Exhibit 10.44
ASSIGNMENT AND ASSUMPTION AGREEMENT
This Assignment and Assumption
Agreement (this “ Assignment ”), dated as of
August 15, 2007, is from Old UGC, Inc., a Delaware corporation
formerly known as UnitedGlobalCom, Inc. (the “
Assignor ”), and UnitedGlobalCom, Inc, a Delaware
corporation (the “ Assignee ”), and relates to
that certain Split Dollar Life Insurance Agreement (the “
Split Dollar Agreement ”) made effective on
February 15, 2001, between Assignor and Mark L. Schneider,
Tina M. Wildes and Carla G. Shankle, as trustees under The Gene W.
Schneider 2001 Trust, dated February 12, 2001 (the “
Trust ”). Capitalized terms used but not defined
herein have the meanings given to them in the Split Dollar
Agreement.
RECITALS:
WHEREAS, the Assignor desires to
assign all of its rights and delegate all of its obligations under
the Split Dollar Agreement to Assignee and Assignee desires to
accept such assignment and to assume all obligations of the
Assignor under the Split Dollar Agreement; and
WHEREAS, the Trust desires to consent
to the assignment by the Assignor to Assignee of all of its rights
and the delegation of its obligations under the Split Dollar
Agreement in accordance with this Assignment and to the release of
all obligations of the Assignor owed to the Trust under the Split
Dollar Agreement.
NOW, THEREFORE, in consideration of
the foregoing and the mutual covenants and promises contained
herein and for other good and valuable consideration, the receipt
and adequacy of which are hereby acknowledged, the parties hereto
agree as follows:
1. Assignment and
Assumption .
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