Common use of FORM OF TRANSFER Clause in Contracts

FORM OF TRANSFER. (a) The assignment to Roxio or its applicable Subsidiary of each relevant Leased Property shall be in substantially the form attached in Schedule 2, with such amendments which in the reasonable opinion of Adaptec are necessary with respect to a particular Property, including, without limitation, in all cases where a relevant Landlord has required a guarantor or surety to guarantee the obligations of Roxio or its applicable Subsidiary contained in the relevant Lease Consent or any other document which Roxio or its applicable Subsidiary is required to complete, the giving of such guarantee by a guarantor or surety, and the giving by Roxio or its applicable Subsidiary and any guarantor or surety of Roxio or its applicable Subsidiary's obligations of direct obligations to Adaptec or third parties where required under the terms of any of the Lease Consent or any covenant, condition, restriction, easement, lease or other encumbrance to which the Property is subject. Such amendments shall be submitted to Roxio for approval, which approval shall not be unreasonably withheld or delayed. (b) The licenses to be granted by Adaptec or its applicable Subsidiary to Roxio or its applicable Subsidiary, with respect to the Shared Properties shall be at the rental rates and terms set forth in Section B of Schedule 1 hereof. The license shall be substantially in the form of the License Form attached hereto as Schedule 3, with such amendments as are, in the reasonable opinion of Adaptec, necessary with respect to a particular Property. Such amendments shall be submitted to Roxio for approval, which approval shall not be unreasonably withheld. (c) The lease to be granted to Roxio with respect to Building 5 shall be at a monthly rental rate per rentable square foot, full service gross, of (i) $2.61 for the first year of the term, (ii) $2.69 for the second year of the term, (iii) $2.77 for the third year of the term, (iv) $2.85 for the fourth year of the term and (v) $2.93 for the fifth year of the term, and be for a five (5) year term commencing on the Separation Date. The lease shall commence in accordance with the schedule set forth in Section C of Schedule 1 hereof. Such lease shall be substantially in the form of the lease form attached hereto as Schedule 4 and shall include such amendments which in the reasonable opinion of Adaptec are necessary with respect to a particular Property. Such amendments shall be submitted to Roxio for approval, which approval shall not be unreasonably withheld or delayed. In connection with such lease, Adaptac shall grant to Roxio a revocable license to use the cafeteria and fitness center in the complex containing Building 5 in the form attached hereto as Schedule 5.

FORM OF TRANSFER. (a) The assignment to Roxio Palm or its applicable Subsidiary of each relevant Leased Property shall be in substantially the form attached in Schedule 2, with such amendments which in the reasonable opinion of Adaptec 3Com are necessary with respect to a particular Property, including, without limitation, in all cases where a relevant Landlord has required a guarantor or surety to guarantee the obligations of Roxio Palm or its applicable Subsidiary contained in the relevant Lease Consent or any other document which Roxio Palm or its applicable Subsidiary is required to complete, the giving of such guarantee by a guarantor or surety, and the giving by Roxio Palm or its applicable Subsidiary and any guarantor or surety of Roxio Palm's or its applicable Subsidiary's obligations of direct obligations to Adaptec 3Com or third parties where required under the terms of any of the Lease Consent or any covenant, condition, restriction, easement, lease or other encumbrance to which the Property is subject. Such amendments shall be submitted to Roxio Palm for approval, which approval shall not be unreasonably withheld or delayed. (b) The licenses to be granted by Adaptec Palm or its applicable Subsidiary to Roxio 3Com or its applicable Subsidiary, and 3Com or its applicable Subsidiary to Palm or its applicable Subsidiary, with respect to the Shared Properties shall be at the rental rates and terms set forth in Section B of Schedule 1 hereof. Rent shall be abated for the period from the Separation Date to March 1, 2000. The license shall be substantially in the form of the License Form attached hereto as Schedule 3Form, with such amendments as are, in the reasonable opinion of Adaptec3Com, necessary with respect to a particular Property. Such amendments shall be submitted to Roxio Palm for approval, which approval shall not be unreasonably withheld. (c) The lease and sublease to be granted to Roxio Palm with respect to Building 5 the Headquarters Facility shall be at a monthly rental rate of $3.72 per rentable square foot, foot full service grossgross including furniture and copier rental through February 28, of (i) 2001, $2.61 for the first year of the term3.82 per square foot full service gross including furniture and copier rental from March 1, (ii) 2001 through February 28, 2002 and $2.69 for the second year of the term, (iii) $2.77 for the third year of the term, (iv) $2.85 for the fourth year of the term 3.93 per square foot full service gross including furniture and (v) $2.93 for the fifth year of the termcopier rental thereafter, and be for a five (5) year term commencing on the Separation DateDate and expiring (i) February 28, 2003 as to Buildings 12 and 15 and the related common areas and (ii) August 1, 2002 as to Buildings 9 and 10 and the related common areas; provided, however, that in the event 3Com extends its underlying lease as to Buildings 9 and 10 or purchases the underlying fee interest in such property, the expiration date as to Buildings 9 and 10 and the related common areas shall be automatically extended to February 28, 2003. Either party may terminate the lease or sublease as to any of the buildings then subject to the lease or sublease upon six (6) months prior notice, which notice may be given at any time after December 31, 2000; provided, however, that any given termination notice may apply as to only one building and neither party may give a termination notice within thirty (30) days of any previous termination notice given by either party. The lease and sublease shall commence as to the various buildings within the Headquarters Facility in accordance with the schedule set forth in Section C of Schedule 1 hereof; provided, however, that the lease as to Building 15 shall not commence until such building is delivered to Tenant. Rent shall be abated for the period from the Separation Date to March 1, 2000. Such lease and sublease shall be substantially in the form of the lease form and sublease forms attached hereto as Schedule 4 and shall include such amendments which in the reasonable opinion of Adaptec 3Com are necessary with respect to a particular Property. Such amendments shall be submitted to Roxio Palm for approval, which approval shall not be unreasonably withheld or delayed. In connection with such lease, Adaptac shall grant to Roxio a revocable license to use the cafeteria and fitness center in the complex containing Building 5 in the form attached hereto as Schedule 5.

FORM OF TRANSFER. (a) The assignment to Roxio MercFuel or its applicable Subsidiary of each relevant Leased Property shall be in substantially the form attached in Schedule 2, with such amendments which in the reasonable opinion of Adaptec MAG are necessary with respect to a particular Property, including, without limitation, in all cases where a relevant Landlord has required a guarantor or surety to guarantee the obligations of Roxio MercFuel or its applicable Subsidiary contained in the relevant Lease Consent or any other document which Roxio MercFuel or its applicable Subsidiary is required to complete, the giving of such guarantee by a guarantor or surety, and the giving by Roxio MercFuel or its applicable Subsidiary and any guarantor or surety of Roxio MercFuel's or its applicable Subsidiary's obligations of direct obligations to Adaptec MAG or third parties where required under the terms of any of the Lease Consent or any covenant, condition, restriction, easement, lease or other encumbrance to which the Property is subject. Such amendments shall be submitted to Roxio MercFuel for approval, which approval shall not be unreasonably withheld or delayed. (b) The licenses to be granted by Adaptec MercFuel or its applicable Subsidiary to Roxio MAG or its applicable Subsidiary, and MAG or its applicable Subsidiary to MercFuel or its applicable Subsidiary, with respect to the Shared Properties shall be at the a rental rates and terms rate set forth in Section B Schedule 5 hereof and be for a term of Schedule 1 hereofsix (6) months, commencing as of _________________. Either party shall have the right to terminate the license as to any of the Properties upon thirty (30) days' prior notice. Rent shall be abated for the period from the Effective Date to ______________, 2001. The license shall be substantially in the form of the License Form attached hereto as Schedule 3Form, with such amendments as are, in the reasonable opinion of AdaptecMAG, necessary with respect to a particular Property. Such amendments shall be submitted to Roxio MercFuel for approval, which approval shall not be unreasonably withheld. (c) The lease to be granted to Roxio with respect to Building 5 shall be at a monthly rental rate per rentable square foot, full service gross, of (i) $2.61 for the first year of the term, (ii) $2.69 for the second year of the term, (iii) $2.77 for the third year of the term, (iv) $2.85 for the fourth year of the term and (v) $2.93 for the fifth year of the term, and be for a five (5) year term commencing on the Separation Date. The lease shall commence in accordance with the schedule set forth in Section C of Schedule 1 hereof. Such lease shall be substantially in the form of the lease form attached hereto as Schedule 4 and shall include such amendments which in the reasonable opinion of Adaptec are necessary with respect to a particular Property. Such amendments shall be submitted to Roxio for approval, which approval shall not be unreasonably withheld or delayed. In connection with such lease, Adaptac shall grant to Roxio a revocable license to use the cafeteria and fitness center in the complex containing Building 5 in the form attached hereto as Schedule 5.

FORM OF TRANSFER. (a) The assignment to Roxio or its applicable Subsidiary of each relevant Leased Property shall be in substantially the form attached in Schedule 2, with such amendments which in the reasonable opinion of Adaptec are necessary with respect to a particular Property, including, without limitation, in all cases where a relevant Landlord has required a guarantor or surety to guarantee the obligations of Roxio or its applicable Subsidiary contained in the relevant Lease Consent or any other document which Roxio or its applicable Subsidiary is required to complete, the giving of such guarantee by a guarantor or surety, and the giving by Roxio or its applicable Subsidiary and any guarantor or surety of Roxio or its applicable Subsidiary's obligations of direct obligations to Adaptec or third parties where required under the terms of any of the Lease Consent or any covenant, condition, restriction, easement, lease or other encumbrance to which the Property is subject. Such amendments shall be submitted to Roxio for approval, which approval shall not be unreasonably withheld or delayed. (b) The licenses to be granted by Adaptec or its applicable Subsidiary to Roxio or its applicable Subsidiary, with respect to the Shared Properties shall be at the rental rates and terms set forth in Section B of Schedule 1 hereof. The license shall be substantially in the form of the License Form attached hereto as Schedule 3Form, with such amendments as are, in the reasonable opinion of Adaptec, necessary with respect to a particular Property. Such amendments shall be submitted to Roxio for approval, which approval shall not be unreasonably withheld. (c) The lease to be granted to Roxio with respect to Building 5 shall be at a monthly rental rate per rentable square foot, full service gross, of (i) $2.61 for the first year of the term, (ii) $2.69 for the second year of the term, (iii) $2.77 for the third year of the term, (iv) $2.85 for the fourth year of the term and (v) $2.93 for the fifth year of the term, and be for a five (5) year term commencing on the Separation Date. The lease shall commence as to the various portions of Building 5 in accordance with the schedule set forth in Section C of Schedule 1 hereof. Such lease shall be substantially in the form of the lease form attached hereto as Schedule 4 and shall include such amendments which in the reasonable opinion of Adaptec are necessary with respect to a particular Property. Such amendments shall be submitted to Roxio for approval, which approval shall not be unreasonably withheld or delayed. In connection with such lease, Adaptac shall grant to Roxio a revocable license to use the cafeteria and fitness center in the complex containing Building 5 in the form attached hereto as Schedule 5.

FORM OF TRANSFER. (a) The assignment to Roxio Palm or its applicable Subsidiary of each relevant Leased Property shall be in substantially the form attached in Schedule 2, with such amendments which in the reasonable opinion of Adaptec 3Com are necessary with respect to a particular Property, including, without limitation, in all cases where a relevant Landlord has required a guarantor or surety to guarantee the obligations of Roxio Palm or its applicable Subsidiary contained in the relevant Lease Consent or any other document which Roxio Palm or its applicable Subsidiary is required to complete, the giving of such guarantee by a guarantor or surety, and the giving by Roxio Palm or its applicable Subsidiary and any guarantor or surety of Roxio Palm's or its applicable Subsidiary's obligations of direct obligations to Adaptec 3Com or third parties where required under the terms of any of the Lease Consent or any covenant, condition, restriction, easement, lease or other encumbrance to which the Property is subject. Such amendments shall be submitted to Roxio Palm for approval, which approval shall not be unreasonably withheld or delayed. (b) The licenses to be granted by Adaptec Palm or its applicable Subsidiary to Roxio 3Com or its applicable Subsidiary, and 3Com or its applicable Subsidiary to Palm or its applicable Subsidiary, with respect to the Shared Properties shall be at the a rental rates and terms rate set forth in Section B Schedule 5 hereof and be for a term of Schedule 1 hereofsix (6) months; provided, however, that the license as to the warehouse facility located at 0000-0000 Xxxx Xxxxxx, Santa Clara, California shall be at a monthly rental rate of $1.10 per square foot and terminate on December 31, 2000. Either party shall have the right to terminate the license as to any of the Properties upon thirty (30) days' prior notice. Rent shall be abated for the period from the Separation Date to March 1, 2000. The license shall be substantially in the form of the License Form attached hereto as Schedule 3Form, with such amendments as are, in the reasonable opinion of Adaptec3Com, necessary with respect to a particular Property. Such amendments shall be submitted to Roxio Palm for approval, which approval shall not be unreasonably withheld. (c) The lease and sublease to be granted to Roxio Palm with respect to Building 5 the Headquarters Facility shall be at a monthly rental rate of $3.72 per rentable square foot, foot full service grossgross including furniture and copier rental through February 28, of (i) 2001, $2.61 for the first year of the term3.82 per square foot full service gross including furniture and copier rental from March 1, (ii) 2001 through February 28, 2002 and $2.69 for the second year of the term, (iii) $2.77 for the third year of the term, (iv) $2.85 for the fourth year of the term 3.93 per square foot full service gross including furniture and (v) $2.93 for the fifth year of the termcopier rental thereafter, and be for a five (5) year term commencing on the Separation DateDate and expiring (i) February 28, 2003 as to Buildings 12 and 15 and the related common areas and (ii) August 1, 2002 as to Buildings 9 and 10 and the related common areas; provided, however, that in the event 3Com extends its underlying lease as to Buildings 9 and 10 or purchases the underlying fee interest in such property, the expiration date as to Buildings 9 and 10 and the related common areas shall be automatically extended to February 28, 2003. Either party may terminate the lease or sublease as to any of the buildings then subject to the lease or sublease upon six (6) months prior notice, which notice may be given at any time after December 31, 2000; provided, however, that any given termination notice may apply as to only one building and neither party may give a termination notice within thirty (30) days of any previous termination notice given by either party. The lease and sublease shall commence as to the various buildings within the Headquarters Facility in accordance with the schedule set forth in Section C of Schedule 1 hereof; provided, however, that the lease as to Buildings 12 and 15 shall not commence until such buildings are delivered to Tenant. Rent shall be abated for the period from the Separation Date to March 1, 2000. Such lease and sublease shall be substantially in the form of the lease form and sublease forms attached hereto as Schedule 4 and shall include such amendments which in the reasonable opinion of Adaptec 3Com are necessary with respect to a particular Property. Such amendments shall be submitted to Roxio Palm for approval, which approval shall not be unreasonably withheld or delayed. In connection with such lease, Adaptac shall grant to Roxio a revocable license to use the cafeteria and fitness center in the complex containing Building 5 in the form attached hereto as Schedule 5.

FORM OF TRANSFER. (a) The assignment to Roxio Luminent or its applicable Subsidiary of each relevant Leased Property shall be in substantially the form attached in Schedule 2, with such amendments which in the reasonable opinion of Adaptec MRV are necessary with respect to a particular Property, including, without limitation, in all cases where a relevant Landlord has required a guarantor or surety to guarantee the obligations of Roxio Luminent or its applicable Subsidiary contained in the relevant Lease Consent or any other document which Roxio Luminent or its applicable Subsidiary is required to complete, the giving of such guarantee by a guarantor or surety, and the giving by Roxio Luminent or its applicable Subsidiary and any guarantor or surety of Roxio Luminent's or its applicable Subsidiary's obligations of direct obligations to Adaptec MRV or third parties where required under the terms of any of the Lease Consent or any covenant, condition, restriction, easement, lease or other encumbrance to which the Property is subject. Such amendments shall be submitted to Roxio Luminent for approval, which approval shall not be unreasonably withheld or delayed. (b) The licenses to be granted by Adaptec Luminent or its applicable Subsidiary to Roxio MRV or its applicable Subsidiary, and MRV or its applicable Subsidiary to Luminent or its applicable Subsidiary, with respect to the Shared Properties shall be at the a rental rates and terms rate set forth in Section B Schedule 5 hereof and be for a term of Schedule 1 hereofsix (6) months, commencing as of _________________. Either party shall have the right to terminate the license as to any of the Properties upon thirty (30) days' prior notice. Rent shall be abated for the period from the Separation Date to ______________, 2000. The license shall be substantially in the form of the License Form attached hereto as Schedule 3Form, with such amendments as are, in the reasonable opinion of AdaptecMRV, necessary with respect to a particular Property. Such amendments shall be submitted to Roxio Luminent for approval, which approval shall not be unreasonably withheld. (c) The lease to be granted to Roxio with respect to Building 5 shall be at a monthly rental rate per rentable square foot, full service gross, of (i) $2.61 for the first year of the term, (ii) $2.69 for the second year of the term, (iii) $2.77 for the third year of the term, (iv) $2.85 for the fourth year of the term and (v) $2.93 for the fifth year of the term, and be for a five (5) year term commencing on the Separation Date. The lease shall commence in accordance with the schedule set forth in Section C of Schedule 1 hereof. Such lease shall be substantially in the form of the lease form attached hereto as Schedule 4 and shall include such amendments which in the reasonable opinion of Adaptec are necessary with respect to a particular Property. Such amendments shall be submitted to Roxio for approval, which approval shall not be unreasonably withheld or delayed. In connection with such lease, Adaptac shall grant to Roxio a revocable license to use the cafeteria and fitness center in the complex containing Building 5 in the form attached hereto as Schedule 5.