMENT
Contribution and Assumption Agreement • July 10th, 2012 • Terra Nitrogen Co L P /De • Agricultural chemicals • Delaware

THIS CONTRIBUTION AND ASSUMPTION AGREEMENT, dated as of June 29, 2012, is entered into by and between Terra Nitrogen Corporation, a Delaware corporation (“TNC”) and Terra LP Holdings LLC, a Delaware limited liability company (“LP Holdings”).

CONTRIBUTION AND ASSUMPTION AGREEMENT
Contribution and Assumption Agreement • February 14th, 2011 • Ads in Motion, Inc. • Services-advertising • New Jersey

THIS CONTRIBUTION AND ASSUMPTION AGREEMENT (this “Agreement”) is entered into as of February 8, 2011, by and between MAGLA PRODUCTS, LLC, a New Jersey limited liability company (“Magla Products”), and MAGLA INTERNATIONAL, LLC, a New Jersey limited liability company and wholly owned subsidiary of Magla Products (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

EX-10.2 3 dex102.htm LPL CONTRIBUTION AND ASSUMPTION AGREEMENT LPL CONTRIBUTION AND ASSUMPTION AGREEMENT
Contribution and Assumption Agreement • May 5th, 2020 • Wisconsin

This LPL Contribution and Assumption Agreement, dated as of December 27, 1991, is entered into by and among LAKEHEAD PIPE LINE PARTNERS, L.P., a Delaware limited partnership (the “Partnership”), LAKEHEAD PIPE LINE COMPANY, INC., a Delaware corporation (the “Company”), and LAKEHEAD SERVICES, LIMITED PARTNERSHIP, a Delaware limited partnership (the “LPL Partnership”).

CONTRIBUTION AND ASSUMPTION AGREEMENT
Contribution and Assumption Agreement • March 7th, 2011 • Ciglarette, Inc. • Electric housewares & fans • Nevada

THIS CONTRIBUTION AND ASSUMPTION AGREEMENT (this “Agreement”) is entered into as of March 1, 2011, by and between CIGLARETT, INC. (the “Parent”), and CIGLARETTE INTERNATIONAL, LLC (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

MEMBERSHIP INTERESTS CONTRIBUTIONS AGREEMENT among MPLX LOGISTICS HOLDINGS LLC, MPLX HOLDINGS INC., MPLX GP LLC, MPLX LP, and, MPC INVESTMENT LLC. Dated March 1, 2017
Contribution and Assumption Agreement • March 2nd, 2017 • MPLX Lp • Pipe lines (no natural gas) • Ohio

THIS MEMBERSHIP INTERESTS CONTRIBUTIONS AGREEMENT (the “Agreement”) is entered into on March 1, 2017, by and among MPLX Logistics Holdings LLC, a Delaware limited liability company (“Logistics”), MPLX Holdings, Inc., a Delaware corporation (“Holdings”), MPLX GP LLC, a Delaware limited liability company (“MPLX GP”), MPLX LP, a Delaware limited partnership (“MPLX”), and MPC Investment LLC, a Delaware limited liability company (“MPCI” and, collectively with Logistics, Holdings, MPLX GP and MPLX, the “Parties” and each individually a “Party”).

AGREEMENT RELATING TO SIMPLIFICATION OF CAPITAL STRUCTURE BY AND AMONG MAGELLAN MIDSTREAM PARTNERS, L.P., MAGELLAN GP, LLC, MAGELLAN MIDSTREAM HOLDINGS, L.P., AND MAGELLAN MIDSTREAM HOLDINGS GP, LLC Dated as of March 3, 2009
Contribution and Assumption Agreement • March 4th, 2009 • Magellan Midstream Partners Lp • Pipe lines (no natural gas) • Delaware

This AGREEMENT RELATING TO SIMPLIFICATION OF CAPITAL STRUCTURE, dated as of March 3, 2009 (this “Agreement”), is entered into by and among Magellan Midstream Partners, L.P., a Delaware limited partnership (“Partners”), Magellan GP, LLC, a Delaware limited liability company and the general partner of Partners (“Partners GP”), Magellan Midstream Holdings, L.P., a Delaware limited partnership (“Holdings”), and Magellan Midstream Holdings GP, LLC, a Delaware limited liability company and the general partner of Holdings (“Holdings GP”).

EX-2.2 3 d855347dex22.htm EX-2.2 Execution Copy Master Contribution and Assumption Agreement among Acxiom Corporation, LiveRamp, Inc., and Acxiom Holdings, Inc. Effective As Of July 2, 2018 Page SCHEDULES Schedule 1.1(e) Delayed Transfer Assets and...
Contribution and Assumption Agreement • May 5th, 2020 • Delaware

This Master Contribution and Assumption Agreement (this “Agreement”) is entered into on July 2, 2018 among Acxiom Corporation, a Delaware corporation (“AMS”), LiveRamp, Inc., a Delaware corporation (“LiveRamp”), and Acxiom Holdings, Inc., a Delaware corporation (“Holdco”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in Annex A.

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CONTRIBUTION AND ASSUMPTION AGREEMENT (4,732,621 Common Units)
Contribution and Assumption Agreement • December 18th, 2009 • Terra Nitrogen Co L P /De • Agricultural chemicals • Delaware

THIS CONTRIBUTION AND ASSUMPTION AGREEMENT, dated as of December 4, 2009, is entered into by and between Terra Nitrogen Corporation, a Delaware corporation (“TNC”) and Terra LP Holdings LLC, a Delaware limited liability company (“LP Holdings”).

CONTRIBUTION AND ASSUMPTION AGREEMENT
Contribution and Assumption Agreement • January 4th, 2008 • Plains All American Pipeline Lp • Pipe lines (no natural gas) • Delaware

This CONTRIBUTION AND ASSUMPTION AGREEMENT (this “Agreement”), dated as of December 28, 2007 is made by and between Plains AAP, L.P., a Delaware limited partnership (“AAP”), and PAA GP LLC, a Delaware limited liability company (“New GP”).

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