EXCHANGE OF SECRETARY'S CERTIFICATES. Upon receipt of a certificate of the Secretary or an Assistant Secretary of Adaptec in the form attached to this Agreement as EXHIBIT A, WSGR shall deliver to Roxio on behalf of Adaptec all of the items required to be delivered by Adaptec hereunder pursuant to SECTION 2.1 of this Agreement and each such item shall be deemed to be delivered to Roxio as of the Separation Date upon delivery of such certificate. Upon receipt of a certificate of the Secretary or an Assistant Secretary of Roxio in the form attached to this Agreement as EXHIBIT B, Xxxx Xxxx shall deliver to Adaptec on behalf of Roxio all of the items required to be delivered by Roxio pursuant to SECTION 2.2 hereunder and each such item shall be deemed to be delivered to Adaptec as of the Separation Date upon receipt of such certificate.
EXCHANGE OF SECRETARY'S CERTIFICATES. Upon receipt of a certificate of the Secretary or an Assistant Secretary of HP in the form attached to this Agreement as Exhibit A, WSGR shall deliver to Agilent on behalf of HP all of the items required to be delivered by HP hereunder pursuant to Section 2.1 of this Agreement and each such item shall be deemed to be delivered to Agilent as of the Separation Date upon delivery of such certificate. Upon receipt of a certificate of the Secretary or an Assistant Secretary of Agilent in the form attached to this Agreement as Exhibit B, WSGR shall deliver to HP on behalf of Agilent all of the items required to be delivered by Agilent hereunder and each such item shall be deemed to be delivered to HP as of the Separation Date upon receipt of such certificate.
EXCHANGE OF SECRETARY'S CERTIFICATES. Upon receipt of a certificate of the Secretary or an Assistant Secretary of Southern in the form attached to this Agreement as Exhibit A, Trouxxxx Xxxdxxx xxxll deliver to Southern Energy on behalf of Southern all of the items required to be delivered by Southern hereunder pursuant to Section 2.1 of this Agreement and each such item shall be deemed to be delivered to Southern Energy as of the Separation Date upon delivery of such certificate. Upon receipt of a certificate of the Secretary or an Assistant Secretary of Southern Energy in the form attached to this Agreement as Exhibit B, Trouxxxx Xxxdxxx xxxll deliver to Southern on behalf of Southern Energy all of the items required to be delivered by Southern Energy hereunder and each such item shall be deemed to be delivered to Southern as of the Separation Date upon receipt of such certificate.
EXCHANGE OF SECRETARY'S CERTIFICATES. Upon receipt of a certificate of the Secretary or an Assistant Secretary of C-Cube in the form attached to this Agreement as Exhibit A, WSGR shall deliver to Semiconductor I and Semiconductor II on behalf of C-Cube all of the items required to be delivered by C-Cube hereunder pursuant to SECTION 2.1 of this Agreement and each such item shall be deemed to be delivered to Semiconductor I and Semiconductor II as of the Separation Date upon delivery of such certificate. Upon receipt of a certificate of the Secretary or an Assistant Secretary of Semiconductor I and Semiconductor II in the form attached to this Agreement as EXHIBIT B, WSGR shall deliver to C-Cube on behalf of Semiconductor I and Semiconductor II all of the items required to be delivered by Semiconductor I and Semiconductor II hereunder and each such item shall be deemed to be delivered to C-Cube as of the Separation Date upon receipt of such certificate.
EXCHANGE OF SECRETARY'S CERTIFICATES. Upon receipt of a certificate of the Secretary or an Assistant Secretary of 3Com in the form attached to this Agreement as Exhibit A, WSGR shall deliver to Palm on behalf of 3Com all of the items required to be delivered by 3Com hereunder pursuant to Section 2.1 and each such item shall be deemed to be delivered to Palm as of the Separation Date upon delivery of such certificate. Upon receipt of a certificate of the Secretary or an Assistant Secretary of Palm in the form attached to this Agreement as Exhibit B, WSGR shall deliver to 3Com on behalf of Palm all of the items required to be delivered by Palm pursuant to Section 2.2 hereunder and each such item shall be deemed to be delivered to 3Com as of the Separation Date upon receipt of such certificate.
EXCHANGE OF SECRETARY'S CERTIFICATES. Upon receipt of a certificate of the Secretary or an Assistant Secretary of Palm in the form attached to this Agreement as Exhibit A, WSGR shall deliver to PalmSource on behalf of Palm all of the items required to be delivered by Palm hereunder pursuant to Section 3.1 and each such item shall be deemed to be delivered to PalmSource as of the Separation Date upon delivery of such certificate. Upon receipt of a certificate of the Secretary or an Assistant Secretary of PalmSource in the form attached to this Agreement as Exhibit B, WSGR shall deliver to Palm on behalf of PalmSource all of the items required to be delivered by PalmSource pursuant to Section 3.2 hereunder and each such item shall be deemed to be delivered to Palm as of the Separation Date upon receipt of such certificate.
EXCHANGE OF SECRETARY'S CERTIFICATES. Upon receipt of a certificate of the Secretary or an Assistant Secretary of Ambassadors in the form attached to this Agreement as Exhibit A, RMCPD shall deliver to Education on behalf of Ambassadors all of the items required to be delivered by Ambassadors hereunder pursuant to Section 2.1 of this Agreement and each such item shall be deemed to be delivered to Education as of the Separation Date upon delivery of such certificate. Upon receipt of a certificate of the Secretary or an Assistant Secretary of Education in the form attached to this Agreement as Exhibit B, RMCPD shall deliver to Ambassadors on behalf of Education all of the items required to be delivered by Education pursuant to Section 2.2 hereunder and each such item shall be deemed to be delivered to Ambassadors as of the Separation Date upon receipt of such certificate.
EXCHANGE OF SECRETARY'S CERTIFICATES. Upon receipt of a certificate of the Secretary or an Assistant Secretary of MRV in the form attached to this Agreement as Exhibit A, K&L shall deliver to Luminent on behalf of MRV all of the items required to be delivered by MRV hereunder pursuant to Section 2.1 and each such item shall be deemed to be delivered to Luminent as of the Separation Date upon delivery of such certificate. Upon receipt of a certificate of the Secretary or an Assistant Secretary of Luminent in the form attached to this Agreement as Exhibit B, K&L shall deliver to MRV on behalf of Luminent all of the items required to be delivered by Luminent pursuant to Section 2.2 hereunder and each such item shall be deemed to be delivered to MRV as of the Separation Date upon receipt of such certificate.
EXCHANGE OF SECRETARY'S CERTIFICATES. Upon receipt of a certificate of the Secretary or an Assistant Secretary of TFS in the form attached to this Agreement as Exhibit A, Xxxxxxxxx Xxxxxxx, LLP shall deliver to Brillian on behalf of TFS all of the items required to be delivered by TFS pursuant to Section 2.4 of this Agreement and each such item shall be deemed to be delivered to Brillian as of the Separation Date upon receipt of such item. Upon receipt of a certificate of the Secretary or an Assistant Secretary of Brillian in the form attached to this Agreement as Exhibit B, Xxxxxxxxx Xxxxxxx, LLP shall deliver to TFS on behalf of Brillian all of the items required to be delivered by Brillian pursuant to Section 2.5 of this Agreement and each such item shall be deemed to be delivered to TFS as of the Separation Date upon receipt of such item.
EXCHANGE OF SECRETARY'S CERTIFICATES. Upon receipt of a certificate of the Secretary or an Assistant Secretary of ESS Technology in the form attached to this Agreement as EXHIBIT A, Orrick shall deliver to Vialta on behalf of ESS Technology all of the items required to be delivered by ESS Technology hereunder pursuant to SECTION 2.1 of this Agreement and each such item shall be deemed to be delivered to Vialta as of the Distribution Date upon delivery of such certificate. Upon receipt of a certificate of the Secretary or an Assistant Secretary of Vialta in the form attached to this Agreement as EXHIBIT B, Grax Xxxx xxall deliver to ESS Technology on behalf of Vialta all of the items required to be delivered by Vialta pursuant to SECTION 2.2 hereunder and each such item shall be deemed to be delivered to ESS Technology as of the Distribution Date upon receipt of such certificate.
