Common use of Intercorporate Reorganization Clause in Contracts

Intercorporate Reorganization. (a) Prior to the Time of Distribution, Conexant and Mindspeed will take all actions necessary to increase the outstanding shares of Mindspeed Common Stock so that, immediately prior to the Distribution, Conexant will hold a number of shares of Mindspeed Common Stock (rounded down to the nearest whole share) equal to the aggregate number of shares of Conexant Common Stock (excluding treasury shares held by Conexant) issued and outstanding as of the Record Date divided by three. (b) Subject to Section 2.08, prior to the Time of Distribution: (i) Conexant and each Conexant Subsidiary shall convey, assign and transfer, or cause to be conveyed, assigned and transferred, to Mindspeed or a Mindspeed Subsidiary, as appropriate, any and all right, title and interest of Conexant and each of the Conexant Subsidiaries in the Mindspeed Subsidiaries; (ii) Mindspeed and each Mindspeed Subsidiary shall convey, assign and transfer, or cause to be conveyed, assigned and transferred, to Conexant or a Conexant Subsidiary, as appropriate, any and all right, title and interest of Mindspeed and each of the Mindspeed Subsidiaries in the Conexant Subsidiaries; (iii) Conexant and each Conexant Subsidiary shall convey, assign and transfer, or cause to be conveyed, assigned and transferred, to Mindspeed or a Mindspeed Subsidiary, as appropriate, any and all right, title and interest of Conexant and each of the Conexant Subsidiaries in the Mindspeed Assets; (iv) Mindspeed and each Mindspeed Subsidiary shall convey, assign and transfer, or cause to be conveyed, assigned and transferred, to Conexant or a Conexant Subsidiary, as appropriate, any and all right, title and interest of Mindspeed and each of the Mindspeed Subsidiaries in the Conexant Assets; (v) Conexant or a Conexant Subsidiary, as appropriate, shall unconditionally assume and undertake to pay, perform and discharge, in a timely manner and in accordance with the terms thereof, all Liabilities of Mindspeed and the Mindspeed Subsidiaries that are Conexant Liabilities; and (vi) Mindspeed or a Mindspeed Subsidiary, as appropriate, shall unconditionally assume and undertake to pay, perform and discharge, in a timely manner and in accordance with the terms thereof, all Liabilities of Conexant and the Conexant Subsidiaries that are Mindspeed Liabilities. In the event that at any time or from time to time (whether at or after the Time of Distribution) any member of the Conexant Group shall receive or otherwise possess any Mindspeed Asset or interest in a Mindspeed Subsidiary, such member will promptly convey, assign and transfer, or cause to be conveyed, assigned and transferred, such Mindspeed Asset or interest in a Mindspeed Subsidiary to Mindspeed. In the event that at any time or from time to time (whether at or after the Time of Distribution) any member of the Mindspeed Group shall receive or otherwise possess any Conexant Asset or interest in a Conexant Subsidiary, such member will promptly convey, assign and transfer, or cause to be conveyed, assigned and transferred, such Conexant Asset or interest in a Conexant Subsidiary to Conexant. Prior to any such transfer, the Person receiving or possessing such Asset or interest in a Subsidiary will hold such Asset or interest in a Subsidiary in trust for the benefit of the Person entitled thereto (at the expense of the Person entitled thereto). In the event that at any time or from time to time (whether at or after the Time of Distribution) either Conexant or Mindspeed determines that the other party (or any member of such other party's respective Group) shall not have unconditionally assumed any Liabilities that are allocated to such other party (or a member of such other party's respective Group) pursuant to this Agreement, the Employee Matters Agreement or the Tax Allocation Agreement, such other party will promptly execute and deliver, or cause to be executed and delivered, all such documents and instruments and will take, or cause to be taken, all such actions as the requesting party may reasonably request to unconditionally assume, or cause to be unconditionally assumed, such Liabilities. Solely for purposes of implementing the terms of this Agreement, during the period beginning on the date of this Agreement and ending six months after the Distribution Date, Conexant and Mindspeed agree to discuss the allocation of any Asset or Liability of Conexant and its Subsidiaries (including members of the Mindspeed Group) that either of them reasonably believes should be or should have been allocated differently than pursuant to the terms of this Agreement (an "Asset/Liability Allocation Matter"). The Conexant Chief Executive Officer will designate an employee of Conexant and the Mindspeed Chief Executive Officer will designate an employee of Mindspeed who will discuss an appropriate resolution of any Asset/Liability Allocation Matter. If within thirty days of the receipt of the notification of an Asset/Liability Allocation Matter by either Conexant or Mindspeed pursuant to this paragraph, or such other time as Conexant and Mindspeed may agree, the designees have not reached a mutually acceptable resolution of the Asset/Liability Allocation Matter, the matter will be referred for discussion to the Conexant Chief Executive Officer and the Mindspeed Chief Executive Officer. Should a mutually acceptable resolution of the Asset/Liability Allocation Matter not be reached within thirty days following the referral to them, the terms and conditions of this Agreement shall remain in full force and effect, unamended, unmodified and unsupplemented. In no event shall the terms and conditions of this Agreement be amended, modified or supplemented other than in accordance with the provisions of Section 7.07. Nothing in this paragraph shall affect the right of any party to resort to the dispute resolution provisions of Section 7.05 in respect of any dispute, claim or controversy arising out of an alleged breach of any provision of this Agreement. (c) Subject to Section 2.08, Conexant and Mindspeed will take, or cause to be taken, the actions described on Schedule 2.01(c) in connection with United States and international operations of the Broadband Business and the Mindspeed Business. (d) In connection with the transfers of Subsidiaries and Assets and the assumptions of Liabilities contemplated by subsections (b) and (c) of this Section 2.01, Conexant and Mindspeed will execute or cause to be executed by the appropriate entities the Conveyance and Assumption Instruments. The transfer of capital stock contemplated by such subsections will be effected by means of delivery of stock certificates duly endorsed or accompanied by duly executed stock powers and notation on the stock record books of the corporation or other legal entities involved and, to the extent required by applicable law, by notation on appropriate registries. (e) Each of Conexant (on behalf of itself and each other member of the Conexant Group) and Mindspeed (on behalf of itself and each other member of the Mindspeed Group) understands and agrees that, except as expressly set forth in any Separation Agreement, any Financing Agreement or any other agreement or document contemplated by any Separation Agreement or Financing Agreement, no party to any Separation Agreement, Financing Agreement or any other agreement or document contemplated by any Separation Agreement or Financing Agreement either has or is, in such agreement or otherwise, representing or warranting in any way as to the Assets, Subsidiaries, businesses or Liabilities retained, conveyed, assigned, transferred or assumed as contemplated hereby or thereby, as to any consents or approvals required in connection with the transactions contemplated by the Separation Agreements or the Financing Agreements, as to the value or freedom from any Lien of, or any other matter concerning, any Assets, Liabilities or Subsidiaries of such party, or as to the absence of any defenses or rights of setoff or freedom from counterclaim with respect to any claim or other Assets or Subsidiaries of any party, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder or thereunder to convey title to any Asset or Subsidiary or thing of value upon the execution, delivery or filing thereof. Except as may expressly be set forth in any Separation Agreement, all Assets and Subsidiaries being transferred or retained as contemplated by any Separation Agreement are being transferred, or are being retained, on an "as is", "where is" basis (and, in the case of the transfer of any Real Property, by means of a quitclaim or similar form deed or conveyance for title and an assignment for leasehold or other rights not subject to the Sublease) and the respective transferees shall bear the economic and legal risks that any conveyance shall prove to be insufficient or that the title to any Asset or Subsidiary shall be other than good and marketable and free and clear of any Lien. (f) It is the intention of the parties that payments made by the parties to each other after the Time of Distribution pursuant to this Agreement, the Employee Matters Agreement or the Tax Allocation Agreement are to be treated as relating back to the transactions occurring prior to the Time of Distribution pursuant to this Section 2.01 as an adjustment to the transfers of Assets, Subsidiaries and Liabilities contemplated by this Section 2.01, and Conexant and Mindspeed will, and will cause the Conexant Subsidiaries and the Mindspeed Subsidiaries, respectively, to, take positions consistent with such intention with any Tax authority, unless with respect to any payment any party receives an opinion of counsel reasonably acceptable to the other party to the effect that there is no substantial authority for such a position.

Intercorporate Reorganization. (a) Prior to the Time of Distribution, Conexant and Mindspeed Washington will take all actions necessary to increase the outstanding shares of Mindspeed Washington Common Stock so that, immediately prior to the Distribution, Conexant will hold a number of shares of Mindspeed Washington Common Stock (rounded down to the nearest whole share) equal to the aggregate number of (i) shares of Conexant Common Stock and Conexant Series B Preferred Stock (excluding treasury shares held by Conexant) issued and outstanding as of the Record Date, (ii) Philsar Exchangeable Shares (excluding shares held by Conexant or any Conexant Subsidiary) issued and outstanding as of the Record Date divided by threeand (iii) the Performance Plan Shares. (b) Subject to Section 2.08, prior to the Time of Distribution: (i) Conexant and each Conexant Subsidiary shall convey, assign and transfer, or cause to be conveyed, assigned and transferred, to Mindspeed Washington or a Mindspeed Washington Subsidiary, as appropriate, any and all right, title and interest of Conexant and each of the Conexant Subsidiaries in the Mindspeed Washington Subsidiaries; (ii) Mindspeed Washington and each Mindspeed Washington Subsidiary shall convey, assign and transfer, or cause to be conveyed, assigned and transferred, to Conexant or a Conexant Subsidiary, as appropriate, any and all right, title and interest of Mindspeed Washington and each of the Mindspeed Washington Subsidiaries in the Conexant Subsidiaries; (iii) Conexant and each Conexant Subsidiary shall convey, assign and transfer, or cause to be conveyed, assigned and transferred, to Mindspeed Washington or a Mindspeed Washington Subsidiary, as appropriate, any and all right, title and interest of Conexant and each of the Conexant Subsidiaries in the Mindspeed Washington Assets; (iv) Mindspeed Washington and each Mindspeed Washington Subsidiary shall convey, assign and transfer, or cause to be conveyed, assigned and transferred, to Conexant or a Conexant Subsidiary, as appropriate, any and all right, title and interest of Mindspeed Washington and each of the Mindspeed Washington Subsidiaries in the Conexant Assets; (v) Conexant or a Conexant Subsidiary, as appropriate, shall unconditionally assume and undertake to pay, perform and discharge, in a timely manner and in accordance with the terms thereof, all Liabilities of Mindspeed and the Mindspeed Subsidiaries that are Conexant Liabilities; and (vi) Mindspeed Washington or a Mindspeed Washington Subsidiary, as appropriate, shall unconditionally assume and undertake to pay, perform and discharge, in a timely manner and in accordance with the terms thereof, all Liabilities of Conexant and the Conexant Subsidiaries that are Mindspeed Washington Liabilities. In the event that at any time or from time to time (whether prior to, at or after the Time of Distribution) any member of the Conexant Group shall receive or otherwise possess any Mindspeed Washington Asset or interest in a Mindspeed Washington Subsidiary, such member will promptly convey, assign and transfer, or cause to be conveyed, assigned and transferred, such Mindspeed Washington Asset or interest in a Mindspeed Washington Subsidiary to MindspeedWashington. In the event that at any time or from time to time (whether prior to, at or after the Time of Distribution) any member of the Mindspeed Washington Group shall receive or otherwise possess any Conexant Asset or interest in a Conexant Subsidiary, such member will promptly convey, assign and transfer, or cause to be conveyed, assigned and transferred, such Conexant Asset or interest in a Conexant Subsidiary to Conexant. Prior to any such transfer, the Person receiving or possessing such Asset or interest in a Subsidiary will hold such Asset or interest in a Subsidiary in trust for the benefit of the Person entitled thereto (at the expense of the Person entitled thereto). Without limiting the foregoing, in the event that after the Time of Distribution (x) Conexant or any Conexant Subsidiary possesses product intellectual property, human resources or other data bases that are comprised in whole or in part of Information that constitutes Washington Assets, Conexant will, and will cause each Conexant Subsidiary to, afford Washington and its Representatives (at Washington's expense) reasonable access, during normal business hours and upon reasonable advance notice, to the portion of such data bases containing Information that constitutes Washington Assets in order to retrieve such Information and effect the transfer of such Information to Washington and (y) Washington or any Washington Subsidiary possesses product intellectual property, human resources or other data bases that are comprised in whole or in part of Information that constitutes Conexant Assets, Washington will, and will cause each Washington Subsidiary to, afford Conexant and its Representatives (at Conexant's expense) reasonable access, during normal business hours and upon reasonable advance notice, to the portion of such data bases containing Information that constitutes Conexant Assets in order to retrieve such Information and effect the transfer of such Information to Conexant. In the event that at any time or from time to time (whether prior to, at or after the Time of Distribution) either Conexant or Mindspeed Washington determines that the other party (or any member of such other party's respective Group) shall not have unconditionally assumed any Liabilities that are allocated to such other party (or a member of such other party's respective Group) pursuant to this Agreement, the Employee Matters Agreement or the Tax Allocation any Ancillary Agreement, such other party will promptly execute and deliver, or cause to be executed and delivered, all such documents and instruments and will take, or cause to be taken, all such actions as the requesting party may reasonably request to unconditionally assume, or cause to be unconditionally assumed, such Liabilities. Solely for purposes of implementing the terms of this Agreement, during the period beginning on the date of this Agreement and ending six months after the Distribution Date, Conexant and Mindspeed Alpha agree to discuss the allocation of any Asset or Liability of Conexant and its Subsidiaries (including members of the Mindspeed Washington Group) that either of them reasonably believes should be or should have been allocated differently than pursuant to the terms of this Agreement (an "Asset/Liability Allocation Matter"). The Conexant Chief Executive Officer will designate an employee of the Conexant Business and the Mindspeed Alpha Chief Executive Officer will designate an employee of Mindspeed Alpha who will discuss an appropriate resolution of any Asset/Liability Allocation Matter. If within thirty days of the receipt of the notification of an Asset/Liability Allocation Matter by either Conexant or Mindspeed Alpha pursuant to this paragraph, or such other time as Conexant and Mindspeed Alpha may agree, the designees have not reached a mutually acceptable resolution of the Asset/Liability Allocation Matter, the matter will be referred for discussion to the Conexant Chief Executive Officer and the Mindspeed Alpha Chief Executive Officer. Should a mutually acceptable resolution of the Asset/Liability Allocation Matter not be reached within thirty days following the referral to them, the terms and conditions of this Agreement shall remain in full force and effect, unamended, unmodified and unsupplemented. In Notwithstanding the foregoing, in no event shall the terms and conditions of this Agreement be amended, modified or supplemented other than in accordance with the provisions of Section 7.077.06. Nothing in this paragraph shall affect the right of any party to resort to the dispute resolution provisions of Section 7.05 in respect of any dispute, claim or controversy arising out of an alleged breach of any provision of this Agreement. (c) Subject to Section 2.08, Conexant and Mindspeed will take, or cause to be taken, the actions described on Schedule 2.01(c) in connection with United States and international operations of the Broadband Business and the Mindspeed Business. (d) In connection with the transfers of Subsidiaries and Assets and the assumptions of Liabilities contemplated by subsections (b) and (c) of this Section 2.012.01(b), Conexant and Mindspeed Washington will execute or cause to be executed by the appropriate entities the Conveyance and Assumption InstrumentsInstruments in a form reasonably acceptable to Conexant, Washington and Alpha. The transfer of capital stock contemplated by such subsections Section 2.01(b) will be effected effected, prior to the Time of Distribution, by means of delivery of stock certificates duly endorsed or accompanied by duly executed stock powers and notation on the stock record books of the corporation or other legal entities involved and, to the extent required by applicable law, by notation on appropriate registries. (ei) Conexant hereby represents and warrants to Washington that after giving effect to the Contribution and the Distribution (but not considering any assets or rights held by Alpha or its Subsidiaries prior to the Effective Time and after taking into account any services to be provided to Alpha pursuant to the Transition Agreement, except for the matters set forth on Schedule 2.01(d), immediately after the Time of Distribution, the assets and rights held by the Washington Group will constitute all of the material assets and rights of Conexant and its Subsidiaries (including members of the Washington Group) immediately prior to the Time of Distribution that are necessary to conduct the Washington Business substantially as conducted on December 16, 2001. The representation and warranty of Conexant set forth in this Section 2.01(d)(i) will survive the execution and delivery of this Agreement and the Distribution Date and will continue in full force and effect solely for purposes of Section 4.02(d) until six months after the Distribution Date and shall then terminate and expire. (ii) Within five Business Days (as defined in the Merger Agreement) after the date of the initial filing of the Form S-4 with the SEC (as defined in the Merger Agreement), Conexant will cause to be delivered to Alpha the Audited Balance Sheet with the report of Deloitte & Touche LLP thereon. Conexant will provide Alpha with reasonable access to the relevant work papers used to prepare the Audited Balance Sheet and will consider in good faith any comments of Alpha thereon delivered to Conexant within 10 days after receipt of the Audited Balance Sheet. Within 20 days after Deloitte & Touche LLP has delivered its report on the Audited Balance Sheet, Conexant will prepare and deliver to Alpha the Special Purpose Statement of Tangible Net Assets. Conexant will provide Alpha with reasonable access to the relevant work papers used to prepare the Special Purpose Statement of Tangible Net Assets and will consider in good faith any comments of Alpha thereon delivered to Conexant within 10 days after receipt of the Special Purpose Statement of Tangible Net Assets. If and to the extent the total value of the tangible net assets set forth on the Unaudited Special Purpose Statement of Tangible Net Assets exceeds the total value of the tangible net assets set forth on the Special Purpose Statement of Tangible Net Assets (a "Net Asset Deficiency"), notwithstanding anything to the contrary set forth in this Agreement, Conexant will cause either (A) the Washington Assets to include such additional Assets (which shall be Cash, like kind Assets other than Cash that are usable in the Washington Business and reasonably acceptable to Alpha, or any combination thereof) as are specified by Conexant to Washington in writing or (B) the Washington Liabilities to exclude such Liabilities as are specified by Conexant to Washington in writing and reasonably acceptable to Alpha (which will be retained by Conexant and constitute Conexant Liabilities), or any combination of (A) and (B) as Conexant shall elect in its sole discretion, such that the sum of (x) the value of such Assets, if any, plus (y) the value of such Liabilities (expressed as a positive number), if any, shall equal the excess, if any, of the Net Asset Deficiency over One Million dollars ($1,000,000). (iii) Each of Conexant (on behalf of itself and each other member of the Conexant Group) and Mindspeed Washington (on behalf of itself and each other member of the Mindspeed Washington Group) understands and agrees that, except as expressly set forth in any Separation Transaction Agreement, no party to any Financing Transaction Agreement or any other agreement or document contemplated by any Separation Agreement or Financing Agreement, no party to any Separation Agreement, Financing Agreement or any other agreement or document contemplated by any Separation Agreement or Financing Transaction Agreement either has or is, in such agreement or otherwise, representing or warranting in any way as to the Assets, Subsidiaries, businesses or Liabilities retained, conveyed, assigned, transferred or assumed as contemplated hereby or thereby, as to any consents or approvals required in connection with the transactions contemplated by the Separation Agreements or the Financing Transaction Agreements, as to the value or freedom from any Lien of, or any other matter concerning, any Assets, Liabilities or Subsidiaries of such party, or as to the absence of any defenses or rights of setoff or freedom from counterclaim with respect to any claim or other Assets or Subsidiaries of any party, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder or thereunder to convey title to any Asset or Subsidiary or thing of value upon the execution, delivery or filing thereof. Except as may expressly be set forth in any Separation Transaction Agreement, all Assets and Subsidiaries being transferred or retained as contemplated by any Separation Transaction Agreement or any other agreement or document contemplated by any Transaction Agreement are being transferred, or are being retained, on an "as is", "where is" basis (and, in the case of the transfer of any Real Propertyreal property, by means of a quitclaim or similar form deed or conveyance for title and an assignment for leasehold or other rights not subject to the Subleaseconveyance) and the respective transferees shall bear the economic and legal risks that any conveyance shall prove to be insufficient or that the title to any Asset or Subsidiary shall be other than good and marketable and free and clear of any Lien. (fe) It is the intention of the parties that payments made by the parties to each other after the Time of Distribution pursuant to this Agreement, the Employee Matters Agreement or the Tax Allocation Agreement are to be treated as relating back to the transactions occurring prior to the Time of Distribution pursuant to this Section 2.01 as an adjustment to the transfers of Assets, Subsidiaries and Liabilities contemplated by this Section 2.01, and Conexant and Mindspeed Washington will, and will cause the Conexant Subsidiaries and the Mindspeed Washington Subsidiaries, respectively, to, take positions consistent with such intention with any Tax authority, unless with respect to any payment any party receives an opinion of counsel reasonably acceptable to the other party to the effect that there is no substantial authority for such a position.

Intercorporate Reorganization. (a) Prior to the Time of Distribution, Conexant Acacia and Mindspeed CombiMatrix will take all actions necessary to increase the outstanding shares of Mindspeed CombiMatrix Common Stock so that, immediately prior to the Distribution, Conexant Acacia will hold a number of shares of Mindspeed CombiMatrix Common Stock (rounded down to the nearest whole share) equal to the aggregate number of shares of Conexant Common CombiMatrix Tracking Stock (excluding treasury shares held by ConexantAcacia) issued and outstanding as of the Record Date divided by threeDate. (b) Subject to Section 2.08, prior to As of the Time of Distribution: (i) Conexant Acacia and each Conexant Acacia Subsidiary shall convey, assign and transfer, or cause to be conveyed, assigned and transferred, to Mindspeed or a Mindspeed Subsidiary, as appropriate, CombiMatrix any and all right, title and interest of Conexant Acacia and each of the Conexant Acacia Subsidiaries in the Mindspeed CombiMatrix Subsidiaries; (ii) Mindspeed CombiMatrix and each Mindspeed Subsidiary the CombiMatrix Subsidiaries shall convey, assign and transfer, or cause to be conveyed, assigned and transferred, to Conexant or a Conexant Subsidiary, as appropriate, not have any and all right, title and or interest of Mindspeed and each of the Mindspeed Subsidiaries in the Conexant Subsidiariesor to any Acacia Subsidiary or Acacia Asset; (iii) Conexant and each Conexant Subsidiary shall convey, assign and transfer, or cause to be conveyed, assigned and transferred, to Mindspeed or a Mindspeed Subsidiary, as appropriate, any and all right, title and interest of Conexant and each of the Conexant Subsidiaries in the Mindspeed Assets; (iv) Mindspeed and each Mindspeed Subsidiary shall convey, assign and transfer, or cause to be conveyed, assigned and transferred, to Conexant or a Conexant Subsidiary, as appropriate, any and all right, title and interest of Mindspeed and each of the Mindspeed Subsidiaries in the Conexant Assets; (v) Conexant or a Conexant Subsidiary, as appropriate, Acacia shall unconditionally assume and undertake to pay, perform and discharge, in a timely manner and in accordance with the terms thereof, all Liabilities of Mindspeed CombiMatrix and the Mindspeed CombiMatrix Subsidiaries that are Conexant Acacia Liabilities; and (viiv) Mindspeed or a Mindspeed Subsidiary, as appropriate, CombiMatrix shall unconditionally assume and undertake to pay, perform and discharge, in a timely manner and in accordance with the terms thereof, all Liabilities of Conexant Acacia and the Conexant Acacia Subsidiaries that are Mindspeed CombiMatrix Liabilities. In the event that If at any time or from time to time (whether at or after the Time of Distribution) any member of the Conexant Acacia Group shall receive or otherwise possess any Mindspeed CombiMatrix Asset or interest in a Mindspeed CombiMatrix Subsidiary, such member will promptly convey, assign and transfer, or cause to be conveyed, assigned and transferred, such Mindspeed CombiMatrix Asset or interest in a Mindspeed CombiMatrix Subsidiary to MindspeedCombiMatrix. In the event that If at any time or from time to time (whether at or after the Time of Distribution) any member of the Mindspeed CombiMatrix Group shall receive or otherwise possess any Conexant Acacia Asset or interest in a Conexant an Acacia Subsidiary, such member will promptly convey, assign and transfer, or cause to be conveyed, assigned and transferred, such Conexant Acacia Asset or interest in a Conexant an Acacia Subsidiary to ConexantAcacia. Prior to any such transfer, the Person receiving or possessing such Asset or interest in a Subsidiary will hold such Asset or interest in a Subsidiary in trust for the benefit of the Person entitled thereto (at the expense of the Person entitled thereto). In the event that If at any time or from time to time (whether at or after the Time of Distribution) either Conexant Acacia or Mindspeed CombiMatrix determines that the other party (or any member of such other party's ’s respective Group) shall not have unconditionally assumed any Liabilities that are allocated to such other party (or a member of such other party's ’s respective Group) pursuant to this Agreement, the Employee Matters Agreement or the Tax Allocation Agreement, such other party will promptly execute and deliver, or cause to be executed and delivered, all such documents and instruments and will take, or cause to be taken, all such actions as the requesting party may reasonably request to unconditionally assume, or cause to be unconditionally assumed, such Liabilities. Solely for purposes of implementing the terms of this Agreement, during the period beginning on the date of this Agreement and ending six twelve months after the Distribution Date, Conexant Acacia and Mindspeed CombiMatrix agree to discuss the allocation of any Asset or Liability of Conexant Acacia and its Subsidiaries (including members of Persons comprising the Mindspeed CombiMatrix Group) that either of them reasonably believes should be or should have been allocated differently than pursuant to the terms of this Agreement (an "“Asset/Liability Allocation Matter"”). The Conexant Acacia Chief Executive Officer will designate an employee of Conexant Acacia and the Mindspeed CombiMatrix Chief Executive Officer will designate an employee of Mindspeed CombiMatrix who will discuss an appropriate resolution of any Asset/Liability Allocation Matter. If within thirty days of the receipt of the notification of an Asset/Liability Allocation Matter by either Conexant Acacia or Mindspeed CombiMatrix pursuant to this paragraph, or such other time as Conexant Acacia and Mindspeed CombiMatrix may agree, the designees have not reached a mutually acceptable resolution of the Asset/Liability Allocation Matter, the matter will be referred for discussion to the Conexant Acacia Chief Executive Officer and the Mindspeed CombiMatrix Chief Executive Officer. Should a mutually acceptable resolution of the Asset/Liability Allocation Matter not be reached within thirty days following the referral to them, the terms and conditions of this Agreement shall remain in full force and effect, unamended, unmodified and unsupplemented. In no event shall the terms and conditions of this Agreement be amended, modified or supplemented other than in accordance with the provisions of Section 7.07. Nothing in this paragraph shall affect the right of any party to resort to the dispute resolution provisions of Section 7.05 in respect of any dispute, claim or controversy arising out of an alleged breach of any provision of this Agreement. (c) Subject to Section 2.08, Conexant and Mindspeed Acacia will take, or cause to be taken, the actions described on Schedule 2.01(c) in connection with United States and international operations the operation of the Broadband Business and the Mindspeed Acacia Business. (d) In connection with the transfers of Subsidiaries and Assets and the assumptions of Liabilities contemplated by subsections (b) and (c) of this Section 2.01, Conexant Acacia and Mindspeed CombiMatrix will execute or cause to be executed by the appropriate entities the Conveyance and Assumption Instruments. The transfer of capital stock contemplated by such subsections will be effected by means of delivery of stock certificates duly endorsed or accompanied by duly executed stock powers and notation on the stock record books of the corporation or other legal entities involved and, to the extent required by applicable law, by notation on appropriate registries. (e) Each of Conexant Acacia (on behalf of itself and each other member of the Conexant Acacia Group) and Mindspeed CombiMatrix (on behalf of itself and each other member of the Mindspeed CombiMatrix Group) understands and agrees that, except as expressly set forth in any Separation Agreement, any Financing Agreement or any other agreement or document contemplated by any Separation Agreement or Financing Agreement, no party to any Separation Agreement, Financing Agreement or any other agreement or document contemplated by any Separation Agreement or Financing Agreement either has or is, in such agreement or otherwise, representing or warranting in any way as to the Assets, Subsidiaries, businesses or Liabilities retained, conveyed, assigned, transferred or assumed as contemplated hereby or thereby, as to any consents or approvals required in connection with the transactions contemplated by the Separation Agreements or the Financing Agreements, as to the value or freedom from any Lien of, or any other matter concerning, concerning any Assets, Liabilities or Subsidiaries of of, such party, or as to the absence of any defenses or rights of setoff or freedom from counterclaim with respect to any claim or other Assets or Subsidiaries of any party, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder or thereunder to convey title to any Asset or Subsidiary or thing of value upon the execution, delivery or filing thereof. Except as may expressly be set forth in any Separation Agreement, all Assets and Subsidiaries being transferred or retained as contemplated by any Separation Agreement are being transferred, or are being retained, on an "“as is"”, "“where is" ” basis (and, in the case of the transfer of any Real Property, by means of a quitclaim or similar form deed or conveyance for title and an assignment for leasehold or other rights not subject to the Sublease) and the respective transferees shall bear the economic and legal risks that any conveyance shall prove to be insufficient or that the title to any Asset or Subsidiary shall be other than good and marketable and free and clear of any Lien. (f) It is the intention of the parties that payments made by the parties to each other after the Time of Distribution pursuant to this Agreement, the Employee Matters Agreement or the Tax Allocation Agreement are to be treated as relating back to the transactions occurring prior to the Time of Distribution pursuant to this Section 2.01 as an adjustment to the transfers of Assets, Subsidiaries and Liabilities contemplated by this Section 2.01, and Conexant Acacia and Mindspeed CombiMatrix will, and will cause the Conexant Acacia Subsidiaries and the Mindspeed CombiMatrix Subsidiaries, respectively, to, take positions consistent with such intention with any Tax authority, unless with respect to any payment any party receives an opinion of counsel reasonably acceptable to the other party to the effect that there is no substantial authority for such a position.

Intercorporate Reorganization. (a) Prior to the Time of DistributionDistribution Date, Conexant Rockwell and Mindspeed the Company will take all actions necessary to increase the outstanding shares of Mindspeed Semiconductor Common Stock so that, immediately prior to the Distribution, Conexant Rockwell will hold a number of shares of Mindspeed Semiconductor Common Stock (rounded down to the nearest whole share) equal to the aggregate number of shares of Conexant Rockwell Common Stock (excluding treasury shares held by Conexant) issued and outstanding as of the Record Date (excluding treasury shares held by Rockwell) divided by threetwo. (b) Subject to Section 2.083.10, prior to the Time of Distribution, Rockwell and the Company will take, or cause to be taken, all actions necessary, including, without limitation, the actions specified in Section 3.01(c), to: (i) Conexant have Rockwell and each Conexant Rockwell Subsidiary shall convey, assign and transfer, or cause to be conveyed, assigned and transferred, to Mindspeed the Company or a Mindspeed Company Subsidiary, as appropriate, any and all right, title and interest of Conexant Rockwell and each of the Conexant Rockwell Subsidiaries in the Mindspeed Company Subsidiaries; (ii) Mindspeed have Rockwell and each Mindspeed Rockwell Subsidiary shall convey, assign and transfer, or cause to be conveyed, assigned and transferred, to Conexant the Company or a Conexant Company Subsidiary, as appropriate, any and all right, title and interest of Mindspeed Rockwell and each of the Mindspeed Rockwell Subsidiaries in the Conexant SubsidiariesSemiconductor Assets; (iii) Conexant have the Company and each Conexant Company Subsidiary shall convey, assign and transfer, or cause to be conveyed, assigned and transferred, to Mindspeed or a Mindspeed Subsidiary, as appropriate, Rockwell Subsidiary any and all right, title and interest of Conexant the Company and each of the Conexant Company Subsidiaries in the Mindspeed all Rockwell Assets (including, without limitation, all Rockwell Retained Assets); (iv) Mindspeed have Rockwell and each Mindspeed Rockwell Subsidiary shall convey, assign and transfer, or cause to be conveyed, assigned and transferred, to Conexant the Company or a Conexant Company Subsidiary, as appropriate, any and all right, title and interest of Mindspeed and each of have the Mindspeed Subsidiaries in the Conexant Assets; (v) Conexant Company or a Conexant Company Subsidiary, as appropriate, shall unconditionally assume and undertake to pay, perform and discharge, in a timely manner and in accordance with the terms thereof, all Liabilities of Mindspeed Rockwell and the Mindspeed Rockwell Subsidiaries that are Conexant Semiconductor Liabilities; and (viv) Mindspeed have the Company and each Company Subsidiary assign and transfer, or cause to be assigned and transferred, to Rockwell or a Mindspeed Rockwell Subsidiary, as appropriate, shall and have Rockwell or a Rockwell Subsidiary, as appropriate, unconditionally assume and undertake to pay, perform and discharge, in a timely manner and in accordance with the terms thereof, all Liabilities of Conexant and the Conexant Subsidiaries that are Mindspeed Assumed Rockwell Liabilities. In the event that at any time or from time to time (whether at prior to or after the Time of Distribution) either party (or any member of the Conexant Group such party's respective Group) shall receive or otherwise possess any Mindspeed Asset that is allocated to any other Person pursuant to this Agreement or interest in a Mindspeed Subsidiaryany Ancillary Agreement, such member party will promptly convey, assign and transfer, or cause to be conveyed, assigned and transferred, such Mindspeed Asset or interest in a Mindspeed Subsidiary to Mindspeed. In the event that at any time or from time to time (whether at or after the Time of Distribution) any member of the Mindspeed Group shall receive or otherwise possess any Conexant Asset or interest in a Conexant Subsidiary, such member will promptly convey, assign and transfer, or cause to be conveyed, assigned and transferred, such Conexant Asset or interest in a Conexant Subsidiary to ConexantPerson so entitled thereto. Prior to any such transfer, the Person receiving or possessing such Asset or interest in a Subsidiary will hold such Asset or interest in a Subsidiary in trust for the benefit of the Person entitled thereto (at the expense of the Person entitled thereto). In the event that at any time or from time to time (whether at prior to or after the Time of Distribution) either Conexant Rockwell or Mindspeed the Company determines that the other party (or any member of such other party's respective Group) shall not have unconditionally assumed any Liabilities that are allocated to such other party Party (or a member of such other party's respective Group) pursuant to this Agreement, the Employee Matters Agreement or the Tax Allocation any Ancillary Agreement, such other party will promptly execute and deliver, or cause to be executed and delivered, all such documents and instruments and will take, or cause to be taken, all such actions as the requesting party may reasonably request to unconditionally assume, or cause to be unconditionally assumed, such Liabilities. Solely for purposes of implementing the terms of this Agreement, during the period beginning on the date of this Agreement and ending six months after the Distribution Date, Conexant and Mindspeed agree to discuss the allocation of any Asset or Liability of Conexant and its Subsidiaries (including members of the Mindspeed Group) that either of them reasonably believes should be or should have been allocated differently than pursuant to the terms of this Agreement (an "Asset/Liability Allocation Matter"). The Conexant Chief Executive Officer will designate an employee of Conexant and the Mindspeed Chief Executive Officer will designate an employee of Mindspeed who will discuss an appropriate resolution of any Asset/Liability Allocation Matter. If within thirty days of the receipt of the notification of an Asset/Liability Allocation Matter by either Conexant or Mindspeed pursuant to this paragraph, or such other time as Conexant and Mindspeed may agree, the designees have not reached a mutually acceptable resolution of the Asset/Liability Allocation Matter, the matter will be referred for discussion to the Conexant Chief Executive Officer and the Mindspeed Chief Executive Officer. Should a mutually acceptable resolution of the Asset/Liability Allocation Matter not be reached within thirty days following the referral to them, the terms and conditions of this Agreement shall remain in full force and effect, unamended, unmodified and unsupplemented. In no event shall the terms and conditions of this Agreement be amended, modified or supplemented other than in accordance with the provisions of Section 7.07. Nothing in this paragraph shall affect the right of any party to resort to the dispute resolution provisions of Section 7.05 in respect of any dispute, claim or controversy arising out of an alleged breach of any provision of this Agreement. (c) Subject to Section 2.083.10, Conexant Rockwell and Mindspeed the Company will take, or cause to be taken, the actions described on Schedule 2.01(c3.1(c) in connection with United States and international operations of the Broadband Business and the Mindspeed Semiconductor Business. (d) In connection with the transfers of Subsidiaries and Assets and the assumptions of Liabilities contemplated by subsections (b) and (c) of this Section 2.013.01, Conexant Rockwell and Mindspeed the Company will execute or cause to be executed by the appropriate entities the Conveyance and Assumption Instruments. The transfer of capital stock contemplated by such subsections will be effected by means of delivery of stock certificates duly endorsed or accompanied by duly executed stock powers and notation on the stock record books of the corporation or other legal entities involved and, to the extent required by applicable law, by notation on appropriate registries. (e) Each of Conexant Rockwell (on behalf of itself and each other member of the Conexant Rockwell Group) and Mindspeed the Company (on behalf of itself and each other member of the Mindspeed Company Group) understands and agrees that, except as expressly set forth in any Separation Transaction Agreement, no party to any Financing Transaction Agreement or any other agreement or document contemplated by any Separation Agreement or Financing Agreement, no party to any Separation Agreement, Financing Agreement or any other agreement or document contemplated by any Separation Agreement or Financing Transaction Agreement either has or is, in such agreement or otherwise, representing or warranting in any way as to the Assets, Subsidiaries, businesses or Liabilities retained, conveyed, assigned, transferred or assumed as contemplated hereby or thereby, as to any consents or approvals required in connection with the transactions contemplated by the Separation Agreements or the Financing Transaction Agreements, as to the value or freedom from any Lien of, or any other matter concerning, any Assets, Liabilities Assets or Subsidiaries of such party, or as to the absence of any defenses or rights of setoff or freedom from counterclaim with respect to any claim or other Assets or Subsidiaries of any party, or as to the legal sufficiency of any assignment, document or instrument delivered hereunder or thereunder to convey title to any Asset or Subsidiary or thing of value upon the execution, delivery or filing hereof or thereof. Except as may expressly be set forth in any Separation Transaction Agreement, all Assets and Subsidiaries being transferred or retained as contemplated by any Separation Transaction Agreement or any other agreement or document contemplated by any Transaction Agreement are being transferred, or are being retained, on an "as is", "where is" basis (and, in the case of the transfer of any Real Propertyreal property, by means of a quitclaim or similar form deed or conveyance for title and an assignment for leasehold or other rights not subject to the Subleaseconveyance) and the respective transferees shall bear the economic and legal risks that any conveyance shall prove to be insufficient or that the title to any Asset or Subsidiary shall be other than good and marketable and free and clear of any Lien. (f) It is the intention of the parties that payments made by the parties to each other after the Time of Distribution pursuant to this Agreement, the Employee Matters Agreement or the Tax Allocation Agreement Transaction Agreements are to be treated as relating back to the transactions occurring prior to the Time of Distribution pursuant to this Section 2.01 3.01 as an adjustment to the transfers of Assets, Subsidiaries and Liabilities contemplated by this Section 2.013.01, and Conexant Rockwell and Mindspeed the Company will, and will cause the Conexant their Subsidiaries and the Mindspeed Subsidiaries, respectively, to, take positions consistent with such intention with any Tax authority, unless with respect to any payment any party receives an opinion of counsel reasonably acceptable to the other party to the effect that there is no substantial authority for such a position.