Agreements to be Delivered by Spinco. On the Business Transfer Date, Spinco will deliver, or will cause its Subsidiaries to deliver, as appropriate, to Burgundy all of the following instruments:
(i) in each case where any member of the Spinco Group is a party to any Ancillary Agreement, a counterpart of such Ancillary Agreement duly executed by the member of the Spinco Group party thereto;
(ii) all necessary Transfer Documents as described in Section 3.5 and Section 3.6; and
(iii) resignations of each of the individuals who serve as an officer or director of members of the Burgundy Group as set forth on Schedule 3.4(b)(iii) in their capacity as such and the resignations of any other Persons that will be employees of any member of the Spinco Group after the Business Transfer Time and that are directors or officers of any member of the Burgundy Group, to the extent requested by Burgundy.
Agreements to be Delivered by Spinco. On the Business Transfer Date, Spinco will deliver, or will cause its Subsidiaries to deliver, as appropriate, to Parent all of the following instruments:
(i) in each case where any member of the Spinco Group is a party to any Ancillary Agreement, a counterpart of such Ancillary Agreement duly executed by the member of the Spinco Group party thereto;
(ii) all necessary Transfer Documents as described in Section 2.5 and Section 2.6; and
(iii) resignations of each of the individuals who serve as an officer or director of members of the Parent Group as set forth on Schedule 2.4(b)(iii) in their capacity as such and the resignations of any other Persons that will be employees of any member of the Spinco Group after the Business Transfer Time and that are directors or officers of any member of the Parent Group, to the extent requested by Parent.
Agreements to be Delivered by Spinco. On the Separation Date, Spinco shall deliver, or shall cause the Spinco Subs to deliver, as appropriate, to WDC all of the following instruments:
(i) all Transfer Documents as described in Section 2.4 and Section 2.5;
(ii) the Tax Matters Agreement, duly executed by the members of the Spinco Group party thereto;
(iii) the Transition Services Agreement, duly executed by the members of the Spinco Group party thereto;
(iv) the Transitional Trademark License Agreement, duly executed by the members of the Spinco Group party thereto;
(v) the Intellectual Property Cross-License Agreement, duly executed by the members of the Spinco Group party thereto;
(vi) the Stockholder and Registration Rights Agreement, duly executed by the members of the Spinco Group party thereto;
(vii) the Employee Matters Agreement, duly executed by the members of the Spinco Group party thereto;
(viii) any other Ancillary Agreements to which the Parties mutually agree; and
(ix) as provided in Item 6 of Schedule 1.7(b)(vi).
