Partial Assignment and Assumption Agreement
This Partial Assignment and Assumption Agreement (this Agreement) dated as of March 18, 2019, is entered into among Twenty-First Century Fox, Inc. (formerly News Corporation at the time of the execution of the News Corp Separation Agreement (as defined below)) (Assignor), Fox Corporation (Assignee) and, solely with respect to Section 4, Section 5 and Section 6 hereof, News Corporation (formerly New Newscorp Inc at the time of the execution of the News Corp Separation Agreement) (News Corp) and News Corp Holdings UK & Ireland (News Corp UK & Ireland). Any terms used but not defined herein shall have the meaning attributed to them in the Separation and Distribution Agreement among News Corporation, New Newscorp Inc and News Corp Holdings UK & Ireland, dated June 28, 2013 (the News Corp Separation Agreement).
WHEREAS, pursuant to that certain Amended and Restated Agreement and Plan of Merger, dated as of June 20, 2018, among The Walt Disney Company (Disney), Assignor, and certain wholly owned subsidiaries of Disney, after the Separation (as defined below) and the distribution of all of the issued and outstanding common stock of Assignee to the holders of the outstanding shares of Assignor common stock on a pro rata basis, Disney will acquire Assignor under a newly formed holding company, TWDC Holdco 613 Corp. (the Disney Transaction);
WHEREAS, prior to the closing of the Disney Transaction, Assignor will, among other things, engage in an internal restructuring, whereby it will transfer to Assignee and its subsidiaries, the FOX Assets (as defined below), and Assignee and its subsidiaries will assume from 21CF the FOX Liabilities (as defined below) (the Separation);
WHEREAS, following the Separation and prior to the closing of the Disney Transaction, Assignor will distribute or otherwise transfer all of the issued and outstanding common stock of Assignee to Assignor stockholders (other than holders that are subsidiaries of Assignor) on a pro rata basis, resulting in Assignee becoming a new publicly traded company (the Distribution, and the effective time of the Distribution, the Distribution Time);
WHEREAS, in order to effectuate the Separation, effective immediately prior to the Distribution Time (the Effective Time), Assignor desires to assign, convey, transfer and set over to Assignee certain of Assignors rights, benefits, privileges, interests and obligations under the News Corp Separation Agreement and Assignee desires to accept such assignment, conveyance, transfer and set over from Assignor and to assume certain of Assignors obligations under the News Corp Separation Agreement and to agree to satisfy, pay, perform and discharge, as and when due, such obligations, in each case, on the terms set forth herein; and
WHEREAS, pursuant to Section 9.06 of the News Corp Separation Agreement, Assignor may assign its rights and obligations under the News Corp Separation Agreement to any of its affiliates, and Assignor may be released from such obligations with the consent of News Corp and News Corp UK & Ireland and News Corp and News Corp UK & Ireland desire to consent to such release of Assignor.