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.

Appears in 4 contracts

Samples: General Assignment and Assumption Agreement, General Assignment and Assumption Agreement (Verigy Pte. Ltd.), General Assignment and Assumption Agreement (Agilent Technologies Inc)

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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.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Agilent Technologies Inc), Intellectual Property Matters Agreement (JDS Uniphase Corp /Ca/)

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.

Appears in 1 contract

Samples: Asset Purchase Agreement (Agilent Technologies Inc)

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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.

Appears in 1 contract

Samples: Asset Purchase Agreement (Ixia)

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