Exhibit 2.07
REAL ESTATE MATTERS AGREEMENT
BY AND AMONG
CADENCE DESIGN SYSTEMS, INC.,
CADENCE HOLDINGS, INC.,
TALITY, LP
AND
TALITY CORPORATION
DATED AS OF
OCTOBER 4, 2000
TABLE OF CONTENTS
PAGE
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ARTICLE I DEFINITIONS............................................................................................1
Section 1.1 Actual Completion Date....................................................................1
Section 1.2 Cadence Lease.............................................................................2
Section 1.3 Headquarters Facility.....................................................................2
Section 1.4 Landlord..................................................................................2
Section 1.5 Lease Consents............................................................................2
Section 1.6 Leased Properties.........................................................................2
Section 1.7 Master Corporate Services Agreement.......................................................2
Section 1.8 Owned Properties..........................................................................2
Section 1.9 Property..................................................................................2
Section 1.10 Relevant Leases...........................................................................2
Section 1.11 Retained Parts............................................................................2
Section 1.12 Shared Properties.........................................................................2
ARTICLE II LEASED PROPERTY.......................................................................................3
Section 2.1 Leased Properties to be Assigned to the Partnership; Sublease or License Back of
Certain Leased Properties to Cadence......................................................3
Section 2.2 Leased Property to be Subleased by the Partnership........................................3
Section 2.3 License to the Partnership of Certain Shared Properties...................................3
Section 2.4 Owned Properties..........................................................................4
Section 2.5 Lease Consents............................................................................4
Section 2.6 Occupation by the Partnership.............................................................5
Section 2.7 Obligation to Complete....................................................................6
Section 2.8 Forms of Transfer Documents...............................................................7
Section 2.9 Casualty; Lease Termination...............................................................8
Section 2.10 Tenant's Fixtures and Fittings; Services..................................................9
Section 2.11 Costs.....................................................................................9
ARTICLE III MISCELLANEOUS........................................................................................9
Section 3.1 Incorporation by Reference................................................................9
Section 3.2 Conflicting Agreements....................................................................9
Section 3.3 Property Transfers and Governing law......................................................9
SCHEDULE 1 PROPERTIES..........................................................................................
SCHEDULE 2 FORM OF ASSIGNMENT OF LEASE.........................................................................
SCHEDULE 3 FORM OF LICENSE FOR SHARED PROPERTIES...............................................................
SCHEDULE 4 FORM OF SUBLEASE FOR SHARED PROPERTIES..............................................................
SCHEDULE 5 FORM OF LEASE FOR THE HEADQUARTERS FACILITY.........................................................
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REAL ESTATE MATTERS AGREEMENT
THIS REAL ESTATE MATTERS AGREEMENT (this "AGREEMENT") is entered into
and effective as of October 4, 2000 by and among Cadence Design Systems, Inc., a
Delaware corporation ("CADENCE"), Cadence Holdings, Inc., a Delaware corporation
("HOLDINGS"), Tality, LP, a Delaware limited partnership (the "PARTNERSHIP"),
and Tality Corporation, a Delaware corporation ("TALITY"). Capitalized terms
used herein and not otherwise defined elsewhere herein shall have the meanings
ascribed to them in Article I or in the Separation Agreement (as defined below).
RECITALS
WHEREAS, Holdings currently owns approximately 98% of the issued and
outstanding shares of the capital stock of Tality;
WHEREAS, Tality is the sole general partner of, and owns both a general
and limited partnership interest in, the Partnership;
WHEREAS, each of the Boards of Directors of Cadence, Tality and
Holdings determined that it would be appropriate and desirable for Cadence to
transfer or cause to be transferred to the Partnership, on behalf of Holdings,
and for the Partnership to receive and assume, directly or indirectly, as a
contribution from Holdings, certain assets and liabilities of Cadence and its
Subsidiaries associated with the Tality Business (the "SEPARATION");
WHEREAS, Cadence, Tality and Holdings are parties to that certain
Master Separation Agreement dated as of July 14, 2000, as amended (the
"SEPARATION AGREEMENT"), pursuant to which Cadence, Tality, Holdings and the
Partnership have agreed, subject to certain conditions, to complete the legal
separation of the Tality Business from Cadence's other businesses and to have
the Partnership and its Subsidiaries operate the entire Tality Business; and
WHEREAS, all the conditions to the separation have been satisfied or
waived, and Cadence, Holdings, the Partnership and Tality now desire to execute
and deliver this Agreement to set forth certain agreements regarding real estate
matters.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and the covenants and
agreements set forth below, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
Section 1.1 "ACTUAL COMPLETION DATE" means, with respect to each
Property, the date upon which completion of the assignment, lease, license,
conveyance or sublease of that Property, as applicable, actually takes place.
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Section 1.2 "CADENCE LEASE" means, in relation to each Leased Property,
the lease(s) or sublease(s) or license(s) under which Cadence or its applicable
Subsidiary holds such Leased Property together with any other amendment,
modification or supplemental document completed prior to the Actual Completion
Date.
Section 1.3 "HEADQUARTERS FACILITY" means the buildings and other
improvements comprising Cadence's office campus located in San Jose, California
identified in Section D of SCHEDULE 1 attached to this Agreement.
Section 1.4 "LANDLORD" means the landlord under any Cadence Lease, and
its respective successors and assigns, and includes the holder of any other
interest that is superior to the interest of the landlord under any Cadence
Lease.
Section 1.5 "LEASE CONSENTS" means all consents, waivers or amendments
required from any Landlord or other third parties under the Relevant Leases to
assign, sublease, license or otherwise transfer all or a portion of the Relevant
Leases to the Partnership or its applicable Subsidiary as contemplated by this
Agreement.
Section 1.6 "LEASED PROPERTIES" means those Properties leased by
Cadence or its applicable Subsidiary pursuant to an Cadence Lease and identified
in Sections A, B and C of SCHEDULE 1 of this Agreement.
Section 1.7 "MASTER CORPORATE SERVICES AGREEMENT" means the Master
Corporate Services Agreement dated as of the date hereof among the parties and
the Corporate Services Schedule for the Real Estate and Site Services Functional
Area attached thereto.
Section 1.8 "OWNED PROPERTIES" means those properties owned by Cadence
or its applicable Subsidiary identified in Section D of SCHEDULE 1 of this
Agreement.
Section 1.9 "PROPERTY" means the Leased Properties and the Owned
Properties.
Section 1.10 "RELEVANT LEASES" means those of the Cadence Leases with
respect to which a Lease Consent is required for an assignment, sublease,
license or other transfer of all or a portion of such Cadence Lease to a third
party, or which prohibit assignments, subleases, licenses or other such
transfers.
Section 1.11 "RETAINED PARTS" means those parts of the Shared
Properties that, following assignment to the Partnership or its applicable
Subsidiary, are intended to be subleased or licensed back to Cadence or its
applicable Subsidiary.
Section 1.12 "SHARED PROPERTIES" means those Leased Properties listed
in (a) Section A of Schedule 1 as a Leased Property involving a sublease or
license back to Cadence, and (b) Section C of SCHEDULE 1 of this Agreement.
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ARTICLE II
LEASED PROPERTY
Section 2.1 LEASED PROPERTIES TO BE ASSIGNED TO THE PARTNERSHIP;
SUBLEASE OR LICENSE BACK OF CERTAIN LEASED PROPERTIES TO CADENCE.
(a) Cadence shall assign or cause its applicable Subsidiary to
assign, and the Partnership shall accept and assume, or cause its applicable
Subsidiary to accept and assume, Cadence's or its applicable Subsidiary's
interest in the Leased Properties identified in Section A of SCHEDULE 1 of this
Agreement, subject to the other provisions of this Agreement and (to the extent
not inconsistent with the provisions of this Agreement) the terms of the
Separation Agreement and the other Ancillary Agreements. With respect to each
such Leased Property, such assignment shall be completed on the later of: (i)
the Separation Date; and (ii) the earlier of (A) the fifth (5th) business day
after the Lease Consent for any Relevant Lease has been granted, and (B) the
date agreed upon by the parties in accordance with Section 2.6(a) below.
(b) Subject to the completion of the assignment to the
Partnership or its applicable Subsidiary of the relevant Leased Property, with
respect to each Leased Property that is also a Shared Property, the Partnership
shall grant or cause its applicable Subsidiary to grant to Cadence or its
applicable Subsidiary a license or a sublease, as applicable, as identified in
Section A of SCHEDULE 1 of this Agreement, and Cadence shall accept or cause its
applicable Subsidiary to accept the same. Such license or sublease, as
applicable, shall be completed immediately following completion of the
assignment of the relevant Leased Property to the Partnership or its applicable
Subsidiary. The area to be subleased or licensed to Cadence and the monthly cost
allocated to Cadence for each such sublease or license shall be as set forth in
the Master Corporate Services Agreement.
Section 2.2 LEASED PROPERTY TO BE SUBLEASED BY THE PARTNERSHIP.
Cadence shall sublease or cause its applicable Subsidiary to sublease,
and the Partnership shall accept and enter into, or cause its applicable
Subsidiary to accept and enter into, a sublease of Cadence's or its applicable
Subsidiary's interest in a portion of each Leased Property identified in Section
B of SCHEDULE 1 of this Agreement, subject to the other provisions of this
Agreement and (to the extent not inconsistent with the provisions of this
Agreement) the terms of the Separation Agreement and the other Ancillary
Agreements. With respect to such Leased Property, such sublease shall be
completed on the later of (i) the Separation Date; and (ii) the earlier of (A)
the fifth (5th) business day after a Lease Consent has been granted, if
required, and (B) the date agreed upon by the parties in accordance with Section
2.6(a) below.
Section 2.3 LICENSE TO THE PARTNERSHIP OF CERTAIN SHARED PROPERTIES.
Cadence shall grant or cause its applicable Subsidiary to grant to the
Partnership or its applicable Subsidiary a license to occupy portions of the
Shared Properties identified in Section C of SCHEDULE 1 of this Agreement, and
the Partnership shall accept or cause its applicable Subsidiary to accept the
same, subject to the other provisions of this Agreement and (to the extent not
inconsistent with the provisions of this Agreement) the terms of the Separation
Agreement and the other Ancillary Agreements. Such license shall be completed on
the
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Separation Date. The area to be licensed to the Partnership and the monthly cost
allocated to the Partnership for each such license shall be as set forth in the
Master Corporate Services Agreement.
Section 2.4 OWNED PROPERTIES.
Cadence shall grant to the Partnership a lease of those parts of the
Owned Properties identified in Section D of SCHEDULE 1 of this Agreement, and
the Partnership shall accept the same, subject to the other provisions of this
Agreement and (to the extent not inconsistent with the provisions of this
Agreement) the terms of the Separation Agreement and the other Ancillary
Agreements. Each lease shall be completed on the Separation Date.
Section 2.5 LEASE CONSENTS.
(a) Cadence confirms that, with respect to each Relevant Lease,
an application has been made or will be made by the Separation Date to each
applicable Landlord for the Lease Consent required with respect to such Relevant
Lease to approve the transactions contemplated by this Agreement.
(b) Cadence will use its reasonable commercial efforts to
obtain the Lease Consent required for each Relevant Lease, but Cadence shall not
be required to commence judicial proceedings for a declaration that a Lease
Consent has been unreasonably withheld or delayed, nor shall Cadence be required
to pay any consideration in excess of that required by the Relevant Lease or
that which is typical in the open market to obtain the Lease Consent for the
Relevant Lease. Tality and the Partnership shall cooperate as reasonably
requested by Cadence to obtain the Lease Consents.
(c) Tality, the Partnership and Cadence will promptly satisfy
or cause their respective applicable Subsidiaries to satisfy the lawful
requirements of the applicable Landlord, and Tality and the Partnership will
take or cause its applicable Subsidiary to take all steps to assist Cadence in
obtaining the Lease Consent as to each Relevant Lease, including, without
limitation:
(i) if properly required by the Landlord, entering into an
agreement with the relevant Landlord to observe and perform the tenant's
obligations contained in the Relevant Lease throughout the remainder of the term
of the Relevant Lease, subject to any statutory limitations of such liability;
(ii) if properly required by the Landlord, providing a
guarantee, surety or other security (including, without limitation, a security
deposit) for the obligations of the Partnership or its applicable Subsidiary as
tenant under the Relevant Lease, and otherwise taking all steps that are
reasonably necessary and which the Partnership or its applicable Subsidiary is
reasonably capable of doing to meet the lawful requirements of the Landlord so
as to ensure that the Lease Consent for such Relevant Lease is obtained; and
(iii) using all reasonable commercial efforts to assist
Cadence with obtaining the Landlord's consent to the release of any guarantee,
surety or other security which
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Cadence or its Subsidiary may have previously provided to the Landlord and, if
required, offering the same or equivalent security to the Landlord to obtain
such release.
Notwithstanding the foregoing, except with respect to providing guarantees,
sureties or other security referenced in Section 2.5(c)(ii) above, neither
Tality nor the Partnership shall be required to obtain a release of any
obligation entered into by Cadence or its Subsidiary with any Landlord or other
third party with respect to any Leased Property.
(d) If, with respect to any Relevant Lease, Cadence, Tality and
the Partnership are unable to obtain a release by the Landlord of any guarantee,
surety or other security which Cadence or its Subsidiary has previously provided
to the Landlord, Tality and the Partnership shall indemnify, defend, protect and
hold harmless Cadence and its Subsidiary from and after the Separation Date
against all losses, costs, claims, damage or liabilities incurred by Cadence or
its Subsidiary as a result of the Partnership's occupancy of the Leased Property
with respect to such guarantee, surety or other security.
Section 2.6 OCCUPATION BY THE PARTNERSHIP.
(a) Subject to compliance with Section 2.6(b) below, if the
Actual Completion Date for any Leased Property does not occur on the Separation
Date, the Partnership or its applicable Subsidiary shall, commencing on the
Separation Date, be entitled to occupy the relevant Property (except to the
extent that the same is a Retained Part) as a licensee upon the terms and
conditions contained in the applicable Cadence Lease for such Property. Such
license shall not be revocable prior to the date for completion as provided in
Section 2.1(a) unless an enforcement action or forfeiture by the relevant
Landlord due to the Partnership's or its applicable Subsidiary's occupation of
the Property constituting a breach of such Cadence Lease cannot, in the
reasonable opinion of Cadence, be avoided other than by requiring the
Partnership or its applicable Subsidiary immediately to vacate the relevant
Property, in which case Cadence may by notice to the Partnership immediately
require the Partnership or its applicable Subsidiary to vacate the relevant
Property. The Partnership will be responsible for all costs, expenses and
liabilities incurred by Cadence or its applicable Subsidiary as a consequence of
such occupation, except for any losses, claims, costs, demands and liabilities
incurred by Cadence or its Subsidiary as a result of any enforcement action
taken by the Landlord against Cadence or its Subsidiary with respect to any
breach by Cadence or its Subsidiary of the Relevant Lease in permitting the
Partnership or its applicable Subsidiary to so occupy the Property without
obtaining the required Lease Consent, for which Cadence or its Subsidiary shall
be solely responsible. Neither the Partnership nor its applicable Subsidiary
shall be entitled to make any claim or demand against, or obtain reimbursement
from, Cadence or its applicable Subsidiary with respect to any costs, losses,
claims, liabilities or damages incurred by the Partnership or its applicable
Subsidiary as a consequence of being obliged to vacate the Property or in
obtaining alternative premises, including, without limitation, any enforcement
action that a Landlord may take against the Partnership or its applicable
Subsidiary.
(b) If the Actual Completion Date for any Leased Property does
not occur on the Separation Date, whether or not the Partnership or its
applicable Subsidiary occupies a Property as licensee as provided in Section
2.6(a) above, then the Partnership shall, effective as
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of the Separation Date, (i) pay or cause its applicable Subsidiary to pay
Cadence the monthly allocated cost to the Partnership for such Leased Property
as set forth in the Master Corporate Services Agreement, (ii) observe or cause
its applicable Subsidiary to observe the tenant's covenants, obligations and
conditions contained in Cadence's Lease, and (iii) indemnify, defend, protect
and hold harmless Cadence and its applicable Subsidiary from and against all
losses, costs, claims, damages and liabilities arising on account of any breach
thereof by the Partnership or its applicable Subsidiary.
(c) Cadence shall supply promptly to the Partnership copies of
all invoices, demands, notices and other communications received by Cadence or
its applicable Subsidiaries or agents in connection with any of the matters for
which the Partnership or its applicable Subsidiary may be liable to make any
payment or perform any obligation pursuant to Section 2.6(a) or (b), and shall,
at the Partnership's cost, take any steps reasonably requested by the
Partnership and pass on any objections which the Partnership or its applicable
Subsidiary may have in connection with any such matters. The Partnership shall
promptly supply to Cadence any notices, demands, invoices and other
communications received by the Partnership or its applicable Subsidiary or
agents from any Landlord while the Partnership or its applicable Subsidiary
occupies any Leased Property without a Lease Consent or any premises for which
the parties have not obtained a full release of Cadence from its obligations
under such Cadence Lease.
Section 2.7 OBLIGATION TO COMPLETE.
(a) If, with respect to any Relevant Lease, at any time a Lease
Consent is formally and unconditionally refused in writing, Cadence and Tality
shall commence good faith negotiations and use commercially reasonable efforts
to determine how to allocate the applicable Leased Property, based on the
relative importance of such Leased Property to the operations of each party, the
size of such Leased Property, the number of employees of each party at such
Leased Property and the potential risk and liability to each party if an
enforcement action is brought by the applicable Landlord. Such commercially
reasonable efforts shall include consideration of alternate structures to
accommodate the needs of both parties and the allocation of the costs thereof,
including entering into amendments of the size, term or other terms of the
Relevant Lease, restructuring a proposed lease assignment to be a sublease and
relocating one party. If the parties are unable to agree upon an allocation of
such Leased Property within fifteen (15) days after commencement of negotiations
between the parties as described above, then either party may, by delivering
written notice to the other, require that the matter be referred to the Chief
Financial Officers of both parties. In such event, the Chief Financial Officers
shall use commercially reasonable efforts to determine the allocation of such
Leased Property, including having a meeting or telephone conference within ten
(10) days thereafter. If the parties are unable to agree upon the allocation of
such Leased Property within fifteen (15) days after the matter is referred to
the Chief Financial Officers of the parties as described above, the disposition
of such Leased Property and the risks associated therewith shall be allocated
between the parties as set forth in subparts (b) and (c) of this section below.
(b) If, with respect to any Leased Property, the parties are
unable to agree upon the allocation of such Leased Property as set forth in
Section 2.7(a), Cadence may by
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written notice to the Partnership elect to apply to the relevant Landlord for
consent to sublease all of such Leased Property to the Partnership or its
applicable Subsidiary for the remainder of the Relevant Lease term, less three
(3) days, at a rent equal to the rent from time to time under the Relevant
Lease, and otherwise on substantially the same terms and conditions as the
Relevant Lease. If Cadence makes such an election, then, until such time as the
relevant Lease Consent is obtained and a sublease is completed, the provisions
of Section 2.6 will apply and, upon the grant of the Lease Consent required to
sublease such Leased Property, Cadence shall sublease or cause its applicable
Subsidiary to sublease to the Partnership or its applicable Subsidiary such
Leased Property, which sublease shall be for the term (less three days) and rent
set forth in the Relevant Lease and otherwise on the terms of the Relevant
Lease.
(c) If the parties are unable to agree upon the allocation of a
Leased Property as set forth in Section 2.7(a) and Cadence does not make an
election pursuant to Section 2.7(b) above, then Cadence may elect by written
notice to the Partnership to require the Partnership or its applicable
Subsidiary to vacate such Leased Property immediately or by such other date as
may be specified in the notice served by Cadence (the "NOTICE DATE"), in which
case the Partnership shall vacate or cause its applicable Subsidiary to vacate
such Leased Property on the Notice Date but shall indemnify Cadence and its
applicable Subsidiary from and against all costs, claims, losses, liabilities
and damages in relation to such Leased Property arising from and including the
Separation Date to and including the later of the Notice Date and date on which
the Partnership or its applicable Subsidiary vacates such Leased Property,
except for any costs, losses, damages, claims and liabilities incurred by
Cadence or its Subsidiary with respect to any enforcement action taken by the
Landlord against Cadence or its Subsidiary with respect to any breach by Cadence
or its Subsidiary of the Relevant Lease in permitting the Partnership or its
applicable Subsidiary to so occupy such Leased Property without obtaining the
required Lease Consent. Neither the Partnership nor its applicable Subsidiary
shall be entitled to make any claim or demand against or obtain reimbursement
from Cadence or its applicable Subsidiary with respect to any costs, losses,
claims, liabilities or damages incurred by the Partnership or its applicable
Subsidiary as a consequence of being obliged to vacate such Leased Property or
obtaining alternative premises, including, without limitation, any enforcement
action which a Landlord may take against the Partnership or its applicable
Subsidiary.
Section 2.8 FORMS OF TRANSFER DOCUMENTS.
(a) LEASED PROPERTIES ASSIGNED TO THE PARTNERSHIP.
The assignment to the Partnership or its applicable Subsidiary
of each Leased Property to be assigned to the Partnership shall be in
substantially the form attached to this Agreement as SCHEDULE 2, with such
reasonable amendments as are required by any applicable Landlord and as
necessary with respect to each particular Leased Property, including, without
limitation, in all cases where a relevant Landlord has required a guarantor or
surety to guarantee the obligations of the Partnership or its applicable
Subsidiary contained in the relevant Lease Consent or any other document which
the Partnership or its applicable Subsidiary is required to complete, the giving
of such guarantee by a guarantor or surety, and the giving by the Partnership or
its applicable Subsidiary and any guarantor or surety of the Partnership's or
its applicable Subsidiary's obligations of direct obligations to Cadence or
third parties to the extent
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required under the terms of any of the Lease Consent or any covenant, condition,
restriction, easement, lease or other encumbrance to which such Leased Property
is subject.
(b) LICENSE BACK TO CADENCE; LICENSE TO THE PARTNERSHIP.
The license to be granted by the Partnership or its applicable
Subsidiary to Cadence or its applicable Subsidiary, and Cadence or its
applicable Subsidiary to the Partnership or its applicable Subsidiary, with
respect to each Shared Property to be licensed to either Cadence or the
Partnership shall be at the rental rates and for the terms as set forth in the
Master Corporate Services Agreement and substantially in the form of SCHEDULE 3
attached to this Agreement, with such reasonable amendments as are necessary
with respect to each particular Leased Property. Either party shall have the
right to terminate a license as to any Leased Property upon thirty (30) days'
prior written notice.
(c) SUBLEASE BACK TO CADENCE.
The sublease by the Partnership or its applicable Subsidiary of
each Leased Property to be subleased by the Partnership to Cadence shall be at
the rental rates and for the terms as set forth in the Master Corporate Services
Agreement and substantially in the form attached to this Agreement as SCHEDULE
4, with such reasonable amendments as are necessary with respect to such Leased
Property.
(d) SUBLEASE TO THE PARTNERSHIP.
The sublease by Cadence or its applicable Subsidiary of each
Leased Property to be subleased by Cadence to the Partnership shall be at the
rental rates and for the terms as set forth in the Master Corporate Services
Agreement and substantially in the form attached to this Agreement as SCHEDULE
4, with such reasonable amendments as are necessary with respect to such Leased
Property.
(e) LEASE BY THE PARTNERSHIP OF PORTION OF HEADQUARTERS
FACILITY.
The lease to be granted to the Partnership with respect to the
Owned Properties shall be substantially in the form of SCHEDULE 5 attached to
this Agreement and at the monthly rental rates set forth in the Master Corporate
Services Agreement. The lease shall be modified gross including use of furniture
and copier(s), and be for a term commencing on the Separation Date and expiring
on the dates set forth in Section D of SCHEDULE 1 attached to this Agreement.
Notwithstanding the foregoing, the lease for the Headquarters Facility shall
contain a provision that either Cadence or the Partnership may terminate the
lease as to all of the space in either building at the Headquarters Facility
then subject to the lease upon six (6) months prior notice, which notice may be
given at any time after December 31, 2000.
Section 2.9 CASUALTY; LEASE TERMINATION.
The parties hereto shall grant and accept assignments, leases,
subleases and licenses of the Leased Properties as described in this Agreement,
regardless of any casualty damage or other change in the condition of such
Leased Properties. In addition, subject to
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Cadence's obligations in Section 5.5 of the Separation Agreement, if Cadence's
Lease with respect to a Leased Property is terminated prior to the Separation
Date, (a) Cadence or its applicable Subsidiary shall not be required to assign,
sublease or license such Leased Property, (b) the Partnership or its applicable
Subsidiary shall not be required to accept an assignment, sublease or license of
such Leased Property, and (c) neither party shall have any further liability
with respect to such Leased Property hereunder.
Section 2.10 TENANT'S FIXTURES AND FITTINGS; SERVICES.
The provisions of the Separation Agreement and the other
Ancillary Agreements shall apply to any trade fixtures and personal property
located at each Property. The lease of the Headquarters Facility and the
licenses as to the Shared Properties shall include the services and the use of
the furniture and equipment at such Properties as set forth in the Master
Corporate Services Agreement.
Section 2.11 COSTS.
Cadence shall pay all reasonable costs and expenses incurred in
connection with obtaining the Lease Consents, including, without limitation,
Landlord's consent fees and attorneys' fees and any costs and expenses relating
to re-negotiation of any Cadence Leases.
ARTICLE III
MISCELLANEOUS
Section 3.1 INCORPORATION BY REFERENCE. Section 4.4 and all of the
provisions set forth in Article V of the Separation Agreement (except for
Section 5.13 thereof) are incorporated into and made a part of this Agreement by
reference.
Section 3.2 CONFLICTING AGREEMENTS. In the event of any irreconcilable
conflict between this Agreement and the Separation Agreement, any other
Ancillary Agreement or other agreement executed in connection herewith, the
provisions of such other agreement shall prevail to the extent that they
specifically address the subject matter of the conflict.
Section 3.3 PROPERTY TRANSFERS AND GOVERNING LAW. Notwithstanding
Section 3.1 hereof and Section 5.3 of the Separation Agreement, the applicable
Property transfers shall be performed in accordance with the laws of the state
or jurisdiction where the applicable Property is located.
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WHEREFORE, the parties have executed and delivered this Agreement
effective as of the date first set forth above.
CADENCE DESIGN SYSTEMS, INC. TALITY, LP
By: /s/X.X. Xxxxx XxXxxxxxx By: TALITY CORPORATION,
-------------------------- AS GENERAL PARTNER
Name: X.X. Xxxxx XxXxxxxxx By: /s/Xxxxx X. Xxxx
Title: Senior Vice President and General ----------------------------
Counsel Name: Xxxxx X. Xxxx
Title: Senior Vice President,
Chief Financial Officer
CADENCE HOLDINGS, INC. TALITY CORPORATION
By: /s/X.X. Xxxxx XxXxxxxxx By: /s/Xxxxx X. Xxxx
-------------------------- --------------------------------
Name: X. X. Xxxxx XxXxxxxxx Name: Xxxxx X. Xxxx
Title: Secretary Title: Senior Vice President,
Chief Financial Officer
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