America Online 2009 Annual Report Download - page 120
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Exhibit 10.6
EXECUTION COPY
ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Agreement"), dated as of December 4, 2009 (the "Asset Distribution
Date"), by and among TIME WARNER INC., a Delaware corporation ("TWX"), AOL INC., a Delaware corporation ("AOL") and AOL
LLC, a Delaware limited liability company ("AOL LLC").
RECITALS
WHEREAS, TWX and AOL are parties to a Separation and Distribution Agreement dated as of November 16, 2009 (the "Separation and
Distribution Agreement");
WHEREAS, pursuant to the Separation and Distribution Agreement, TWX and AOL agreed to cause the Internal Transactions, including the
Asset Distribution, to be completed;
WHEREAS, in order to complete the Asset Distribution, the parties desire to enter into this Agreement; and
WHEREAS, terms used but not defined herein have the meanings assigned thereto in the Separation and Distribution Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are acknowledged by this Agreement, the parties
agree as follows:
1. Assignment. Subject to the terms of the Separation and Distribution Agreement, effective as of 12:01 a.m. eastern standard time on the Asset
Distribution Date, AOL LLC hereby transfers, assigns, conveys and delivers to AOL, and AOL hereby accepts from AOL LLC, all of AOL LLC's right, title
and interest in the AOL Assets (excluding the AOL Online Shares).
2. Assumption. Subject to the terms of the Separation and Distribution Agreement, effective as of 12:01 a.m. eastern standard time on the Asset
Distribution Date, AOL hereby assumes and agrees faithfully to pay, perform, discharge and fulfill when due, all of the AOL LLC Liabilities.
3. Release. Except as provided in the Separation and Distribution Agreement or any Ancillary Agreement, effective as of the Distribution, AOL
does hereby, for itself and each other member of the AOL Group, remise, release and forever discharge TWX, AOL LLC and the other members of the TWX
Group, from any and all AOL LLC Liabilities.
4. Further Assurances. Each party hereto agrees to take such further actions as may be reasonably necessary to effect the transactions
contemplated by this Agreement, including any actions after the Asset Distribution Date required in accordance with the terms of the Separation and
Distribution Agreement.