Common use of DOCUMENTS AND ITEMS TO BE DELIVERED ON THE SEPARATION DATE Clause in Contracts

DOCUMENTS AND ITEMS TO BE DELIVERED ON THE SEPARATION DATE. SECTION 2.1 DOCUMENTS TO BE DELIVERED BY C-CUBE. (a) On the Separation Date, C-Cube will deliver, or will cause its appropriate Subsidiaries to deliver, to Semiconductor I and Semiconductor II all of the following items and agreements (collectively, together with all agreements and documents contemplated by such agreements, the "ANCILLARY AGREEMENTS"): (b) A duly executed General Assignment and Assumption Agreement (the "ASSIGNMENT AGREEMENT") substantially in the form attached hereto as EXHIBIT C; (c) Certificates representing the stock and/or investments in the Subsidiaries and other holdings of C-Cube set forth on SCHEDULE 2.1(B) with duly executed stock powers in the form proper for transfer; (d) A duly executed Transitional Services Agreement substantially in the form attached hereto as EXHIBIT D; (e) A duly executed Employee Matters Agreement substantially in the form attached hereto as EXHIBIT E; (f) A duly executed Tax Sharing Agreement substantially in the form attached hereto as EXHIBIT F; (g) A duly executed Master Confidential Disclosure Agreement substantially in the form attached hereto as EXHIBIT G; (h) A duly executed Indemnification and Insurance Matters Agreement substantially in the form attached hereto as EXHIBIT H; (i) A duly executed Real Estate Matters Agreement substantially in the form attached hereto as EXHIBIT I; (j) Resignations of each person who is an officer or director of any member of C-Cube or its Subsidiaries, immediately prior to the Separation Date, and who will be employees of Semiconductor I or Semiconductor II or any of their Subsidiaries from and after the Separation Date; and (k) Such other agreements, documents or instruments as the parties may agree are necessary or desirable in order to achieve the purposes hereof, including, without limitation, all service level agreements entered into in accordance with SECTION 4.3 and those documents referred to in SECTION 4.4.

DOCUMENTS AND ITEMS TO BE DELIVERED ON THE SEPARATION DATE. SECTION Section 2.1 DOCUMENTS TO BE DELIVERED BY C-CUBE. (a) Documents to Be Delivered by 3Com. On the Separation DateDate or such other date as agreed in connection with the Non-US Plan (as defined in Section 5.8), C-Cube 3Com will deliver, or will cause its appropriate Subsidiaries to deliver, to Semiconductor I and Semiconductor II Palm all of the following items and agreements (collectively, together with all agreements and documents contemplated by such agreements, the "ANCILLARY AGREEMENTSAncillary Agreements"): (ba) A duly executed General Assignment and Assumption Agreement (the "ASSIGNMENT AGREEMENTAssignment Agreement") substantially in the form attached hereto as EXHIBIT Exhibit C; (c) Certificates representing the stock and/or investments in the Subsidiaries and other holdings of C-Cube set forth on SCHEDULE 2.1(B) with duly executed stock powers in the form proper for transfer; (db) A duly executed Transitional Services Master Technology Ownership and License Agreement substantially in the form attached hereto as EXHIBIT DExhibit 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 substantially in the form attached as Exhibit D-3; (ec) A duly executed Employee Matters Agreement substantially in the form attached hereto as EXHIBIT Exhibit E; (fd) A duly executed Tax Sharing Agreement substantially in the form attached hereto as EXHIBIT Exhibit F; (e) A duly executed Master Transitional Services Agreement substantially in the form attached hereto as Exhibit G; (f) A duly executed Real Estate Matters Agreement substantially in the form attached hereto as Exhibit H; (g) A duly executed Master Confidential Disclosure Agreement substantially in the form attached hereto as EXHIBIT GExhibit I; (h) A duly executed Indemnification and Insurance Matters Agreement substantially in the form attached hereto as EXHIBIT HExhibit J; (i) A duly executed Real Estate Matters Agreement substantially plan of Reorganization of Operations Outside the US, as described in the form attached hereto as EXHIBIT IExhibit K; (j) Resignations of each person who is an officer or director of any member of C-Cube 3Com or its Subsidiaries, immediately prior to the Separation Date, and who will be employees of Semiconductor I or Semiconductor II or any of their Subsidiaries Palm from and after the Separation Date; and (k) Such other agreements, documents or instruments as the parties may agree are necessary or desirable in order to achieve the purposes hereof, including, without limitation, all service level agreements entered into in accordance with SECTION 4.3 and those documents referred to in SECTION 4.4.

DOCUMENTS AND ITEMS TO BE DELIVERED ON THE SEPARATION DATE. SECTION Section 2.1 DOCUMENTS TO BE DELIVERED BY C-CUBE. (a) Documents to Be Delivered By HP. On the Separation Date, Cor such later date as agreed in connection with the Non-Cube US Plan, HP will deliver, or will cause its appropriate Subsidiaries to deliver, to Semiconductor I and Semiconductor II Agilent all of the following items and agreements (collectively, together with all agreements and documents contemplated by such agreements, the "ANCILLARY AGREEMENTSAncillary Agreements"): (ba) A duly executed General Assignment and Assumption Agreement (the "ASSIGNMENT AGREEMENTAssignment Agreement") substantially in the form attached hereto as EXHIBIT Exhibit C; (cb) Certificates representing the stock and/or investments in the Subsidiaries and other holdings of C-Cube HP set forth on SCHEDULE 2.1(BSchedule 2.1(b) with duly executed stock powers in the form proper for transfer; (dc) A duly executed Transitional Services Master Technology Ownership and License Agreement substantially in the form attached hereto as EXHIBIT DExhibit D-1, a duly executed Master Patent Ownership and License Agreement substantially in the form attached hereto as Exhibit D-2, a duly executed Master Trademark Ownership and License Agreement substantially in the form attached as Exhibit D-3 and a duly executed ICBD Technology Ownership and License Agreement substantially in the form attached hereto as Exhibit D-4, and; (ed) A duly executed Employee Matters Agreement substantially in the form attached hereto as EXHIBIT Exhibit E; (fe) A duly executed Tax Sharing Agreement substantially in the form attached hereto as EXHIBIT Exhibit F; (f) A duly executed Master IT Service Level Agreement substantially in the form attached hereto as Exhibit G; (g) A duly executed Real Estate Matters Agreement substantially in the form attached hereto as Exhibit H; (h) A duly executed Environmental Matters Agreement substantially in the form attached hereto as Exhibit I; (i) A duly executed Master Confidential Disclosure Agreement substantially in the form attached hereto as EXHIBIT GExhibit J; (hj) A duly executed Indemnification and Insurance Matters Agreement substantially in the form attached hereto as EXHIBIT HExhibit K; (i) A duly executed Real Estate Matters Agreement substantially in the form attached hereto as EXHIBIT I; (jk) Resignations of each person who is an officer or director of any member of C-Cube Agilent or its Subsidiaries, immediately prior to the Separation Date, and who will be employees of Semiconductor I or Semiconductor II or any of their Subsidiaries HP from and after the Separation Date; and (kl) Such other agreements, documents or instruments as the parties may agree are necessary or desirable in order to achieve the purposes hereof, including, without limitation, all service level agreements entered into in accordance with SECTION 4.3 Section 5.3 and those documents referred to in SECTION 4.4Section 5.8.

DOCUMENTS AND ITEMS TO BE DELIVERED ON THE SEPARATION DATE. SECTION 2.1 DOCUMENTS TO BE DELIVERED BY C-CUBE. (a) Documents to Be Delivered by MRV. On the Separation DateDate or such other date as agreed in connection with the Non-US Plan (as defined in Section 5.8), C-Cube MRV will deliver, or will cause its appropriate Subsidiaries to deliver, to Semiconductor I and Semiconductor II Luminent all of the following items and agreements (collectively, together with all agreements and documents contemplated by such agreements, the "ANCILLARY AGREEMENTSAncillary Agreements"): (ba) A duly executed General Assignment and Assumption Agreement (the "ASSIGNMENT AGREEMENTAssignment Agreement") substantially in the form attached hereto as EXHIBIT Exhibit C; (c) Certificates representing the stock and/or investments in the Subsidiaries and other holdings of C-Cube set forth on SCHEDULE 2.1(B) with duly executed stock powers in the form proper for transfer; (db) A duly executed Transitional Services Master Technology Ownership and License Agreement substantially in the form attached hereto as EXHIBIT DExhibit 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 substantially in the form attached as Exhibit D-3; (ec) A duly executed Employee Matters Agreement substantially in the form attached hereto as EXHIBIT Exhibit E; (fd) A duly executed Tax Sharing Agreement substantially in the form attached hereto as EXHIBIT Exhibit F; (e) A duly executed Master Transitional Services Agreement substantially in the form attached hereto as Exhibit G; (f) A duly executed Real Estate Matters Agreement substantially in the form attached hereto as Exhibit H; (g) A duly executed Master Confidential Disclosure Agreement substantially in the form attached hereto as EXHIBIT GExhibit I; (h) A duly executed Indemnification and Insurance Matters Agreement substantially in the form attached hereto as EXHIBIT HExhibit J; (i) A duly executed Real Estate Matters Agreement substantially in the form attached hereto as EXHIBIT I; (j) Resignations of each person who is an officer or director of any member of C-Cube MRV or its Subsidiaries, immediately prior to the Separation Date, and who will be employees of Semiconductor I or Semiconductor II or any of their Subsidiaries Luminent from and after the Separation Date; and (kj) Such other agreements, documents or instruments as the parties may agree are necessary or desirable in order to achieve the purposes hereof, including, without limitation, all service level agreements entered into in accordance with SECTION 4.3 and those documents referred to in SECTION 4.4.

DOCUMENTS AND ITEMS TO BE DELIVERED ON THE SEPARATION DATE. SECTION Section 2.1 DOCUMENTS TO BE DELIVERED BY C-CUBE. (a) Documents to be Delivered by Sxxx Xxx. On the Separation Date, C-Cube Sxxx Xxx will deliver, or will cause its appropriate Subsidiaries to deliver, to Semiconductor I and Semiconductor II HBI all of the following items agreements, documents and agreements instruments (collectively, together with all agreements and documents contemplated by such agreements, documents and instruments contemplated hereby or thereby or executed in connection herewith or therewith, the "ANCILLARY AGREEMENTS"“Ancillary Agreements”): (b) A duly executed General Assignment and Assumption Agreement (the "ASSIGNMENT AGREEMENT") substantially in the form attached hereto as EXHIBIT C; (c) Certificates representing the stock and/or investments in the Subsidiaries and other holdings of C-Cube set forth on SCHEDULE 2.1(B) with duly executed stock powers in the form proper for transfer; (d) A duly executed Transitional Services Agreement substantially in the form attached hereto as EXHIBIT D; (ea) A duly executed Employee Matters Agreement substantially in the form attached hereto as EXHIBIT EExhibit A (the “Employee Matters Agreement”); (fb) A duly executed Tax Sharing Agreement substantially in the form attached hereto as EXHIBIT FExhibit B (the “Tax Sharing Agreement”); (gc) A duly executed Master Confidential Disclosure Transition Services Agreement substantially in the form attached hereto as EXHIBIT GExhibit C (the “Master Transition Services Agreement”); (hd) A duly executed Real Estate Matters Agreement substantially in the form attached hereto as Exhibit D (the “Real Estate Matters Agreement”); (e) A duly executed Indemnification and Insurance Matters Agreement substantially in the form attached hereto as EXHIBIT HExhibit E (the “Indemnification and Insurance Matters Agreement”); (if) A duly executed Real Estate Intellectual Property Matters Agreement substantially in the form attached hereto as EXHIBIT IExhibit F (the “Intellectual Property Matters Agreement”); (jg) Resignations of each person individual who is an officer or director of HBI and who is or will be an employee, officer or director of Sxxx Xxx or its Subsidiaries from and after the closing of the transactions contemplated by this Agreement from any and all offices and directorships of HBI held by such individual, such resignations to be effective on the day prior to the Distribution Date; (h) Stockholder consents (or similar actions) to (i) remove each individual who is an officer or director of any member Subsidiary of C-Cube Sxxx Xxx which will be transferred to HBI in connection with the Separation and who is or will be an employee, officer or director of Sxxx Xxx or its SubsidiariesSubsidiaries from and after the closing of the transactions contemplated by this Agreement from any and all offices and directorships of the Subsidiaries to be transferred to HBI, immediately prior such removals to effective as of the Separation Date, and (ii) remove each individual who is an officer or director of any Subsidiary of Sxxx Xxx which will not be transferred to HBI in connection with the Separation and who is or will be employees an employee, officer or director of Semiconductor I HBI or Semiconductor II or any of their its Subsidiaries from and after the closing of the transactions contemplated by this Agreement from any and all offices and directorships of the Subsidiaries not being transferred to HBI, such removals to effective as of the Separation Date; and (ki) Such other agreements, documents or instruments as the parties may agree are necessary or desirable in order to achieve the purposes hereof, including, without limitation, all service level agreements entered into in accordance with SECTION 4.3 and those documents referred to in SECTION 4.4.

DOCUMENTS AND ITEMS TO BE DELIVERED ON THE SEPARATION DATE. SECTION Section 2.1 DOCUMENTS TO BE DELIVERED BY C-CUBE. (a) Documents to Be Delivered By HP. On the Separation DateDate or such later date as agreed in connection with the Non-US Plan, C-Cube HP will deliver, or will cause its appropriate Subsidiaries to deliver, to Semiconductor I and Semiconductor II Agilent all of the following items and agreements (collectively, together with all agreements and documents contemplated by such agreements, the "ANCILLARY AGREEMENTSAncillary Agreements"): (ba) A duly executed General Assignment and Assumption Agreement (the "ASSIGNMENT AGREEMENTAssignment Agreement") substantially in the form attached hereto as EXHIBIT Exhibit C; (cb) Certificates representing the stock and/or investments in the Subsidiaries and other holdings of C-Cube HP set forth on SCHEDULE 2.1(BSchedule 2.1(b) with duly executed stock powers in the form proper for transfer; (dc) A duly executed Transitional Services Master Technology Ownership and License Agreement substantially in the form attached hereto as EXHIBIT DExhibit D-1, a duly executed Master Patent Ownership and License Agreement substantially in the form attached hereto as Exhibit D-2, a duly executed Master Trademark Ownership and License Agreement substantially in the form attached as Exhibit D-3 and a duly executed ICBD Technology Ownership and License Agreement substantially in the form attached hereto as Exhibit D-4, and; (ed) A duly executed Employee Matters Agreement substantially in the form attached hereto as EXHIBIT Exhibit E; (fe) A duly executed Tax Sharing Agreement substantially in the form attached hereto as EXHIBIT Exhibit F; (f) A duly executed Master IT Service Level Agreement substantially in the form attached hereto as Exhibit G; (g) A duly executed Real Estate Matters Agreement substantially in the form attached hereto as Exhibit H; (h) A duly executed Environmental Matters Agreement substantially in the form attached hereto as Exhibit I; (i) A duly executed Master Confidential Disclosure Agreement substantially in the form attached hereto as EXHIBIT GExhibit J; (hj) A duly executed Indemnification and Insurance Matters Agreement substantially in the form attached hereto as EXHIBIT HExhibit K; (i) A duly executed Real Estate Matters Agreement substantially in the form attached hereto as EXHIBIT I; (jk) Resignations of each person who is an officer or director of any member of C-Cube Agilent or its Subsidiaries, immediately prior to the Separation Date, and who will be employees of Semiconductor I or Semiconductor II or any of their Subsidiaries HP from and after the Separation Date; and (kl) Such other agreements, documents or instruments as the parties may agree are necessary or desirable in order to achieve the purposes hereof, including, without limitation, all service level agreements entered into in accordance with SECTION 4.3 Section 5.3 and those documents referred to in SECTION 4.4Section 5.8.

DOCUMENTS AND ITEMS TO BE DELIVERED ON THE SEPARATION DATE. SECTION 2.1 DOCUMENTS TO BE DELIVERED BY C-CUBE. (a) Documents to Be Delivered by MRV On the Separation DateDate or such other date as agreed in connection with the Non-US Plan (as defined in Section 5.8), C-Cube MRV will deliver, or will cause its appropriate Subsidiaries to deliver, to Semiconductor I and Semiconductor II Luminent all of the following items and agreements (collectively, together with all agreements and documents contemplated by such agreements, the "ANCILLARY AGREEMENTSAncillary Agreements"): (ba) A duly executed General Assignment and Assumption Agreement (the "ASSIGNMENT AGREEMENTAssignment Agreement") substantially in the form attached hereto as EXHIBIT Exhibit C; (c) Certificates representing the stock and/or investments in the Subsidiaries and other holdings of C-Cube set forth on SCHEDULE 2.1(B) with duly executed stock powers in the form proper for transfer; (db) A duly executed Transitional Services Master Technology Ownership and License Agreement substantially in the form attached hereto as EXHIBIT DExhibit 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 substantially in the form attached as Exhibit D-3; (ec) A duly executed Employee Matters Agreement substantially in the form attached hereto as EXHIBIT Exhibit E; (fd) A duly executed Tax Sharing Agreement substantially in the form attached hereto as EXHIBIT Exhibit F; (e) A duly executed Master Transitional Services Agreement substantially in the form attached hereto as Exhibit G; (f) A duly executed Real Estate Matters Agreement substantially in the form attached hereto as Exhibit H; (g) A duly executed Master Confidential Disclosure Agreement substantially in the form attached hereto as EXHIBIT GExhibit I; (h) A duly executed Indemnification and Insurance Matters Agreement substantially in the form attached hereto as EXHIBIT HExhibit J; (i) A duly executed Real Estate Matters Agreement substantially in the form attached hereto as EXHIBIT I; (j) Resignations of each person who is an officer or director of any member of C-Cube MRV or its Subsidiaries, immediately prior to the Separation Date, and who will be employees of Semiconductor I or Semiconductor II or any of their Subsidiaries Luminent from and after the Separation Date; and (kj) Such other agreements, documents or instruments as the parties may agree are necessary or desirable in order to achieve the purposes hereof, including, without limitation, all service level agreements entered into in accordance with SECTION 4.3 and those documents referred to in SECTION 4.4.

DOCUMENTS AND ITEMS TO BE DELIVERED ON THE SEPARATION DATE. SECTION 2.1 DOCUMENTS TO BE DELIVERED BY C-CUBE. (a) Documents to Be Delivered by MRV. On the Separation Date, C-Cube MRV will deliver, or will cause its appropriate Subsidiaries to deliver, to Semiconductor I and Semiconductor II Optical Access all of the following items and agreements (collectively, together with all agreements and documents contemplated by such agreements, the "ANCILLARY AGREEMENTSAncillary Agreements"): (ba) A duly executed General Assignment and Assumption Agreement (the "ASSIGNMENT AGREEMENTAssignment Agreement") substantially in the form attached hereto as EXHIBIT Exhibit C; (c) Certificates representing the stock and/or investments in the Subsidiaries and other holdings of C-Cube set forth on SCHEDULE 2.1(B) with duly executed stock powers in the form proper for transfer; (db) A duly executed Transitional Services Master Technology Ownership and License Agreement substantially in the form attached hereto as EXHIBIT DExhibit 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 substantially in the form attached as Exhibit D-3; (ec) A duly executed Employee Matters Agreement substantially in the form attached hereto as EXHIBIT Exhibit E; (fd) A duly executed Tax Sharing Agreement substantially in the form attached hereto as EXHIBIT Exhibit F; (e) A duly executed Master Transitional Services Agreement substantially in the form attached hereto as Exhibit G; (f) A duly executed Real Estate Matters Agreement substantially in the form attached hereto as Exhibit H; (g) A duly executed Master Confidential Disclosure Agreement substantially in the form attached hereto as EXHIBIT GExhibit I; (h) A duly executed Indemnification and Insurance Matters Agreement substantially in the form attached hereto as EXHIBIT HExhibit J; (i) A duly executed Real Estate Matters Agreement substantially in the form attached hereto as EXHIBIT I; (j) Resignations of each person who is an officer or director of any member of C-Cube MRV or its Subsidiaries, immediately prior to the Separation Date, and who will be employees of Semiconductor I or Semiconductor II or any of their Subsidiaries Optical Access from and after the Separation Date; and (kj) Such other agreements, documents or instruments as the parties may agree are necessary or desirable in order to achieve the purposes hereof, including, without limitation, all service level agreements entered into in accordance with SECTION 4.3 and those documents referred to in SECTION 4.4.