Novation of Government Contracts. As soon as reasonably practicable following the Closing, Buyers shall prepare (with Sellers’ assistance), in accordance with Federal Acquisition Regulations Part 42, Section 42.12 and any applicable agency regulations or policies, a written request consistent with the requirements of the Federal Acquisition Regulations Part 42, as reasonably interpreted by the Responsible Contracting Officer (as such term is defined in Federal Acquisition Regulations Part 42, Section 42.1202(a)), which shall be submitted by Sellers to each Responsible Contracting Officer, for the U.S. Government to (i) recognize Buyers as Sellers’ successor in interest to all the prime Government Contracts (as applicable), and (ii) to enter into a novation agreement substantially in the form of Exhibit 5.11 (the “Novation Agreement”), pursuant to which, subject to the requirements of the Federal Acquisition Regulations Part 42, all of Sellers’ rights, titles and interests in and to, and all of Sellers’ obligations and liabilities under, each such Government Contract shall be validly conveyed, transferred and assigned and novated to Buyers (as applicable) by all parties thereto. Buyers shall provide to Sellers promptly any information regarding Buyers required in connection with such request. Sellers and Buyers shall each use commercially reasonable efforts to obtain all consents, approvals and waivers required for the purpose of processing, entering into and completing the Novation Agreement, including (i) responding to any requests for information by the U.S. Government with regard to such Novation Agreement and (ii) having such party’s legal counsel provide any required legal opinion in connection with the Novation Agreement; provided, however, that neither the Sellers nor the Buyers shall be required to commence any litigation or offer or grant any accommodation (financial or otherwise) to any third party.
Novation of Government Contracts. As soon as reasonably practicable following the Closing, AlliedSignal shall, in accordance with Federal Acquisition Regulations Part 42, Section 42.12, submit in writing to each responsible Contracting Officer (as such term is defined in Federal Acquisition Regulations Part 42, Section 42.102(a)), a request for the U.S. Government to (i) recognize Purchaser in accordance with this Agreement and (ii) enter into a novation agreement (the "Novation Agreement") substantially in the form contemplated by such regulations. AlliedSignal shall thereby reasonably assist Purchaser in obtaining all consents, approvals and waivers required for the purpose of processing, entering into and completing the Novation Agreement with regard to any of the Government Contracts, including responding to any reasonable requests for information by the U.S. Government with regard to such Novation Agreement.
Novation of Government Contracts. As soon as is reasonably practicable following the Closing, Lockheed Xxxxxx shall, in accordance with Federal Acquisition Regulations Part 42, Section 42.12, submit in writing to each Responsible Contracting Officer (as such term is defined in Federal Acquisition Regulations Part 42, Section 42.102(a)), a request for the U.S. Government to (i) recognize Newco as the successor in interest to all of the Government Contracts being sold, assigned, transferred and conveyed to Newco in accordance with this Agreement and (ii) enter into a novation agreement (the "Novation Agreement") substantially in the form contemplated by such regulations. Lockheed Xxxxxx shall use commercially reasonable efforts to obtain all consents, approvals and waivers required for the purpose of processing, entering into and completing the Novation Agreement with regard to any of the Government Contracts, including responding to any reasonable requests for information by the U.S. Government with regard to such Novation Agreement.
Novation of Government Contracts. Immediately following the Closing, the Company shall, in accordance with, and to the extent required by the Federal Acquisition Regulation Part 42, Subpart 42.12, submit in writing to its Defense Contract Executive and each responsible contracting officer a request for the U.S. Government to recognize the Company as the successor in interest to all of the Government Contracts being sold, assigned, transferred and conveyed to the Company in accordance with the Transaction Documents. Each of the Members shall (i) provide the Company, its Defense Contract Executive and each responsible contracting officer all information necessary to obtain, to the extent required by the Federal Acquisition Regulation Part 42, Subpart 42.12, the consent of the U.S. Government to recognize the Company as the successor in interest to all of its Government Contracts being sold, assigned, transferred and conveyed to the Company in accordance with this Agreement and (ii) enter into novation agreements (the “Novation Agreements”) substantially in the form contemplated by such regulations. Each of the Members and the Company shall use reasonable commercial efforts to obtain all consents, approvals and waivers required for the purpose of processing, entering into and completing the Novation Agreements with regard to the Government Contracts, including responding to any reasonable requests for information by the U.S. Government with regard to such Novation Agreements. In the event of any delay in entering into such Novation Agreements or any inability to enter into such Novation Agreements, the Parties will treat the applicable Government Contracts in accordance with Section 3.05.
Novation of Government Contracts. Notwithstanding Section 6.2 above:
Novation of Government Contracts. (a) Promptly following the Distribution Effective Time, Spinco (or another Spinco Company designated by Spinco) shall, in accordance with, and to the extent required by the Federal Acquisition Regulation Part 42, Subpart 42.12, submit in writing to its Defense Contract Executive and each responsible contracting officer a request that the U.S. Government recognize Spinco (or the applicable Spinco Company) as the successor in interest to all of the Government Contracts constituting Transferred Assets being assigned, transferred and conveyed to Spinco (or the applicable Spinco Company) in accordance with the Transaction Documents. Parent shall promptly provide Spinco, its Defense Contract Executive and each responsible contracting officer all information and documentation necessary to obtain, to the extent required by the Federal Acquisition Regulation Part 42, Subpart 42.12, the consent of the U.S. Government to recognize Spinco as the successor in interest to the Government Contracts being sold, assigned, transferred and conveyed to Spinco in accordance with the Transaction Documents. Each of Spinco and Parent shall enter into novation agreements (the “Spinco Novation Agreements”) with respect to such Government Contracts substantially in the form contemplated by such regulations. Each of Spinco and Parent shall use reasonable best efforts, and shall cooperate with the other, to obtain all consents, approvals and waivers required for the purpose of processing, entering into and completing the Spinco Novation Agreements with regard to such Government Contracts, including responding promptly to any requests for relevant information by the U.S. Government with regard to such Spinco Novation Agreements, provided that such information is reasonably available to Parent. On the Distribution Date, Spinco (or applicable Spinco Companies) and Parent (or applicable Parent Companies) shall enter into the Subcontract Pending Novation—Parent to Spinco, pursuant to which Spinco Companies shall assume and perform all obligations under such Government Contracts pending entry into such Spinco Novation Agreements. The Parties acknowledge and agree that, in respect of Government Contracts, the Subcontract Pending Novation—Parent to Spinco constitutes the mutually agreeable arrangement contemplated by Section 2.03(a).
Novation of Government Contracts. After the Closing, the parties shall use commercially reasonable efforts to facilitate a novation of all Non-Assignable Contracts, or services related parts thereof for the FSB, with federal government entities contemporaneously with the Closing, or as soon thereafter as practicable, and shall cooperate to consummate a novation or similar agreement.
Novation of Government Contracts. (a) (i) Notwithstanding anything to the contrary in this Agreement, and subject to the terms of this Section 1.6, this Agreement shall not constitute an agreement to assign any (A) Government Contract, (B) any bid or offer made by an Asset Seller in respect of, or in connection with, entering into any Government Contract, which bid or offer is outstanding or pending approval on the Closing Date (a "Government Bid") or (C) any contract resulting from a Government Bid, or any rights thereunder, to the extent prohibited by the Anti-Assignment Laws. Prior to the Closing, the Seller shall prepare and complete (with the Buyer's assistance) a written request (including, among other things, a novation agreement in form and substance reasonably satisfactory to each of the Buyer and the Seller (the "Novation Agreement")) for the novation of each such Government Contract, Government Bid and contract resulting from a Government Bid meeting the requirements of FAR Part 42 (the "Novation"). Such request shall be submitted by the Asset Sellers, immediately after the Closing, to the cognizant authority representing the United States Government.
Novation of Government Contracts. (a) Anything in this Agreement to the contrary notwithstanding, to the extent that any Assumed Seller Contract is not capable of being assigned or transferred without the consent or waiver of the other party thereto or any Third Party, or if such assignment or transfer, or attempted assignment or transfer, would constitute a breach thereof or provide the other party thereto with a right of termination (a “Non-Assignable Contract”), this Agreement shall not constitute an agreement to assign or transfer such Non-Assignable Contract at the Closing and the Non-Assignable Contract shall be withheld from transfer at the Closing. However, if such consent (which may be obtained by way of any release, substitution or amendment necessary to novate all liabilities and obligations under any such Non-Assignable Contract so that, in any case, Buyer shall be solely responsible for such liabilities and obligations thereafter) is obtained following the Closing, the applicable Non-Assignable Contract shall be deemed automatically assigned and transferred to Buyer without further action by the parties. From and after the Closing, Seller Parties and Buyer will cooperate, in all reasonable respects, to obtain any required consent to permit the transfer of each Non-Assignable Contract to Buyer as soon as practicable after the Closing without payment of further consideration therefor; provided that the Seller Parties shall not be required to make any payments or agree to any material undertakings in connection therewith. Seller Parties shall make their personnel and counsel reasonably available (at Buyer’s expense to the extent external counsel is engaged) to negotiate and document such consent. Until such consent is obtained, Seller Parties and Buyer will cooperate, in all reasonable respects, to provide to Buyer the benefits under each Non-Assignable Contract (with Buyer entitled to all the gains and responsible for all the losses, taxes, liabilities and/or obligations thereunder, but only to the extent such losses, taxes, liabilities and/or obligations are not attributable to the Seller Parties and their respective Affiliates) and to grant to Buyer the right to service any Non-Assignable Contract in the place and stead of the Seller Parties.
Novation of Government Contracts. (a) As soon as practicable following the Closing, the Buyer shall prepare (with the Seller's assistance), in accordance with Federal Acquisition Regulations Part 42, (P) 42.12 and any applicable agency regulations or policies, a written request meeting the requirements of the Federal Acquisition Regulations Part 42, as reasonably interpreted by the Responsible Contracting Officer (as such term is defined in Federal Acquisition Regulations Part 42, (P) 42.1202(a)), which shall be submitted by Seller to each Responsible Contracting Officer, for the United States Government (i) to recognize the Buyer as the Seller's successor in interest to all the Acquired Assets constituting a Government Contract; and (ii) to enter into a novation
