Common use of Novation of Government Contracts Clause in Contracts

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. (a) As soon as reasonably practicable following the Closing, Buyers the Buyer shall prepare (with the Sellers’ ' assistance), in accordance with Federal Acquisition Regulations Part 42, Section (P) 42.12 and any applicable agency regulations or policies, a written request consistent with 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, Section (P) 42.1202(a)), which shall be submitted by Sellers to each Responsible Contracting Officer, for the U.S. United States Government to (i) to recognize Buyers the Buyer as the Sellers’ ' successor in interest to all the prime Acquired Assets constituting a Government Contracts (as applicable), Contract; and (ii) to enter into a novation agreement substantially in the form of Exhibit 5.11 (the “a "Novation Agreement”)") in form and substance reasonably satisfactory to the Buyer and the Sellers and their respective counsel, pursuant to which, subject to the requirements of the Federal Acquisition Regulations Part 42, all of Sellers’ rights' right, titles title and interests interest in and to, and all of the Sellers’ ' obligations and liabilities under, each such Government Contract shall be validly conveyed, transferred and assigned and novated to Buyers (as applicable) the Buyer by all parties thereto. Buyers The Sellers shall provide to Sellers the Buyer promptly any information regarding Buyers the Sellers required in connection with such request. The Sellers and Buyers the Buyer shall each use commercially all reasonable efforts to obtain all consents, approvals and waivers required for the purpose of processing, entering into and completing the Novation AgreementAgreements with regard to any of the Government Contracts, including (i) responding to any requests for information by the U.S. United States Government with regard to such Novation Agreement and (ii) having Agreements. Until such party’s legal counsel provide any required legal opinion in connection with time as the Novation Agreement; providedAgreements are completed, however, the Buyer and the applicable Seller will operate with respect to the applicable Government Contract pursuant to the terms of an Agency Designation in the form of Exhibit K hereto and the Buyer agrees that neither pending novation it will perform the Sellers nor terms of such Government Contracts as the Buyers shall be required to commence any litigation or offer or grant any accommodation (financial or otherwise) to any third partySellers' agent.

Novation of Government Contracts. (a) As soon as reasonably practicable -------------------------------- following the Closingdate hereof, Buyers Seller shall prepare (with Sellers’ Buyer's assistance), in accordance with Federal Acquisition Regulations Part part 42, Section (P) 42.12 and any applicable agency regulations or policies, a written request consistent with meeting the requirements of the Federal Acquisition Regulations Part part 42, as reasonably interpreted by the Responsible Contracting Officer (as such term is defined in Federal Acquisition Regulations Part 42, Section (P) 42.1202(a)), which shall be submitted by Sellers Seller to each Responsible Contracting Officer, for the U.S. United States Government to (i) to recognize Buyers Buyer as Sellers’ Seller's successor in interest to all the prime Purchased Assets constituting Government Contracts (as applicabledefined in Section 14.1), ; and (ii) to enter into a novation agreement substantially in the form of Exhibit 5.11 (the “a "Novation Agreement”)") in form and substance reasonably satisfactory to Buyer and Seller and their respective counsel, pursuant to which, subject to the requirements of the Federal Acquisition Regulations Part 42, all of Sellers’ rightsSeller's right, titles title and interests interest in and to, and all of Sellers’ Seller's obligations and liabilities under, each such Government Contract shall be validly conveyed, transferred and assigned and novated to Buyers (as applicable) Buyer by all parties theretothereto (in each case on the terms and subject to the conditions set forth therein). Buyers Seller shall provide to Sellers Buyer promptly any information regarding Buyers Seller required in connection with such request. Sellers Seller and Buyers Buyer shall each use commercially all reasonable efforts to obtain all consents, approvals and waivers required for the purpose of processing, entering into and completing the Novation AgreementAgreements with regard to any of the Government Contracts, including (i) responding to any requests for information by the U.S. United States 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 partyAgreements.

Novation of Government Contracts. (a) As soon as reasonably practicable following the Closing, Buyers Buyer shall prepare (with Sellers’ Seller's assistance), in accordance with Federal Acquisition Regulations Part part 42, Section (P) 42.12 and any applicable agency regulations or policies, a written request consistent with meeting the requirements of the Federal Acquisition Regulations Part part 42, as reasonably interpreted by the Responsible Contracting Officer (as such term is defined in Federal Acquisition Regulations Part 42, Section (P) 42.1202(a)), which shall be submitted by Sellers Seller to each Responsible Contracting Officerofficer, for the U.S. United States Government to (i) to recognize Buyers Buyer as Sellers’ Seller's successor in interest to all the prime Acquired Assets constituting Government Contracts (as applicableContracts), ; and (ii) to enter into a novation agreement substantially (a "NOVATION AGREEMENT") in the form of Exhibit 5.11 (the “Novation Agreement”)and substance reasonably satisfactory to Buyer and 38 Seller and their respective counsel, pursuant to which, subject to the requirements of the Federal Acquisition Regulations Part 42, all of Sellers’ rightsSeller's right, titles title and interests interest in and to, and all of Sellers’ Seller's obligations and liabilities under, each such Government Contract shall be validly conveyed, transferred and assigned and novated to Buyers (as applicable) Buyer by all parties thereto. Buyers Seller shall provide to Sellers Buyer promptly any information regarding Buyers Seller required in connection with such request. Sellers Seller and Buyers Buyer shall each use commercially all reasonable efforts to obtain all consents, approvals and waivers required for the purpose of processing, entering into and completing the Novation AgreementAgreements with regard to any of the Government Contracts, including (i) responding to any requests for information by the U.S. United States 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 partyAgreements.

Novation of Government Contracts. (a) As soon as reasonably practicable following the Closingpracticable, Buyers Sellers shall prepare (with Sellers’ Buyer’s assistance)) and submit to the Responsible Contracting Officer, as determined and defined pursuant to FAR 42.1202, novation documents in accordance with Subpart 42.12 of the Federal Acquisition Regulations Part 42, Section 42.12 Regulation (“FAR”) and any applicable agency regulations or policiespolicies governing the novation of Government Contracts. The novation documents shall include all required and applicable documents, including those listed at FAR 42.1204(e) and (f). The novation documents shall include a written request consistent with for the requirements novation of all applicable federal Government Contracts from Section 2.12(a) 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 Disclosure Schedule. The appropriate Seller(s) and Buyer 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 (which is required to be submitted as a part of the novation documents) that is of similar form of Exhibit 5.11 and substance to the agreement template provided at FAR 42.1204(i) (the each, a “Novation Agreement”), pursuant to which, subject . Subject to the requirements of the Federal Acquisition Regulations FAR Part 42, if the applicable Governmental Entity approves the novation, all of Sellers’ rights, titles title and interests in and to, and all of Sellers’ obligations and liabilities under, each to such Government Contract Contracts shall be validly conveyed, transferred 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 requestBuyer. Sellers and Buyers Buyer shall each use commercially reasonable efforts to obtain all consents, approvals and waivers required for the purpose of processing, entering into and completing all novation documents (including the Novation Agreement), including (i) responding to any requests for information by a Governmental Entity. To the U.S. extent that any state or local Government Contracts and/or applicable Law require a novation process and/or agreement similar to the federal requirements set forth in FAR Part 42, Sellers shall similarly comply with regard and assist in the applicable state or local novation Laws and process in a manner sufficient to effect a proper assignment and novation of the state or local Government Contracts. The representations and covenants in Sections 4.6(b) and (c) below shall apply to the state or local Government Contract novation process and requirements, if any. (b) The parties acknowledge that the novation of the Government Contracts is subject to the Responsible Contracting Officer’s approval of a novation agreement pursuant to FAR 42.1203 recognizing Buyer as the successor-in-interest to Sellers. Unless and until the Responsible Contracting Officer recognizes Buyer as the successor-in-interest to the applicable Seller under any Government Contract, then such Seller shall, through a subcontracting arrangement or otherwise, provide to Buyer all of such Seller’s rights under such Government Contract to the maximum extent permissible under Law. In connection therewith, Buyer shall perform on behalf of the applicable Seller all of such Seller’s obligations under such Government Contract, and Sellers shall remit to Buyer all payments received under such Government Contract with respect to obligations performed by Buyer. The parties shall take all necessary steps and actions to provide Buyer with the benefits of such Government Contracts, including entry into subcontracts for the performance thereof. (c) If Sellers are unable to make the equitable transfer described in the preceding paragraph, or if such attempted transfer of rights would give rise to any right of termination, or would otherwise adversely affect the rights of Sellers or Buyer under such Government Contracts, Sellers and Buyer shall continue to cooperate and use their commercially reasonable efforts to provide Buyer with all rights and obligations under such Government Contracts. To the extent that any such consents, novations and waivers are not obtained, or until the impediments to such Novation Agreement and assignment are resolved, Sellers shall use their commercially reasonable efforts to: (ii1) having provide to Buyer, at the request of Buyer, the benefits of any 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.Government 37

Novation of Government Contracts. (a) As soon as reasonably practicable following the Closing, Buyers Seller shall prepare (with Sellers’ Buyer’s assistance, which will include preparation of all information and documents required of the transferee for such requests), in accordance with Federal Acquisition Regulations Part 42FAR Subpart 42.12, Section 42.12 and any applicable agency regulations or policies, a written request consistent with meeting the requirements of the Federal Acquisition Regulations Part 42FAR Subpart 42.12, as reasonably interpreted by the Responsible Contracting Officer (as such term is defined in Federal Acquisition Regulations Part 42, Section 42.1202(a)FAR 42.1202), which shall be submitted by Sellers Seller to each the Responsible Contracting Officer, for the U.S. Government to applicable Governmental Authority (i) to recognize Buyers Buyer as Sellers’ successor in Seller’s successor-in-interest to all the prime each Government Contracts (as applicable), Contract to be novated pursuant to this Agreement and set forth on Schedule 7.8(a) and (ii) to enter into a novation agreement substantially in the form of Exhibit 5.11 (the a “Novation Agreement”), in form and substance as set forth in FAR Subpart 42.1204(i) which shall be deemed reasonably satisfactory to Buyer and Seller, pursuant to which, subject to the requirements of the Federal Acquisition Regulations Part 42FAR Subpart 42.12, all of Sellers’ rightsSeller’s right, titles title and interests interest in and to, and all of Sellers’ Seller’s obligations and liabilities under, each such Government Contract shall be validly conveyed, transferred and assigned and novated to Buyers (as applicable) Buyer by all parties thereto. Buyers shall provide to Sellers promptly any information regarding Buyers required in connection with such request. Sellers Seller and Buyers Buyer shall each use commercially all reasonable efforts to obtain all consents, approvals and waivers required for the purpose of processing, entering into and completing the Novation AgreementAgreements with regard to any such Government Contracts, including (i) responding to any requests for information by the a U.S. Government Governmental Authority 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 partyAgreements.

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.. EXECUTION VERSION

Novation of Government Contracts. As soon as reasonably practicable following (a) Following the Closing, Buyers shall prepare (with Sellers’ assistance)the Company and the Transferring Subsidiary will, in consultation with Masimo, and in accordance with Federal Acquisition Regulations Part 42with, Section 42.12 and any applicable agency regulations or policiesto the extent required by, a written request consistent with the requirements of the Federal Acquisition Regulations Part 42Regulations, as reasonably interpreted by 48 CFR §42.1204, or applicable Legal Requirements, promptly submit in writing to each of the Company’s and the Transferring Subsidiary’s Responsible Contracting Officer Officers (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 Contracts a request of a Governmental Entity, to (i) recognize Buyers Masimo Subsidiary as Sellers’ the successor in interest to all of the prime Government Contracts (as applicable)Contracts, and (ii) to if required, enter into a novation agreement substantially in the form of Exhibit 5.11 (the “Novation Agreement”)) in substantially the form contemplated by such regulations and in form and substance reasonably satisfactory to Masimo and Spire, pursuant to which, subject to the requirements of the Federal Acquisition Regulations Part 42, all of Sellers’ rightsthe Company’s or the Transferring Subsidiary’s, titles as applicable, right, title and interests interest in and to, and all of Sellers’ the Company’s or the Transferring Subsidiary’s, as applicable, obligations and liabilities under, each such Government Contract Contracts shall be validly conveyed, transferred and assigned and novated to Buyers (as applicable) Masimo Subsidiary by all parties thereto. Buyers shall provide to Sellers promptly any information regarding Buyers required in connection with such request. Sellers Masimo and Buyers shall Spire will each use commercially reasonable efforts to (1) promptly obtain all consents, approvals and waivers required for the purpose of processing, entering into and completing the Novation AgreementAgreements with regard to such Government Contracts, including (i) responding to any requests for information by the U.S. Government applicable Governmental Entity with regard to such Novation Agreement Agreement, and (ii2) having provide all reasonable information and take all other actions reasonably necessary to obtain, execute and consummate such party’s legal counsel provide any required legal opinion in connection Novation Agreement (subject to confidential treatment 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) respect to any third partyinformation provided to the extent reasonably requested by the party providing such information); provided that each of Masimo and Spire shall bear their own out-of-pocket costs associated with performing the obligations under this Section 7.7.

Novation of Government Contracts. (a) As soon as reasonably practicable following the Closing, Buyers Buyer shall prepare (with Sellers’ Seller's assistance), in accordance with Federal Acquisition Regulations Part part 42, Section (P) 42.12 and any applicable agency regulations or policies, a written request consistent with meeting the requirements of the Federal Acquisition Regulations Part part 42, as reasonably interpreted by the Responsible Contracting Officer (as such term is defined in Federal Acquisition Regulations Part 42, Section (P) 42.1202(a)), which shall be submitted by Sellers Seller to each Responsible Contracting Officerofficer, for the U.S. United States Government to (i) to recognize Buyers Buyer as Sellers’ Seller's successor in interest to all the prime Acquired Assets constituting Government Contracts (as applicableContracts), ; and (ii) to enter into a novation agreement substantially in the form of Exhibit 5.11 (the “a "Novation Agreement”)") in form and substance reasonably satisfactory to Buyer and Seller and their respective counsel, pursuant to which, subject to the requirements of the Federal Acquisition Regulations Part 42, all of Sellers’ rightsSeller's right, titles title and interests interest in and to, and all of Sellers’ Seller's obligations and liabilities under, each such Government Contract shall be validly conveyed, transferred and assigned and novated to Buyers (as applicable) Buyer by all parties thereto. Buyers Seller shall provide to Sellers Buyer promptly any information regarding Buyers Seller required in connection with such request. Sellers Seller and Buyers Buyer shall each use commercially all reasonable efforts to obtain all consents, approvals and waivers required for the purpose of processing, entering into and completing the Novation AgreementAgreements with regard to any of the Government Contracts, including (i) responding to any requests for information by the U.S. United States 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 partyAgreements.

Novation of Government Contracts. As soon as reasonably practicable following the Closing, Buyers Buyer shall prepare (with Sellers’ Seller’s 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 Seller to each Responsible Contracting Officer, for the U.S. Government to (i) recognize Buyers Buyer as Sellers’ Seller’s 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’ Seller’s rights, titles and interests in and to, and all of Sellers’ Seller’s obligations and liabilities under, each such Government Contract shall be validly conveyed, transferred and assigned and novated to Buyers Buyer (as applicable) by all parties thereto. Buyers Buyer shall provide to Sellers Seller promptly any information regarding Buyers Buyer required in connection with such request. Sellers Seller and Buyers Buyer 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 Seller nor the Buyers Buyer shall be required to commence any litigation or offer or grant any accommodation (financial or otherwise) to any third party.

Novation of Government Contracts. (a) As soon as reasonably practicable following the Closing, Buyers Seller shall prepare (with Sellers’ Buyer’s assistance, which will include preparation of all information and documents required of the transferee for such requests), in -45- accordance with Federal Acquisition Regulations Part 42FAR Subpart 42.12, Section 42.12 and any applicable agency regulations or policies, a written request consistent with meeting the requirements of the Federal Acquisition Regulations Part 42FAR Subpart 42.12, as reasonably interpreted by the Responsible Contracting Officer (as such term is defined in Federal Acquisition Regulations Part 42, Section 42.1202(a)FAR 42.1202), which shall be submitted by Sellers the Seller to each the Responsible Contracting Officer, for the U.S. Government to applicable Governmental Authority (i) to recognize Buyers Buyer as Sellers’ successor in Seller’s successor-in-interest to all the prime each Government Contracts (as applicable), Contract to be novated pursuant to this Agreement and set forth on Schedule 5.11(a) and (ii) to enter into a novation agreement substantially in the form of Exhibit 5.11 (the a “Novation Agreement”), in form and substance as set forth in FAR Subpart 42.1204(i) which shall be deemed reasonably satisfactory to Buyer and Seller, pursuant to which, subject to the requirements of the Federal Acquisition Regulations Part 42FAR Subpart 42.12, all of Sellers’ rightsSeller’s right, titles title and interests interest in and to, and all of Sellers’ Seller’s obligations and liabilities under, each such Government Contract shall be validly conveyed, transferred and assigned and novated to Buyers (as applicable) Buyer by all parties thereto. Buyers shall provide to Sellers promptly any information regarding Buyers required in connection with such request. Sellers Seller and Buyers Buyer shall each use commercially all reasonable efforts to obtain all consents, approvals and waivers required for the purpose of processing, entering into and completing the Novation AgreementAgreements with regard to any such Government Contracts, including (i) responding to any requests for information by the a U.S. Government Governmental Authority 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 partyAgreements.

Novation of Government Contracts. (a) As soon as reasonably practicable following the Closing, Buyers the applicable Seller shall prepare (with Sellers’ the Buyer's assistance, which will include preparation of all information and documents required of the transferee for such requests), in accordance with Federal Acquisition Regulations Part 42Regulations, Section 42.12 48 CFR ss.42.12, and any applicable agency regulations or policies, a written request consistent with 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, Section 42.1202(a)), which shall be submitted by Sellers such Seller to each Responsible Contracting Officer, for the applicable U.S. Government to Governmental Entity (i) to recognize Buyers the Buyer as Sellers’ successor in such Seller's successor-in-interest to all the prime each Government Contracts (as applicable), Contract and (ii) to enter into a novation agreement substantially in the form of Exhibit 5.11 (the “a "Novation Agreement”"), in form and substance reasonably satisfactory to the Buyer and such Seller, pursuant to which, subject to the requirements of the Federal Acquisition Regulations Part 42, all of Sellers’ rightssuch Seller's right, titles title and interests interest in and to, and all of Sellers’ such Seller's obligations and liabilities under, each such Government Contract shall be validly conveyed, transferred and assigned and novated to Buyers (as applicable) the Buyer by all parties thereto. Buyers shall provide to Sellers promptly any information regarding Buyers required in connection with such request. The Sellers and Buyers the Buyer shall each use commercially all reasonable efforts to obtain all consents, approvals and waivers required for the purpose of processing, entering into and completing the Novation AgreementAgreements with regard to any such Government Contracts, including (i) responding to any requests for information by the a U.S. Government Governmental Entity with regard to such Novation Agreement Agreements. The Sellers and the Buyer shall promptly provide to each other (iior to the requesting U.S. Governmental Entity) having any 113 information with respect to such party’s legal counsel provide any Party 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 partysuch request for information.

Novation of Government Contracts. (a) As soon as reasonably practicable following the Closing, Buyers the Buyer shall prepare (with Sellers’ the Seller's assistance), in accordance with Federal Acquisition Regulations Part 42, Section (P) 42.12 and any applicable agency regulations or policies, a written request consistent with 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, Section (P) 42.1202(a)), which shall be submitted by Sellers Seller to each Responsible Contracting Officer, for the U.S. United States Government to (i) to recognize Buyers the Buyer as Sellers’ the Seller's successor in interest to all the prime Acquired Assets constituting a Government Contracts (as applicable), Contract; and (ii) to enter into a novation agreement substantially in the form of Exhibit 5.11 (the “a "Novation Agreement”)") in form and substance reasonably satisfactory to the Buyer and the Seller and their respective counsel, pursuant to which, subject to the requirements of the Federal Acquisition Regulations Part 42, all of Sellers’ rightsSeller's right, titles title and interests interest in and to, and all of Sellers’ the Seller's obligations and liabilities under, each such Government Contract shall be validly conveyed, transferred and assigned and novated to Buyers (as applicable) the Buyer by all parties thereto. Buyers The Seller shall provide to Sellers the Buyer promptly any information regarding Buyers the Seller required in connection with such request. Sellers The Seller and Buyers the Buyer shall each use commercially all reasonable efforts to obtain all consents, approvals and waivers required for the purpose of processing, entering into and completing the Novation AgreementAgreements with regard to any of the Government Contracts, including (i) responding to any requests for information by the U.S. United States 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 partyAgreements.

Novation of Government Contracts. As soon as reasonably practicable following the Closing, Buyers the Buyer shall prepare (with Sellers’ the Seller's 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 EXECUTION COPY 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 the Seller to each Responsible Contracting Officer, for the U.S. United States Government to (i) recognize Buyers the Buyer as Sellers’ successor the Seller's successors in interest to all the prime Government Contracts (as applicable)that are Transferred Contracts, and (ii) to enter into a novation agreement substantially agreement, in the form of attached hereto as Exhibit 5.11 E (the “Novation Agreement”"NOVATION AGREEMENT"), pursuant to which, subject to the requirements of the Federal Acquisition Regulations Part 42, all of Sellers’ the Seller's rights, titles and interests in and to, and all of Sellers’ the Seller's obligations and liabilities under, each such Government Contract that are Transferred Contracts shall be validly conveyed, transferred and assigned and novated to Buyers (as applicable) the Buyer by all parties thereto. Buyers The Buyer shall provide to Sellers the Seller promptly any information regarding Buyers the Buyer required in connection with such request. Sellers The Seller and Buyers the Buyer 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. United States 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 Seller nor the Buyers Buyer shall be required to commence any litigation or offer or grant any accommodation (financial or otherwise) to any third third-party.

Novation of Government Contracts. (a) As soon as reasonably practicable following the Closing, Buyers the Buyer shall prepare (with Sellers’ the Seller's assistance), in accordance with Federal Acquisition Regulations Part 42, Section 42.12 and any applicable agency regulations or policies, a written request consistent with 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, Section 42.1202(a)), which shall be submitted by Sellers the Seller to each Responsible Contracting Officer, for the U.S. Government to (i) recognize Buyers the Buyer as Sellers’ successor the Seller's successors in interest to all the prime Government Contracts (as applicable), which Assumed Contracts are and (ii) to enter into a novation agreement substantially in the form of Exhibit 5.11 F (the “a "Novation Agreement”"), pursuant to which, subject to the requirements of the Federal Acquisition Regulations Part 42, all of Sellers’ the Seller's rights, titles and interests in and to, and all of Sellers’ the Seller's obligations and liabilities under, each such assumed Government Contract shall be validly conveyed, transferred and assigned and novated to Buyers (as applicable) the Buyer by all parties thereto. Buyers The Buyer shall provide to Sellers the Seller promptly any information regarding Buyers the Buyer reasonably required in connection with such request. Sellers request and Buyers the Seller shall execute and deliver a special limited power of attorney substantially in the form of Exhibit G. The Seller and the Buyer 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 reasonable 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 Seller shall not be required to commence any litigation or offer or grant any accommodation (financial or otherwise) to any third third-party.

Novation of Government Contracts. As soon as reasonably practicable following the Closing, Buyers the Buyer shall prepare (with Sellers’ the Seller’s assistance, which will include preparation of the initial drafts of the novation requests and furnishing the information required for such requests), in accordance with Federal Acquisition Regulations Part 42, Section 42.12 and any applicable agency regulations or policies, a written request consistent with 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, Section 42 (P) 42.1202(a)), which shall be submitted by Sellers the Seller to each Responsible Contracting Officer, for the U.S. Government to Officer (i) to recognize Buyers the Buyer as Sellers’ successor in the Seller’s successor-in-interest to all the prime Transferred Assets constituting a Government Contracts (as applicable), Contract; and (ii) to enter into a novation agreement substantially in the form of Exhibit 5.11 (the a “Novation Agreement”)) in form and in accordance with government requirements, pursuant to which, subject to the requirements of the Federal Acquisition Regulations Part 42, all of Sellers’ rightsSeller’s right, titles title and interests interest in and to, and all of Sellers’ Seller’s obligations and liabilities under, each such Government Contract shall be validly conveyed, transferred and assigned and novated to Buyers (as applicable) the Buyer by all parties thereto. Buyers shall provide to Sellers promptly any information regarding Buyers required in connection with such request. Sellers The Seller and Buyers the Buyer shall each use commercially all reasonable efforts to obtain all consents, approvals and waivers required for the purpose of processing, entering into and completing the Novation AgreementAgreements with regard to any of the Government Contracts, 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 partyAgreements.