Common use of Contribution and Transfer Clause in Contracts

Contribution and Transfer. Subject to the terms and conditions ------------------------- of this Agreement and in consideration for the issuance by Newco of Newco Common Stock as provided above, the Contributing Companies shall at the Effective Time, for good and valuable consideration receipt and sufficiency of which is hereby acknowledged on behalf of each of the Contributing Companies, other than SSI, contribute and transfer and deliver to Newco or cause to be contributed, transferred and delivered to Newco, and at the Effective Time Newco shall accept the contribution and transfer from the Contributing Companies, all right, title and interest in and to the Contributed Stock and Assets. Specifically, SSI will transfer and contribute to Newco the Contributed Stock and the Contributing Companies will transfer and contribute to Newco the Contributed Assets. All Contributed Assets of STI shall be deemed first contributed by STI to SSI and only then by SSI to Newco. Notwithstanding the preceding, the parties hereto agree to transfer the following Contributed Assets which are located outside of the United States as follows: (i) With respect to Contributed Assets located in France, Japan, and Australia, such Contributed Assets shall be purchased and sold by and among the VERITAS and Seagate entities located in such countries in exchange for amounts of cash consideration, as determined by STI, equal in total to the extra amount contributed to Newco by SSI (beyond what otherwise would be contributed to Newco by the Contributing Companies and the Contributing Companies will receive no additional Newco Common Stock for the extra amount of contributed cash beyond the amounts of Newco Common Stock contemplated by this Agreement). The parties shall execute bills of sale reflecting the transfer of any such Contributed Assets which shall reflect the purchase price (contributed to Newco by SSI) and only such amount shall be reported as the purchase price for all Tax reporting purposes; no party shall have a position inconsistent therewith. (ii) The parties shall cooperate to facilitate the transfer of Employees with respect to facilities located in Singapore, Sweden, Malaysia, Mexico, Canada, Hong Kong and the P.R.C. (iii) Seagate Software Limited, a company organized under the laws of the United Kingdom, will register a branch in South Africa and the Contributed Assets and Employees located in South Africa shall be transferred to Seagate Software Limited.

Contribution and Transfer. Subject to the terms and conditions ------------------------- of this Agreement and in consideration for the issuance by Newco of Newco Common Stock as provided above, the Contributing Companies shall at the Effective Time, for good and valuable consideration receipt and sufficiency of which is hereby acknowledged on behalf of each of the Contributing Companies, other than SSI, contribute and transfer and deliver to Newco or cause to be contributed, transferred and delivered to Newco, and at the Effective Time Newco shall accept the contribution and transfer from the Contributing Companies, all right, title and interest in and to the Contributed Stock and Assets. Specifically, SSI will transfer and contribute to Newco the Contributed Stock and the Contributing Companies will transfer and contribute to Newco the Contributed Assets. All Contributed Assets of STI shall be deemed first contributed by STI to SSI and only then by SSI to Newco. Notwithstanding the preceding, the parties hereto agree to transfer the following Contributed Assets which are located outside of the United States as follows: (i) With respect to Contributed Assets located in France, Japan, and Australia, such Contributed Assets shall be purchased and sold by and among the VERITAS and Seagate entities located in such countries in exchange for amounts of cash consideration, as determined by STI, equal in total to the extra amount contributed to Newco by SSI (beyond what otherwise would be contributed to Newco by the Contributing Companies and the Contributing Companies will receive no additional Newco Common Stock for the extra amount of contributed cash beyond the amounts of Newco Common Stock contemplated by this Agreement). The parties shall execute bills of sale reflecting the transfer of any such Contributed Assets which shall reflect the purchase price (contributed to Newco by SSI) and only such amount shall be reported as the purchase price for all Tax reporting purposes; no party shall have a position inconsistent therewith. (ii) The parties shall cooperate to facilitate the transfer of Employees with respect to facilities located in Singapore, Sweden, Malaysia, Mexico, Canada, Hong Kong and the P.R.C. (iii) Seagate Software Limited, a company organized under the laws of the United Kingdom, will register a branch in South Africa and the Contributed Assets and Employees located in South Africa shall be transferred to Seagate Software Limited.. (b)

Contribution and Transfer. Subject to the terms and -------------------------- conditions ------------------------- of this Agreement and in consideration for the issuance by Newco of Newco Common Stock as provided above, the Contributing Companies shall at the Effective Time, for good and valuable consideration receipt and sufficiency of which is hereby acknowledged on behalf of each of the Contributing Companies, Companies other than SSI, contribute and transfer and deliver to Newco or cause to be contributed, transferred and delivered to Newco, and at the Effective Time Newco shall accept the contribution and transfer from the Contributing Companies, all right, title and interest in and to the Contributed Stock and Assets. Specifically, SSI will transfer and contribute to Newco the Contributed Stock and the Contributing Companies will transfer and contribute to Newco the Contributed Assets. All Contributed Assets of STI shall be deemed first contributed by STI to SSI and only then by SSI to Newco. Notwithstanding the preceding, the parties hereto agree to transfer the following Contributed Assets which are located outside of the United States as follows: in a mutually agreeable manner. For example, SSI contemplates the formation of a new entity in Australia (iwhich would become a Contributed Company) With which would acquire the Australian Contributed Assets from Seagate Software Pty. Ltd. Seagate Software Limited, a company organized under the laws of the United Kingdom and Delaware, will register branches in the countries of South Africa, Spain and Dubai. Additionally, with respect to Contributed Assets located in France, Japan, Sweden, and Australiathe Netherlands, such Contributed Assets shall may be purchased and sold by and among the VERITAS and Seagate entities located in such countries in exchange for amounts of cash consideration, as determined by STI, equal in total to the extra amount consideration contributed to Newco by SSI (beyond what otherwise for which SSI would be contributed to Newco by the Contributing Companies and the Contributing Companies will receive no additional Newco Common Stock for the extra amount of contributed cash beyond the amounts of Newco Common Stock contemplated by this Agreement). The parties shall execute bills of sale reflecting Furthermore, the transfer of any such Contributed Assets which shall reflect the purchase price (contributed to Newco by SSI) and only such amount shall be reported as the purchase price for all Tax reporting purposes; no party shall have a position inconsistent therewith. (ii) The parties shall cooperate to facilitate the transfer transfer, to the extent so desired, of Employees with respect employees related to facilities located Group Business in Singapore, Sweden, the countries of Singapore and Malaysia, Mexico, Canada, Hong Kong and the P.R.C. (iii) Seagate Software Limited, a company organized under the laws of the United Kingdom, will register a branch in South Africa and the Contributed Assets and Employees located in South Africa shall be transferred to Seagate Software Limited.

Contribution and Transfer. Subject to the terms and conditions ------------------------- of this Agreement and in consideration for the issuance by Newco of Newco Common Stock as provided above, the Contributing Companies shall at the Effective Time, for good and valuable consideration receipt and sufficiency of which is hereby acknowledged on behalf of each of the Contributing Companies, Companies other than SSI, contribute and transfer and deliver to Newco or cause to be contributed, transferred and delivered to Newco, and at the Effective Time Newco shall accept the contribution and transfer from the Contributing Companies, all right, title and interest in and to the Contributed Stock and Assets. Specifically, SSI will transfer and contribute to Newco the Contributed Stock and the Contributing Companies will transfer and contribute to Newco the Contributed Assets. All Contributed Assets of STI shall be deemed first contributed by STI to SSI and only then by SSI to Newco. Notwithstanding the preceding, the parties hereto agree to transfer the following Contributed Assets which are located outside of the United States as follows: in a mutually agreeable manner. For example, SSI contemplates the formation of a new entity in Australia (iwhich would become a Contributed Company) With which would acquire the Australian Contributed Assets from Seagate Software Pty. Ltd. Seagate Software Limited, a company organized under the laws of the United Kingdom and Delaware, will register branches in the countries of South Africa, Spain and Dubai. Additionally, with respect to Contributed Assets located in France, Japan, Sweden, and Australiathe Netherlands, such Contributed Assets shall may be purchased and sold by and among the VERITAS and Seagate entities located in such countries in exchange for amounts of cash consideration, as determined by STI, equal in total to the extra amount consideration contributed to Newco by SSI (beyond what otherwise for which SSI would be contributed to Newco by the Contributing Companies and the Contributing Companies will receive no additional Newco Common Stock for the extra amount of contributed cash beyond the amounts of Newco Common Stock contemplated by this Agreement). The parties shall execute bills of sale reflecting Furthermore, the transfer of any such Contributed Assets which shall reflect the purchase price (contributed to Newco by SSI) and only such amount shall be reported as the purchase price for all Tax reporting purposes; no party shall have a position inconsistent therewith. (ii) The parties shall cooperate to facilitate the transfer transfer, to the extent so desired, of Employees with respect employees related to facilities located Group Business in Singapore, Sweden, the countries of Singapore and Malaysia, Mexico, Canada, Hong Kong and the P.R.C. (iii) Seagate Software Limited, a company organized under the laws of the United Kingdom, will register a branch in South Africa and the Contributed Assets and Employees located in South Africa shall be transferred to Seagate Software Limited.