Contribution Agreement (Joint Venture, Long Form)

by Practical Law Corporate & Securities

A long-form contribution agreement for establishing a US joint venture (JV) between two US parties through a newly formed entity. This Standard Document is drafted for a transaction where one party contributes specified non-cash assets (Contributed Assets) and the other party contributes cash to obtain equity interests in the JV. It is structured for simultaneous signing and closing, outlining the necessary closing deliverables for all parties. The agreement includes key provisions for the transfer of assets, representations and warranties, post-closing covenants, and a framework for indemnification, including for breaches of representations and retained liabilities. This Standard Document also addresses the potential assumption of liabilities by the JV and establishes procedures for handling both direct and third-party claims. It serves as a foundational template for structuring an asset contribution into a new JV venture.