Common use of Novation of Government Contracts Clause in Contracts

Novation of Government Contracts. As soon as practicable following the Closing, the Buyer shall prepare (with 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 42.12 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 the Seller to each Responsible Contracting Officer (i) to recognize the Buyer as the Seller’s successor-in-interest to all the Transferred Assets constituting a Government Contract; and (ii) to enter into a novation agreement (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 Seller’s right, title and interest in and to, and all of Seller’s obligations and liabilities under, each such Government Contract shall be validly conveyed, transferred and assigned and novated to the Buyer by all parties thereto. The Seller and the Buyer shall each use all reasonable efforts to obtain all consents, approvals and waivers required for the purpose of processing, entering into and completing the Novation Agreements with regard to any of the Government Contracts, including responding to any requests for information by the U.S. Government with regard to such Novation Agreements.

Novation of Government Contracts. (a) As soon as practicable following the Closing, the Buyer shall prepare (with the Seller’s '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 part 42, (P) 42.12 and any applicable agency regulations or policies, a written request 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 42, (P) 42.1202(a)), which shall be submitted by the Seller to each Responsible Contracting Officer officer, for the United States Government (i) to recognize the Buyer as the Seller’s successor-in-'s successor in interest to all the Transferred Acquired Assets constituting a Government ContractContracts); and (ii) to enter into a novation agreement (a “Novation Agreement”"NOVATION AGREEMENT") in form and in accordance with government requirementssubstance 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 Seller’s 's right, title and interest in and to, and all of Seller’s 's obligations and liabilities under, each such Government Contract shall be validly conveyed, transferred and assigned and novated to the Buyer by all parties thereto. The Seller shall provide to Buyer promptly any information regarding Seller required in connection with such request. Seller and the Buyer shall each use all reasonable efforts to obtain all consents, approvals and waivers required for the purpose of processing, entering into and completing the Novation Agreements with regard to any of the Government Contracts, including responding to any requests for information by the U.S. United States Government with regard to such Novation Agreements.

Novation of Government Contracts. (a) As soon as practicable -------------------------------- following the Closingdate hereof, the Buyer Seller shall prepare (with the Seller’s Buyer'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 part 42, (P) 42.12 and any applicable agency regulations or policies, a written request 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 42, (P) 42.1202(a)), which shall be submitted by the Seller to each Responsible Contracting Officer Officer, for the United States Government (i) to recognize the Buyer as the Seller’s successor-in-'s successor in interest to all the Transferred Purchased Assets constituting a Government ContractContracts (as defined in Section 14.1); and (ii) to enter into a novation agreement (a “"Novation Agreement”") in form and in accordance with government requirementssubstance 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 Seller’s 's right, title and interest in and to, and all of Seller’s 's obligations and liabilities under, each such Government Contract shall be validly conveyed, transferred and assigned and novated to the Buyer by all parties theretothereto (in each case on the terms and subject to the conditions set forth therein). The Seller shall provide to Buyer promptly any information regarding Seller required in connection with such request. Seller and the Buyer shall each use all reasonable efforts to obtain all consents, approvals and waivers required for the purpose of processing, entering into and completing the Novation Agreements with regard to any of the Government Contracts, including responding to any requests for information by the U.S. United States Government with regard to such Novation Agreements.

Novation of Government Contracts. (a) As soon as practicable following the Closing, the Buyer shall prepare (with the Seller’s '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, (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 42, (P) 42.1202(a)), which shall be submitted by the Seller to each Responsible Contracting Officer Officer, for the United States Government (i) to recognize the Buyer as the Seller’s successor-in-'s successor in interest to all the Transferred Acquired Assets constituting a Government Contract; and (ii) to enter into a novation agreement (a “"Novation Agreement”") in form and in accordance with government requirementssubstance 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 Seller’s 's right, title and interest in and to, and all of the Seller’s 's obligations and liabilities under, each such Government Contract shall be validly conveyed, transferred and assigned and novated to the Buyer by all parties thereto. The Seller shall provide to the Buyer promptly any information regarding the Seller required in connection with such request. The Seller and the Buyer shall each use all reasonable efforts to obtain all consents, approvals and waivers required for the purpose of processing, entering into and completing the Novation Agreements with regard to any of the Government Contracts, including responding to any requests for information by the U.S. United States Government with regard to such Novation Agreements.

Novation of Government Contracts. (a) As soon as practicable following the Closing, the Buyer Seller shall prepare (with the SellerBuyer’s assistance, which will include preparation of the initial drafts all information and documents required of the novation requests and furnishing the information required transferee for such requests), in accordance with Federal Acquisition Regulations Part 42.12 FAR Subpart 42.12, and any applicable agency regulations or policies, a written request 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 (P) 42.1202(a)FAR 42.1202), which shall be submitted by the Seller to each the Responsible Contracting Officer Officer, for the applicable Governmental Authority (i) to recognize the Buyer as the Seller’s successor-in-interest to all the Transferred Assets constituting a each Government Contract; Contract to be novated pursuant to this Agreement and set forth on Schedule 7.8(a) and (ii) to enter into a novation agreement (a “Novation Agreement”) ), in form and substance as set forth in accordance with government requirementsFAR 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 Seller’s right, title and interest in and to, and all of Seller’s obligations and liabilities under, each such Government Contract shall be validly conveyed, transferred and assigned and novated to the Buyer by all parties thereto. The Seller and the Buyer shall each use all reasonable efforts to obtain all consents, approvals and waivers required for the purpose of processing, entering into and completing the Novation Agreements with regard to any of the such Government Contracts, including responding to any requests for information by the a U.S. Government Governmental Authority with regard to such Novation Agreements.

Novation of Government Contracts. (a) As soon as practicable following the Closing, the Buyer shall prepare (with the Seller’s '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 part 42, (P) 42.12 and any applicable agency regulations or policies, a written request 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 42, (P) 42.1202(a)), which shall be submitted by the Seller to each Responsible Contracting Officer officer, for the United States Government (i) to recognize the Buyer as the Seller’s successor-in-'s successor in interest to all the Transferred Acquired Assets constituting a Government ContractContracts); and (ii) to enter into a novation agreement (a “"Novation Agreement”") in form and in accordance with government requirementssubstance 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 Seller’s 's right, title and interest in and to, and all of Seller’s 's obligations and liabilities under, each such Government Contract shall be validly conveyed, transferred and assigned and novated to the Buyer by all parties thereto. The Seller shall provide to Buyer promptly any information regarding Seller required in connection with such request. Seller and the Buyer shall each use all reasonable efforts to obtain all consents, approvals and waivers required for the purpose of processing, entering into and completing the Novation Agreements with regard to any of the Government Contracts, including responding to any requests for information by the U.S. United States Government with regard to such Novation Agreements.

Novation of Government Contracts. (a) As soon as practicable following the Closing, the Buyer applicable Seller shall prepare (with the Seller’s Buyer's assistance, which will include preparation of the initial drafts all information and documents required of the novation requests and furnishing the information required transferee for such requests), in accordance with Federal Acquisition Regulations Part 42.12 Regulations, 48 CFR ss.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)42), which shall be submitted by the such Seller to each Responsible Contracting Officer Officer, for the applicable U.S. Governmental Entity (i) to recognize the Buyer as the such Seller’s 's successor-in-interest to all the Transferred Assets constituting a each Government Contract; Contract and (ii) to enter into a novation agreement (a “"Novation Agreement”) "), in form and in accordance with government requirementssubstance reasonably satisfactory to the Buyer and such Seller, pursuant to which, subject to the requirements of the Federal Acquisition Regulations Part 42, all of such Seller’s 's right, title and interest in and to, and all of such Seller’s 's obligations and liabilities under, each such Government Contract shall be validly conveyed, transferred and assigned and novated to the Buyer by all parties thereto. The Seller Sellers and the Buyer shall each use all reasonable efforts to obtain all consents, approvals and waivers required for the purpose of processing, entering into and completing the Novation Agreements with regard to any of the such Government Contracts, including responding to any requests for information by the a U.S. Government Governmental Entity with regard to such Novation Agreements. The Sellers and the Buyer shall promptly provide to each other (or to the requesting U.S. Governmental Entity) any 113 information with respect to such Party required in connection with any such request for information.

Novation of Government Contracts. As soon as reasonably practicable following the Closing, the Buyer shall prepare (with the Seller’s '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 meeting 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 (P) 42, Section 42.1202(a)), which shall be submitted by the Seller to each Responsible Contracting Officer Officer, for the United States Government to (i) to recognize the Buyer as the Seller’s successor-in-'s successors in interest to all the Government Contracts that are Transferred Assets constituting a Government Contract; Contracts, and (ii) to enter into a novation agreement agreement, in the form attached hereto as Exhibit E (a “Novation Agreement”) in form and in accordance with government requirementsthe "NOVATION AGREEMENT"), pursuant to which, subject to the requirements of the Federal Acquisition Regulations Part 42, all of the Seller’s right's rights, title titles and interest interests in and to, and all of the Seller’s 's obligations and liabilities under, each such Government Contract that are Transferred Contracts shall be validly conveyed, transferred and assigned and novated to the Buyer by all parties thereto. The Buyer shall provide to the Seller promptly any information regarding the Buyer required in connection with such request. The Seller and the Buyer shall each use all commercially reasonable efforts to obtain all consents, approvals and waivers required for the purpose of processing, entering into and completing the Novation Agreements with regard to any of the Government ContractsAgreement, including responding to any requests for information by the U.S. United States Government with regard to such Novation AgreementsAgreement; provided, however, that neither the Seller nor the 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. As soon as practicable following (a) Following the Closing, the Buyer shall prepare (with Company and the Seller’s assistance, which will include preparation of the initial drafts of the novation requests and furnishing the information required for such requests)Transferring Subsidiary will, in consultation with Masimo, and in accordance with Federal Acquisition Regulations Part 42.12 with, and any applicable agency regulations or policiesto the extent required by, a written request meeting 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 (P42) 42.1202(a))for the Government Contracts a request of a Governmental Entity, which shall be submitted by the Seller to each Responsible Contracting Officer (i) to recognize the Buyer Masimo Subsidiary as the Seller’s successor-in-successor in interest to all of the Transferred Assets constituting a Government Contract; Contracts, and (ii) to if required, enter into a novation agreement (a the “Novation Agreement”) in substantially the form contemplated by such regulations and in form and in accordance with government requirementssubstance reasonably satisfactory to Masimo and Spire, pursuant to which, subject to the requirements of the Federal Acquisition Regulations Part 42, all of Sellerthe Company’s or the Transferring Subsidiary’s, as applicable, right, title and interest in and to, and all of Sellerthe 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 the Buyer Masimo Subsidiary by all parties thereto. The Seller Masimo and the Buyer shall Spire will each use all commercially reasonable efforts to (1) promptly obtain all consents, approvals and waivers required for the purpose of processing, entering into and completing the Novation Agreements with regard to any of the such Government Contracts, including responding to any requests for information by the U.S. Government applicable Governmental Entity with regard to such Novation AgreementsAgreement, and (2) provide all reasonable information and take all other actions reasonably necessary to obtain, execute and consummate such Novation Agreement (subject to confidential treatment with respect to any information 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. As soon as reasonably practicable following the Closing, the Buyer Buyers shall prepare (with the Seller’s Sellers’ 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 meeting 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 (P) 42, Section 42.1202(a)), which shall be submitted by the Seller Sellers to each Responsible Contracting Officer Officer, for the U.S. Government to (i) to recognize the Buyer Buyers as the Seller’s successor-in-Sellers’ successor in interest to all the Transferred Assets constituting a prime Government Contract; Contracts (as applicable), and (ii) to enter into a novation agreement substantially in the form of Exhibit 5.11 (a the “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 Seller’s rightSellers’ rights, title titles and interest interests in and to, and all of Seller’s Sellers’ obligations and liabilities under, each such Government Contract shall be validly conveyed, transferred and assigned and novated to the Buyer Buyers (as applicable) by all parties thereto. The Seller Buyers shall provide to Sellers promptly any information regarding Buyers required in connection with such request. Sellers and the Buyer Buyers shall each use all commercially reasonable efforts to obtain all consents, approvals and waivers required for the purpose of processing, entering into and completing the Novation Agreements with regard to any of the Government ContractsAgreement, including (i) responding to any requests for information by the U.S. Government with regard to such Novation AgreementsAgreement 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 practicable following the Closing, the Buyer shall prepare (with the Seller’s '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 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, Section 42.1202(a)), which shall be submitted by the Seller to each Responsible Contracting Officer Officer, for the U.S. Government to (i) to recognize the Buyer as the Seller’s successor-in-'s successors in interest to all the Transferred Assets constituting a Government Contract; Contracts which Assumed Contracts are and (ii) to enter into a novation agreement substantially in the form of Exhibit F (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 the Seller’s right's rights, title titles and interest interests in and to, and all of the Seller’s 's obligations and liabilities under, each such assumed Government Contract shall be validly conveyed, transferred and assigned and novated to the Buyer by all parties thereto. The Buyer shall provide to the Seller promptly any information regarding the Buyer reasonably required in connection with such request and 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 all commercially reasonable efforts to obtain all consents, approvals and waivers required for the purpose of processing, entering into and completing the Novation Agreements with regard to any of the Government ContractsAgreement, including responding to any reasonable requests for information by the U.S. Government with regard to such Novation AgreementsAgreement; provided, however, that the Seller shall not 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, the Buyer Buyers shall prepare (with the Seller’s Sellers’ 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 meeting 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 (P) 42, Section 42.1202(a)), which shall be submitted by the Seller Sellers to each Responsible Contracting Officer Officer, for the U.S. Government to (i) to recognize the Buyer Buyers as the Seller’s successor-in-Sellers’ successor in interest to all the Transferred Assets constituting a prime Government Contract; Contracts (as applicable), and (ii) to enter into a novation agreement substantially in the form of Exhibit 5.11 (a the “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 Seller’s rightSellers’ rights, title titles and interest interests in and to, and all of Seller’s Sellers’ obligations and liabilities under, each such Government Contract shall be validly conveyed, transferred and assigned and novated to the Buyer Buyers (as applicable) by all parties thereto. The Seller Buyers shall provide to Sellers promptly any information regarding Buyers required in connection with such request. Sellers and the Buyer Buyers shall each use all commercially reasonable efforts to obtain all consents, approvals and waivers required for the purpose of processing, entering into and completing the Novation Agreements with regard to any of the Government ContractsAgreement, including (i) responding to any requests for information by the U.S. Government with regard to such Novation Agreements.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. (a) As soon as practicable following the Closing, the Buyer shall prepare (with the Seller’s Sellers' 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, (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 42, (P) 42.1202(a)), which shall be submitted by the Seller Sellers to each Responsible Contracting Officer Officer, for the United States Government (i) to recognize the Buyer as the Seller’s successor-in-Sellers' successor in interest to all the Transferred Acquired Assets constituting a Government Contract; and (ii) to enter into a novation agreement (a “"Novation Agreement”") in form and in accordance with government requirementssubstance 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 Seller’s Sellers' right, title and interest in and to, and all of Seller’s the Sellers' obligations and liabilities under, each such Government Contract shall be validly conveyed, transferred and assigned and novated to the Buyer by all parties thereto. The Seller Sellers shall provide to the Buyer promptly any information regarding the Sellers required in connection with such request. The Sellers and the Buyer shall each use all reasonable efforts to obtain all consents, approvals and waivers required for the purpose of processing, entering into and completing the Novation Agreements with regard to any of the Government Contracts, including responding to any requests for information by the U.S. United States Government with regard to such Novation Agreements. Until such time as the Novation Agreements are completed, 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 pending novation it will perform the terms of such Government Contracts as the Sellers' agent.

Novation of Government Contracts. (a) As soon as practicable following the Closing, the Buyer Seller shall prepare (with the SellerBuyer’s assistance, which will include preparation of the initial drafts all information and documents required of the novation requests and furnishing the information required transferee for such requests), in -45- accordance with Federal Acquisition Regulations Part 42.12 FAR Subpart 42.12, and any applicable agency regulations or policies, a written request 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 (P) 42.1202(a)FAR 42.1202), which shall be submitted by the Seller to each the Responsible Contracting Officer Officer, for the applicable Governmental Authority (i) to recognize the Buyer as the Seller’s successor-in-interest to all the Transferred Assets constituting a each Government Contract; Contract to be novated pursuant to this Agreement and set forth on Schedule 5.11(a) and (ii) to enter into a novation agreement (a “Novation Agreement”) ), in form and substance as set forth in accordance with government requirementsFAR 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 Seller’s right, title and interest in and to, and all of Seller’s obligations and liabilities under, each such Government Contract shall be validly conveyed, transferred and assigned and novated to the Buyer by all parties thereto. The Seller and the Buyer shall each use all reasonable efforts to obtain all consents, approvals and waivers required for the purpose of processing, entering into and completing the Novation Agreements with regard to any of the such Government Contracts, including responding to any requests for information by the a U.S. Government Governmental Authority with regard to such Novation Agreements.