Common use of Novation and Assignment Clause in Contracts

Novation and Assignment. (a) Each Party shall, and shall cause their respective Subsidiaries to use commercially reasonable efforts to obtain or to cause to be obtained any Consent, substitution, or amendment required to novate (including with respect to any federal governmental contract) or assign all rights and obligations under Assumed Contracts and other obligations or liabilities of any nature whatsoever that constitute the Assumed Liabilities or to obtain in writing the unconditional release of all parties to such arrangements, so that, in any case, Verigy will be solely responsible for such rights and Assumed Liabilities from and after the Separation Date, provided, however, that neither Party nor any of its Subsidiaries shall be obligated to pay any consideration therefor to any third party from whom such Consents, substitutions and amendments are requested. (b) If either Party or any of its Subsidiaries is unable to obtain, or to cause to be obtained, any such required Consent, release, substitution or amendment, (i) Agilent shall, or shall cause its Subsidiary to, continue to be bound by such Assumed Contracts and other obligations and, (ii) unless not permitted by the terms thereof or applicable Law, Verigy shall, as agent or subcontractor for Agilent or such Subsidiary, pay, perform and discharge fully, or cause to be paid, transferred or discharged all the obligations or other Liabilities of Agilent or such Subsidiary thereunder from and after the Separation Date (except to the extent expressly otherwise provided herein or in the other Transaction Documents). Agilent shall, without further consideration, pay and remit, or cause to be paid or remitted, to Verigy promptly all money, rights and other consideration received by it in respect of such performance. 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, Agilent shall, or shall cause such Subsidiary to, thereafter assign, or cause to be assigned, all its rights, obligations and other liabilities thereunder to Verigy or its Subsidiaries without receipt of further consideration and Verigy or its Subsidiaries shall, without the payment of any further consideration, assume such rights and obligations. Notwithstanding the foregoing, the provisions of this Section 2.5 shall not apply to Consents or releases with respect to the Assigned Real Property or Subleased Real Property, such Consents and releases to be obtained pursuant to the provisions of Section 2.6.

Novation and Assignment. (a) Each Party shall, and shall cause their respective Subsidiaries to, and Seller Parent shall use commercially reasonable efforts to cause Angel to, use commercially reasonable efforts to obtain or to cause to be obtained any Consent, substitution, or amendment required to novate (including with respect to any federal governmental contract) or assign all rights and obligations under Assumed Transferred Contracts and other obligations or liabilities of any nature whatsoever that constitute the Assumed Liabilities or to obtain in writing the unconditional release of all parties to such arrangements, so that, in any case, Verigy Purchaser will be solely responsible for such rights and Assumed Liabilities from and after the Separation Closing Date, provided, however, that neither Party nor any of its Subsidiaries shall be obligated to pay any consideration therefor to any third party from whom such Consents, substitutions and amendments are requested. (b) If either Party or any of its Subsidiaries is unable to obtain, or to cause to be obtained, any such required Consent, release, substitution or amendment, (i) Agilent Seller Parent, Seller or any Other Seller, as applicable, shall, or shall cause its Subsidiary to, or shall use reasonable commercial efforts to cause Angel to, continue to be bound by such Assumed Transferred Contracts and other obligations and, (ii) unless not permitted by the terms thereof or applicable Law, Verigy Purchaser shall, as agent or subcontractor for Agilent the Other Seller or such SubsidiarySeller or Seller Parent or their Subsidiaries, as applicable, pay, perform and discharge fully, or cause to be paid, transferred or discharged all the obligations or other Liabilities of Agilent or such Subsidiary Party thereunder from and after the Separation Closing Date (except to the extent expressly otherwise provided herein or in the other Transaction Documents). Agilent Such Party shall, without further consideration, pay and remit, or cause to be paid or remitted, to Verigy Purchaser promptly all money, rights and other consideration received by it in respect of such performance. 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, Agilent Seller Parent, Seller or any Other Seller, as applicable, shall, or shall cause such Subsidiary to, its Subsidiaries to thereafter assign, or cause to be assigned, all its rights, obligations and other liabilities thereunder to Verigy or its Subsidiaries Purchaser without receipt of further consideration and Verigy or its Subsidiaries Purchaser shall, without the payment of any further consideration, assume such rights and obligations. Notwithstanding the foregoing, the provisions of this Section 2.5 shall not apply to Consents or releases with respect to the Assigned Real Property or Subleased Real Property, such Consents and releases to be obtained pursuant to the provisions of Section 2.6. (c) To the extent reasonably required in order to perfect Purchaser’s or its Affiliates’ chain of title to the Transferred Business Intellectual Property as recorded at the United States Patent and Trademark Office (USPTO), or a corresponding office in a foreign country, upon Purchaser’s reasonable request Seller Parent or Seller shall, and shall cause its applicable Affiliates to, use commercially reasonable efforts (but not including payment or the transfer of other consideration to any third party) to provide, obtain, or cause to be obtained, documents sufficient to evidence the chain of title conferring ownership of such Transferred Business Intellectual Property in Purchaser in a form suitable for recordation with the USPTO, or a corresponding office in a foreign country, and to provide said documents to the Purchaser for filing and recordation by it, or, in the sole discretion of the Seller, to record, or to cause to be recorded, said documents.

Novation and Assignment. (a) Each Party shallIn connection with obtaining any Consents required under the Assumed Material Contracts, Seller may request such third party to agree in writing to the novation of, and shall cause their respective Subsidiaries release of Seller under, such Contract. Seller will not require that the other party to use commercially reasonable efforts to obtain or to cause to be obtained any Consentsuch Contract grant such release, substitutionenter into such novation, or amendment required make any other concession benefiting Seller in connection with seeking Consents pursuant to novate (including with respect to any federal governmental contract) or assign all rights and obligations under Assumed Contracts and other obligations or liabilities of any nature whatsoever that constitute the Assumed Liabilities or to obtain in writing the unconditional release of all parties to such arrangements, so that, in any case, Verigy will be solely responsible for such rights and Assumed Liabilities from and after the Separation Date, provided, however, that neither Party nor any of its Subsidiaries shall be obligated to pay any consideration therefor to any third party from whom such Consents, substitutions and amendments are requestedthis Agreement. (b) If either Party or any of its Subsidiaries Seller is unable to obtain, or to cause to be obtained, any such required Consent, release, substitution or amendmentamendment under the Assumed Material Contracts, (i) Agilent shall, Seller or the applicable Subsidiary shall cause its Subsidiary to, continue to be bound by such Assumed Material Contracts and other obligations and, (ii) unless not permitted by applicable Law or the terms thereof (except to the extent expressly set forth in this Agreement or applicable Lawany other Transaction Document), Verigy Purchaser shall, as agent or subcontractor for Agilent Seller or such Subsidiary, 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 Agilent Seller or such Subsidiary Subsidiary, as the case may be, thereunder from and after the Separation Date (except to the extent expressly otherwise Closing Date; provided herein or in the other Transaction Documents)that Purchaser receives all material benefits and rights thereunder. Agilent Seller shall, without further consideration, pay and remit, or cause to be paid or remitted, to Verigy Purchaser or its Designee promptly all money, rights and other consideration received by it in respect of such performance. If and when any such consent, approvalConsent, release, substitution or amendment shall be obtained or such agreement, lease, license Assumed Material Contract or other rights or obligations shall otherwise become assignable or able to be novated, Agilent shall, Seller or shall cause such Subsidiary to, shall thereafter assign, or cause to be assigned, all its rights, obligations and other liabilities Liabilities thereunder to Verigy Purchaser or its Subsidiaries Designee without receipt of further consideration and Verigy Purchaser or its Subsidiaries Designee shall, without the payment of any further consideration, assume such rights and obligations. Notwithstanding the foregoing, the provisions of this Section 2.5 shall not apply to Consents or releases with respect to the Assigned Real Property or Subleased Real Property, such Consents extent and releases to be obtained pursuant to as though it had been assigned hereunder on the provisions of Section 2.6Closing Date.

Novation and Assignment. (a) Each Party of the Company and Purchaser shall, and shall cause their respective Subsidiaries to to, use commercially reasonable efforts to obtain or to cause to be obtained any Consentconsent, substitution, substitution or amendment required to novate (including with respect to any federal governmental contract) or assign all rights and obligations under Assumed Contracts and other obligations or liabilities of any nature whatsoever that constitute the Assumed Liabilities or to obtain in writing the unconditional release of all parties to such arrangements, so that, in any case, Verigy Purchaser will be solely responsible for such rights and Assumed Liabilities from and after the Separation Asset Closing Date, provided, however, that neither no Party nor any of its Subsidiaries shall be obligated to pay any consideration therefor to any third party from whom such Consentsconsents, substitutions and amendments are requested. (b) If either Party the Company or any of its Subsidiaries is unable to obtain, or to cause to be obtained, any such required Consentconsent, release, substitution or amendment, (i) Agilent the Company shall, or shall cause its Subsidiary Subsidiaries to, continue to be bound by such Assumed Contracts and other obligations and, (ii) unless not permitted by the terms thereof or applicable Law, Verigy Purchaser shall, as agent or subcontractor for Agilent the Company or such Subsidiary, pay, perform and discharge fully, or cause to be paid, transferred or discharged discharged, all the obligations or other Liabilities of Agilent the Company or such Subsidiary thereunder from and after the Separation Asset Closing Date (except to the extent expressly otherwise provided herein or in the other Transaction Documentsherein). Agilent The Company shall, without further consideration, pay and remit, or cause to be paid or remitted, to Verigy Purchaser promptly all money, rights and other consideration received by it or its Subsidiaries in respect of such performance. 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, Agilent the Company shall, or shall cause such Subsidiary to, thereafter assign, or cause to be assigned, all its rights, obligations and other liabilities thereunder to Verigy or its Subsidiaries Purchaser without receipt of further consideration and Verigy or its Subsidiaries Purchaser shall, without the payment of any further consideration, assume such rights and obligations. Notwithstanding . (c) To the foregoingextent reasonably required in order to perfect the Company’s or any of its Subsidiary’s chain of title to the Registered Transferred Business Intellectual Property as recorded at the United States Patent and Trademark Office (the “USPTO”), the provisions United States Copyright Office, any domain name registrar, or a corresponding office of this Section 2.5 the foregoing in a foreign country, upon Purchaser’s reasonable request the Seller Parties shall, and shall cause their applicable Affiliates to, use commercially reasonable efforts (but not apply including payment or the transfer of other consideration to Consents any third party) to provide, obtain, or releases cause to be obtained, documents sufficient to evidence and record the chain of title conferring ownership of such Registered Transferred Business Intellectual Property in the Purchaser or an entity designated by Purchaser in a form suitable for recordation with respect the USPTO, the United States Copyright Office, any domain name registrar, or a corresponding office in a foreign country, and to provide said documents to the Assigned Real Property Purchaser for filing and recordation by it, or, in the sole discretion of the Company, to record, or Subleased Real Property, such Consents and releases to cause to be obtained pursuant to the provisions of Section 2.6recorded, said documents.

Novation and Assignment. (a) Each Party shall, and shall cause their respective Subsidiaries to, and Seller Parent shall use commercially reasonable efforts to cause Angel to, use commercially reasonable efforts to obtain or to cause to be obtained any Consent, substitution, or amendment required to novate (including with respect to any federal governmental contract) or assign all rights and obligations under Assumed Transferred Contracts and other obligations or liabilities of any nature whatsoever that constitute the Assumed Liabilities or to obtain in writing the unconditional release of all parties to such arrangements, so that, in any case, Verigy Purchaser will be solely responsible for such rights and Assumed Liabilities from and after the Separation Closing Date, provided, however, that neither Party nor any of its Subsidiaries shall be obligated to pay any consideration therefor to any third party from whom such Consents, substitutions and amendments are requested. (b) If either Party or any of its Subsidiaries is unable to obtain, or to cause to be obtained, any such required Consent, release, substitution or amendment, (i) Agilent Seller Parent, Seller or any Other Seller, as applicable, shall, or shall cause its Subsidiary to, or shall use reasonable commercial efforts to cause Angel to, continue to be bound by such Assumed Transferred Contracts and other obligations and, (ii) unless not permitted by the terms thereof or applicable Law, Verigy Purchaser shall, as agent or subcontractor for Agilent the Other Seller or such SubsidiarySeller or Seller Parent or their Subsidiaries, as applicable, pay, perform and discharge fully, or cause to be paid, transferred or discharged all the obligations or other Liabilities of Agilent or such Subsidiary Party thereunder from and after the Separation Closing Date (except to the extent expressly otherwise provided herein or in the other Transaction Documents). Agilent Such Party shall, without further consideration, pay and remit, or cause to be paid or remitted, to Verigy Purchaser promptly all money, rights and other consideration received by it in respect of such performance. 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, Agilent Seller Parent, Seller or any Other Seller, as applicable, shall, or shall cause such Subsidiary to, its Subsidiaries to thereafter assign, or cause to be assigned, all its rights, obligations and other liabilities thereunder to Verigy or its Subsidiaries Purchaser without receipt of further consideration and Verigy or its Subsidiaries Purchaser shall, without the payment of any further consideration, assume such rights and obligations. Notwithstanding the foregoing, the provisions of this Section 2.5 shall not apply to Consents or releases with respect to the Assigned Real Property or and the Subleased Real Property, such Consents and releases to be obtained pursuant to the provisions of Section 2.6. (c) To the extent reasonably required in order to perfect Purchaser’s or its Affiliates’ chain of title to the Transferred Business Intellectual Property as recorded at the United States Patent and Trademark Office (USPTO), or a corresponding office in a foreign country, upon Purchaser’s reasonable request Seller Parent or Seller shall, and shall cause its applicable Affiliates to, use commercially reasonable efforts (but not including payment or the transfer of other consideration to any third party) to provide, obtain, or cause to be obtained, documents sufficient to evidence the chain of title conferring ownership of such Transferred Business Intellectual Property in Purchaser in a form suitable for recordation with the USPTO, or a corresponding office in a foreign country, and to provide said documents to the Purchaser for filing and recordation by it, or, in the sole discretion of the Seller, to record, or to cause to be recorded, said documents.

Novation and Assignment. (a) Each Party shall, and shall cause their respective Subsidiaries to use commercially reasonable efforts to obtain or to cause to be obtained any Consent, substitution, or amendment required to novate (including with respect to any federal governmental contract) or assign all rights and obligations under Assumed Contracts and other obligations or liabilities of any nature whatsoever Liabilities that constitute the Assumed Liabilities or to obtain in writing the unconditional release of all parties to such arrangements, so that, in any case, Verigy Purchaser will be solely responsible for such rights and Assumed Liabilities from and after the Separation Closing Date, ; provided, however, that neither Party nor any of its Subsidiaries shall be obligated to pay any consideration therefor to any third party Person from whom such Consents, substitutions and amendments are requested. (b) If either Party or any of its Subsidiaries is unable to obtain, or to cause to be obtained, any such required Consent, release, substitution or amendment, (i) Agilent Seller shall, or shall cause its Subsidiary to, continue to be bound by such Assumed Contracts and other obligations and, and (ii) unless not permitted by the terms thereof or applicable Law, Verigy Purchaser shall, as agent or subcontractor for Agilent Seller or such Subsidiary, pay, perform and discharge fully, or cause to be paid, transferred or discharged all the obligations or other Liabilities of Agilent Seller or such Subsidiary thereunder from and after the Separation Closing Date (except to the extent expressly otherwise provided herein or in the other Transaction Documents). Agilent Seller shall, without further consideration, pay and remit, or cause to be paid or remitted, to Verigy Purchaser promptly all money, rights and other consideration received by it in respect of such performance. 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, Agilent Seller shall, or shall cause such Subsidiary to, thereafter assign, or cause to be assigned, all its rights, obligations and other liabilities Liabilities thereunder to Verigy or its Subsidiaries Purchaser without receipt of further consideration and Verigy or its Subsidiaries Purchaser shall, without the payment of any further consideration, assume such rights and obligations. Notwithstanding the foregoing, the provisions of this Section 2.5 shall not apply to Consents or releases with respect to the Assigned Real Property or Subleased Real Property, such Consents and releases to be obtained pursuant to the provisions of Section 2.6.

Novation and Assignment. (a) Each Party shall, and shall cause their respective Subsidiaries to use commercially reasonable efforts to obtain or to cause to be obtained any Consent, substitution, or amendment required to novate (including with respect to any federal governmental contract) or assign all rights and obligations under Assumed Contracts and other obligations or liabilities of any nature whatsoever Liabilities that constitute the Assumed Liabilities or to obtain in writing the unconditional release of all parties to such arrangements, so that, in any case, Verigy Purchaser will be solely responsible for such rights and Assumed Liabilities from and after the Separation Closing Date, ; provided, however, that neither Party nor any of its Subsidiaries shall be obligated to pay any consideration therefor to any third party Person from whom such Consents, substitutions and amendments are requested. (b) If either Party or any of its Subsidiaries is unable to obtain, or to cause to be obtained, any such required Consent, release, substitution or amendment, (i) Agilent Seller shall, or shall cause its Subsidiary to, continue to be bound by such Assumed Contracts and other obligations and, and (ii) unless not permitted by the terms thereof or applicable Law, Verigy Purchaser shall, as agent or subcontractor for Agilent Seller or EXECUTION VERSION such Subsidiary, pay, perform and discharge fully, or cause to be paid, transferred or discharged all the obligations or other Liabilities of Agilent Seller or such Subsidiary thereunder from and after the Separation Closing Date (except to the extent expressly otherwise provided herein or in the other Transaction Documents). Agilent Seller shall, without further consideration, pay and remit, or cause to be paid or remitted, to Verigy Purchaser promptly all money, rights and other consideration received by it in respect of such performance. 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, Agilent Seller shall, or shall cause such Subsidiary to, thereafter assign, or cause to be assigned, all its rights, obligations and other liabilities Liabilities thereunder to Verigy or its Subsidiaries Purchaser without receipt of further consideration and Verigy or its Subsidiaries Purchaser shall, without the payment of any further consideration, assume such rights and obligations. Notwithstanding the foregoing, the provisions of this Section 2.5 shall not apply to Consents or releases with respect to the Assigned Real Property or Subleased Real Property, such Consents and releases to be obtained pursuant to the provisions of Section 2.6.

Novation and Assignment. (a) Each Party shall, and shall cause their respective Subsidiaries to use commercially reasonable efforts to obtain or to cause to be obtained any Consent, substitution, or amendment required to novate (including with respect to any federal governmental contract) or assign all rights and obligations under Assumed Contracts Contracts) and other obligations or liabilities of any nature whatsoever Liabilities that constitute the Assumed Liabilities or to obtain in writing the unconditional release of all parties to such arrangements, so that, in any case, Verigy Purchaser will be solely responsible for such rights and Assumed Liabilities from and after the Separation Closing Date, ; provided, however, that neither Party nor any of its Subsidiaries shall be obligated to pay any consideration therefor to any third party Person from whom such Consents, substitutions and amendments are requested. (b) If either Party or any of its Subsidiaries is unable to obtain, or to cause to be obtained, any such required Consent, release, substitution or amendment, (i) Agilent Seller shall, or shall cause its Subsidiary to, continue to be bound by such Assumed Contracts and other obligations and, (ii) unless not permitted by the terms thereof or applicable Law, Verigy Purchaser shall, as agent or subcontractor for Agilent Seller or such Subsidiary, pay, perform and discharge fully, or cause to be paid, transferred or discharged all the obligations or other Liabilities of Agilent Seller or such Subsidiary thereunder from and after the Separation Closing Date (except to the extent expressly otherwise provided herein or in the other Transaction Documents). Agilent Seller shall, without further consideration, pay and remit, or cause to be paid or remitted, to Verigy Purchaser promptly all money, rights and other consideration received by it in respect of such performance. 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, Agilent Seller shall, or shall cause such Subsidiary to, thereafter assign, or cause to be assigned, all its rights, obligations and other liabilities Liabilities thereunder to Verigy or its Subsidiaries Purchaser without receipt of further consideration and Verigy or its Subsidiaries Purchaser shall, without the payment of any further consideration, assume such rights and obligations. Notwithstanding the foregoing, the provisions of this Section 2.5 shall not apply to Consents or releases with respect to the Assigned Real Property or Subleased Real Property, such Consents and releases to be obtained pursuant to the provisions of Section 2.6.

Novation and Assignment. (a) Each Party party hereto, at the request of the other, shall, and shall cause their its respective Subsidiaries to to, use commercially reasonable efforts to obtain obtain, or to cause to be obtained obtained, any Consentconsent, substitution, approval or amendment required to novate (including with respect to any federal governmental contract) or assign all rights and obligations under Assumed Contracts agreements, leases, licenses and other obligations or liabilities of any nature whatsoever that constitute the Purchased Assets and the Assumed Liabilities or to obtain in writing the unconditional release of all parties to such arrangements, so that, in any case, Verigy Purchaser and its Subsidiaries will be solely responsible for such rights assets and Assumed Liabilities from and after the Separation Dateliabilities, provided, however, that neither Party party nor any of its respective Subsidiaries shall be obligated to pay any consideration therefor to any third party from whom such Consentsconsents, approvals, substitutions and amendments are requested. (b) If either Party party or any of its respective Subsidiaries is unable to obtain, or to cause to be obtained, any such required Consentconsent, approval, release, substitution or amendment, (i) Agilent shall, Seller or the applicable Other Seller shall cause its Subsidiary to, continue to be bound by such Assumed Contracts agreements, leases, licenses and other obligations and, (ii) unless not permitted by applicable Law or the terms thereof (except to the extent expressly set forth in this Agreement or applicable Lawany other Transaction Document), Verigy Purchaser shall, as agent or subcontractor for Agilent Seller or such SubsidiaryOther Seller, 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 Agilent Seller or such Subsidiary Other Seller, as the case may be, thereunder from and after the Separation Date (except to the extent expressly otherwise provided herein or in the other Transaction Documents)Closing Date. Agilent Seller shall, without further consideration, pay and remit, or cause to be paid or remitted, to Verigy Purchaser or its appropriate Designee promptly all money, rights and other consideration received by it in respect of such performanceperformance (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, Agilent shall, or Seller shall cause such Subsidiary to, thereafter assign, or cause to be assigned, all its rights, obligations and other liabilities thereunder to Verigy Purchaser or its Subsidiaries Designee without receipt payment of further consideration and Verigy Purchaser or its Subsidiaries Designee shall, without the payment of any further consideration, assume such rights and obligations. Notwithstanding the foregoing, the provisions of this Section 2.5 shall not apply to Consents or releases with respect to the Assigned Real Property or Subleased Real Property, such Consents and releases to be obtained pursuant to the provisions of Section 2.6.

Novation and Assignment. (a) Each Party party shall, and shall cause their respective Subsidiaries to Affiliates to, use commercially reasonable efforts to obtain or to cause to be obtained any Consentconsent, substitution, substitution or amendment required to novate or (including with respect if the counterparty will not agree to any federal governmental contracta novation) or assign all rights and obligations Liabilities under Assumed Business Contracts and other obligations or liabilities of any nature whatsoever that constitute the Assumed Liabilities or to obtain in writing the unconditional release of all parties to such arrangements, so that, in any case, Verigy Purchaser will be solely responsible for such rights and Assumed Liabilities from and after the Separation Closing Date, provided, however, that neither Party party nor any of its respective Subsidiaries shall be obligated to pay any material consideration therefor to any third party from whom any such Consentsconsent, substitutions and amendments are substitution, amendment or release is requested. (b) If either Party party or any of its Subsidiaries is unable to obtain, or to cause to be obtained, any required consent, approval, substitution, amendment or release to a particular Business Contract or Assumed Liability, then, until the expiration of such required Consent, release, substitution Business Contract or amendmentAssumed Liability, (i) Agilent shallSeller or its applicable Subsidiary, as the case may be, shall maintain and not terminate or shall cause its Subsidiary toamend without Purchaser’s prior consent such Business Contract or Assumed Liability, continue to be bound by such Assumed Contracts and other obligations as the case may be, and, (ii) unless not permitted by the terms thereof or applicable Law, Verigy Purchaser shall, as agent or subcontractor for Agilent Seller or such its Subsidiary, as applicable, pay, perform and discharge fullydischarge, or cause to be paid, transferred performed or discharged all the obligations or other Liabilities of Agilent Seller or such Subsidiary thereunder from and after the Separation Closing Date subject to the terms thereof (except to the extent expressly otherwise provided herein or in the other Transaction Transactions Documents). Agilent Seller shall, without further considerationconsideration (other than reimbursement for reasonable documented costs of performing or maintaining such Business Contract, if any), pay and remit, or cause to be paid or remitted, to Verigy Purchaser promptly all money, rights and other consideration received by it Seller or any of its Subsidiaries in respect of such performance, net of reasonable documented costs of performing or maintaining such Business Contract, if any. If and when any such consent, approval, releasesubstitution, substitution amendment or amendment release shall be obtained or such agreement, lease, license Business Contract or other rights or obligations Assumed Liability shall otherwise become assignable or able to be novated, Agilent Seller, shall, or shall cause such its applicable Subsidiary to, thereafter assign, promptly assign all of Seller’s or cause to be assigned, all its rights, obligations applicable Subsidiary’s rights and other liabilities Assumed Liabilities thereunder to Verigy or its Subsidiaries Purchaser without receipt of further consideration consideration, and Verigy or its Subsidiaries Purchaser shall, without the payment of any further consideration, assume such rights and obligations. Notwithstanding the foregoing, the provisions of this Section 2.5 shall not apply to Consents or releases with respect to the Assigned Real Property or Subleased Real Property, such Consents and releases to be obtained pursuant to the provisions of Section 2.6Assumed Liabilities.

Novation and Assignment. (a) Each Party shall, and shall cause their respective Subsidiaries to use commercially reasonable efforts to obtain or to cause to be obtained any Consent, substitution, or amendment required to novate (including with respect to any federal governmental contract) or assign all rights and obligations under Assumed Contracts Contracts) and other obligations or liabilities of any nature whatsoever that constitute the Assumed Liabilities or to obtain in writing the unconditional release of all parties to such arrangements, so that, in any case, Verigy Purchaser will be solely responsible for such rights and Assumed Liabilities from and after the Separation Closing Date, provided, however, that neither Party nor any of its Subsidiaries shall be obligated to pay any consideration therefor to any third party from whom such Consents, substitutions and amendments are requested. (b) If either Party or any of its Subsidiaries is unable to obtain, or to cause to be obtained, any such required Consent, release, substitution or amendment, (i) Agilent Seller shall, or shall cause its Subsidiary to, continue to be bound by such Assumed Contracts and other obligations and, (ii) unless not permitted by the terms thereof or applicable Law, Verigy Purchaser shall, as agent or subcontractor for Agilent Seller or such Subsidiary, pay, perform and discharge fully, or cause to be paid, transferred or discharged all the obligations or other Liabilities of Agilent Seller or such Subsidiary thereunder from and after the Separation Closing Date (except to the extent expressly otherwise provided herein or in the other Transaction Documents). Agilent Seller shall, without further consideration, pay and remit, or cause to be paid or remitted, to Verigy Purchaser promptly all money, rights and other consideration received by it in respect of such performance. 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, Agilent Seller shall, or shall cause such Subsidiary to, thereafter assign, or cause to be assigned, all its rights, obligations and other liabilities thereunder to Verigy or its Subsidiaries Purchaser without receipt of further consideration and Verigy or its Subsidiaries Purchaser shall, without the payment of any further consideration, assume such rights and obligations. Notwithstanding the foregoing, the provisions of this Section 2.5 shall not apply to Consents or releases with respect to the Assigned Real Property or Subleased Real Property, such Consents and releases to be obtained pursuant to the provisions of Section 2.6. (c) To the extent reasonably required in order to perfect Seller’s or an Other Seller’s chain of title to the Transferred Business Intellectual Property as recorded at the United States Patent and Trademark Office (USPTO), or a corresponding office in a foreign country, upon Purchaser’s reasonable request Seller shall, and shall cause its applicable Subsidiaries to, use commercially reasonable efforts (but not including payment or the transfer of other consideration to any third party) to provide, obtain, or cause to be obtained, documents sufficient to evidence the chain of title conferring ownership of such Transferred Business Intellectual Property in Seller or an Other Seller in a form suitable for recordation with the USPTO, or a corresponding office in a foreign country, and to provide said documents to the Purchaser for filing and recordation by it, or, in the sole discretion of Seller or any Other Seller, to record, or to cause to be recorded, said documents.