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Document Preview Assignment, Contribution and License Agreement |
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Title: |
Assignment, Contribution and License Agreement |
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Entities: |
Energy Partners, Ltd.; Williams Companies, Inc.; Williams Energy Services, LLC; Williams Energy Partners L.P.; Magellan Midstream Partners LP |
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Date: |
2003 |
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Size: |
Preview shows 11KB of 44KB total |
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Price: |
$34 |
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ID: |
#150049 |
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ATLAS 2000 SYSTEM
ASSIGNMENT, CONTRIBUTION AND LICENSE AGREEMENT
BETWEEN
WILLIAMS ENERGY SERVICES, LLC, AND
AND
WILLIAMS ENERGY PARTNERS L.P.
ASSIGNMENT, CONTRIBUTION AND LICENSE AGREEMENT
THIS ASSIGNMENT, CONTRIBUTION AND LICENSE AGREEMENT (the Agreement) effective as of this 17th day of June, 2003 (the Effective Date), by and between Williams Energy Services, LLC, a Delaware limited liability company (WES), and Williams Energy Partners, L.P., a Delaware limited partnership (the Partnership).
RECITALS
A. This Agreement is entered into by the parties hereto in connection with that certain Purchase Agreement, dated April 18, 2003 as amended by Amendment No. 1 thereto, dated May 5, 2003 (as so amended, the Purchase Agreement), among the WEG Acquisitions, L.P., a Delaware limited partnership (Buyer), WES, Williams Natural Gas Liquids, Inc. and Williams GP LLC.
B. Effective as of the Closing Date (as defined in the Partnership Agreement), WES desires to assign and transfer all right, title and interest to the Atlas Software (as defined herein) and to contribute the Hardware and convey all title in such Hardware (as defined herein) to the Partnership; and, pursuant to Section 4.11(a) of the Purchase Agreement, the Buyer has designated the Partnership to receive such assignments and contributions.
C. Upon such assignment, the Partnership desires (i) to grant to WES a worldwide, nonexclusive, royalty-free, irrevocable license (except in accordance with the express provisions herein), nontransferable (other than to Affiliates (as defined below)), without right to sublicense (except to Affiliates of WES, Williams Bio-Energy LLC, a Delaware limited liability company (WBE), and WBEs Affiliates), to use, copy, modify, enhance, and upgrade the ATLAS 2000 System to support any business currently owned or operated by any Selling Party (as defined in the Purchase Agreement) (or Affiliate thereof) or WBE (or Affiliate thereof), and (ii) to maintain and support the ATLAS 2000 System as further provided herein.
D. Upon transfer to the Partnership (or a Partnership Entity) of the employees of WES or its Affiliates that support and maintain the ATLAS Software (the ATLAS Employees), WES desires to assign to the Partnership the right to receive any payments in respect of such support and maintenance services that the Partnership may receive from WBE in connection with its sublicense to WBE.
NOW, THEREFORE, in consideration of the premises and the covenants, conditions, and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
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