COOPERATION IN OBTAINING NEW AGREEMENTS. Eaton understands that, prior to the Separation Date, Axcelis Technologies has derived benefits under certain agreements and relationships between Eaton and third parties, which agreements and relationships are not being assigned or transferred to Axcelis Technologies in connection with the Separation. Upon the request of Axcelis Technologies, Eaton will make introductions of appropriate Axcelis Technologies personnel to Eatox'x xxxtacts at such third parties, and will provide reasonable assistance to Axcelis Technologies, at Eatox'x xxxense, so that Axcelis Technologies may enter into agreements or relationships with such third parties under substantially equivalent terms and conditions, including financial terms and conditions, that apply to Eaton. Such assistance may include, but is not limited to, (i) requesting and encouraging such third parties to enter into such agreements or relationships with Axcelis Technologies, (ii) attending meetings and negotiating sessions with Axcelis Technologies and such third parties, and (iii) participating in buying consortiums with Axcelis Technologies. Eaton also understands that certain agreements between Eaton and third parties which are being assigned to Axcelis Technologies in connection with the Separation may require the consent of the applicable third party. Eaton shall assist Axcelis Technologies in seeking and obtaining the consent of such third parties to such assignment. The parties expect that the activities contemplated by this Section 5.12 will be substantially completed by the Distribution Date, but in any event Eatox'x xxxigations hereunder will terminate after the first anniversary of the Distribution Date.
COOPERATION IN OBTAINING NEW AGREEMENTS. Xxxx Xxx understands that, prior to the Separation Date, HBI has derived benefits under certain agreements and relationships between Xxxx Xxx and third parties, which agreements and relationships are not being assigned or transferred to HBI in connection with the Separation. After the Separation Date, upon the request of HBI, Xxxx Xxx agrees to make introductions of appropriate HBI personnel to Xxxx Xxx’x contacts at such third parties, and agrees to provide reasonable assistance to HBI so that HBI, to the extent possible, may enter into agreements or relationships with such third parties under substantially equivalent terms and conditions, including financial terms and conditions, that apply to Xxxx Xxx. Such assistance may include, but is not limited to, (i) requesting and encouraging such third parties to enter into such agreements or relationships with HBI and (ii) attending meetings and negotiating sessions with HBI and such third parties.
COOPERATION IN OBTAINING NEW AGREEMENTS. Each of TFS and Brillian understand that, prior to the Separation Date, all parties have derived benefits under certain agreements among TFS and third parties, which agreements are not being assigned to Brillian in connection with the Separation. Upon the request of Brillian, TFS agrees to make introductions to appropriate personnel at such third parties, and agrees to provide reasonable assistance to Brillian at its own expense, so that Brillian may obtain agreements from such third parties under substantially equivalent terms and conditions, including financial terms and conditions, that apply to TFS. Such assistance may include, but is not limited to, requesting and encouraging such third parties to enter into such agreements. Each of TFS and Brillian also understand that there are certain agreements between TFS and third parties, which agreements are being assigned to Brillian in connection with the Separation but which may require the consent of the applicable third party. Upon request, each party agrees to assist the other party in seeking and obtaining the consent of such third parties to such assignment. The parties expect that the activities contemplated by this Section 6.7 will be substantially completed by the Distribution Date, but in no event will either party have any obligations hereunder after the first anniversary of the Distribution Date.
COOPERATION IN OBTAINING NEW AGREEMENTS. ESS Technology understands that, prior to the Distribution Date, Vialta has derived benefits under certain agreements between ESS Technology and third parties, which agreements are not being assigned to Vialta in connection with the Distribution. Upon the request of Vialta, ESS Technology agrees to make introductions to appropriate Vialta personnel to ESS Technology's contacts at such third parties, and agrees to provide reasonable assistance to Vialta, at ESS Technology's own expense, so that Vialta may obtain agreements from such third parties under substantially equivalent terms and conditions, including financial terms and conditions, that apply to ESS Technology. Such assistance may include, but is not limited to, (i) requesting and encouraging such third parties to enter into such agreements with Vialta, (ii) attending meetings and negotiating sessions with Vialta and such third parties, and (iii) participating in buying consortiums with Vialta. If there are any agreements between ESS Technology and third parties that are being assigned to Vialta by ESS Technology in connection with the Distribution, ESS Technology agrees to assist Vialta in seeking and obtaining the consent of such third parties to such assignment.
COOPERATION IN OBTAINING NEW AGREEMENTS. Millipore understands that, prior to the Separation Date, MMI has derived benefits under certain agreements and relationships between Millipore and third parties, which agreements and relationships are not being assigned or transferred to MMI in connection with the Separation. Upon the request of MMI, Millipore agrees to make introductions of appropriate MMI personnel to Millipore's contacts at such third parties, and agrees to provide reasonable assistance to MMI, at Millipore's own expense, so that MMI may enter into agreements or relationships with such third parties under substantially equivalent terms and conditions, including financial terms and conditions, that apply to Millipore. Such assistance may include, but is not limited to, requesting and encouraging such third parties to enter into such agreements or relationships with MMI, attending meetings and negotiating sessions with MMI and such third parties, and participating in buying consortiums with MMI. Millipore also understands that certain agreements between Millipore and third parties which are being assigned to MMI in connection with the Separation may require the consent of the applicable third party. Millipore shall assist MMI in seeking and obtaining the consent of such third parties to such assignment. The parties expect that the activities contemplated by this Section 5.14 will be substantially completed by the Distribution Date, but in no event will Millipore have any obligations hereunder after the first anniversary of the Distribution Date.
COOPERATION IN OBTAINING NEW AGREEMENTS. Adaptec understands that, prior to the Separation Date, Roxio has derived benefits under certain agreements between Adaptec and third parties, which agreements are not being assigned to Roxio in connection with the Separation. Upon the request of Roxio, Adaptec agrees to make introductions to appropriate Roxio personnel to Adaptec's contacts at such third parties, and agrees to provide reasonable assistance to Roxio, at Adaptec's own expense, so that Roxio may obtain agreements from such third parties under substantially equivalent terms and conditions, including financial terms and conditions, that apply to Adaptec. Such assistance may include, but is not limited to, (i) requesting and encouraging such third parties to enter into such agreements with Roxio, (ii) attending meetings and negotiating sessions with Roxio and such third parties, and (iii) participating in buying consortiums with Roxio. Adaptec also understands that there are certain agreements between Adaptec and third parties, which agreements are being assigned to Roxio in connection with the Separation but which may require the consent of the applicable third party. Upon the request of Roxio, Adaptec agrees to assist Roxio in seeking and obtaining the consent of such third parties to such assignment. The parties expect that the activities contemplated by this SECTION 4.10 will be substantially completed by the Distribution Date, but in no event will Adaptec have any obligations hereunder after the first anniversary of the Distribution Date.
COOPERATION IN OBTAINING NEW AGREEMENTS. Xxxx Xxx understands that, prior to the Separation Date, Coach has derived benefits under certain agreements and relationships between Xxxx Xxx and third parties, which agreements and relationships are not being assigned or transferred to Coach in connection with the Separation. Upon the request of Coach, Xxxx Xxx agrees to make introductions of appropriate Coach personnel to Xxxx Xxx'x contacts at such third parties, and agrees to provide reasonable assistance to Coach, at Xxxx Xxx'x own expense, so that Coach, to the extent possible, may enter into agreements or relationships with such third parties under substantially equivalent terms and conditions, including financial terms and conditions, that apply to Xxxx Xxx. Such assistance may include, but is not limited to, (i) requesting and encouraging such third parties to enter into such agreements or relationships with Coach, (ii) attending meetings and negotiating sessions with Coach and such third parties and (iii) participating in buying consortiums with Coach. Xxxx Xxx also understands that certain agreements between Xxxx Xxx and third parties which are being assigned to Coach in connection with the Separation may require the consent of the applicable third party. Xxxx Xxx shall assist Coach in seeking and obtaining the consent of such third parties to such
COOPERATION IN OBTAINING NEW AGREEMENTS. MRV understands that, prior to the Separation Date, Luminent has derived benefits under certain agreements and relationships between MRV and third parties, which agreements and relationships are not being assigned or transferred to Luminent in connection with the Separation. Upon the request of Luminent, MRV agrees to make introductions of appropriate Luminent personnel to MRV's contacts at such third parties, and agrees to provide reasonable assistance to Luminent, at MRV's own expense, so that Luminent may enter into agreements or relationships with such third parties under substantially equivalent terms and conditions, including financial terms and conditions, that apply to MRV. Such assistance may include, but is not limited to, (a) requesting and encouraging such third parties to enter into such agreements or relationships with Luminent, (b) attending meetings and negotiating sessions with Luminent and such third parties, and (c) participating in buying consortiums with Luminent. MRV also understands that certain agreements between MRV and third parties which are being assigned to Luminent in connection with the Separation may require the consent of the applicable third party. MRV shall assist Luminent in seeking and obtaining the consent of such third parties to such assignment. The parties expect that the activities contemplated by this Section 5.14 will be substantially completed by the Distribution Date, but in no event will MRV have any obligations hereunder after the first anniversary of the Distribution Date.
COOPERATION IN OBTAINING NEW AGREEMENTS. MRV understands that, prior to the Separation Date, Optical Access has derived benefits under certain agreements and relationships between MRV and third parties, which agreements and relationships are not being assigned or transferred to Optical Access in connection with the Separation. Upon the request of Optical Access, MRV agrees to make introductions of appropriate Optical Access personnel to MRV's contacts at such third parties, and agrees to provide reasonable assistance to Optical Access, at MRV's own expense, so that Optical Access may enter into agreements or relationships with such third parties under substantially equivalent terms and conditions, including financial terms and conditions, that apply to MRV. Such assistance may include, but is not limited to, (a) requesting and encouraging such third parties to enter into such agreements or relationships with Optical Access, (b) attending meetings and negotiating sessions with Optical Access and such third parties, and (c) participating in buying consortiums with Optical Access. MRV also
COOPERATION IN OBTAINING NEW AGREEMENTS. Company understands that, prior to the Separation Date, the HDD Business has derived benefits under certain agreements between Company and third parties, which agreements are not being assigned to Spinco in connection with the Separation. Upon the request of Maxtor after the Merger, Company agrees to make introductions to appropriate Maxtor personnel of Company's contacts at such third parties, and agrees to provide reasonable assistance to Maxtor, at Company's own expense, so that Maxtor may obtain agreements from such third parties under terms and conditions acceptable to Maxtor, including financial terms and conditions, that apply to Company and its Subsidiaries. Such assistance may include, but is not limited to, (i) requesting and encouraging such third parties to enter into such agreements with Maxtor, (ii) attending meetings and negotiating sessions with Maxtor and such third parties, and (iii) participating in buying consortiums with Maxtor. Company also understands that there are certain agreements between Company and third parties which the parties intend to assign to Spinco in connection with the Separation but for which a precondition to assignment may be the consent of the applicable third party. Upon the request of Maxtor, Company agrees to assist Spinco and Maxtor in seeking and obtaining the consent of such third parties to such assignment. The parties expect that the activities contemplated by this Section 4.6 will be substantially completed by the Redemption Date, but in no event will Company have any obligations hereunder after the first anniversary of the Redemption Date.
