DOCUMENTS AND ITEMS TO BE DELIVERED. ON OR BEFORE THE SEPARATION DATE
DOCUMENTS AND ITEMS TO BE DELIVERED. ON THE EFFECTIVE DATE. ----------------------------------------------------------
SECTION 4.1 DOCUMENTS TO BE DELIVERED BY PARENT. On the Effective Date, or such other date as agreed in connection with the consummation the Plan, Parent shall contribute, transfer and deliver, or will cause the member of the Parent Group to contribute, transfer and deliver, to Sub and the members of the Sub Group all of the following items and agreements (collectively, together with all agreements and documents contemplated by such agreements, the "Ancillary Agreements"):
SECTION 4.1.1 A duly executed Intellectual Property Agreement;
SECTION 4.1.2 A duly executed Tax Allocation Agreement;
SECTION 4.1.3 A duly executed Corporate Services Agreement;
SECTION 4.1.4 A duly executed Use and Occupancy Agreement;
SECTION 4.1.5 A duly executed Registration Rights Agreement;
SECTION 4.1.6 Resignations of each person who is an officer or director of Parent or a member of the Parent Group, immediately prior to the Effective Date, and who will be employee, officer or director of Sub from and after the Effective Date; and
SECTION 4.1.7 Such other agreements, documents or instruments as Parent reasonably believes are necessary or desirable in order to achieve the purposes hereof.
DOCUMENTS AND ITEMS TO BE DELIVERED. 3.1 DOCUMENTS TO BE DELIVERED BY PALM. Palm will deliver, or will cause its appropriate Subsidiaries to deliver, to PalmSource all of the following items and agreements, each to take effect as of the Separation Date, (collectively, together with all agreements and documents contemplated by such agreements, the “Ancillary Agreements”):
(a) A duly executed General Assignment and Assumption Agreement (the “Assignment Agreement”) substantially in the form attached hereto as Exhibit C;
(b) A duly executed Master Technology Ownership and License Agreement substantially in the form attached hereto as Exhibit D-1, a duly executed Master Patent Ownership and License Agreement substantially in the form attached hereto as Exhibit D-2, and a duly executed Master Trademark Ownership and License Agreement, delivered after the date hereof but made effective as of the Separation Date, which shall be deemed Exhibit D-3;
(c) A duly executed Tax Sharing Agreement substantially in the form attached hereto as Exhibit E;
(d) A duly executed Business Services Agreement substantially in the form attached hereto as Exhibit F;
(e) A duly executed Master Confidential Disclosure Agreement substantially in the form attached hereto as Exhibit G;
(f) A duly executed Indemnification and Insurance Matters Agreement substantially in the form attached hereto as Exhibit H;
(g) A duly executed Sublease substantially in the form attached hereto as Exhibit I-1, a duly executed Assignment of Lease substantially in the form attached hereto as Exhibit I-2, a duly executed Real Estate License substantially in the form attached hereto as Exhibit I-3, and a duly executed Assignment of Lease substantially in the form attached hereto as Exhibit I-4;
(h) A duly executed Employee Leasing Agreement substantially in the form attached hereto as Exhibit J;
(i) A duly executed Software License Agreement substantially in the form attached hereto as Exhibit K; and
(j) Such other agreements, documents or instruments as the parties may agree are necessary or desirable in order to achieve the purposes hereof.
DOCUMENTS AND ITEMS TO BE DELIVERED. ON OR BEFORE THE DISTRIBUTION DATE
DOCUMENTS AND ITEMS TO BE DELIVERED. ON THE EFFECTIVE DATE8 Section 2.1Documents to be delivered by Compuware. 8 Section 2.2Documents to be delivered by Covisint. 9
DOCUMENTS AND ITEMS TO BE DELIVERED. ON THE IPO DATE9 Section 3.1Documents to be delivered by Compuware 9 Section 3.2Documents to be delivered by Covisint 9
DOCUMENTS AND ITEMS TO BE DELIVERED by the Borrower at Closing. The Borrower shall deliver or cause to be delivered to the Bank at the Closing the following:
(a) This Agreement duly executed by the Borrower;
(b) The Note duly executed by the Borrower;
(c) The Security Agreement duly executed by the Borrower, together with such Uniform Commercial Code financing statements and other documents as the Bank may reasonably require to be executed by the Borrower;
(d) The Mortgage duly executed by the Borrower and acknowledged, in form suitable for recording;
(e) The Patent Assignment duly executed by the Borrower and acknowledged in form suitable for recording;
(f) The Trademark Assignment duly executed by the Borrower and acknowledged, in form suitable for recording;
(g) The Copyright Assignment;
DOCUMENTS AND ITEMS TO BE DELIVERED. ON THE EFFECTIVE DATE. ----------------------------------------------------------
DOCUMENTS AND ITEMS TO BE DELIVERED. ON THE IPO DATE 1 Section 1.1 Documents to be delivered by EMC 1 Section 1.2 Documents to be delivered by VMware 2
DOCUMENTS AND ITEMS TO BE DELIVERED. PRIOR TO F-1 FILING.
Section 2.1 Documents to be delivered by SINA. SINA has delivered and its subsidiaries have delivered, as appropriate, or SINA will deliver, or will cause its subsidiaries to deliver, as appropriate, prior to the Public Filing Date, to Weibo and/or its subsidiaries, as appropriate: (a) a duly executed Transitional Services Agreement, substantially in the form attached to the Draft IPO Registration Statement as an exhibit, with such changes, if any, to such form as may be agreed to by the Parties prior to such execution (the “Transitional Services Agreement”); (b) duly executed Non-Competition Agreement, substantially in the form attached to the Draft IPO Registration Statement as an exhibit, with such changes, if any, to such form as may be agreed to by the Parties prior to such execution (the “Non-Competition Agreement”); (c) a duly executed Sales and Marketing Services Agreement, substantially in the form attached to the Draft IPO Registration Statement as an exhibit, with such changes, if any, to such form as may be agreed to by the Parties prior to such execution (the “Sales and Marketing Services Agreement”); and (d) such other agreements, documents or instruments as the Parties may agree are necessary or desirable in order to achieve the purposes hereof. For purposes of this Agreement, Weibo and its subsidiaries and VIE will not be considered subsidiaries and VIE of SINA.
