{"id":43456,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/master-real-estate-agreement-hewlett-packard-co-and-agilent.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"master-real-estate-agreement-hewlett-packard-co-and-agilent","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/master-real-estate-agreement-hewlett-packard-co-and-agilent.html","title":{"rendered":"Master Real Estate Agreement &#8211; Hewlett-Packard Co. and Agilent Technologies Inc."},"content":{"rendered":"<pre>\n                         Real Estate Matters Agreement\n\n\n                                    between\n\n\n\n                            Hewlett-Packard Company\n\n\n                                      and\n\n\n                          Agilent Technologies, Inc.\n\n\n\n                             ______________, 1999\n\n \n\n\n                               TABLE OF CONTENTS\n                                                                                 Page\n                                                                                 ----\n                                                                              \nARTICLE I PROPERTY IN THE UNITED STATES..........................................   1\n\n  Section 1.1   Owned Property...................................................   1\n  Section 1.2   Leased Property..................................................   1\n  Section 1.3   Sublease Properties..............................................   2\n  Section 1.4   New Lease Properties.............................................   2\n  Section 1.5   Obtaining the Lease Consents.....................................   2\n  Section 1.6   Occupation by Agilent............................................   3\n  Section 1.7   Obligation to Complete...........................................   4\n  Section 1.8   Form of Transfer.................................................   5\n  Section 1.9   Casualty; Lease Termination......................................   6\n  Section 1.10  Tenant's Fixtures and Fittings...................................   6\n  Section 1.11  Services.........................................................   6\n  Section 1.12  Adjustments......................................................   6\n  Section 1.13  Costs............................................................   7\n\nARTICLE II PROPERTY OUTSIDE THE UNITED STATES....................................   7\n\nARTICLE III MISCELLANEOUS........................................................   8\n\n  Section 3.1   Entire Agreement.................................................   8\n  Section 3.2   Governing Law....................................................   8\n  Section 3.3   Notices..........................................................   8\n  Section 3.4   Parties in Interest..............................................   8\n  Section 3.5   Counterparts.....................................................   8\n  Section 3.6   Binding Effect; Assignment.......................................   8\n  Section 3.7   Severability.....................................................   9\n  Section 3.8   Failure or Indulgence Not Waiver.................................   9\n  Section 3.9   Amendment........................................................   9\n  Section 3.10  Authority........................................................   9\n  Section 3.11  Interpretation...................................................   9\n\nARTICLE IV DEFINITIONS...........................................................   9\n \n\n \n                         REAL ESTATE MATTERS AGREEMENT\n\n     This Real Estate Matters Agreement (this \"Agreement\") is entered into on\n_________, 1999 between Hewlett-Packard Company, a Delaware corporation (\"HP\"),\nand Agilent Technologies, Inc., a Delaware corporation (\"Agilent\"). Capitalized\nterms used herein and not otherwise defined herein shall have the meanings\nascribed to such terms in the Separation Agreement (as defined below).\n\n                                   RECITALS\n\n     WHEREAS, HP has transferred or will transfer to Agilent effective as of the\nSeparation Date, substantially all of the business and assets of the Agilent\nBusiness owned by HP in accordance with the Master Separation and Distribution\nAgreement dated as of ____________, 1999 between the parties (the \"Separation\nAgreement\").\n\n     WHEREAS, the parties desire to set forth certain agreements regarding real\nestate matters.\n\n     NOW, THEREFORE, in consideration of the foregoing and the covenants and\nagreements set forth below, the parties hereto agree as follows:\n\n                                   ARTICLE I\n\n                         PROPERTY IN THE UNITED STATES\n\n     SECTION 1.1  Owned Property\n     \n     (a)  HP shall convey or cause its applicable Subsidiary to convey each of\nthe Owned Properties (together with all rights and easements appurtenant\nthereto) to Agilent, subject to the other provisions of this Agreement and (to\nthe extent not inconsistent with the provisions of this Agreement) the terms of\nthe Separation Agreement and the other Ancillary Agreements. Such conveyance\nshall be completed on the Separation Date.\n\n     (b)  Subject to the completion of the conveyance to Agilent of the relevant\nOwned Property, with respect to each Owned Property which is a Leaseback\nProperty, Agilent shall grant to HP a lease of that part of the relevant Owned\nProperty identified in the Colocation Sites Spreadsheet and HP shall accept the\nsame. Such lease shall be completed immediately following completion of the\ntransfer of the relevant Owned Property to Agilent.\n\n     SECTION 1.2  Leased Property\n\n     (a)  HP shall assign or cause its applicable Subsidiary to assign, and\nAgilent shall accept and assume, HP's or its Subsidiary's interest in the Leased\nProperties, subject to the other provisions of this Agreement and (to the extent\nnot inconsistent with the provisions of this Agreement) the terms of the\nSeparation Agreement and the other Ancillary Agreements. Such assignment shall\nbe completed on the later of: (i) the Separation Date; and (ii) the earlier of\n(A) the tenth (10th) business day after the relevant Lease Consent has been\ngranted and (B) the date agreed upon by the parties in accordance with Section\n1.7(a) below.\n\n \n     (b)  Subject to the completion of the assignment to Agilent of the relevant\nLeased Property, with respect to each Leased Property which is also a Leaseback\nProperty, Agilent shall grant to HP a sublease of that part of the relevant\nLeased Property identified in the Colocation Sites Spreadsheet and HP shall\naccept the same. Such sublease shall be completed immediately following\ncompletion of the transfer of the relevant Leased Property to Agilent.\n\n     SECTION 1.3  Sublease Properties\n\n     HP shall grant or cause its applicable Subsidiary to grant to Agilent a\nsublease of that part of the relevant Sublease Property identified in the\nColocation Sites Spreadsheet and Agilent shall accept the same, subject to the\nother provisions of this Agreement and (to the extent not inconsistent with the\nprovisions of this Agreement) the terms of the Separation Agreement and the\nother Ancillary Agreements.  Such sublease shall be completed on the later of:\n(a) the Separation Date; and (b) the earlier of (i) the tenth (10th) business\nday after the relevant Lease Consent has been granted and (ii) the date agreed\nupon by the parties in accordance with Section 1.7(a) below.\n\n     SECTION 1.4  New Lease Properties\n\n     HP shall grant or cause its applicable Subsidiary to grant to Agilent a\nlease of those parts of the New Lease Properties identified in the Colocation\nSites Spreadsheet and Agilent shall accept the same, subject to the other\nprovisions of this Agreement and (to the extent not inconsistent with the\nprovisions of this Agreement) the terms of the Separation Agreement and the\nother Ancillary Agreements.  Such lease shall be completed on the Separation\nDate.\n\n     SECTION 1.5  Obtaining the Lease Consents\n\n     (a)  Except with respect to any Properties which the parties agree should\nbe dealt with by the Service Level Agreements referred to in Section 1.11 below,\nHP confirms that, with respect to each Leased Property, Sublease Property and\nLeaseback Property which is a Leased Property, an application has been made or\nwill be made by the Separation Date to the relevant Landlord for the Lease\nConsents required with respect to the transactions contemplated by this\nAgreement.\n\n     (b)  HP and Agilent will each use their reasonable commercial efforts to\nobtain the Lease Consents, but HP shall not be required to commence judicial\nproceedings for a declaration that a Lease Consent has been unreasonably\nwithheld or delayed, nor shall HP be required to pay any consideration in excess\nof that required by the Relevant Lease or that which is typical in the open\nmarket to obtain the relevant Lease Consent.\n\n     (c)  Agilent and HP will promptly satisfy the lawful requirements of the\nLandlord, and Agilent will take all steps to assist HP in obtaining the Lease\nConsents, including, without limitation:\n\n          (i)  if properly required by the Landlord, entering into an agreement\nwith the relevant Landlord to observe and perform the tenant's obligations\ncontained in the Relevant Lease throughout the remainder of the term of the\nRelevant Lease, subject to any statutory limitations of such liability;\n\n                                      -2-\n\n \n          (ii)  if properly required by the Landlord, providing a guarantee,\nsurety or other security (including, without limitation, a security deposit) for\nthe obligations of Agilent as tenant under the Relevant Lease, and otherwise\ntaking all steps which are necessary and which Agilent is capable of doing to\nmeet the lawful requirements of the Landlord so as to ensure that the Lease\nConsents are obtained; and\n\n          (iii) using all reasonable commercial efforts to assist HP with\nobtaining the Landlord's consent to the release of any guarantee, surety or\nother security which HP or its Subsidiary may have previously provided to the\nLandlord and, if required, offering the same or equivalent security to the\nLandlord in order to obtain such release.\n\nNotwithstanding the foregoing, (1) except with respect to guarantees, sureties\nor other security referenced in Section 1.5(c)(ii) above, Agilent shall not be\nrequired to obtain a release of any obligation entered into by HP or its\nSubsidiary with any Landlord or other third party with respect to any Property\nand (2) Agilent shall not communicate directly with any of the Landlords unless\nAgilent can show HP reasonable grounds for doing so.\n\n     (d)  If, with respect to any Leased Properties, HP and Agilent are unable\nto obtain a release by the Landlord of any guarantee, surety or other security\nwhich HP or its Subsidiary has previously provided to the Landlord, Agilent\nshall indemnify, defend, protect and hold harmless HP and its Subsidiary from\nand after the Separation Date against all losses, costs, claims, damages, or\nliabilities incurred by HP or its Subsidiary as a result of such guarantee,\nsurety or other security.\n\n     SECTION 1.6  Occupation by Agilent\n\n     (a)  Subject to compliance with Section 1.6(b) below, in the event that the\nActual Completion Date for any Leased Property or Sublease Property does not\noccur on the Separation Date, Agilent shall, commencing on the Separation Date,\nbe entitled to occupy and receive the rental income from the relevant Property\n(except to the extent that the same is a Retained Part) as a licensee upon the\nterms and conditions contained in HP's Lease (as to Leased Properties) or upon\nthe terms and conditions contained in the Sublease Form (as to Sublease\nProperties). Such license shall not be revocable prior to the date for\ncompletion as provided in Sections 1.2(a) and 1.3 unless an enforcement action\nor forfeiture by the relevant Landlord due to Agilent's occupation of the\nProperty constituting a breach of HP's Lease cannot, in the reasonable opinion\nof HP, be avoided other than by requiring Agilent to immediately vacate the\nrelevant Property, in which case HP may by notice to Agilent immediately require\nAgilent to vacate the relevant Property. Agilent will be responsible for all\ncosts, expenses and liabilities incurred by HP or its applicable Subsidiary as a\nconsequence of such occupation, except for any losses, claims, costs, demands\nand liabilities incurred by HP or its Subsidiary as a result of any enforcement\naction taken by the Landlord against HP or its Subsidiary with respect to any\nbreach by HP or its Subsidiary of the Relevant Lease in permitting Agilent to so\noccupy the Property without obtaining the required Lease Consent, for which HP\nor its Subsidiary shall be solely responsible. Agilent shall not be entitled to\nmake any claim or demand against, or obtain reimbursement from, HP or its\napplicable Subsidiary with respect to any costs, losses, claims, liabilities or\ndamages incurred by Agilent as a consequence of being obliged to vacate the\nProperty or in obtaining alternative premises, including, without limitation,\nany enforcement action which a Landlord may take against Agilent.\n\n                                      -3-\n\n \n     (b)  In the event that the Actual Completion Date for any Leased Property\nor Sublease Property does not occur on the Separation Date, whether or not\nAgilent occupies a Property as licensee as provided in Section 1.6(a) above,\nAgilent shall, effective as of the Separation Date, (i) pay HP all rents,\nservice charges, insurance premiums and other sums payable by HP or its\napplicable Subsidiary under any Relevant Lease (as to Leased Properties) or\nunder the Sublease Form (as to Sublease Properties), (ii) observe the tenant's\ncovenants, obligations and conditions contained in HP's Lease (as to Leased\nProperties) or in the Sublease Form (as to Sublease Properties) and (iii)\nindemnify, defend, protect and hold harmless HP and its applicable Subsidiary\nfrom and against all losses, costs, claims, damages and liabilities arising on\naccount of any breach thereof by Agilent.\n\n     (c)  HP shall supply promptly to Agilent copies of all invoices, demands,\nnotices and other communications received by HP or its or its applicable\nSubsidiaries or agents in connection with any of the matters for which Agilent\nmay be liable to make any payment or perform any obligation pursuant to Section\n1.6(b), and shall, at Agilent's cost, take any steps and pass on any objections\nwhich Agilent may have in connection with any such matters. Agilent shall\npromptly supply to HP any notices, demands, invoices and other communications\nreceived by Agilent or its agents from any Landlord while Agilent occupies any\nProperty without the relevant Lease Consent.\n\n     SECTION 1.7  Obligation to Complete\n\n     (a)  If, with respect to any Leased Property or Sublease Property, at any\ntime the relevant Lease Consent is formally and unconditionally refused in\nwriting, HP and Agilent shall commence good faith negotiations and use\ncommercially reasonable efforts to determine how to allocate the applicable\nProperty, based on the relative importance of the applicable Property to the\noperations of each party, the size of the applicable Property, the number of\nemployees of each party at the applicable Property and the potential risk and\nliability to each party in the event an enforcement action is brought by the\napplicable Landlord. Such commercially reasonable efforts shall include\nconsideration of alternate structures to accommodate the needs of both parties\nand the allocation of the costs thereof, including entering into amendments of\nthe size, term or other terms of the Relevant Lease, restructuring a proposed\nlease assignment to be a sublease and relocating one party. If the parties are\nunable to agree upon an allocation of the Property within fifteen (15) days\nafter commencement of negotiations between the parties as described above, then\neither party may, by delivering written notice to the other, require that the\nmatter be referred to the Chief Financial Officers of both parties. In such\nevent, the Chief Financial Officers shall use commercially reasonable efforts to\ndetermine the allocation of the Property, including having a meeting or\ntelephone conference within ten (10) days thereafter. If the parties are unable\nto agree upon the allocation of an applicable Property within fifteen (15) days\nafter the matter is referred to the Chief Financial Officers of the parties as\ndescribed above, the disposition of the applicable Property and the risks\nassociated therewith shall be allocated between the parties as set forth in\nsubparts (b) and (c) of this section below.\n\n     (b)  If, with respect to any Leased Property, the parties are unable to\nagree upon the allocation of a Property as set forth in Section 1.7(a), HP may\nby written notice to Agilent elect to apply to the relevant Landlord for consent\nto sublease all of the relevant Property to Agilent for the remainder of the\nRelevant Lease term less three (3) days at a rent equal to the rent from time to\ntime under the\n\n                                      -4-\n\n \nRelevant Lease, but otherwise on substantially the same terms and conditions as\nthe Relevant Lease. If HP makes such an election, until such time as the\nrelevant Lease Consent is obtained and a sublease is completed, the provisions\nof Section 1.6 will apply and, on the grant of the Lease Consent required to\nsublease the Leased Property in question, HP shall sublease or cause its\napplicable Subsidiary to sublease to Agilent the relevant Property in accordance\nwith Section 1.3.\n\n     (c)  If the parties are unable to agree upon the allocation of a Property\nas set forth in Section 1.7(a) and HP does not make an election pursuant to\nSection 1.7(b) above, HP may elect by written notice to Agilent to require\nAgilent to vacate the relevant Property immediately or by such other date as may\nbe specified in the notice served by HP (the \"Notice Date\"), in which case\nAgilent shall vacate the relevant Property on the Notice Date but shall\nindemnify HP and its applicable Subsidiary from and against all costs, claims,\nlosses, liabilities and damages in relation to the relevant Property arising\nfrom and including the Separation Date to and including the later of the Notice\nDate and date on which Agilent vacates the relevant Property, except for any\ncosts, losses, damages, claims and liabilities incurred by HP or its Subsidiary\nwith respect to any enforcement action taken by the Landlord against HP or its\nSubsidiary with respect to any breach by HP or its Subsidiary of the Relevant\nLease in permitting Agilent to so occupy the Property without obtaining the\nrequired Lease Consent. Agilent shall not be entitled to make any claim or\ndemand against or obtain reimbursement from HP or its applicable Subsidiary with\nrespect to any costs, losses, claims, liabilities or damages incurred by Agilent\nas a consequence of being obliged to vacate the Property or obtaining\nalternative premises, including, without limitation, any enforcement action\nwhich a Landlord may take against Agilent.\n\n     SECTION 1.8  Form of Transfer\n\n     (a)  The transfer or assignment to Agilent of each relevant Owned Property\nand Leased Property shall be in substantially the form attached in Schedule 1 or\n2, as applicable, with such amendments as are reasonably required by HP with\nrespect to a particular Property, including, without limitation, in all cases\nwhere a relevant Landlord has required a guarantor or surety to guarantee the\nobligations of Agilent contained in the relevant Lease Consent or any other\ndocument which Agilent is required to complete, the giving of such guarantee by\na guarantor or surety, and the giving by Agilent and any guarantor or surety of\nAgilent's obligations of direct obligations to HP or third parties where\nrequired under the terms of any of the Lease Consent or any covenant, condition,\nrestriction, easement, lease or other encumbrance to which the Property is\nsubject.\n\n     (b)  The subleases to be granted to Agilent with respect to the Sublease\nProperties shall be substantially in the form of the Sublease Form and shall\ninclude such amendments which in the reasonable opinion of HP are necessary with\nrespect to a particular Property or the relevant Lease Consent. Such amendments\nshall be submitted to Agilent for approval, which approval shall not be\nunreasonably withheld or delayed.\n\n     (c)  The leases and subleases to be granted by Agilent to HP with respect\nto the Leaseback Properties shall be substantially in the form of the Lease Form\nor the Sublease Form, as applicable, with such amendments as are, in the\nreasonable opinion of HP, necessary with respect to a particular Property. Such\namendments shall be submitted to Agilent for approval, which approval shall not\nbe unreasonably withheld.\n\n                                      -5-\n\n \n     (d)  The leases to be granted to Agilent with respect to the New Lease\nshall be substantially in the form of the Lease Form and shall include such\namendments which in the reasonable opinion of HP are necessary with respect to a\nparticular Property. Such amendments shall be submitted to Agilent for approval,\nwhich approval shall not be unreasonably withheld or delayed.\n\n     SECTION 1.9  Casualty; Lease Termination\n\n     The parties hereto shall grant and accept transfers, assignments, leases or\nsubleases of the Properties as described in this Agreement, regardless of any\ncasualty damage or other change in the condition of the Properties. In addition,\nsubject to HP's obligations in Section 5.6 of the Separation Agreement, in the\nevent that HP's Lease with respect to a Leased Property or a Sublease Property\nis terminated prior to the Separation Date, (a) HP shall not be required to\nassign or sublease such Property, (b) Agilent shall not be required to accept an\nassignment or sublease of such Property and (c) neither party shall have any\nfurther liability with respect to such Property hereunder.\n\n     SECTION 1.10 Tenant's Fixtures and Fittings\n\n     The provisions of the Separation Agreement and the other Ancillary\nAgreements shall apply to any trade fixtures and personal property located at\neach Property (excluding any trade fixtures and personal property owned by third\nparties).\n\n     SECTION 1.11 Services\n\n     (a)  HP and Agilent each agree that, on or about the Separation Date, they\nshall each enter into a Service Level Agreement with the other whereby, with\nrespect to each of the Sublease Properties, the New Lease Properties and the\nLeaseback Properties, each party shall agree to supply to, or perform for the\nbenefit of, the other party (and the other party shall accept) such Real Estate\nServices as each party currently supplies to or performs for the benefit of the\nother with respect to such Properties, on the same terms and conditions as\ncurrently apply, and at the cost and other terms as set forth in the Service\nLevel Agreements.\n\n     (b)  Notwithstanding anything to the contrary herein, the parties agree and\nacknowledge that there may be circumstances in which the parties mutually agree\nthat a formal lease or sublease will not be entered into in order to establish\nshared occupancy of a Property, in which case such occupancy shall be (and the\nService Level Agreement referenced in Section 1.11(a) above shall provide that\nthe applicable party may occupy the relevant Property) on the terms and\nconditions set forth in Sections 2-28 of the Lease Form or the terms and\nconditions set forth in Sections 3 through the first sentence of Section 17 of\nthe Sublease Form, respectively.\n\n     SECTION 1.12 Adjustments\n\n     (a)  HP and Agilent each acknowledge and agree that Additional Properties\nmay be acquired by HP prior to the Separation Date. Such Additional Properties\nshall be treated hereunder as Owned Properties, Leased Properties, Sublease\nProperties, New Lease Properties and\/or Leaseback Properties by mutual agreement\nof the parties based on whether the Additional Property was acquired by or for\nthe Agilent Business or HP's other businesses. In the event that the parties are\n\n                                      -6-\n\n \nunable to agree by the Separation Date as to how any Additional Property is to\nbe treated, the matter shall be determined in accordance with the procedure set\nforth in Section 1.7(a) above. In the event that the parties are unable to agree\nwithin ten (10) business days of the Separation Date as to the allocation of an\nAdditional Property, the matter in dispute shall be determined in accordance\nwith the following guidelines:\n\n          (i)  Properties which are occupied as to fifty percent (50%) or more\nof the total area for the purposes of the Agilent Business shall be treated as\nOwned Properties or Leased Properties (as appropriate) and the part which is not\noccupied by the Agilent Business or a third party shall be treated as a\nLeaseback Property; and\n\n          (ii) Properties which are occupied as to less than fifty percent (50%)\nfor the purposes of the Agilent Business shall be treated as Sublease Properties\nor New Lease Properties (as appropriate).\n\n     (b)  Following agreement or determination with respect to the Additional\nProperties, the parties shall enter into and complete all such documents as may\nbe required to give effect to such agreement or determination.\n\n     (c)  HP and Agilent each acknowledge and agree that their respective\nrequirements with regard to each of the Properties may alter between the date of\nthis Agreement and the Separation Date, in which case the parties may mutually\nagree in writing to re-characterize the relevant Property as an Owned Property,\nLeased Property, Sublease Property, New Lease Property and\/or Leaseback Property\nas appropriate.\n\n     SECTION 1.13  Costs\n\n     HP shall pay all reasonable costs and expenses incurred in connection with\nobtaining the Lease Consents, including, without limitation, Landlord's consent\nfees and attorneys' fees and any costs and expenses relating to re-negotiation\nof HP's Leases. HP shall also pay all reasonable costs and expenses in\nconnection with the transfer of the Owned Properties and Leased Properties,\nincluding title insurance premiums, escrow fees, recording fees, and any\ntransfer taxes arising as a result of the transfers.\n\n\n                                  ARTICLE II\n\n                      PROPERTY OUTSIDE THE UNITED STATES\n\n     With respect to each of the properties located outside the United States\nlisted in the Owned and Leased Property Spreadsheet and the Colocation Sites\nSpreadsheet, as well as any additional properties acquired by HP or a Subsidiary\nprior to the Separation Date, HP and Agilent shall each enter into (if\nnecessary) or procure that its relevant Subsidiary enter into an agreement with\nthe other party or such Subsidiary of the other party as the other party may\ndirect whereby the parties thereto agree to transfer, assign, lease, sublease,\nor leaseback, as the case may be, such property, as specified in such\nspreadsheets in accordance with the Non-US Plan (or with respect to any\nadditional\n\n                                      -7-\n\n \nproperties, in the manner agreed upon by the parties in accordance with the\napplicable agreement). Such transfers, assignments, leases, subleases or\nleasebacks shall, so far as the law in the jurisdiction in which such property\nis located permits, be on terms and conditions substantially the same as the\nterms and conditions of this Agreement. In the event of a conflict between the\nterms of this Agreement and the terms of such local agreements, the terms of the\nlocal agreements shall prevail.\n\n                                  ARTICLE III\n\n                                 MISCELLANEOUS\n\n     SECTION 3.1  Entire Agreement. This Agreement, the Separation Agreement,\nthe other Ancillary Agreements and the Exhibits and Schedules referenced or\nattached hereto and thereto, constitutes the entire agreement between the\nparties with respect to the subject matter hereof and shall supersede all prior\nwritten and oral and all contemporaneous oral agreements and understandings with\nrespect to the subject matter hereof.\n\n     SECTION 3.2  Governing Law. This Agreement shall be governed by and\nconstrued in accordance with the laws of the State of Delaware as to all matters\nregardless of the laws that might otherwise govern under principles of conflicts\nof laws applicable thereto. Notwithstanding the foregoing, the applicable\nProperty transfers shall be performed in accordance with the laws of the state\nin which the applicable Property is located.\n\n     SECTION 3.3  Notices. Any notice, demand, offer, request or other\ncommunication required or permitted to be given by either party pursuant to the\nterms of this Agreement shall be in writing and shall be deemed effectively\ngiven the earlier of (i) when received, (ii) when delivered personally, (iii)\none (1) business day after being delivered by facsimile (with receipt of\nappropriate confirmation), (iv) one (1) business day after being deposited with\nan overnight courier service or (v) four (4) days after being deposited in the\nU.S. mail, First Class with postage prepaid, and addressed to the attention of\nthe party's General Counsel at the address of its principal executive office or\nsuch other address as a party may request by notifying the other in writing.\n\n     SECTION 3.4  Parties in Interest. This Agreement, including the Schedules\nand Exhibits hereto, and the other documents referred to herein, shall be\nbinding upon and inure solely to the benefit of each party hereto and their\nlegal representatives and successors, and nothing in this Agreement, express or\nimplied, is intended to confer upon any other Person any rights or remedies of\nany nature whatsoever under or by reason of this Agreement.\n\n     SECTION 3.5  Counterparts. This Agreement, including the Schedules and\nExhibits hereto, and the other documents referred to herein, may be executed in\ncounterparts, each of which shall be deemed to be an original but all of which\nshall constitute one and the same agreement.\n\n     SECTION 3.6  Binding Effect; Assignment. This Agreement shall inure to the\nbenefit of and be binding upon the parties hereto and their respective legal\nrepresentatives and successors. This Agreement may not be assigned by any party\nhereto. The Schedules and\/or Exhibits attached hereto\n\n                                      -8-\n\n \nor referred to herein are an integral part of this Agreement and are hereby\nincorporated into this Agreement and made a part hereof as if set forth in full\nherein.\n\n     Section 3.7 Severability. If any term or other provision of this Agreement\nor the Schedules or Exhibits attached hereto is invalid, illegal or incapable of\nbeing enforced by any rule of law or public policy, all other conditions and\nprovisions of this Agreement shall nevertheless remain in full force and effect\nso long as the economic or legal substance of the transactions contemplated\nhereby is not affected in any manner materially adverse to any party. Upon such\ndetermination that any term or other provision is invalid, illegal or incapable\nof being enforced, the parties hereto shall negotiate in good faith to modify\nthis Agreement so as to effect the original intent of the parties as closely as\npossible in an acceptable manner to the end that transactions contemplated\nhereby are fulfilled to the fullest extent possible.\n\n     Section 3.8 Failure or Indulgence Not Waiver. No failure or delay on the\npart of any party hereto in the exercise of any right hereunder shall impair\nsuch right or be construed to be a waiver of, or acquiescence in, any breach of\nany representation, warranty or agreement herein, nor shall any single or\npartial exercise of any such right preclude other or further exercise thereof or\nof any other right.\n\n     Section 3.9 Amendment. No change or amendment will be made to this\nAgreement except by an instrument in writing signed on behalf of each of the\nparties to such agreement. \n\n     Section 3.10 Authority. Each of the parties hereto represents to the other\nthat (a) it has the corporate or other requisite power and authority to execute,\ndeliver and perform this Agreement, (b) the execution, delivery and performance\nof this Agreement by it have been duly authorized by all necessary corporate or\nother action, (c) it has duly and validly executed and delivered this Agreement,\nand (d) this Agreement is a legal, valid and binding obligation, enforceable\nagainst it in accordance with its terms subject to applicable bankruptcy,\ninsolvency, reorganization, moratorium or other similar laws affecting\ncreditors' rights generally and general equity principles.\n\n     Section 3.11 Interpretation. The headings contained in this Agreement, in\nany Exhibit or Schedule hereto and in the table or contents to this Agreement\nare for reference purposes only and shall not affect in any way the meaning or\ninterpretation of this Agreement. Any capitalized term used in any Schedule or\nExhibit but not otherwise defined therein, shall have the meaning assigned to\nsuch term in this Agreement. When a reference is made in this Agreement to an\nArticle or a Section, Exhibit or Schedule, such reference shall be to an Article\nor Section of, or an Exhibit or Schedule to, this Agreement unless otherwise\nindicated.\n\n\n                                  ARTICLE IV\n\n                                  DEFINITIONS\n\n     The following terms, as used herein, shall have the following meanings:\n\nActual Completion Date means, with respect to each Property, the date upon which\ncompletion of the transfer, assignment, lease or sublease of that Property\nactually takes place.\n\n                                      -9-\n\n \nAdditional Properties means any leased or owned properties acquired by HP in the\nUnited States after the date of the Separation Agreement and before the\nSeparation Date.\n\nColocation Sites Spreadsheet means the spreadsheet prepared by HP entitled\n\"Colocation Sites\" dated July 20, 1999, as updated from time to time prior to\nthe Separation Date by mutual written agreement of the parties.\n\nHP's Lease means, in relation to each Property, the lease(s) or sublease(s) or\nlicense(s) under which HP or its applicable Subsidiary holds such Property and\nany other supplemental document completed prior to the Actual Completion Date.\n\nLandlord means the landlord under HP's Lease, and its successors and assigns,\nand includes the holder of any other interest which is superior to the interest\nof the landlord under HP's Lease.\n\nLease Consents means all consents, waivers or amendments required from the\nLandlord or other third parties under the Relevant Leases to  assign the\nRelevant Leases to Agilent or to sublease the Sublease Properties to Agilent or\nto sublease the Leaseback Properties to HP.\n\nLease Form means the form lease attached hereto as Schedule 4.\n\nLeaseback Properties means each of (a) those Owned Properties located in the\nUnited States identified as \"Owned\" and listed in the \"Leaseback Properties\"\narea of the Colocation Sites Spreadsheet, with respect to part of which Agilent\nis to grant a lease to HP and (b) those Leased Properties located in the United\nStates identified as \"Leased\" and listed in the \"Leaseback Properties\" area of\nthe Colocation Spreadsheet, with respect to part of which Agilent is to grant a\nsublease to HP.\n\nLeased Properties means those Properties located in the United States identified\nas \"Leased\" and listed in the Owned and Leased Properties Spreadsheet.\n\nNew Lease Properties means those Properties located in the United States\nidentified as \"Owned\" and listed in the \"Sublease and New Lease Properties\" area\nof the Colocation Sites Spreadsheet.\n\nOwned and Leased Properties Spreadsheet means the spreadsheet prepared by HP\nentitled \"Owned &amp; Leased Properties to be Transferred\" dated July 20, 1999, as\nupdated from time to time prior to the Separation Date by mutual written\nagreement of the parties.\n\nOwned Properties means those Properties located in the United States identified\nas \"Owned\" and listed in the Owned and Leased Properties Spreadsheet.\n\nProperty means the Owned Properties, the Leased Properties, the Sublease\nProperties, the New Lease Properties, the Leaseback Properties and the\nAdditional Properties.\n\nReal Estate Services means any services relating to the occupation or use of a\nProperty or the carrying out of either the Agilent Business or HP's other\nbusinesses at a Property, including, without limitation, cleaning, garbage\ndisposal, repair, maintenance, receptionist services, utilities, mail delivery,\ncopying and facsimile services.\n\n                                      -10-\n\n \nRelevant Leases means those of HP's Leases with respect to which the Landlord's\nconsent is required for assignment or sublease to a third party or which\nprohibit assignments or subleases.\n\nRetained Parts means those parts of the Owned Properties and the Leased\nProperties which, following transfer or assignment to Agilent, are intended to\nbe leased or subleased to HP and those parts of the Sublease Properties and the\nNew Lease Properties which will not, and which are not intended to, be leased or\nsubleased to Agilent in accordance with this Agreement.\n\nSublease Form means the form sublease attached hereto as Schedule 3.\n\nSublease Property means those Properties located in the United States identified\nas \"Leased\" and listed in the \"Sublease and New Lease Properties\" area of the\nColocation Sites Spreadsheet.\n\n\n                        [SIGNATURES ON FOLLOWING PAGE]\n\n                                      -11-\n\n \n     IN WITNESS WHEREOF, each of the parties has caused this Agreement to be\nexecuted on its behalf by its officers thereunto duly authorized on the day\nand year first above written.\n\n                                    HEWLETT-PACKARD COMPANY\n\n\n                                   By:\n                                      _________________________________________\n                                   Name:\n                                   Title:  President and Chief Executive Officer\n\n\n                                   AGILENT TECHNOLOGIES, INC.\n\n                                   By:\n                                      _________________________________________\n                                   Name:\n                                   Title:  President and Chief Executive Officer\n\n \n                                  Schedule 1\n                                  ----------\n\n                      Form Transfer for Owned Properties\n\n                                     -1-\n\n \n                                  Schedule 2\n                                  ----------\n\n                      Form Transfer for Leased Properties\n\n                                      -2-\n\n \n                                  Schedule 3\n                                  ----------\n\n                     Form Sublease for Sublease Properties\n                        and Leased Leaseback Properties\n\n                                      -3-\n\n \n                                  Schedule 4\n                                  ----------\n\n                      Form Lease for New Lease Properties\n                        and Owned Leaseback Properties\n\n                                      -4-\n                                                                                \n \n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6595,7770],"corporate_contracts_industries":[9508,9514],"corporate_contracts_types":[9622,9628],"class_list":["post-43456","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-agilent-technologies-inc","corporate_contracts_companies-hewlett-packard-co","corporate_contracts_industries-technology__hardware","corporate_contracts_industries-technology__test","corporate_contracts_types-planning","corporate_contracts_types-planning__separation"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43456","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43456"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43456"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43456"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43456"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}