Common use of Asset Contribution Deliverables; Distribution Date Deliverables Clause in Contracts

Asset Contribution Deliverables; Distribution Date Deliverables. (a) On the Asset Contribution Date at the time of the Asset Contribution: (i) FIS shall deliver to LPS (x) certificates representing the respective Subject Securities, together with duly executed transfer forms including all such deeds, instruments, stock powers, transfer stamps or other documents as may be necessary to transfer full legal and beneficial ownership of such Subject Securities to LPS, and (y) all books and records of each of the Subject Companies, together with all material documents and materials relating solely to the Subject Companies, the Other Assets and the Transferred Business; (ii) FIS shall execute and deliver to LPS a xxxx of sale and such other deeds, instruments or other documents (each in substance and form reasonably satisfactory to LPS) as may be necessary to transfer full legal and beneficial title to the Other Assets to LPS, and any cash that is a part of the Other Assets shall be paid by wire transfer of immediately available funds to an account designated by LPS to FIS in writing no later than two Business Days before the Asset Contribution Date; (iii) LPS and FIS shall execute and deliver the Assumption Agreement and the Employee Matters Agreement; (iv) All FIS employees whose functions or responsibilities primarily relate to the Transferred Business and who are not intended to be both employees of FIS (or any member of the FIS Group) and of LPS (or any member of the LPS Group) on the day immediately following the Asset Contribution Date (each such employee being a “Transferred Employee”) shall be transferred to LPS and thereafter, such employees shall be employees of LPS; (v) FIS or the applicable member of the FIS Group shall assign to LPS (or the applicable member of the LPS Group), and LPS or the applicable member of the LPS Group shall assume from FIS (or the applicable member of the FIS Group), all of FIS’s right, title, and interest in and to, and all obligations and liabilities of FIS or any member of the FIS Group under, all individual employment, termination, retention, severance or other similar contracts or agreements with each Transferred Employee and all of the rights, interests, responsibilities, obligations and liabilities as the employer under such contracts and agreements, including without limitation those employment agreements listed on Schedule 2.2(a); and (vi) FIS or the applicable member of the FIS Group shall assign to LPS (or the applicable member of the LPS Group), and LPS or the applicable member of the LPS Group shall assume from FIS (or the applicable member of the FIS Group), the obligations of FIS or any member of the FIS Group for each Transferred Employee under the Certegy Inc. Executive Life and Supplemental Retirement Benefit Plan (the “Split Dollar Plan”) and the life insurance policies issued thereunder and all of the obligations and benefits as the employer under the Split Dollar Plan and such life insurance policies. (b) On or before the Distribution Date immediately prior to the Spin-off: (i) LPS shall issue and deliver to FIS the LPS Shares; (ii) LPS shall issue and deliver to FIS the LPS Notes; and (iii) LPS and FIS shall execute and deliver the Tax Disaffiliation Agreement, as well as all other Related Party Agreements or amendments thereto, to be effective as of the Distribution Date.

Asset Contribution Deliverables; Distribution Date Deliverables. (a) On the Asset Contribution Date at the time of the Asset Contribution: (i) FIS shall deliver to LPS (x) certificates representing the respective Subject Securities, together with duly executed transfer forms including all such deeds, instruments, stock powers, transfer stamps or other documents as may be necessary to transfer full legal and beneficial ownership of such Subject Securities to LPS, and (y) all books and records of each of the Subject Companies, together with all material documents and materials relating solely to the Subject Companies, the Other Assets and the Transferred Business; (ii) FIS shall execute and deliver to LPS a xxxx of sale and such other deeds, instruments or other documents (each in substance and form reasonably satisfactory to LPS) as may be necessary to transfer full legal and beneficial title to the Other Assets to LPS, and any cash that is a part of the Other Assets shall be paid by wire transfer of immediately available funds to an account designated by LPS to FIS in writing no later than two Business Days before the Asset Contribution Date; (iii) LPS and FIS shall execute and deliver the Assumption Agreement and the Employee Matters Agreement;; and (iv) All FIS employees whose functions or responsibilities primarily relate to the Transferred Business and who are not intended to be both employees of FIS (or any member of the FIS Group) and is an employee of LPS (or any member of the LPS Group) Group on the day immediately following the Asset Contribution Date and who is not also an employee of FIS or any member of the FIS Group on such day (each such employee being a “Transferred Employee”) shall be transferred to LPS and thereafter, such employees shall be employees of LPS; (v) FIS or the applicable member of the FIS Group shall assign to LPS (or the applicable member of the LPS Group), and LPS or the applicable member of the LPS Group shall assume from FIS (or the applicable member of the FIS Group), all of FIS’s right, title, and interest in and to, and all obligations and liabilities of FIS or any member of the FIS Group under, under all individual employment, termination, retention, severance or other similar contracts or agreements with each Transferred Employee and all of the rights, interests, responsibilities, obligations and liabilities as the employer under such contracts and agreements, including without limitation those employment agreements listed on . Schedule 2.2(a); and (vi) FIS or the applicable member sets forth a list of the FIS Group shall assign individual employment, termination, retention, severance and similar contracts and agreements to be assumed by LPS (or the applicable member of the LPS Group), and LPS or the applicable member of the LPS Group shall assume from FIS (or the applicable member of the FIS Group), the obligations of FIS or any member of the FIS Group for each Transferred Employee under the Certegy Inc. Executive Life and Supplemental Retirement Benefit Plan (the “Split Dollar Plan”) and the life insurance policies issued thereunder and all of the obligations and benefits as the employer under the Split Dollar Plan and such life insurance policies. (b) On or before the Distribution Date immediately prior to the Spin-off: (i) LPS shall issue and deliver to FIS the LPS Shares; (ii) LPS shall issue and deliver to FIS the LPS Notes; and (iii) LPS and FIS shall execute and deliver the Tax Disaffiliation Agreement, as well as all other Related Party Agreements or amendments thereto, to be effective as of the Distribution Date.