Split Agreement Between Motorola Israel Ltd. and MIL Fino Ltd. Dated December 28, 1999

Summary

This agreement is between Motorola Israel Ltd. and MIL Fino Ltd., outlining the division of Motorola's business activities, assets, and liabilities into two separate companies. Motorola will retain its Network Management Group and Personal Communications Sector, while MIL Fino will receive all other specified activities, assets, and liabilities. The transfer is subject to court approval and certain legal and tax requirements. Both parties agree to assume relevant obligations and legal proceedings related to their respective new business areas, effective December 31, 1999.

EX-10.9 13 a2025305zex-10_9.txt EXHIBIT 10.9 EXHIBIT 10.9 SPLIT AGREEMENT Between MOTOROLA ISRAEL LTD. and MIL FINO LTD. (IN FOUNDATION) December 28, 1999 SPLIT AGREEMENT AGREEMENT made as of December 28, 1999 by and between Motorola Israel Ltd., an Israeli company ("MOTOROLA") and MIL Fino Ltd., an Israeli company in foundation ("MIL"). WHEREAS, the universal Motorola group is currently in the midst of a process of global reorganization, the purpose of which is to divide between two of the group's primary fields of activity - the Cellular Infrastructure Group field ("CIG") and the Network Management Group ("NMG"), with the objective of solving structural conflict of interests and internal competition problems within the group, which adversely affect its profitability; and WHEREAS, Motorola operates, directly and through companies and corporations held by it, in both the CIG field and the NMG field; and WHEREAS, the Board of Directors of Motorola has resolved to divide Motorola's fields of activity into two separate companies, each of which will focus on a different field of activity, pursuant to Sections 233-234 of the Companies Ordinance [New Version], 5743-1983 and/or the provisions of Sections 350-351 of the Companies Law, 5759-1999 and in accordance with Section 105 of the Income Tax Ordinance [New Version], 5721-1961; and WHEREAS, MIL is a new company recently established as part of the split plan for purposes of being transferred part of the activity, assets and liabilities of Motorola in this split plan; and WHEREAS, the parties wish to divide Motorola's activity, assets and liabilities such that all Motorola's activity (other than NMG and Personal Communications Sector equipment - "PCS") will be transferred to MIL, while Motorola will operate in the field of NMG and PCS; and WHEREAS, the parties wish to establish the said split and their relations following the implementation thereof within the framework of this Agreement; and WHEREAS, the parties to this Agreement represent and warrant that there is no legal or contractual restriction to their engagement in this Agreement, other than as stated hereunder in this Agreement; NOW, THEREFORE, the parties hereto declare, stipulate and agree as follows: 2 1. DEFINITIONS For the purposes of this Agreement, the following terms shall have the meanings appearing next to them, unless explicitly specified otherwise: "CLOSING DATE" means 7 days after the fulfillment of all the pre-conditions, as set forth in section 5 below. "COMPANIES LAW" means the Companies Law, 5759-1999. "COMPANIES ORDINANCE" means the Companies Ordinance [New Version], 5743-1983. "INCOME TAX ORDINANCE" means the Income Tax Ordinance [New Version], 5721-1961. "LEGAL PROCEEDINGS" means legal or quasi-legal proceedings, civil, criminal or administrative, before an authorized court or tribunal, including arbitration, to which Motorola is or will be a party, and which are pending on the Closing Date or will be filed against any of the parties following the Closing Date. "LIABILITY" means any debt, obligation or charge, whether present or future, whether absolute or contingent. "ORDER OF SPLIT" means an order to be granted by the authorized court for implementation of the Split Arrangement Plan, INTER ALIA, in accordance with the provisions of Sections 233 and 234 of the Companies Ordinance or in accordance with the provisions of Sections 350 and 351 of the Companies Law. "RIGHT" means any right or benefit, in possession or in action, whether present or future, whether absolute or contingent, as well as any asset, including rights in subsidiaries and/or affiliates, as defined in the Securities Law, 5728-1968. "SEVERANCE PAY LAW" means the Severance Pay Law, 5723-1963. "SPLIT ARRANGEMENT PLAN" means the split arrangement plan that will be attached as an appendix to the motion submitted to the authorized court as soon as possible after the signing of this Agreement. "THE EFFECTIVE DATE" means the 31st of December, 1999. "TRANSFERRED ACTIVITY" means all the Rights, Liabilities, licenses and permits transferred pursuant to this Agreement. 3 2. THE SPLIT 2.1 GENERAL On the Closing Date, effective as of the Effective Date, Motorola shall transfer to MIL all of its Rights and Liabilities, as specified in this Agreement, according to the court's order approving the Split Arrangement Plan and by the authority of this order. 2.2 TRANSFER OF RIGHTS, LIABILITIES, LICENSES AND PERMITS 2.2.1 Motorola shall transfer and/or assign to MIL, and MIL shall accept the transfer and/or assignment from Motorola of Rights, Liabilities, licenses and permits such that, immediately after the Closing Date (effective as of the Effective Date) MIL shall have the Rights, Liabilities, licenses and permits as specified in Appendix A1 to this Agreement and Motorola shall have the Rights, Liabilities, licenses and permits as specified in Appendix A2 to this Agreement. The transfer and/or assignment of the Rights, Liabilities, permits and licenses will be effected on an "AS IS" basis on the Closing Date. 2.2.2 Details of all written and oral agreements and contractual obligations pertaining to the Transferred Activity and which are in effect on the Effective Date, are specified in Appendix B to this Agreement. 2.3 LIENS, GUARANTEES AND WRITS OF INDEMNITY 2.3.1 On the Closing Date and pursuant to the Order of Split, liens will be registered on the assets of MIL and the liens registered on the assets of Motorola shall be cancelled such that the liens registered on the assets of the parties, including the order of priority among them, will be as specified in Appendix C to this agreement. 2.3.2 On the Closing Date, MIL shall assume guarantees and indemnification undertakings that refer to the Transferred Activity, as specified in Appendix D to this Agreement, and Motorola shall be released of its guarantees and indemnification undertakings transferred to MIL. 2.3.3 Motorola shall act to obtain consents and authorizations from the lienholders and/or guarantee beneficiaries, which are required, if required, for the purpose of effecting the transfer of the Transferred Activity, and the performance of the aforesaid in subsection 2.2 above. 4 2.5 LEGAL PROCEEDINGS 2.5.1 Pursuant to the Order of Split and subject to the terms thereof, all Legal Proceedings existing on the Closing Date and which refer to the Transferred Activity pursuant to this Agreement shall be transferred, on the Closing Date, to MIL. To the best of Motorola's knowledge, as of the signing of this Agreement, there are no existing Legal Proceedings, which refer to the Rights and Liabilities of Motorola transferred to MIL pursuant to this Agreement. 2.5.2 Any Legal Proceeding initiated against Motorola after the Closing Date on the grounds of a cause of action, which refers to the Transferred Activity, whether such cause of action arose prior to the Closing Date or following the Closing Date, will be transferred to MIL. 2.5.3 Any Legal Proceeding initiated against MIL after the Closing Date on the grounds of a cause of action, which refers to activities of Motorola that are not included in the Transferred Activity, whether such cause of action arose prior to the Closing Date or following the Closing Date, will be transferred to Motorola. 2.5.4 In the event that the transfer of a Legal Proceeding from the party against which the claim was submitted (the "Sued Party") to the party holding the Rights, Liabilities, licenses and permits in relation to which the Legal Proceeding was initiated (the "Debtor"), as stated in section 2.5.1 and/or 2.5.2 and/or 2.5.3 above, is not made possible, for whatever reason, and after the parties have made their best efforts to transfer the said Legal Proceeding, or alternatively, in the event that the initiation of a Legal Proceeding by the Debtor against a third party is not made possible for whatever reason, other than by means of the Sued Party, the parties shall proceed as follows: One. The Legal Proceeding will remain standing against or in the name of the Sued Party. In practice, the Legal Proceeding will be managed by the Debtor and at its expense, provided that subsections (b) - (d) below apply. Two. The Sued Party shall notify the Debtor of the initiation of the said Legal Proceeding immediately after it becomes aware of same and will convey to the Debtor all information in its possession pertaining to the said Legal Proceeding. The Sued Party undertakes to take any reasonable action, at the request of the Debtor, for the purpose of assisting the Debtor in the management of the Legal Proceeding, provided that the Debtor bears all the expenses involved therein. 5 Three. It is agreed that any settlement and/or waiver within the framework of a Legal Proceeding managed by the Debtor will require the prior consent of the Sued Party, which shall not be unreasonably withheld. Four. The Sued Party may demand from the Debtor to take part in the management of the Legal Proceeding. In such case, the Sued Party shall bear the expenses derived thereof and the aforesaid in subsection (c) shall not apply. 2.5.5 In the event that the Legal Proceeding involves more than one debtor, the Legal Proceeding will be managed by the debtors and the share of liability of each of the parties to this agreement for the said Legal Proceeding shall be divided among them in accordance with sections 2.5.2 and 2.5.3 above. 2.6 EMPLOYEES 2.6.1 The employees of Motorola whose work is related to the Transferred Activity and whose names appear in Appendix E (the "Transferred Employees") will cease to be employees of Motorola, on the Closing Date (in effect as of the Effective Date), and will become the employees of MIL. 2.6.2 Motorola represents and undertakes that it has made, with respect to the Transferred Employees and with respect to the period of their employment at Motorola, all the allocations for social benefits required by applicable law or agreement, including allocations for pension, retirement (VSP) and termination of employment. 2.6.3 MIL shall receive all the rights that exist with respect to the Transferred Employees in the funds and/or reserves and/or pursuant to any financial and/or other arrangements and all funds, allocations and reserves transferred with respect to the Transferred Employees shall be registered in its books. MIL shall be liable toward the Transferred Employees for all the social benefits, including for any debt arising from the termination of employer-employee relations, that will apply after the Effective Date, such that, with respect to the Severance Pay Law, the Transferred Employees shall be deemed as having worked at MIL for the period of their employment at Motorola. 2.6.4 Motorola shall indemnify MIL for any payment and/or expense incurred by MIL with respect to the Transferred Employees' period of employment at Motorola until the Effective Date and which have not been covered as part of the assignment of rights pursuant to section 2.6.3 above, provided that MIL has notified Motorola of any demand and/or claim submitted 6 against it on this matter and permitted Motorola to manage the defense against any such demand and/or claim. MIL shall not agree to any settlement agreement or other arrangement with respect to the said demand and/or claim and shall not pay any sum or equivalent with respect thereto without Motorola's consent, other than subject to a binding judicial order. 2.7 REAL PROPERTY On the Closing Date (effective as of the Effective Date) Motorola's ownership and/or lease rights and/or contractual rights to receive rights of ownership and/or lease in real property shall be transferred to MIL, as specified in Appendix F to this Agreement. In the event that the transfer of any real property rights is not made possible, for whatever reason, Motorola will hold all such rights in trust for the benefit of MIL and MIL shall indemnify Motorola for any payment and/or expense incurred by Motorola with respect to such rights. 2.8 In the event that any of the transfers set forth in this section 2 is not made possible, for whatever reason, the parties will negotiate and sign additional agreements that will provide with an arrangement satisfactory to both parties. 3. ACTIONS UNTIL THE CLOSING DATE 3.1 Motorola shall act to convene creditors' and shareholders' meetings for the purpose of approving the Split, in accordance with the orders issued by the District Court in Tel-Aviv-Jaffa. 3.2 The parties shall proceed to fulfill the pre-conditions to this Agreement, as set forth in section 5, by the Closing Date and shall sign any documents necessary for the full implementation and completion of the Split pursuant to this Agreement, with the purpose of completing it by June 30, 2000, unless the Board of Directors of Motorola decides to extend this date. 3.3 Immediately after obtaining the approval of the Split by the meetings specified in subsection 3.1, above in accordance with the provisions of Section 233 of the Companies Ordinance or Section 351 of the Companies Law, as the case may be, and the fulfillment of all the pre-conditions in accordance with section 5 of this Agreement, Motorola shall approach the court with a motion for granting of an Order of Split in accordance with Section 234 of the Companies Ordinance or in accordance with the provisions of Section 351 of the Companies Law, as the case may be. 7 4. FULFILLMENT OF TAX EXEMPTION CONDITIONS 4.1 Each party undertakes, in order that the validity of the Split and tax benefits granted to either of the parties pursuant to Chapter Four of Part E-2 and/or Section 16A of the Income Tax Ordinance are not prejudiced, to fully and accurately comply, as of the Closing Date, with the provisions of Chapter Four of Part E-2 and/or Section 16A and/or with the conditions of the Income Tax Commissioner's approval. 4.2 The aforesaid in section 4.1 above will apply on any future change in the tax exemption conditions approved by the Income Tax Commission. 5. PRE-CONDITIONS 5.1 This Agreement is subject to the cumulative fulfillment of all the following pre-conditions: 5.1.1 Receipt of an Order of Split, including authorization to decrease Motorola's capital, should this be required for purposes of the Split. 5.1.2 Receipt of the Income Tax Commissioner's pre-ruling, in accordance with Section 105H of the Income Tax Ordinance, to the full satisfaction of Motorola that the Split pursuant to this Agreement complies with the conditions specified in Chapter Four of Part E-2 and/or Section 16A of the Income Tax Ordinance and/or that the Split is tax exempt under any applicable law. 5.1.3 Receipt of approval from the Commissioner of Antitrust of this Agreement and the implementation thereof, if applicable. 5.1.4 Receipt of approval from the general meetings of Motorola's shareholders (of all different classes) and from meetings of the creditors of Motorola (of all different classes), by the required majority, in accordance with the provisions of Section 233 of the Companies Ordinance or Section 350 of the Companies Law, as the case may be. 5.1.5 Receipt of approval from the USA Internal Revenue Service (IRS), to the full satisfaction of Motorola Inc., of the proposed Split pursuant to this Agreement. 5.1.6 Receipt of approval from Motorola Inc.'s Board of Directors of this Agreement and the implementation thereof. 5.1.7 Receipt of all approvals required by any applicable law and/or agreement. 5.2 It is agreed that if the pre-conditions to this Agreement are not met by June 30, 2000 or by any other date determined by the Board of Directors of Motorola, this 8 Agreement shall become null and void and the parties to this Agreement and/or their shareholders and/or any third parties related to the implementation of the Split pursuant to this Agreement shall not have any claim and/or lawsuit regarding to and/or in connection with the voiding of this Agreement, including any mutual claim and/or lawsuit against any of the officers and/or directors and/or shareholders of Motorola and/or MIL and/or against any third parties related to the implementation of the Split pursuant to this Agreement. 5.3 The parties may waive the conditions set forth in Section 5.1 above, by written consent, provided they are not required by law. 5.4 It is agreed that if Motorola Inc. decides to make any change to the process of global reorganization of the universal group and/or Motorola decides to make any change to the process of local reorganization, this Agreement shall adjust accordingly, and that in the event that Motorola Inc. decides to terminate the reorganization process, this Agreement shall become null and void, and the parties to this Agreement and/or their shareholders and/or any third parties related to the implementation of the Split pursuant to this Agreement shall not have any claim and/or lawsuit regarding to and/or in connection with the voiding of this Agreement, including any mutual claim and/or lawsuit against any of the officers and/or directors and/or shareholders of Motorola Inc. and/or Motorola and/or MIL and/or against any third parties related to the implementation of the Split pursuant to this Agreement. 6. TAXES AND OTHER EXPENSES Motorola shall bear the tax liability, expenses, costs and commissions, including stamp and purchase tax, imposed upon Motorola and/or MIL pursuant to any applicable law in respect of the engagement pursuant to this Agreement and/or the performance thereof. 7. APPENDICES The appendices to this Agreement shall be appended thereto by the Closing Date. 8. MISCELLANEOUS 8.1 The preamble to this Agreement and the appendices thereto constitute an integral part hereof. 8.2 The headings of the sections are for convenience only and are not to be used for the purpose of interpreting this Agreement. 8.3 This Agreement and the appendices thereto represent and constitute the entire agreement between the parties regarding the subject matter of this Agreement and cancel any prior agreements, undertakings, arrangements and the like between the parties. 9 8.4 No conduct on the part of either of the parties, including avoidance of the performance of an act or delay in the performance thereof, shall be considered a waiver of any of the party's rights pursuant to this Agreement or by law, or as a waiver or consent on its part to any breach or non-performance of any term whatsoever, unless such waiver, consent, deferral, change, cancellation or addition are made explicitly and in writing. A waiver in such case shall not constitute a precedent for any other cases whatsoever and shall not prejudice the rights and obligations of either party to this Agreement. 8.5 This Agreement shall be governed by, construed and enforced in accordance with the laws of the State of Israel. The courts of Tel-Aviv-Jaffa shall have sole and exclusive jurisdiction to hear any disputes between the parties of this Agreement. 8.6 Any report, announcement or publication on the part of a party to this Agreement with respect to the transaction contemplated by this Agreement shall be issued only in coordination with and with the consent of the other party. 8.7 Any notice by a party to the other party in connection with this Agreement shall be sent to the addressee by means of a facsimile to its fax number, or by personal delivery or registered mail to its address, as specified below, and shall be considered as having been delivered to the addressee on the first business day following the date of its transmission by facsimile, if confirmation to this effect has been received, or on the date of delivery if delivered in person, or at the end of 4 days after the date of dispatch by registered mail, as stated above, all as the case may be. MOTOROLA ISRAEL LTD. Address: 3 Kremnitski St., Tel-Aviv 67899 Fax: 972-3 ###-###-#### MIL FINO LTD. Address: 3 Kremnitski St., Tel-Aviv 67899 Fax: 972-3 ###-###-#### 8.8 Any change, amendment or waiver in connection with this Agreement shall be valid pursuant to a written instrument signed by both parties only and shall be limited to the matter with respect to which it was made. 10 IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement, as of the date first above written. MOTOROLA ISRAEL LTD. By: ----------------------- Name: --------------------- Title: -------------------- MIL FINO LTD. (in foundation) By: ----------------------- Name: --------------------- Title: -------------------- 11 LIST OF APPENDICES

12 APPENDIX A1 This Appendix describes MIL's Rights, Liabilities, licenses and permits as of December 31, 1999. RIGHTS, LICENSES AND PERMITS OF MIL 1. 100% (full ownership) of the share capital of the following subsidiaries: 1.1 Motorola Communications Israel Ltd. 1.2 Motorola South Israel Ltd. 1.3 Motorola Israel Information Systems Ltd. 1.4 Motorola Semiconductor Israel Ltd. 1.5 Motorola Israel Semiconductor & Products (S.P.S.) Ltd. 2. 51% of the share capital of Beeper Communications Israel Ltd. 3. Business sectors that function within the legal framework of MIL: 3.1 NETWORK SOLUTIONS SECTOR ("NSS") - which engages in the development, design, manufacture, marketing and servicing of cellular network infrastructure systems. 3.2 MOTOROLA COMPUTER GROUP ("MCG") - Israeli Operations, a division of worldwide MCG and a supplier of embedded computer technology. 3.3 ADVANCED SYSTEMS AND PRODUCTS DIVISION ("ASAPD") - research and development and manufacturing center. In addition, MIL holds all the assets of the respective businesses that are directly related to their activities. 4. Licenses provided by the Israeli Ministry of Communication. Following is a list of the material licenses:

5. All balance sheet assets composed INTER ALIA of the following: 5.1 Real Estate - Leasehold, land, buildings and equipment. 5.2 Cash and cash equivalents in banks. 5.3 Loan to Hewlett Packard S.A. dated 1994. 5.4 Customers' Accounts Receivable. 5.5 Inventory - consists of finished products for sale, spare parts for repairs and raw materials for manufacturing. 5.6 Debtors - consists of income tax and VAT refunds prepaid taxes and various other current assets. 5.7 Deposits (short term and long term). All as described in Motorola's Financial Statement for the year ending December 31, 1999 (detailing the assets and liabilities of "Propel Carve Out" and "New Motorola in Foundation"), a copy of which is attached hereto. LIABILITIES OF MIL All balance sheet liabilities composed INTER ALIA of the following: 1. Loans to subsidiary companies. 2. Bank loans. 3. Accounts payable to Motorola Inc. for products and services rendered to the various divisions of MIL. 4. Capital Note to Motorola South Israel Ltd. (without interest and linkage). 5. Net secretions for severance pay. 6. Creditors and Credit Balances. All as described in Motorola's Financial Statement for the year ending December 31, 1999, a copy of which is attached hereto. - - The Transferred Activity will include all Rights, Liabilities, licenses and permits that are connected with Motorola's activities, which are not NMG or PCS. 2 APPENDIX A2 This Appendix describes Motorola's Rights, Liabilities, licenses and permits as of December 31, 1999. RIGHTS, LICENSES AND PERMITS OF MOTOROLA 1. 50% of the share capital of Pele-phone Communications Ltd. 2. Licenses provided by the Israeli Ministry of Communication:

3. All tangible assets including inventory lab equipment, cars, office equipment, furniture etc., which are used for the selling of Motorola's cellular phones in Israel. 4. 1,100 Shares of Bezeq Communications Ltd. at the sum of approximately $2,000. 5. All balance sheet assets composed INTER ALIA of the following: 5.1 Customers' Accounts Receivables directly obtained from the sale of Motorola's cellular phones. 5.2 Inventory - consists of Motorola's products for sale or repair. 5.3 Debts. 5.4 Leasehold land, buildings and equipment. All as described in Motorola's Financial Statement for the year ending December 31, 1999, a copy of which is attached hereto. LIABILITIES OF MOTOROLA All balance sheet liabilities composed INTER ALIA of the following: 1. Indebtedness of Motorola to Motorola Semiconductor Israel Ltd. as of December 31, 1999 in the aggregate principal amount of $32,508,193.86, pursuant to Motorola Inc.'s decision with respect to the inter-company loan, and such other loans of Motorola from its subsidiaries as set forth on the Financial Statements for the year ending December 31, 1999, a copy of which is attached hereto. 2. Payments due to Motorola Inc. in respect of all purchase of products and services from Motorola Inc. 3. All current liabilities formed in connection with business activities. 3 All as described in Motorola's Financial Statement for the year ending December 31, 1999, a copy of which is attached hereto. - - The remaining activity will include all Rights, Liabilities, licenses and permits that are connected with Motorola's NMG or PCS activities. 4 APPENDIX B(*) All written and oral agreements and contractual obligations of Motorola, which are in effect on the Effective Date, excluding the agreements of the Personal Communications Sector (PCS), which materially consist of: 1. a purchase agreement between Motorola and Motorola Tadiran Cellular Communications Ltd. (subsequently: Pele-phone Communications Ltd.), dated November 1, 1984. 2. a Memorandum of Understanding and a settlement agreement between Motorola and Cellcom Israel Ltd., dated February 1997. 3. a supply agreement between Motorola and Partner Communications Company Ltd., dated October 29, 1998. 4. authorized distributor agreements for distributing handsets and accessories. 5. outsourcing agreements for the fixing, replacing and maintaining of handsets and accessories. and excluding the agreements of the NMG field (essentially, the holding of shares in Pele-phone Communications Ltd. ("PCL")), which materially consist of: 1. a shareholders agreement between Bezeq the Israeli Communications Company Ltd. and Motorola, as of October 10, 1994. 2. an agreement between Motorola and PCL with regard to CDMA infrastructure dated 1987, and all its amendments (including the amendment dated 1997) and related purchase orders. (*) This Appendix describes the agreements that relate to the Transferred Activity in the manner of listing the agreements related to the activity remaining in Motorola instead of specifying the list of agreements to be transferred to MIL. 5 APPENDIX C LIENS OF MOTOROLA AND MIL Motorola and MIL have no liens registered on their assets for the benefit of any third party(1). - ---------- 1 Please note that the Israeli Registrar of Companies had a lien in the sum of NIS 0.02 on Motorola's assets. This lien was removed, but not all of the databases concerning the registration of this information were updated in respect of the removal. 6 APPENDIX D Guarantees of Motorola that refer to the Transferred Activity assumed by MIL on the Closing Date, including: 1. "Company" guarantees to Bank Leumi for the subsidiaries: 1.1 Motorola Semiconductor Israel Ltd. 1.2 Motorola Israel Semiconductor & Products (S.P.S) Ltd. 1.3 Motorola Israel Information Systems Ltd. 2. "Company" guarantees to the Israeli Customs Authorities for the subsidiaries: 2.1 Motorola Communications Israel Ltd. 2.2 Motorola Semiconductor Israel Ltd. 2.3 Motorola Israel Semiconductor & Products (S.P.S.) Ltd. 2.4 Motorola Israel Information Systems Ltd. 7 APPENDIX E Employees transferred from Motorola to MIL as of December 31, 1999:

- - The Transferred Employees will include all other employees on the Closing Date that are connected with Motorola's activities, which are not NMG or PCS, and are not detailed here above. 16 APPENDIX F Motorola's ownership and/or lease rights and/or contractual rights to receive such rights in the real property transferred to MIL on the Closing Date, including without limitation: