Common use of Separation of United Online Software Development (India) Pvt Ltd Clause in Contracts

Separation of United Online Software Development (India) Pvt Ltd. (a) On or before Xxxxxxxx 0, 0000, XXX Xxxxx will (and UOL will cause UOL India to) transfer, free from all Encumbrances, all of UOL India’s right, title and interest in all computer servers and other hardware and other immaterial assets dedicated primarily to servicing the FTD Business in India, as set forth in Schedule 2.4(a) (as may be amended from time to time upon mutual agreement of the Parties) (the “FTD India Assets”), to FTD India in exchange for a cash payment to UOL India in an amount equal to the fair market value of the FTD India Assets at the time of such transfer. On or before such transfer date (the “India Separation Date”), FTD India will (and FTD will cause FTD India to) purchase, acquire and assume all of UOL India’s right, title and interest in the FTD India Assets, free from all Encumbrances, in exchange for such cash payment. United Online and FTD agree that the current estimated aggregate fair market value of all the FTD India Assets is less than $750,000. The Parties shall use their respective commercially reasonable efforts to cause the India Separation Date to occur as soon as reasonably practicable following the date of this Agreement. (b) On or before the India Separation Date, UOL India will (and UOL will cause UOL India to) assign, novate, enter into appropriate contractual arrangements or take such other commercially reasonable actions, as may be required, to cause the transfer of all of UOL India’s rights and obligations under the leasehold contract in respect of the lease of the property situated at 7th floor, B block, Babukhans’ Millennium Center, Somajiguda, Hyderabad, India, occupied by personnel primarily dedicated to servicing the FTD Business, as set forth in Schedule 2.4(b), to FTD India. FTD India will (and FTD will cause FTD India to) bear all the costs and the expenses (including but not limited to stamp duty and registration charges, attorneys’ fees, and other third party costs and expenses) payable in relation to the transfer of such leasehold contracts, and all obligations under such transferred leasehold contracts shall be the sole responsibility of FTD India from and after such transfer. (c) On or prior to the India Separation Date, (i) FTD India will (and FTD will cause FTD India to) provide (i) all personnel of UOL India primarily dedicated to servicing the FTD Business and (ii) any other personnel of UOL or UOL India as mutually agreed upon by the Parties (collectively, the “FTD India Personnel”) with an offer of fresh employment with FTD India, and (ii) UOL India will provide FTD India with the voluntary resignation letters of such FTD India Personnel who accept employment with FTD India. (d) In the event that any FTD India Personnel does not accept FTD India’s offer of employment as described above, for any reason whatsoever, and such FTD India Personnel does not wish to continue his/her employment with UOL or UOL India, as the case may be, then UOL or UOL India shall pay all applicable dues, compensation or other amounts (whether statutory or contractual) to such FTD India Personnel on account of his/her severance of his/her employment. (e) Any payments required to be paid to FTD India Personnel in connection with their resignation from UOL or UOL India and/or employment with FTD India shall be paid by FTD India, and in the event any such payments are paid by UOL or UOL India to the FTD India Personnel, FTD India shall (and FTD shall cause FTD India to) reimburse UOL or UOL India, as applicable, for an amount equal to all such payments made by UOL or UOL India to FTD India Personnel hereunder and for any other costs incurred by UOL or UOL India related to the matters contemplated in this Section 2.4.

Separation of United Online Software Development (India) Pvt Ltd. (a) On or before Xxxxxxxx Xxxxxxx 0, 0000, XXX Xxxxx will (and UOL will United Online shall cause UOL India to) transfer, free from all Encumbrances, all of UOL India’s 's right, title and interest in all computer servers and other hardware and other immaterial assets and liabilities (if any) dedicated primarily to servicing the FTD Business in IndiaBusiness, as set forth in Schedule 2.4(a) (as may be amended from time to time upon mutual agreement of the Parties) (the “"FTD India Assets”"), to FTD India in exchange for a cash payment to UOL India in an amount equal to the fair market value of the FTD India Assets at the time of such transfer. On or before such transfer date (the “"India Separation Date”"), FTD India will shall (and FTD will shall cause FTD India to) purchase, acquire and assume all of UOL India’s 's right, title and interest in the FTD India Assets, free from all Encumbrances, in exchange for such cash payment. United Online and FTD agree that the current estimated aggregate fair market value of all the FTD India Assets is less than $750,000. The Parties shall use their respective commercially reasonable efforts to cause the India Separation Date to occur as soon as reasonably practicable following the date of this Agreement. (b) On Unless otherwise expressly agreed by the Parties, on or before the India Separation Date, UOL India will (and UOL will United Online shall cause UOL India to) assign, novate, enter into appropriate contractual arrangements or take such other commercially reasonable actions, as may be required, to cause the transfer of all of UOL India’s 's rights and obligations under the leasehold contract contracts in respect of the lease of the property situated at 7th floor, B block, Babukhans’ Millennium Center, Somajiguda, Hyderabad, India, two floors occupied by personnel primarily dedicated to servicing the FTD Business, as set forth in Schedule 2.4(b), to FTD India. FTD India will shall (and FTD will shall cause FTD India to) bear all the costs and the expenses (including but not limited to stamp duty and registration charges, attorneys’ ' fees, and other third party costs and expenses) payable in relation to the transfer of such the leasehold contracts, and all obligations under such transferred leasehold contracts shall be the sole responsibility of FTD India from and after such transfer. (c) On or prior to the India Separation Date, (i) FTD India will (and FTD will shall cause FTD India to) provide (i) offer employment to all personnel of UOL or UOL India primarily dedicated to servicing the FTD Business and (ii) any all other personnel of UOL or UOL India as mutually agreed upon by the Parties (collectively, the “"FTD India Personnel”") with an offer as of fresh employment with FTD Indiathe India Separation Date, and in the following manner: (iii) UOL India will provide FTD India with there shall be no interruption in the voluntary resignation letters service of such the FTD India Personnel who accept employment and they shall be provided with FTD India. (d) In all the event that any FTD India Personnel does not accept FTD India’s offer benefits of employment as described above, for any reason whatsoever, and such FTD India Personnel does not wish to continue his/her employment continuity of service recognizing their prior service with UOL or UOL India, as including for the case may be, then UOL or UOL India shall pay all applicable purposes of calculating dues, compensation or other amounts (whether statutory or contractual) payable to such personnel; (ii) FTD India Personnel shall be provided with terms and conditions of service that are not in any way less favorable than those offered to such FTD India Personnel by UOL India as of immediately prior to the India Separation Date; and (iii) FTD India shall be liable to pay the FTD India Personnel all dues, compensation or other amounts (whether statutory or contractual) that become payable to such FTD India Personnel on account the basis that the service of his/her severance of his/her employment. (e) Any payments required to be paid to such FTD India Personnel in connection with their resignation from UOL or UOL India and/or employment with FTD India shall be paid by FTD India, has been continuous and that there has not been any interruption in the event any such payments are paid service by UOL or UOL India to the FTD India Personnel, FTD India shall (and FTD shall cause FTD India to) reimburse UOL or UOL India, as applicable, for an amount equal to all such payments made by UOL or way of transfer from UOL India to FTD India Personnel hereunder and for any other costs incurred by UOL or UOL India related pursuant to the matters contemplated in this Section 2.4Agreement.

Separation of United Online Software Development (India) Pvt Ltd. (a) On or before Xxxxxxxx Noxxxxxx 0, 0000, XXX Xxxxx will xill (and UOL will cause UOL India to) transfer, free from all Encumbrances, all of UOL India’s 's right, title and interest in all computer servers and other hardware and other immaterial assets dedicated primarily to servicing the FTD Business in India, as set forth in Schedule 2.4(a) (as may be amended from time to time upon mutual agreement of the Parties) (the “"FTD India Assets”"), to FTD India in exchange for a cash payment to UOL India in an amount equal to the fair market value of the FTD India Assets at the time of such transfer. On or before such transfer date (the “"India Separation Date”"), FTD India will (and FTD will cause FTD India to) purchase, acquire and assume all of UOL India’s 's right, title and interest in the FTD India Assets, free from all Encumbrances, in exchange for such cash payment. United Online and FTD agree that the current estimated aggregate fair market value of all the FTD India Assets is less than $750,000. The Parties shall use their respective commercially reasonable efforts to cause the India Separation Date to occur as soon as reasonably practicable following the date of this Agreement. (b) On or before the India Separation Date, UOL India will (and UOL will cause UOL India to) assign, novate, enter into appropriate contractual arrangements or take such other commercially reasonable actions, as may be required, to cause the transfer of all of UOL India’s 's rights and obligations under the leasehold contract in respect of the lease of the property situated at 7th floor, B block, Babukhans’ ' Millennium Center, Somajiguda, Hyderabad, India, occupied by personnel primarily dedicated to servicing the FTD Business, as set forth in Schedule 2.4(b), to FTD India. FTD India will (and FTD will cause FTD India to) bear all the costs and the expenses (including but not limited to stamp duty and registration charges, attorneys’ ' fees, and other third party costs and expenses) payable in relation to the transfer of such leasehold contracts, and all obligations under such transferred leasehold contracts shall be the sole responsibility of FTD India from and after such transfer. (c) On or prior to the India Separation Date, (i) FTD India will (and FTD will cause FTD India to) provide (i) all personnel of UOL India primarily dedicated to servicing the FTD Business and (ii) any other personnel of UOL or UOL India as mutually agreed upon by the Parties (collectively, the “"FTD India Personnel”") with an offer of fresh employment with FTD India, and (ii) UOL India will provide FTD India with the voluntary resignation letters of such FTD India Personnel who accept employment with FTD India. (d) In the event that any FTD India Personnel does not accept FTD India’s offer of employment as described above, for any reason whatsoever, and such FTD India Personnel does not wish to continue his/her employment with UOL or UOL India, as the case may be, then UOL or UOL India shall pay all applicable dues, compensation or other amounts (whether statutory or contractual) to such FTD India Personnel on account of his/her severance of his/her employment. (e) Any payments required to be paid to FTD India Personnel in connection with their resignation from UOL or UOL India and/or employment with FTD India shall be paid by FTD India, and in the event any such payments are paid by UOL or UOL India to the FTD India Personnel, FTD India shall (and FTD shall cause FTD India to) reimburse UOL or UOL India, as applicable, for an amount equal to all such payments made by UOL or UOL India to FTD India Personnel hereunder and for any other costs incurred by UOL or UOL India related to the matters contemplated in this Section 2.4.and

Separation of United Online Software Development (India) Pvt Ltd. (a) On or before Xxxxxxxx 0September 30, 00002014 (the "India Separation Date"), XXX Xxxxx UOL India will (and UOL will United Online shall cause UOL India to) transfer, free from all Encumbrances, all of UOL India’s 's right, title and interest in all computer servers and other hardware and other immaterial assets and liabilities (if any) dedicated primarily to servicing the FTD Business in IndiaBusiness, as set forth in Schedule 2.4(a) (as may be amended from time to time upon mutual agreement of the Parties) (the “"FTD India Assets”"), to FTD India in exchange for a cash payment to UOL India in an amount equal to the fair market value of the FTD India Assets at the time of such transfer. On or before such transfer date (the “India Separation Date”), FTD India will shall (and FTD will shall cause FTD India to) purchase, acquire and assume all of UOL India’s 's right, title and interest in the FTD India Assets, free from all Encumbrances, in exchange for such cash payment. United Online and FTD agree that the current estimated aggregate fair market value of all the FTD India Assets is less than $750,000. The Parties shall use their respective commercially reasonable efforts to cause the India Separation Date to occur as soon as reasonably practicable following the date of this Agreement. (b) On Unless otherwise expressly agreed by the Parties, on or before the India Separation Date, UOL India will (and UOL will United Online shall cause UOL India to) assign, novate, enter into appropriate contractual arrangements or take such other commercially reasonable actions, as may be required, to cause the transfer of all of UOL India’s 's rights and obligations under the leasehold contract contracts in respect of the lease of the property situated at 7th floor, B block, Babukhans’ Millennium Center, Somajiguda, Hyderabad, India, two floors occupied by personnel primarily dedicated to servicing the FTD Business, as set forth in Schedule 2.4(b), to FTD India. FTD India will shall (and FTD will shall cause FTD India to) bear all the costs and the expenses (including but not limited to stamp duty and registration charges, attorneys’ ' fees, and other third party costs and expenses) payable in relation to the transfer of such the leasehold contracts, and all obligations under such transferred leasehold contracts shall be the sole responsibility of FTD India from and after such transfer. (c) On or prior to the India Separation Date, (i) FTD India will (and FTD will shall cause FTD India to) provide (i) offer employment to all personnel of UOL or UOL India primarily dedicated to servicing the FTD Business and (ii) any all other personnel of UOL or UOL India as mutually agreed upon by the Parties (collectively, the “"FTD India Personnel”") with an offer as of fresh employment with FTD Indiathe India Separation Date, and in the following manner: (iii) UOL India will provide FTD India with there shall be no interruption in the voluntary resignation letters service of such the FTD India Personnel who accept employment and they shall be provided with FTD India. (d) In all the event that any FTD India Personnel does not accept FTD India’s offer benefits of employment as described above, for any reason whatsoever, and such FTD India Personnel does not wish to continue his/her employment continuity of service recognizing their prior service with UOL or UOL India, as including for the case may be, then UOL or UOL India shall pay all applicable purposes of calculating dues, compensation or other amounts (whether statutory or contractual) payable to such personnel; (ii) FTD India Personnel shall be provided with terms and conditions of service that are not in any way less favorable than those offered to such FTD India Personnel by UOL India as of immediately prior to the India Separation Date; and (iii) FTD India shall be liable to pay the FTD India Personnel all dues, compensation or other amounts (whether statutory or contractual) that become payable to such FTD India Personnel on account the basis that the service of his/her severance of his/her employment. (e) Any payments required to be paid to such FTD India Personnel in connection with their resignation from UOL or UOL India and/or employment with FTD India shall be paid by FTD India, has been continuous and that there has not been any interruption in the event any such payments are paid service by UOL or UOL India to the FTD India Personnel, FTD India shall (and FTD shall cause FTD India to) reimburse UOL or UOL India, as applicable, for an amount equal to all such payments made by UOL or way of transfer from UOL India to FTD India Personnel hereunder and for any other costs incurred by UOL or UOL India related pursuant to the matters contemplated in this Section 2.4Agreement.