Common use of Inability to Obtain Novation Clause in Contracts

Inability to Obtain Novation. If Vishay or VPG is unable to obtain, or to cause to be obtained, any such required agreement, instrument, Consent, release, substitution or amendment with respect to any such Assumed Liability or Excluded Assumed Liability, as applicable, the applicable member of the Vishay Group or the VPG Group, as applicable, shall continue to be bound by such Contracts and other obligations and Liabilities and, unless not permitted by Applicable Law or the terms thereof (except to the extent expressly set forth in this Agreement or any Ancillary Agreement), Vishay, with respect to any Excluded Assumed Liability, and VPG, with respect to any Assumed Liability, shall, as agent or subcontractor for the other or such other Person, as the case may be, pay, perform and discharge fully, or cause to be paid, transferred or discharged all the obligations or other Liabilities of any member of the other’s Group thereunder from and after the Distribution Date or, in the case of a Shared Contract, such obligations or other Liabilities as pertain to the member or members of its own Group. Notwithstanding the foregoing, any such Liability shall still be considered an Assumed Liability or Excluded Assumed Liability, as applicable; provided, however, that neither Vishay nor VPG shall (nor shall either permit any member of its respective Group to), amend, renew, change the term of, modify the obligations under, or transfer to a third Person, any such Contract or other obligation or other Liability without the written consent of the other. Each of Vishay and VPG shall each use reasonable best efforts to provide prompt notice to the other of any request they receive from the counterparty to any Contract for any such amendment, renewal, change, modification or transfer. Vishay, with respect to any Assumed Liability and VPG, with respect to any Excluded Assumed Liability, shall, without further consideration, pay and remit, or cause to be paid or remitted, to the other or its appropriate Subsidiary promptly all money, rights and other consideration received by it or any member of its Group in respect of such performance (unless any such consideration is, with respect to consideration received by Vishay or any member of the Vishay Group, an Excluded Asset, or, with respect to consideration received by VPG or any member of the VPG Group, a Separated Asset). If and when any such agreement, instrument, Consent, release, substitution or amendment shall be obtained or such Contract or other obligations and Liabilities shall otherwise become assignable or able to be novated, Vishay, for any Assumed Liability, and VPG, for any Excluded Assumed Liability, shall thereafter assign, or cause to be assigned, all of its rights, obligations and other Liabilities thereunder or any rights or obligations of any member of its respective Group to the other without payment of further consideration and the other shall, without the payment of any further consideration, assume such rights, obligations and Liabilities.

Inability to Obtain Novation. If Vishay Adaptec or VPG Roxio is unable to obtain, or to cause to be obtained, any such required agreementConsent, instrument, ConsentGovernment Approval, release, substitution or amendment with respect to any such Assumed Liability or Excluded Assumed Liability, as applicableamendment, the applicable member of the Vishay Adaptec Group or the VPG Group, as applicable, shall continue to be bound by such Contracts agreements, leases, licenses and other obligations and Liabilities and, unless not permitted by Applicable Law law or the terms thereof (except to the extent expressly set forth in this Agreement, the Separation Agreement or any other Ancillary Agreement), Vishay, with respect to any Excluded Assumed Liability, and VPG, with respect to any Assumed Liability, Roxio shall, as agent or subcontractor for the other Adaptec or such other Person, as the case may be, pay, perform and discharge fully, or cause to be paid, transferred or discharged all the obligations or other Liabilities of any member of Adaptec or such other Person, as the other’s Group case may be, thereunder from and after the Distribution Date or, in the case of a Shared Contract, such obligations or other Liabilities as pertain to the member or members of its own Groupdate hereof. Notwithstanding the foregoing, any such Liability shall still be considered an Assumed Liability or Excluded Assumed Liability, as applicable; provided, however, that neither Vishay nor VPG shall (nor shall either permit any member of its respective Group to), amend, renew, change the term of, modify the obligations under, or transfer to a third Person, any such Contract or other obligation or other Liability without the written consent of the other. Each of Vishay and VPG shall each use reasonable best efforts to provide prompt notice to the other of any request they receive from the counterparty to any Contract for any such amendment, renewal, change, modification or transfer. Vishay, with respect to any Assumed Liability and VPG, with respect to any Excluded Assumed Liability, Adaptec shall, without further consideration, pay and remit, or cause to be paid or remitted, to the other Roxio or its appropriate Subsidiary promptly all money, rights and other consideration received by it or any member of its respective Group in respect of such performance (unless any such consideration is, with respect to consideration received by Vishay or any member of the Vishay Group, is an Excluded Asset, or, with respect to consideration received by VPG or any member of the VPG Group, a Separated Asset). If and when any such agreementConsent, instrument, ConsentGovernment Approval, release, substitution or amendment shall be obtained or such Contract agreement, lease, license or other rights or obligations and Liabilities shall otherwise become assignable or able to be novated, Vishay, for any Assumed Liability, and VPG, for any Excluded Assumed Liability, Adaptec shall thereafter assign, or cause to be assigned, all of its rights, obligations and other Liabilities thereunder or any rights or obligations of any member of its respective Group to the other Roxio without payment of further consideration and the other Roxio shall, without the payment of any further consideration, assume such rights, obligations rights and Liabilitiesobligations.

Inability to Obtain Novation. If Vishay or VPG is Assignors and Assignee are unable to obtain, or to cause to be obtained, any such required agreementconsent, instrument, Consentapproval, release, substitution or amendment with respect allowing any Distributorship Agreement to any such Assumed Liability be assigned or Excluded Assumed Liabilitytransferred to, or managed by, Assignee, then Corgenix or Corgenix U.K., as applicablethe case may be, the applicable member of the Vishay Group or the VPG Group, as applicable, shall will continue to be bound by such Contracts and other obligations and Liabilities agreements and, unless not permitted otherwise prohibited by Applicable Law law or the terms thereof (except to the extent expressly set forth in this Agreement or any Ancillary Agreement)thereof, Vishay, with respect to any Excluded Assumed Liability, and VPG, with respect to any Assumed Liability, Assignee shall, as agent or subcontractor for the other Corgenix or such other PersonCorgenix U.K., as the case may be, pay, perform perform, and discharge fully, or cause to be paid, transferred or discharged discharged, all the rights and obligations or other Liabilities of any member of the other’s Group thereunder Distributorship Agreements from and after the Distribution Date orclosing of the Second Tranche. If an agency or subcontractor management relationship will not adequately address the needs of Corgenix, Corgenix U.K., and Assignee, then Corgenix, Corgenix U.K., and Elitech UK will in good faith structure a mutually acceptable arrangement to accomplish the case intent of a Shared Contract, such obligations or other Liabilities as pertain to this Agreement and the member or members of its own GroupCommon Stock Purchase Agreement. Notwithstanding Under the foregoing, any such Liability shall still be considered an Assumed Liability or Excluded Assumed Liability, as applicable; provided, however, that neither Vishay nor VPG shall (nor shall either permit any member of its respective Group tocircumstances contemplated by this Section 3(b), amend, renew, change it is the term of, modify the obligations under, or transfer to a third Person, any such Contract or other obligation or other Liability without the written consent intent of the other. Each of Vishay and VPG shall each use reasonable best efforts to provide prompt notice to parties that the other of any request they receive from the counterparty to any Contract for any such amendment, renewal, change, modification or transfer. Vishay, with respect to any Assumed Liability and VPG, with respect to any Excluded Assumed Liability, Assignors shall, without further considerationconsideration other than that delivered at the closing of the Second Tranche, pay deliver to Assignee the value, net of tax obligations of Corgenix and/or Corgenix U.K. on revenue generated (and remitnet of the balance of any applicable foreign tax credits), or cause to be paid or remitted, to the other or its appropriate Subsidiary promptly of all money, rights and other consideration received by it or any member of its Group them in respect of such performance (unless any such consideration is, with respect to consideration received by Vishay or any member of operations under the Vishay Group, an Excluded Asset, or, with respect to consideration received by VPG or any member of the VPG Group, a Separated Asset)Distributorship Agreements. If and when any such agreementconsent, instrument, Consentapproval, release, substitution or amendment shall be obtained or such Contract or other obligations and Liabilities Distributorship Agreements shall otherwise become assignable or able to be novated, Vishay, for any Assumed Liability, and VPG, for any Excluded Assumed Liability, each of the Assignors shall thereafter assign, or cause to be assigned, all of its rights, rights and obligations and other Liabilities thereunder or any rights or obligations of any member of its respective Group to the other without payment of further consideration and the other shall, Assignee without the payment of any further consideration, and Assignee shall, without any further consideration, assume such rightsrights and obligations, subject to Wescor’s and Elitech’s indemnification obligations and Liabilitiesset forth in Section 7.3(A) of the Common Stock Purchase Agreement.

Inability to Obtain Novation. If Vishay or VPG is the parties are unable to obtain, or to cause to be obtained, any such required agreementconsent, instrument, Consentapproval, release, substitution or amendment with respect to any such Assumed Liability or Excluded Assumed Liability, as applicableamendment, the applicable member of the Vishay Cadence Group or the VPG Group, as applicable, shall continue to be bound by such Contracts agreements, leases, licenses and other obligations and Liabilities and, unless not permitted prohibited by Applicable Law law or the terms thereof (except to the extent expressly set forth in this Assignment, the Separation Agreement or any other Ancillary Agreement), Vishay, with respect to any Excluded Assumed Liability, and VPG, with respect to any Assumed Liability, the Partnership shall, as agent or subcontractor for the other Cadence, Holdings or such other Person, as the case may be, pay, perform and discharge fully, or cause to be paid, transferred or discharged all the obligations or other Liabilities of any member of Cadence, Holdings or such other Person, as the other’s Group case may be, thereunder from and after the Distribution Date ordate hereof. Cadence shall, in the case on behalf of a Shared Contract, such obligations or other Liabilities as pertain to the member or members of its own Group. Notwithstanding the foregoing, any such Liability shall still be considered an Assumed Liability or Excluded Assumed Liability, as applicable; provided, however, that neither Vishay nor VPG shall (nor shall either permit any member of its respective Group to), amend, renew, change the term of, modify the obligations underHoldings, or transfer to a third Person, any such Contract or other obligation or other Liability without the written consent of the other. Each of Vishay and VPG shall each use reasonable best efforts to provide prompt notice to the other of any request they receive from the counterparty to any Contract for any such amendment, renewal, change, modification or transfer. Vishay, with respect to any Assumed Liability and VPG, with respect to any Excluded Assumed Liability, Holdings shall, without further consideration, pay and remit, or cause to be paid or remitted, to the other Partnership or its appropriate Subsidiary promptly all money, rights and other consideration received by it or any member of its the Cadence Group in respect of such performance (unless any such consideration is, with respect to consideration received by Vishay or any member of the Vishay Group, is an Excluded Asset, or, with respect to consideration received by VPG or any member of the VPG Group, a Separated Asset). If and when any such agreementconsent, instrument, Consentapproval, release, substitution or amendment shall be obtained or such Contract agreement, lease, license or other rights or obligations and Liabilities shall otherwise become assignable or able to be novated, VishayCadence, for any Assumed Liabilityon behalf of Holdings, and VPG, for any Excluded Assumed Liability, or Holdings shall thereafter assign, or cause to be assigned, all of its rights, obligations and other Liabilities thereunder or any rights or obligations of any member of its respective the Cadence Group to the other Partnership (or its appropriate Subsidiary) without payment of further consideration and the other Partnership (or its appropriate Subsidiary) shall, without the payment of any further consideration, assume such rights, obligations rights and Liabilitiesobligations.

Inability to Obtain Novation. If Vishay C-Cube or VPG Semiconductor is unable to obtain, or to cause to be obtained, any such required agreementconsent, instrument, Consentapproval, release, substitution or amendment with respect to any such Assumed Liability or Excluded Assumed Liability, as applicableamendment, the applicable member of the Vishay C-Cube Group or the VPG Group, as applicable, shall continue to be bound by such Contracts agreements, leases, licenses and other obligations and Liabilities and, unless not permitted by Applicable Law law or the terms thereof (except to the extent expressly set forth in this Agreement, the Separation Agreement or any other Ancillary Agreement), Vishay, with respect to any Excluded Assumed Liability, and VPG, with respect to any Assumed Liability, Semiconductor shall, as agent or subcontractor for the other C-Cube or such other Person, as the case may be, pay, perform and discharge fully, or cause to be paid, transferred or discharged all the obligations or other Liabilities of any member of C-Cube or such other Person, as the other’s Group case may be, thereunder from and after the Distribution Date or, in the case of a Shared Contract, such obligations or other Liabilities as pertain to the member or members of its own Groupdate hereof. Notwithstanding the foregoing, any such Liability shall still be considered an Assumed Liability or Excluded Assumed Liability, as applicable; provided, however, that neither Vishay nor VPG shall (nor shall either permit any member of its respective Group to), amend, renew, change the term of, modify the obligations under, or transfer to a third Person, any such Contract or other obligation or other Liability without the written consent of the other. Each of Vishay and VPG shall each use reasonable best efforts to provide prompt notice to the other of any request they receive from the counterparty to any Contract for any such amendment, renewal, change, modification or transfer. Vishay, with respect to any Assumed Liability and VPG, with respect to any Excluded Assumed Liability, C-Cube shall, without further consideration, pay and remit, or cause to be paid or remitted, to the other Semiconductor or its appropriate Subsidiary promptly all money, rights and other consideration received by it or any member of its respective Group in respect of such performance (unless any such consideration is, with respect to consideration received by Vishay or any member of the Vishay Group, is an Excluded Asset, or, with respect to consideration received by VPG or any member of the VPG Group, a Separated Asset). If and when any such agreementconsent, instrument, Consentapproval, release, substitution or amendment shall be obtained or such Contract agreement, lease, license or other rights or obligations and Liabilities shall otherwise become assignable or able to be novated, Vishay, for any Assumed Liability, and VPG, for any Excluded Assumed Liability, C-Cube shall thereafter assign, or cause to be assigned, all of its rights, obligations and other Liabilities thereunder or any rights or obligations of any member of its respective Group to the other Semiconductor without payment of further consideration and the other Semiconductor shall, without the payment of any further consideration, assume such rights, obligations rights and Liabilitiesobligations.

Inability to Obtain Novation. If Vishay Schlumberger or VPG NPT is unable to obtain, or to cause to be obtained, any such required agreementconsent, instrument, Consentapproval, release, substitution or amendment with respect to any such Assumed Liability or Excluded Assumed Liability, as applicableamendment, the applicable member of the Vishay Schlumberger Group or the VPG Group, as applicable, shall continue to be bound by such Contracts agreements, leases, licenses and other obligations and Liabilities and, unless not permitted by Applicable Law law or the terms thereof (except to the extent expressly set forth in this Agreement, the Master Separation and Sale Agreement or any other Ancillary Agreement), Vishay, with respect to any Excluded Assumed Liability, and VPG, with respect to any Assumed Liability, NPT shall, as agent or subcontractor for the other Schlumberger or such other Person, as the case may be, pay, perform and discharge fully, or cause to be paid, transferred or discharged all the obligations or other Liabilities of any member of Schlumberger or such other Person, as the other’s Group case may be, thereunder from and after the Distribution Date or, in the case of a Shared Contract, such obligations or other Liabilities as pertain to the member or members of its own Groupdate hereof. Notwithstanding the foregoing, any such Liability shall still be considered an Assumed Liability or Excluded Assumed Liability, as applicable; provided, however, that neither Vishay nor VPG shall (nor shall either permit any member of its respective Group to), amend, renew, change the term of, modify the obligations under, or transfer to a third Person, any such Contract or other obligation or other Liability without the written consent of the other. Each of Vishay and VPG shall each use reasonable best efforts to provide prompt notice to the other of any request they receive from the counterparty to any Contract for any such amendment, renewal, change, modification or transfer. Vishay, with respect to any Assumed Liability and VPG, with respect to any Excluded Assumed Liability, Schlumberger shall, without further consideration, pay and remit, or cause to be paid or remitted, to the other NPT or its appropriate Subsidiary promptly all money, rights and other consideration received by it or any member of its respective Group in respect of such performance (unless any such consideration is, with respect to consideration received by Vishay or any member of the Vishay Group, is an Excluded Asset, or, with respect to consideration received by VPG or any member of the VPG Group, a Separated Asset). If and when any such agreementconsent, instrument, Consentapproval, release, substitution or amendment shall be obtained or such Contract agreement, lease, license or other rights or obligations and Liabilities shall otherwise become assignable or able to be novated, Vishay, for any Assumed Liability, and VPG, for any Excluded Assumed Liability, Schlumberger shall thereafter assign, or cause to be assigned, all of its rights, obligations and other Liabilities thereunder or any rights or obligations of any member of its respective Group to the other NPT without payment of further consideration and the other NPT shall, without the payment of any further consideration, assume such rights, obligations rights and Liabilitiesobligations.

Inability to Obtain Novation. If Vishay or VPG HBI is unable to obtain, or to cause to be obtained, any such required agreement, instrument, Consentconsent, approval, release, substitution or amendment with respect to any such Assumed Liability or Excluded Assumed Liability, as applicableamendment, the applicable member of the Vishay Xxxx Xxx Group or the VPG Group, as applicable, shall continue to be bound by such Contracts and other obligations and Liabilities and, unless not permitted by Applicable Law law or the terms thereof (except to the extent expressly set forth in this Agreement or any Ancillary Agreement), Vishay, with respect to any Excluded Assumed Liability, and VPG, with respect to any Assumed Liability, HBI shall, as agent or subcontractor for the other Xxxx Xxx or such other Person, as the case may be, pay, perform and discharge fully, or cause to be paid, transferred or discharged all the obligations or other Liabilities of any member of the other’s Xxxx Xxx Group thereunder from and after the Distribution Date or, in the case of a Shared Contract, such obligations or other Liabilities as pertain to the member or members of its own GroupSeparation Date. Notwithstanding the foregoing, any such Liability shall still be considered an Assumed Liability or Excluded Assumed HBI Liability, as applicable; provided, however, that neither Vishay nor VPG Xxxx Xxx shall not (nor and shall either not permit any member of its respective the Xxxx Xxx Group to), ) and HBI shall not (and shall not permit any member of the HBI Group to) amend, renew, change the term of, modify the obligations under, or transfer to a third Person, any such Contract or other obligation or other Liability without the written consent of HBI (in the othercase of any such action by the Xxxx Xxx Group) or Xxxx Xxx (in the case of any such action by the HBI Group). Each of Vishay Xxxx Xxx and VPG HBI shall each use reasonable best efforts to provide prompt notice to the other of any request they receive from the counterparty to any Contract for any such amendment, renewal, change, modification or transfer. Vishay, with respect to any Assumed Liability and VPG, with respect to any Excluded Assumed Liability, Xxxx Xxx shall, without further consideration, pay and remit, or cause to be paid or remitted, to the other HBI or its appropriate Subsidiary promptly all money, rights and other consideration received by it or any member of its Group in respect of such performance (unless any such consideration is, with respect to consideration received by Vishay or any member of the Vishay Group, is an Excluded Asset, or, with respect to consideration received by VPG or any member of the VPG Group, a Separated Asset). If and when any such agreement, instrument, Consentconsent, approval, release, substitution or amendment shall be obtained or such Contract or other obligations and Liabilities shall otherwise become assignable or able to be novated, Vishay, for any Assumed Liability, and VPG, for any Excluded Assumed Liability, Xxxx Xxx shall thereafter assign, or cause to be assigned, all of its rights, obligations and other Liabilities thereunder or any rights or obligations of any member of its respective Group to the other HBI without payment of further consideration and the other HBI shall, without the payment of any further consideration, assume such rights, obligations and Liabilities.

Inability to Obtain Novation. If Vishay ECC or VPG the Company is unable to obtain, or to cause to be obtained, any such required agreement, instrument, Consent, release, substitution or amendment with respect to any such Assumed Liability or Excluded Assumed Liability, as applicable, the applicable member of the Vishay ECC Group or the VPG Group, as applicable, shall continue to be bound by such Contracts and other obligations and Liabilities and, unless not permitted by Applicable Law or the terms thereof (except to the extent expressly set forth in this Agreement or any Ancillary Agreement), Vishay, with respect to any Excluded Assumed Liability, and VPG, with respect to any Assumed Liability, the Company shall, as agent or subcontractor for the other ECC or such other Person, as the case may be, pay, perform and discharge fully, or cause to be paid, transferred or discharged all the obligations or other Liabilities of any member of the other’s ECC Group thereunder from and after the Distribution Date or, in the case of a Shared Contract, such obligations or other Liabilities as pertain to the member or members of its own GroupDate. Notwithstanding the foregoing, any such Liability shall still be considered an Assumed Liability or Excluded Assumed Liability, as applicable; provided, however, that neither Vishay nor VPG ECC shall not (nor and shall either not permit any member of its respective the ECC Group to), ) and the Company shall not (and shall not permit any member of the Company Group to) amend, renew, change the term of, modify the obligations under, or transfer to a third Person, any such Contract or other obligation or other Liability without the written consent of the otherCompany (in the case of any such action by the ECC Group) or ECC (in the case of any such action by the Company Group). Each of Vishay ECC and VPG the Company shall each use reasonable best efforts to provide prompt notice to the other of any request they receive from the counterparty to any Contract for any such amendment, renewal, change, modification or transfer. Vishay, with respect to any Assumed Liability and VPG, with respect to any Excluded Assumed Liability, ECC shall, without further consideration, pay and remit, or cause to be paid or remitted, to the other Company or its appropriate Subsidiary promptly all money, rights and other consideration received by it or any member of its the Company Group in respect of such performance (unless any such consideration is, with respect to consideration received by Vishay or any member of the Vishay Group, is an Excluded Asset, or, with respect to consideration received by VPG or any member of the VPG Group, a Separated Asset). If and when any such agreement, instrument, Consent, release, substitution or amendment shall be obtained or such Contract or other obligations and Liabilities shall otherwise become assignable or able to be novated, Vishay, for any Assumed Liability, and VPG, for any Excluded Assumed Liability, ECC shall thereafter assign, or cause to be assigned, all of its rights, obligations and other Liabilities thereunder or any rights or obligations of any member of its respective the Company Group to the other Company without payment of further consideration and the other Company shall, without the payment of any further consideration, assume such rights, obligations and Liabilities.

Inability to Obtain Novation. If Vishay or VPG HBI is unable to obtain, or to cause to be obtained, any such required agreement, instrument, Consentconsent, approval, release, substitution or amendment with respect to any such Assumed Liability or Excluded Assumed Liability, as applicableamendment, the applicable member of the Vishay Sxxx Xxx Group or the VPG Group, as applicable, shall continue to be bound by such Contracts and other obligations and Liabilities and, unless not permitted by Applicable Law law or the terms thereof (except to the extent expressly set forth in this Agreement or any Ancillary Agreement), Vishay, with respect to any Excluded Assumed Liability, and VPG, with respect to any Assumed Liability, HBI shall, as agent or subcontractor for the other Sxxx Xxx or such other Person, as the case may be, pay, perform and discharge fully, or cause to be paid, transferred or discharged all the obligations or other Liabilities of any member of the other’s Sxxx Xxx Group thereunder from and after the Distribution Date or, in the case of a Shared Contract, such obligations or other Liabilities as pertain to the member or members of its own GroupSeparation Date. Notwithstanding the foregoing, any such Liability shall still be considered an Assumed Liability or Excluded Assumed HBI Liability, as applicable; provided, however, that neither Vishay nor VPG Sxxx Xxx shall not (nor and shall either not permit any member of its respective the Sxxx Xxx Group to), ) and HBI shall not (and shall not permit any member of the HBI Group to) amend, renew, change the term of, modify the obligations under, or transfer to a third Person, any such Contract or other obligation or other Liability without the written consent of HBI (in the othercase of any such action by the Sxxx Xxx Group) or Sxxx Xxx (in the case of any such action by the HBI Group). Each of Vishay Sxxx Xxx and VPG HBI shall each use reasonable best efforts to provide prompt notice to the other of any request they receive from the counterparty to any Contract for any such amendment, renewal, change, modification or transfer. Vishay, with respect to any Assumed Liability and VPG, with respect to any Excluded Assumed Liability, Sxxx Xxx shall, without further consideration, pay and remit, or cause to be paid or remitted, to the other HBI or its appropriate Subsidiary promptly all money, rights and other consideration received by it or any member of its Group in respect of such performance (unless any such consideration is, with respect to consideration received by Vishay or any member of the Vishay Group, is an Excluded Asset, or, with respect to consideration received by VPG or any member of the VPG Group, a Separated Asset). If and when any such agreement, instrument, Consentconsent, approval, release, substitution or amendment shall be obtained or such Contract or other obligations and Liabilities shall otherwise become assignable or able to be novated, Vishay, for any Assumed Liability, and VPG, for any Excluded Assumed Liability, Sxxx Xxx shall thereafter assign, or cause to be assigned, all of its rights, obligations and other Liabilities thereunder or any rights or obligations of any member of its respective Group to the other HBI without payment of further consideration and the other HBI shall, without the payment of any further consideration, assume such rights, obligations and Liabilities.