Common use of Inability to Obtain Novation Clause in Contracts

Inability to Obtain Novation. If, after using its reasonable commercial efforts, LSI Logic or SSI is unable to obtain, or to cause to be obtained, any such required consent, approval, release, substitution or amendment, the applicable member of the LSI Logic Group shall continue to be bound by such agreements, leases, licenses and other obligations and, unless not permitted by law or the terms thereof (except to the extent expressly set forth in this Agreement, the Separation Agreement or any other Ancillary Agreement), SSI shall, as agent or subcontractor for LSI Logic 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 LSI Logic or such other Person, as the case may be, thereunder from and after the date hereof. LSI Logic shall, without further consideration, pay and remit, or cause to be paid or remitted, to SSI 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 an Excluded Asset). If and when any such consent, approval, release, substitution or amendment shall be obtained or such agreement, lease, license or other rights or obligations shall otherwise become assignable or able to be novated, LSI Logic shall thereafter assign, or cause to be assigned, all its rights, obligations and other Liabilities thereunder or any rights or obligations of any member of its respective Group to SSI without payment of further consideration and SSI shall, without the payment of any further consideration, assume such rights and obligations.

Inability to Obtain Novation. If, after using its reasonable commercial efforts, LSI Logic If Company or SSI Spinco is unable to obtain, or to cause to be obtained, any such required consent, approval, release, substitution or amendment, the applicable member of the LSI Logic Group shall continue to be party bound by such the agreements, leases, licenses and other obligations shall continue to be so bound and, unless not permitted by law or the terms thereof (except to the extent expressly set forth in this Agreement, the Separation Agreement or any other Ancillary Agreement), SSI Spinco shall, as agent or subcontractor for LSI Logic Company 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 LSI Logic Company or such other Person, as the case may be, thereunder from and after the date hereof. LSI Logic Company shall, without further consideration, pay and remit, or cause to be paid or remitted, to SSI Spinco or its appropriate Subsidiary promptly all money, rights and other consideration received by it or any member of its respective Group Subsidiaries in respect of such performance (unless any such consideration is an Excluded Asset). If and when any such consent, approval, release, substitution or amendment shall be obtained or such agreement, lease, license or other rights or obligations shall otherwise become assignable or able to be novated, LSI Logic Company shall thereafter assign, or cause to be assigned, all its rights, obligations and other Liabilities thereunder or any rights or obligations of it or any member of its respective Group Subsidiaries to SSI Spinco or an appropriate Subsidiary without payment of further consideration and SSI Spinco or its Subsidiary shall, without the payment of any further consideration, assume such rights and obligations.

Inability to Obtain Novation. If, after using its reasonable commercial efforts, LSI Logic If MRV or SSI Luminent is unable to obtain, or to cause to be obtained, any such required consent, approval, release, substitution or amendment, the applicable member of the LSI Logic MRV Group shall continue to be bound by such agreements, leases, licenses and other obligations and, unless not permitted by law or the terms thereof (except to the extent expressly set forth in this Agreement, the Separation Agreement or any other Ancillary Agreement), SSI Luminent shall, as agent or subcontractor for LSI Logic MRV 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 LSI Logic MRV or such other Person, as the case may be, thereunder from and after the date hereof. LSI Logic MRV shall, without further consideration, pay and remit, or cause to be paid or remitted, to SSI Luminent 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 an Excluded Asset). If and when any such consent, approval, release, substitution or amendment shall be obtained or such agreement, lease, license or other rights or obligations shall otherwise become assignable or able to be novated, LSI Logic MRV shall thereafter assign, or cause to be assigned, all its rights, obligations and other Liabilities thereunder or any rights or obligations of any member of its respective Group to SSI Luminent without payment of further consideration and SSI Luminent shall, without the payment of any further consideration, assume such rights and obligations.

Inability to Obtain Novation. If, after using its reasonable commercial efforts, LSI Logic If HP or SSI Agilent is unable to obtain, or to cause to be obtained, any such required consent, approval, release, substitution or amendment, the applicable member of the LSI Logic HP Group shall continue to be bound by such agreements, leases, licenses and other obligations and, unless not permitted by law or the terms thereof (except to the extent expressly set forth in this Agreement, the Separation Agreement or any other Ancillary Agreement), SSI Agilent shall, as agent or subcontractor for LSI Logic HP 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 LSI Logic HP or such other Person, as the case may be, thereunder from and after the date hereof. LSI Logic HP shall, without further consideration, pay and remit, or cause to be paid or remitted, to SSI Agilent 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 an Excluded Asset). If and when any such consent, approval, release, substitution or amendment shall be obtained or such agreement, lease, license or other rights or obligations shall otherwise become assignable or able to be novated, LSI Logic HP shall thereafter assign, or cause to be assigned, all its rights, obligations and other Liabilities thereunder or any rights or obligations of any member of its respective Group to SSI Agilent without payment of further consideration and SSI Agilent shall, without the payment of any further consideration, assume such rights and obligations.

Inability to Obtain Novation. If, after using its reasonable commercial efforts, LSI Logic If Xxxx Xxx or SSI Coach is unable to obtain, or to cause to be obtained, any such required consent, approval, release, substitution or amendment, the applicable member of the LSI Logic Xxxx Xxx Group shall continue to be bound by such agreements, leases, licenses and other obligations and, unless not permitted by law or the terms thereof (except to the extent expressly set forth in this Agreement, the Separation Agreement or any other Ancillary Agreement), SSI Coach shall, as agent or subcontractor for LSI Logic 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 LSI Logic Xxxx Xxx or such other Person, as the case may be, thereunder from and after the date hereof. LSI Logic Xxxx Xxx shall, without further consideration, pay and remit, or cause to be paid or remitted, to SSI Coach 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 an Excluded Asset). If and when any such consent, approval, release, substitution or amendment shall be obtained or such agreement, lease, license or other rights or obligations shall otherwise become assignable or able to be novated, LSI Logic Xxxx Xxx shall thereafter assign, or cause to be assigned, all its rights, obligations and other Liabilities thereunder or any rights or obligations of any member of its respective Group to SSI Coach without payment of further consideration and SSI Coach shall, without the payment of any further consideration, assume such rights and obligations.

Inability to Obtain Novation. If, after using its reasonable commercial efforts, LSI Logic If Quantum or SSI SNAP is unable to obtain, or to cause to be obtained, any such required consent, approval, release, substitution or amendment, the applicable member of the LSI Logic Quantum Group shall continue to be bound by such agreements, leases, licenses and other obligations and, unless not permitted by law or the terms thereof (except to the extent expressly set forth in this Agreement, the Separation Agreement or any other Ancillary Agreement), SSI SNAP shall, as agent or subcontractor for LSI Logic Quantum 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 LSI Logic Quantum or such other Person, as the case may be, thereunder from and after the date hereof. LSI Logic Quantum shall, without further consideration, pay and remit, or cause to be paid or remitted, to SSI SNAP 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 an Excluded Asset). If and when any such consent, approval, release, substitution or amendment shall be obtained or such agreement, lease, license or other rights or obligations shall otherwise become assignable or able to be novated, LSI Logic Quantum shall thereafter assign, or cause to be assigned, all its rights, obligations and other Liabilities thereunder or any rights or obligations of any member of its respective Group to SSI SNAP without payment of further consideration and SSI SNAP shall, without the payment of any further consideration, assume such rights and obligations.

Inability to Obtain Novation. If, after using its reasonable commercial efforts, LSI Logic If Palm or SSI PalmSource is unable to obtain, or to cause to be obtained, any such required consent, approval, release, substitution or amendment, the applicable member of the LSI Logic Palm Group shall continue to be bound by such agreements, leases, licenses and other obligations and, unless not permitted by law or the terms thereof (except to the extent expressly set forth in this Agreement, the Separation Agreement or any other Ancillary Agreement), SSI PalmSource shall, as agent or subcontractor for LSI Logic Palm 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 LSI Logic Palm or such other Person, as the case may be, thereunder from and after the date hereof. LSI Logic Palm shall, without further consideration, pay and remit, or cause to be paid or remitted, to SSI PalmSource 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 an Excluded Asset). If and when any such consent, approval, release, substitution or amendment shall be obtained or such agreement, lease, license or other rights or obligations shall otherwise become assignable or able to be novated, LSI Logic Palm shall thereafter assign, or cause to be assigned, all its rights, obligations and other Liabilities thereunder or any rights or obligations of any member of its respective Group to SSI PalmSource without payment of further consideration and SSI PalmSource shall, without the payment of any further consideration, assume such rights and obligations.

Inability to Obtain Novation. If, after using its reasonable commercial efforts, LSI Logic If MRV or SSI Optical Access is unable to obtain, or to cause to be obtained, any such required consent, approval, release, substitution or amendment, the applicable member of the LSI Logic MRV Group shall continue to be bound by such agreements, leases, licenses and other obligations and, unless not permitted by law or the terms thereof (except to the extent expressly set forth in this Agreement, the Separation Agreement or any other Ancillary Agreement), SSI Optical Access shall, as agent or subcontractor for LSI Logic MRV 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 LSI Logic MRV or such other Person, as the case may be, thereunder from and after the date hereof. LSI Logic MRV shall, without further consideration, pay and remit, or cause to be paid or remitted, to SSI Optical Access 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 an Excluded Asset). If and when any such consent, approval, release, substitution or amendment shall be obtained or such agreement, lease, license or other rights or obligations shall otherwise become assignable or able to be novated, LSI Logic MRV shall thereafter assign, or cause to be assigned, all its rights, obligations and other Liabilities thereunder or any rights or obligations of any member of its respective Group to SSI Optical Access without payment of further consideration and SSI Optical Access shall, without the payment of any further consideration, assume such rights and obligations.