Common use of Obligation to Complete Clause in Contracts

Obligation to Complete. (a) If, with respect to any Leased Property, Keysight Leased Property, Sublease Property or Keysight Sublease Property, at any time the relevant Lease Consent is formally and unconditionally refused in writing, Agilent and Keysight shall commence good faith negotiations and use commercially reasonable efforts to determine how to allocate the applicable Property, based on the relative importance of the applicable Property to the operations of each party, the size of the applicable Property, the value of assets associated with each business and cost to relocate, the number of employees of each party at the applicable Property and the potential risk and liability to each party in the event an enforcement action is brought by the applicable Landlord. Such commercially reasonable efforts shall include consideration of alternate structures to accommodate the needs of both parties and the allocation of the costs thereof, including entering into amendments of the size, term or other terms of the Relevant Lease, restructuring a proposed lease assignment to be a sublease and relocating one party. If the parties are unable to agree upon an allocation of the Property within 15 days after commencement of negotiations between the parties as described above, then either party may, by delivering written notice to the other, require that the matter be referred to the Chief Financial Officers of both parties. In such event, the Chief Financial Officers shall use commercially reasonable efforts to determine the allocation of the Property, including having a meeting or telephone conference within 10 days thereafter. If the parties are unable to agree upon the allocation of an applicable Property within 15 days after the matter is referred to the Chief Financial Officers of the parties as described above, the disposition of the applicable Property and the risks associated therewith shall be allocated between the parties as set forth in subparts (b) and (c) of this section below. (b) If, with respect to any Leased Property, the parties are unable to agree upon the allocation of a Property as set forth in Section 2.12(a), Agilent may by written notice to Keysight elect to apply to the relevant Landlord for consent to sublease all of the relevant Property to Keysight for the remainder of the Relevant Lease term less three days at a rent equal to the rent from time to time under the Relevant Lease, but otherwise on substantially the same terms and conditions as the Relevant Lease. If Agilent makes such an election, until such time as the relevant Lease Consent is obtained and a sublease is completed, the provisions of Section 2.10 will apply and, on the grant of the Lease Consent required to sublease the Leased Property in question, Agilent shall sublease or cause its applicable Subsidiary to sublease to Keysight the relevant Property in accordance with Section 2.5. (c) If the parties are unable to agree upon the allocation of a Property as set forth in Section 2.12(a) and Agilent does not make an election pursuant to Section 2.12(b) above, Agilent may elect by written notice to Keysight to require Keysight to vacate the relevant Property immediately or by such other date as may be specified in the notice served by Agilent (the “Notice Date”), in which case Keysight shall vacate the relevant Property on the Notice Date but shall indemnify Agilent and its applicable Subsidiary from and against all reasonable costs, claims, losses, liabilities and damages in relation to the relevant Property arising from and including the Operational Separation Date to and including the later of the Notice Date and date on which Keysight vacates the relevant Property in accordance with and pursuant to the Separation Agreement. (d) If, with respect to any Keysight Leased Property, the parties are unable to agree upon the allocation of a Property as set forth in Section 2.12(a), Keysight may by written notice to Agilent elect to apply to the relevant Landlord for consent to sublease all of the relevant Property to Agilent for the remainder of the Relevant Lease term less three days at a rent equal to the rent from time to time under the Relevant Lease, but otherwise on substantially the same terms and conditions as the Relevant Lease. If Keysight makes such an election, until such time as the relevant Lease Consent is obtained and a sublease is completed, the provisions of Section 2.11 will apply and, on the grant of the Lease Consent required to sublease the Keysight Leased Property in question, Keysight shall sublease or cause its applicable Subsidiary to sublease to Agilent the relevant Property in accordance with Section 2.6. (e) If the parties are unable to agree upon the allocation of a Property as set forth in Section 2.12(a) and Keysight does not make an election pursuant to Section 2.12(d) above, Keysight may elect by written notice to Agilent to require Agilent to vacate the relevant Property immediately or by such other date as may be specified in the notice served by Keysight (the “Keysight Notice Date”), in which case Agilent shall vacate the relevant Property on the Keysight Notice Date but shall indemnify Keysight and its applicable Subsidiary from and against all reasonable costs, claims, losses, liabilities and damages in relation to the relevant Property arising from and including the Operational Separation Date to and including the later of the Keysight Notice Date and date on which Agilent vacates the relevant Property in accordance with and pursuant to the Separation Agreement.

Obligation to Complete. (a) If, with respect to any Leased Property, Keysight Leased Property, Sublease Property or Keysight Sublease Property, at any time the relevant Lease Consent is formally and unconditionally refused in writing, Agilent Adaptec and Keysight Roxio shall commence good faith negotiations and use commercially reasonable efforts to determine how to allocate the applicable Property, based on the relative importance of the applicable Property to the operations of each party, the size of the applicable Property, the value of assets associated with each business and cost to relocate, the number of employees of each party at the applicable Property and the potential risk and liability to each party in the event an enforcement action is brought by the applicable Landlord. Such commercially reasonable efforts shall include consideration of alternate structures to accommodate the needs of both parties and the allocation of the costs thereof, including entering into amendments of the size, term or other terms of the Relevant Lease, restructuring a proposed lease assignment to be a sublease and relocating one party. If the parties are unable to agree upon an allocation of the Property within 15 fifteen (15) days after commencement of negotiations between the parties as described above, then either party may, by delivering written notice to the other, require that the matter be referred to the Chief Financial Officers of both parties. In such event, the Chief Financial Officers shall use commercially reasonable efforts to determine the allocation of the Property, including having a meeting or telephone conference within 10 ten (10) days thereafter. If the parties are unable to agree upon the allocation of an applicable Property within 15 fifteen (15) days after the matter is referred to the Chief Financial Officers of the parties as described above, the disposition of the applicable Property and the risks associated therewith shall be allocated between the parties as set forth in subparts (b) and (c) of this section below. (b) If, with respect to any Leased Property, the parties are unable to agree upon the allocation of a Property as set forth in Section 2.12(a1.6(a), Agilent Adaptec may by written notice to Keysight Roxio elect to apply to the relevant Landlord for consent to sublease all of the relevant Property to Keysight Roxio or its applicable Subsidiary for the remainder of the Relevant Lease term less three (3) days at a rent equal to the rent from time to time under the Relevant Lease, but otherwise on substantially the same terms and conditions as the Relevant Lease. If Agilent Adaptec makes such an election, until such time as the relevant Lease Consent is obtained and a sublease is completed, the provisions of Section 2.10 1.5 will apply and, on the grant of the Lease Consent required to sublease the Leased Property in question, Agilent Adaptec shall sublease or cause its applicable Subsidiary to sublease to Keysight Roxio or its applicable Subsidiary the relevant Property which sublease shall be for the term and rent set forth in accordance with Section 2.5the Relevant Lease and otherwise on the terms of the Relevant Lease. (c) If the parties are unable to agree upon the allocation of a Property as set forth in Section 2.12(a1.6(a) and Agilent Adaptec does not make an election pursuant to Section 2.12(b1.6(b) above, Agilent Adaptec may elect by written notice to Keysight Roxio to require Keysight Roxio or its applicable Subsidiary to vacate the relevant Property immediately or by such other date as may be specified in the notice served by Agilent Adaptec (the “Notice Date”"NOTICE DATE"), in which case Keysight Roxio shall vacate or cause its applicable Subsidiary to vacate the relevant Property on the Notice Date but shall indemnify Agilent Adaptec and its applicable Subsidiary from and against all reasonable costs, claims, losses, liabilities and damages in relation to the relevant Property arising from and including the Operational Separation Date to and including the later of the Notice Date and date on which Keysight Roxio or its applicable Subsidiary vacates the relevant Property in accordance with Property, except for any costs, losses, damages, claims and pursuant to the Separation Agreement. (d) If, liabilities incurred by Adaptec or its Subsidiary with respect to any Keysight Leased Property, enforcement action taken by the parties are unable Landlord against Adaptec or its Subsidiary with respect to agree upon the allocation of a Property as set forth in Section 2.12(a), Keysight may any breach by written notice to Agilent elect to apply to the relevant Landlord for consent to sublease all of the relevant Property to Agilent for the remainder Adaptec or its Subsidiary of the Relevant Lease term less three days at a rent equal to the rent from time to time under the Relevant Lease, but otherwise on substantially the same terms and conditions as the Relevant Lease. If Keysight makes such an election, until such time as the relevant Lease Consent is obtained and a sublease is completed, the provisions of Section 2.11 will apply and, on the grant of the Lease Consent required to sublease the Keysight Leased Property in question, Keysight shall sublease permitting Roxio or cause its applicable Subsidiary to sublease so occupy the Property without obtaining the required Lease Consent. Neither Roxio nor its applicable Subsidiary shall be entitled to Agilent the relevant Property in accordance make any claim or demand against or obtain reimbursement from Adaptec or its applicable Subsidiary with Section 2.6. (e) If the parties are unable respect to agree upon the allocation any costs, losses, claims, liabilities or damages incurred by Roxio or its applicable Subsidiary as a consequence of a Property as set forth in Section 2.12(a) and Keysight does not make an election pursuant to Section 2.12(d) above, Keysight may elect by written notice to Agilent to require Agilent being obliged to vacate the relevant Property immediately or by such other date as obtaining alternative premises, including, without limitation, any enforcement action which a Landlord may be specified in the notice served by Keysight (the “Keysight Notice Date”), in which case Agilent shall vacate the relevant Property on the Keysight Notice Date but shall indemnify Keysight and take against Roxio or its applicable Subsidiary from and against all reasonable costs, claims, losses, liabilities and damages in relation to the relevant Property arising from and including the Operational Separation Date to and including the later of the Keysight Notice Date and date on which Agilent vacates the relevant Property in accordance with and pursuant to the Separation AgreementSubsidiary.

Obligation to Complete. (a) If, with respect to any Leased Property, Keysight Enterprise Leased Property, Sublease Property or Keysight Enterprise Sublease Property, at any time the relevant Lease Consent is formally and unconditionally refused in writing, Agilent HP and Keysight Enterprise shall commence good faith negotiations and use commercially reasonable efforts to determine how to allocate the applicable Property, based on the relative importance of the applicable Property to the operations of each party, the size of the applicable Property, the value of assets associated with each business and cost to relocate, the number of employees of each party at the applicable Property Property, the value of assets associated with each business, the cost to relocate, and the potential risk and liability to each party in the event an enforcement action is brought by the applicable Landlord. Such commercially reasonable efforts shall include consideration of alternate structures to accommodate the needs of both parties and the allocation of the costs thereof, including entering into amendments of the size, term or other terms of the Relevant Lease, restructuring a proposed lease assignment to be a sublease and relocating one party. If the parties are unable to agree upon an allocation of the Property within 15 fifteen (15) days after commencement of negotiations between the parties as described above, then either party may, by delivering written notice to the other, require that the matter be referred to the Chief Financial Officers of both parties. In such event, the Chief Financial Officers shall use commercially reasonable efforts to determine the allocation of the Property, including having a meeting or telephone conference within 10 ten (10) days thereafter. If the parties are unable to agree upon the allocation of an applicable Property within 15 fifteen (15) days after the matter is referred to the Chief Financial Officers of the parties as described above, the disposition of the applicable Property and the risks associated therewith shall be allocated between the parties as set forth in subparts (b) and (c) of this section below. (b) If, with respect to any Leased Property or Enterprise Leased Property, the parties are unable to agree upon the allocation of a Property as set forth in Section 2.12(a), Agilent the Responsible Party may by written notice to Keysight the other party elect to apply to the relevant Landlord for consent to sublease all of the relevant Property to Keysight the other party for the remainder of the Relevant Lease term less three days one (1) day at a rent equal to the rent from time to time under the Relevant Lease, but otherwise on substantially the same terms and conditions as the Relevant Lease. If Agilent the Responsible Party makes such an election, until such time as the relevant Lease Consent is obtained and a sublease is completed, the provisions of Section 2.10 and 2.11, as applicable, will apply and, on the grant of the Lease Consent required to sublease the Leased Property in question, Agilent the Responsible Party shall sublease or cause its applicable Subsidiary to sublease to Keysight the other party or its Subsidiary the relevant Property in accordance with Section 2.5. (c) If the parties are unable to agree upon the allocation of a Property as set forth in Section 2.12(a) and Agilent the Responsible Party does not make an election pursuant to Section 2.12(b) above, Agilent the Responsible Party may elect by written notice to Keysight the other party to require Keysight the other party to vacate the relevant Property immediately or by such other date as may be specified in the notice served by Agilent the Responsible Party (the “Notice Date”), in which case Keysight the other party shall vacate the relevant Property on the Notice Date but shall indemnify Agilent the Responsible Party and its applicable Subsidiary from and against all reasonable costs, claims, losses, liabilities and damages in relation to the relevant Property arising from and including the Operational Separation Go Live Date to and including the later of the Notice Date and date on which Keysight such other party vacates the relevant Property in accordance with Property, except for any costs, losses, damages, claims and pursuant to liabilities incurred by the Separation Agreement. (d) If, Responsible Party or its Subsidiary with respect to any Keysight Leased Property, enforcement action taken by the parties are unable Landlord against the Responsible Party or its Subsidiary with respect to agree upon any breach by the allocation of a Property as set forth in Section 2.12(a), Keysight may by written notice to Agilent elect to apply to the relevant Landlord for consent to sublease all of the relevant Property to Agilent for the remainder Responsible Party or its Subsidiary of the Relevant Lease term less three days at a rent equal in permitting the other party to so occupy the rent Property without obtaining the required Lease Consent. The other party shall not be entitled to make any claim or demand against or obtain reimbursement from time to time under the Relevant Lease, but otherwise on substantially the same terms and conditions as the Relevant Lease. If Keysight makes such an election, until such time as the relevant Lease Consent is obtained and a sublease is completed, the provisions of Section 2.11 will apply and, on the grant of the Lease Consent required to sublease the Keysight Leased Property in question, Keysight shall sublease Responsible Party or cause its applicable Subsidiary with respect to sublease to Agilent any costs, losses, claims, liabilities or damages incurred by the relevant Property in accordance with Section 2.6. (e) If the parties are unable to agree upon the allocation other party as a consequence of a Property as set forth in Section 2.12(a) and Keysight does not make an election pursuant to Section 2.12(d) above, Keysight may elect by written notice to Agilent to require Agilent being obliged to vacate the relevant Property immediately or by such obtaining alternative premises, including, without limitation, any enforcement action which a Landlord may take against the other date as may be specified in the notice served by Keysight (the “Keysight Notice Date”), in which case Agilent shall vacate the relevant Property on the Keysight Notice Date but shall indemnify Keysight and its applicable Subsidiary from and against all reasonable costs, claims, losses, liabilities and damages in relation to the relevant Property arising from and including the Operational Separation Date to and including the later of the Keysight Notice Date and date on which Agilent vacates the relevant Property in accordance with and pursuant to the Separation Agreementparty.

Obligation to Complete. (a) If, with respect to any Houston Leased Property, Keysight Seattle Leased Property, Houston Sublease Property or Keysight Seattle Sublease Property, at any time the relevant Lease Consent is lawfully formally and unconditionally refused in writing, Agilent Houston, Miami and Keysight Seattle shall commence good faith negotiations and use commercially reasonable efforts to determine how to allocate the applicable Property, based on the relative importance of the applicable Property to the operations of each party, the size of the applicable Property, the value of assets associated with each business and cost to relocate, the number of employees of each party at the applicable Property Property, the value of assets associated with each business, the cost to relocate, and the potential risk and liability to each party in the event an any enforcement action is brought by the applicable Landlord. Such commercially reasonable efforts shall include consideration of alternate structures to accommodate the needs of both parties each party and the allocation of the costs thereof, including entering into amendments of the size, term or other terms of the Relevant Lease, restructuring a proposed lease assignment to be a sublease and relocating one party. If the parties are unable to agree upon an allocation of the Property within 15 fifteen (15) days after commencement of negotiations between the parties as described above, then either party may, by delivering written notice to the other, require that the matter be referred to the Chief Financial Officers of both partieseach party. In such event, the Chief Financial Officers shall use commercially reasonable efforts to determine the allocation of the Property, including having a meeting or telephone conference within 10 ten (10) days thereafter. If the parties are unable to agree upon the allocation of an applicable Property within 15 fifteen (15) days after the matter is referred to the Chief Financial Officers of the parties as described above, the disposition of the applicable Property and the risks associated therewith shall be allocated between the parties as set forth in subparts (bSection 2.12(b) and (c) of this section below). (b) If, with respect to any Houston Leased Property or Seattle Leased Property, the parties are unable to agree upon the allocation of a Property as set forth in Section 2.12(a), Agilent the Responsible Party may by written notice to Keysight the other party elect to apply to the relevant Landlord for consent to sublease all of the relevant Property to Keysight the other party for the remainder of the Relevant Lease term less three days one (1) day at a rent equal to the rent from time to time under the Relevant Lease, but otherwise on substantially the same terms and conditions as the Relevant Lease. If Agilent the Responsible Party makes such an election, until such time as the relevant Lease Consent is obtained and a sublease is completed, the provisions of Section 2.10 and Section 2.11, as applicable, will apply and, on the grant of the Lease Consent required to sublease the Leased Property in question, Agilent the Responsible Party shall sublease or cause its applicable Subsidiary to sublease to Keysight the other party or its Subsidiary the relevant Property in accordance with Section 2.5. (c) If the parties are unable to agree upon the allocation of a Property as set forth in Section 2.12(a) and Agilent the Responsible Party does not make an election pursuant to Section 2.12(b) above), Agilent the Responsible Party may elect by written notice to Keysight the other party to require Keysight the other party to vacate the relevant Property immediately or by such reasonable date, which date shall allow a reasonable opportunity to make the appropriate practical arrangements to vacate the Property (considering the impact to both the Responsible Party and the other date party involved), as may be specified in the notice served by Agilent the Responsible Party (the “Notice Date”), in which case Keysight the other party shall vacate the relevant Property on the Notice Date but shall indemnify Agilent and its applicable Subsidiary from and against all reasonable costs, claims, losses, liabilities and damages in relation to the relevant Property arising from and including the Operational Separation Date to and including the later of the Notice Date and date on which Keysight vacates the relevant Property in accordance with and pursuant to the Separation AgreementDate. (d) If, with respect to any Keysight Leased Property, the parties are unable to agree upon the allocation of a Property as set forth in Section 2.12(a), Keysight may by written notice to Agilent elect to apply to the relevant Landlord for consent to sublease all of the relevant Property to Agilent for the remainder of the Relevant Lease term less three days at a rent equal to the rent from time to time under the Relevant Lease, but otherwise on substantially the same terms and conditions as the Relevant Lease. If Keysight makes such an election, until such time as the relevant Lease Consent is obtained and a sublease is completed, the provisions of Section 2.11 will apply and, on the grant of the Lease Consent required to sublease the Keysight Leased Property in question, Keysight shall sublease or cause its applicable Subsidiary to sublease to Agilent the relevant Property in accordance with Section 2.6. (e) If the parties are unable to agree upon the allocation of a Property as set forth in Section 2.12(a) and Keysight does not make an election pursuant to Section 2.12(d) above, Keysight may elect by written notice to Agilent to require Agilent to vacate the relevant Property immediately or by such other date as may be specified in the notice served by Keysight (the “Keysight Notice Date”), in which case Agilent shall vacate the relevant Property on the Keysight Notice Date but shall indemnify Keysight and its applicable Subsidiary from and against all reasonable costs, claims, losses, liabilities and damages in relation to the relevant Property arising from and including the Operational Separation Date to and including the later of the Keysight Notice Date and date on which Agilent vacates the relevant Property in accordance with and pursuant to the Separation Agreement.

Obligation to Complete. (a) If, with respect to any Houston Leased Property, Keysight Xxxxxxx Leased Property, Houston Sublease Property or Keysight Xxxxxxx Sublease Property, at any time the relevant Lease Consent is formally and unconditionally refused in writing, Agilent Houston, Computer Sciences Corporation, a Nevada corporation, and Keysight Xxxxxxx shall commence good faith negotiations and use commercially reasonable efforts to determine how to allocate the applicable Property, based on the relative importance of the applicable Property to the operations of each party, the size of the applicable Property, the value of assets associated with each business and cost to relocate, the number of employees of each party at the applicable Property Property, the value of assets associated with each business, the cost to relocate, and the potential risk and liability to each party in the event an enforcement action is brought by the applicable Landlord. Such commercially reasonable efforts shall include consideration of alternate structures to accommodate the needs of both parties each party and the allocation of the costs thereof, including entering into amendments of the size, term or other terms of the Relevant Lease, restructuring a proposed lease assignment to be a sublease and relocating one party. If the parties are unable to agree upon an allocation of the Property within 15 fifteen (15) days after commencement of negotiations between the parties as described above, then either party may, by delivering written notice to the other, require that the matter be referred to the Chief Financial Officers of both partieseach party. In such event, the Chief Financial Officers shall use commercially reasonable efforts to determine the allocation of the Property, including having a meeting or telephone conference within 10 ten (10) days thereafter. If the parties are unable to agree upon the allocation of an applicable Property within 15 fifteen (15) days after the matter is referred to the Chief Financial Officers of the parties as described above, the disposition of the applicable Property and the risks associated therewith shall be allocated between the parties as set forth in subparts (b) and (c) of this section below. (b) If, with respect to any Houston Leased Property or Xxxxxxx Leased Property, the parties are unable to agree upon the allocation of a Houston Property as set forth in Section 2.12(a), Agilent the Responsible Party may by written notice to Keysight the other party elect to apply to the relevant Landlord for consent to sublease all of the relevant Property to Keysight the other party for the remainder of the Relevant Lease term less three days one (1) day at a rent equal to the rent from time to time under the Relevant Lease, but otherwise on substantially the same terms and conditions as the Relevant Lease. If Agilent the Responsible Party makes such an election, until such time as the relevant Lease Consent is obtained and a sublease is completed, the provisions of Section 2.10 and 2.11, as applicable, will apply and, on the grant of the Lease Consent required to sublease the Leased Property in question, Agilent the Responsible Party shall sublease or cause its applicable Subsidiary to sublease to Keysight the other party or its Subsidiary the relevant Property in accordance with Section 2.5. (c) If the parties are unable to agree upon the allocation of a Property as set forth in Section 2.12(a) and Agilent the Responsible Party does not make an election pursuant to Section 2.12(b) above, Agilent the Responsible Party may elect by written notice to Keysight the other party to require Keysight the other party to vacate the relevant Property immediately or by such other date as may be specified in the notice served by Agilent the Responsible Party (the “Notice Date”), in which case Keysight the other party shall vacate the relevant Property on the Notice Date but shall indemnify Agilent and its applicable Subsidiary from and against all reasonable costs, claims, losses, liabilities and damages in relation to the relevant Property arising from and including the Operational Separation Date to and including the later of the Notice Date and date on which Keysight vacates the relevant Property in accordance with and pursuant to the Separation AgreementDate. (d) If, with respect to any Keysight Leased Property, the parties are unable to agree upon the allocation of a Property as set forth in Section 2.12(a), Keysight may by written notice to Agilent elect to apply to the relevant Landlord for consent to sublease all of the relevant Property to Agilent for the remainder of the Relevant Lease term less three days at a rent equal to the rent from time to time under the Relevant Lease, but otherwise on substantially the same terms and conditions as the Relevant Lease. If Keysight makes such an election, until such time as the relevant Lease Consent is obtained and a sublease is completed, the provisions of Section 2.11 will apply and, on the grant of the Lease Consent required to sublease the Keysight Leased Property in question, Keysight shall sublease or cause its applicable Subsidiary to sublease to Agilent the relevant Property in accordance with Section 2.6. (e) If the parties are unable to agree upon the allocation of a Property as set forth in Section 2.12(a) and Keysight does not make an election pursuant to Section 2.12(d) above, Keysight may elect by written notice to Agilent to require Agilent to vacate the relevant Property immediately or by such other date as may be specified in the notice served by Keysight (the “Keysight Notice Date”), in which case Agilent shall vacate the relevant Property on the Keysight Notice Date but shall indemnify Keysight and its applicable Subsidiary from and against all reasonable costs, claims, losses, liabilities and damages in relation to the relevant Property arising from and including the Operational Separation Date to and including the later of the Keysight Notice Date and date on which Agilent vacates the relevant Property in accordance with and pursuant to the Separation Agreement.

Obligation to Complete. (a) If, with respect to any Leased Property, Keysight Leased Property, Sublease Property or Keysight Sublease Property, at any time the relevant Lease Consent is formally and unconditionally refused in writing, HP and Agilent and Keysight shall commence good faith negotiations and use commercially reasonable efforts to determine how to allocate the applicable Property, based on the relative importance of the applicable Property to the operations of each party, the size of the applicable Property, the value of assets associated with each business and cost to relocate, the number of employees of each party at the applicable Property and the potential risk and liability to each party in the event an enforcement action is brought by the applicable Landlord. Such commercially reasonable efforts shall include consideration of alternate structures to accommodate the needs of both parties and the allocation of the costs thereof, including entering into amendments of the size, term or other terms of the Relevant Lease, restructuring a proposed lease assignment to be a sublease and relocating one party. If the parties are unable to agree upon an allocation of the Property within 15 fifteen (15) days after commencement of negotiations between the parties as described above, then either party may, by delivering written notice to the other, require that the matter be referred to the Chief Financial Officers of both parties. In such event, the Chief Financial Officers shall use commercially reasonable efforts to determine the allocation of the Property, including having a meeting or telephone conference within 10 ten (10) days thereafter. If the parties are unable to agree upon the allocation of an applicable Property within 15 fifteen (15) days after the matter is referred to the Chief Financial Officers of the parties as described above, the disposition of the applicable Property and the risks associated therewith shall be allocated between the parties as set forth in subparts (b) and (c) of this section below. (b) If, with respect to any Leased Property, the parties are unable to agree upon the allocation of a Property as set forth in Section 2.12(a1.7(a), Agilent may by written notice to Keysight elect to apply to the relevant Landlord for consent to sublease all of the relevant Property to Keysight for the remainder of the Relevant Lease term less three days at a rent equal to the rent from time to time under the Relevant Lease, but otherwise on substantially the same terms and conditions as the Relevant Lease. If Agilent makes such an election, until such time as the relevant Lease Consent is obtained and a sublease is completed, the provisions of Section 2.10 will apply and, on the grant of the Lease Consent required to sublease the Leased Property in question, Agilent shall sublease or cause its applicable Subsidiary to sublease to Keysight the relevant Property in accordance with Section 2.5. (c) If the parties are unable to agree upon the allocation of a Property as set forth in Section 2.12(a) and Agilent does not make an election pursuant to Section 2.12(b) above, Agilent may elect by written notice to Keysight to require Keysight to vacate the relevant Property immediately or by such other date as may be specified in the notice served by Agilent (the “Notice Date”), in which case Keysight shall vacate the relevant Property on the Notice Date but shall indemnify Agilent and its applicable Subsidiary from and against all reasonable costs, claims, losses, liabilities and damages in relation to the relevant Property arising from and including the Operational Separation Date to and including the later of the Notice Date and date on which Keysight vacates the relevant Property in accordance with and pursuant to the Separation Agreement. (d) If, with respect to any Keysight Leased Property, the parties are unable to agree upon the allocation of a Property as set forth in Section 2.12(a), Keysight HP may by written notice to Agilent elect to apply to the relevant Landlord for consent to sublease all of the relevant Property to Agilent for the remainder of the Relevant Lease term less three (3) days at a rent equal to the rent from time to time under the Relevant Lease, but otherwise on substantially the same terms and conditions as the Relevant Lease. If Keysight HP makes such an election, until such time as the relevant Lease Consent is obtained and a sublease is completed, the provisions of Section 2.11 1.6 will apply and, on the grant of the Lease Consent required to sublease the Keysight Leased Property in question, Keysight HP shall sublease or cause its applicable Subsidiary to sublease to Agilent the relevant Property in accordance with Section 2.61.3. (ec) If the parties are unable to agree upon the allocation of a Property as set forth in Section 2.12(a1.7(a) and Keysight HP does not make an election pursuant to Section 2.12(d1.7(b) above, Keysight HP may elect by written notice to Agilent to require Agilent to vacate the relevant Property immediately or by such other date as may be specified in the notice served by Keysight HP (the “Keysight "Notice Date”"), in which case Agilent shall vacate the relevant Property on the Keysight Notice Date but shall indemnify Keysight HP and its applicable Subsidiary from and against all reasonable costs, claims, losses, liabilities and damages in relation to the relevant Property arising from and including the Operational Separation Date to and including the later of the Keysight Notice Date and date on which Agilent vacates the relevant Property, except for any costs, losses, damages, claims and liabilities incurred by HP or its Subsidiary with respect to any enforcement action taken by the Landlord against HP or its Subsidiary with respect to any breach by HP or its Subsidiary of the Relevant Lease in permitting Agilent to so occupy the Property in accordance without obtaining the required Lease Consent. Agilent shall not be entitled to make any claim or demand against or obtain reimbursement from HP or its applicable Subsidiary with and pursuant respect to any costs, losses, claims, liabilities or damages incurred by Agilent as a consequence of being obliged to vacate the Separation AgreementProperty or obtaining alternative premises, including, without limitation, any enforcement action which a Landlord may take against Agilent.

Obligation to Complete. (a) If, with respect to any Leased Property, Keysight Leased Property, Sublease Property or Keysight Sublease Property, at any time the relevant Lease Consent is formally and unconditionally refused in writing, Agilent MRV and Keysight Optical Access shall commence good faith negotiations and use commercially reasonable efforts to determine how to allocate the applicable Property, based on the relative importance of the applicable Property to the operations of each party, the size of the applicable Property, the value of assets associated with each business and cost to relocate, the number of employees of each party at the applicable Property and the potential risk and liability to each party in the event an enforcement action is brought by the applicable Landlord. Such commercially reasonable efforts shall include consideration of alternate structures to accommodate the needs of both parties and the allocation of the costs thereof, including entering into amendments of the size, term or other terms of the Relevant Lease, restructuring a proposed lease assignment to be a sublease and relocating one party. If the parties are unable to agree upon an allocation of the Property within 15 fifteen (15) days after commencement of negotiations between the parties as described above, then either party may, by delivering written notice to the other, require that the matter be referred to the Chief Financial Officers of both parties. In such event, the Chief Financial Officers shall use commercially reasonable efforts to determine the allocation of the Property, including having a meeting or telephone conference within 10 ten (10) days thereafter. If the parties are unable to agree upon the allocation of an applicable Property within 15 fifteen (15) days after the matter is referred to the Chief Financial Officers of the parties as described above, the disposition of the applicable Property and the risks associated therewith shall be allocated between the parties as set forth in subparts (b) and (c) of this section below. (b) If, with respect to any Leased Property, the parties are unable to agree upon the allocation of a Property as set forth in Section 2.12(a1.6(a), Agilent MRV may by written notice to Keysight Optical Access elect to apply to the relevant Landlord for consent to sublease all of the relevant Property to Keysight Optical Access or its applicable Subsidiary for the remainder of the Relevant Lease term less three (3) days at a rent equal to the rent from time to time under the Relevant Lease, but otherwise on substantially the same terms and conditions as the Relevant Lease. If Agilent MRV makes such an election, until such time as the relevant Lease Consent is obtained and a sublease is completed, the provisions of Section 2.10 1.5 will apply and, on the grant of the Lease Consent required to sublease the Leased Property in question, Agilent MRV shall sublease or cause its applicable Subsidiary to sublease to Keysight Optical Access or its applicable Subsidiary the relevant Property which sublease shall be for the term and rent set forth in accordance with Section 2.5the Relevant Lease and otherwise on the terms of the Relevant Lease. (c) If the parties are unable to agree upon the allocation of a Property as set forth in Section 2.12(a1.6(a) and Agilent MRV does not make an election pursuant to Section 2.12(b1.6(b) above, Agilent MRV may elect by written notice to Keysight Optical Access to require Keysight Optical Access or its applicable Subsidiary to vacate the relevant Property immediately or by such other date as may be specified in the notice served by Agilent MRV (the “"Notice Date”"), in which case Keysight Optical Access shall vacate or cause its applicable Subsidiary to vacate the relevant Property on the Notice Date but shall indemnify Agilent MRV and its applicable Subsidiary from and against all reasonable costs, claims, losses, liabilities and damages in relation to the relevant Property arising from and including the Operational Separation Date to and including the later of the Notice Date and date on which Keysight Optical Access or its applicable Subsidiary vacates the relevant Property in accordance with and pursuant to the Separation Agreement. (d) If, with respect to any Keysight Leased Property, the parties are unable to agree upon the allocation of a Property as set forth in Section 2.12(a), Keysight may by written notice to Agilent elect to apply to the relevant Landlord except for consent to sublease all of the relevant Property to Agilent for the remainder of the Relevant Lease term less three days at a rent equal to the rent from time to time under the Relevant Lease, but otherwise on substantially the same terms and conditions as the Relevant Lease. If Keysight makes such an election, until such time as the relevant Lease Consent is obtained and a sublease is completed, the provisions of Section 2.11 will apply and, on the grant of the Lease Consent required to sublease the Keysight Leased Property in question, Keysight shall sublease or cause its applicable Subsidiary to sublease to Agilent the relevant Property in accordance with Section 2.6. (e) If the parties are unable to agree upon the allocation of a Property as set forth in Section 2.12(a) and Keysight does not make an election pursuant to Section 2.12(d) above, Keysight may elect by written notice to Agilent to require Agilent to vacate the relevant Property immediately or by such other date as may be specified in the notice served by Keysight (the “Keysight Notice Date”), in which case Agilent shall vacate the relevant Property on the Keysight Notice Date but shall indemnify Keysight and its applicable Subsidiary from and against all reasonable any costs, claims, losses, liabilities and damages in relation to the relevant Property arising from and including the Operational Separation Date to and including the later of the Keysight Notice Date and date on which Agilent vacates the relevant Property in accordance with and pursuant to the Separation Agreement.damages, claims and

Obligation to Complete. (a) If, with respect to any Moon Leased Property, Keysight SpinCo Leased Property, Moon Sublease Property or Keysight SpinCo Sublease Property, at any time the relevant Lease Consent is lawfully, formally and unconditionally refused in writing, Agilent Moon, Clover and Keysight SpinCo shall commence good faith negotiations and use commercially reasonable best efforts to determine how to allocate the applicable Property, based on the relative importance of the applicable Property to the operations of each party, the size of the applicable Property, the value of assets associated with each business and cost to relocate, the number of employees of each party at the applicable Property Property, the value of assets associated with each business, the cost to relocate, and the potential risk and liability to each party in the event an any enforcement action is brought by the applicable Landlord. Such commercially reasonable best efforts shall include consideration of alternate structures to accommodate the needs of both parties each party and the allocation of the costs thereof, including entering into amendments of the size, term or other terms of the Relevant Lease, restructuring a proposed lease assignment to be a sublease and relocating one party. If the parties are unable to agree upon an allocation of the Property within 15 fifteen (15) days after commencement of negotiations between the parties as described above, then either party may, by delivering written notice to the other, require that the matter be referred to the Chief Financial Officers of both partieseach party. In such event, the Chief Financial Officers shall use commercially reasonable best efforts to determine the allocation of the Property, including having a meeting or telephone conference within 10 ten (10) days thereafter. If the parties are unable to agree upon the allocation of an applicable Property within 15 fifteen (15) days after the matter is referred to the Chief Financial Officers of the parties as described above, the disposition of the applicable Property and the risks associated therewith shall be allocated between the parties as set forth in subparts (bSection 2.12(b) and (c) of this section below). (b) If, with respect to any Moon Leased Property or SpinCo Leased Property, the parties are unable to agree upon the allocation of a Property as set forth in Section 2.12(a), Agilent the party named as tenant under the Relevant Lease may by written notice to Keysight the other party elect to apply to the relevant Landlord for consent to sublease all of the relevant Property to Keysight the other party for the remainder of the Relevant Lease term less three days one (1) day at a rent equal to the rent from time to time under the Relevant Lease, but otherwise on substantially the same terms and conditions as the Relevant Lease. If Agilent such party makes such an election, until such time as the relevant Lease Consent is obtained and a sublease is completed, the provisions of Section 2.10 and Section 2.11, as applicable, will apply and, on the grant of the Lease Consent required to sublease the Leased Property in question, Agilent the named tenant shall sublease or cause its applicable Subsidiary to sublease to Keysight the other party or its Subsidiary the relevant Property in accordance with Section 2.5. (c) If the parties are unable to agree upon the allocation of a Property as set forth in Section 2.12(a) and, as to any Moon Leased Property, SpinCo Leased Property, Moon Subleased Property or SpinCo Subleased Property, and Agilent does not make neither party makes an election pursuant to Section 2.12(b) aboveor if the Landlord does not grant the relevant Lease Consent referenced in Section 2.12(b), Agilent then the entity named on the Relevant Lease may elect by written notice to Keysight the other party to require Keysight the other party to vacate the relevant Property immediately or by such other a date certain, which date shall allow a reasonable opportunity to make the appropriate practical arrangements to vacate the Property (considering the impact to both Moon and SpinCo), as may be specified in the notice served by Agilent (the “Notice Date”), in which case Keysight the recipient of such notice shall vacate the relevant Property on the Notice Date but shall indemnify Agilent and its applicable Subsidiary from and against all reasonable costs, claims, losses, liabilities and damages in relation to the relevant Property arising from and including the Operational Separation Date to and including the later of the Notice Date and date on which Keysight vacates the relevant Property in accordance with and pursuant to the Separation AgreementDate. (d) If, with respect to any Keysight Leased Property, the parties are unable to agree upon the allocation of a Property as set forth in Section 2.12(a), Keysight may by written notice to Agilent elect to apply to the relevant Landlord for consent to sublease all of the relevant Property to Agilent for the remainder of the Relevant Lease term less three days at a rent equal to the rent from time to time under the Relevant Lease, but otherwise on substantially the same terms and conditions as the Relevant Lease. If Keysight makes such an election, until such time as the relevant Lease Consent is obtained and a sublease is completed, the provisions of Section 2.11 will apply and, on the grant of the Lease Consent required to sublease the Keysight Leased Property in question, Keysight shall sublease or cause its applicable Subsidiary to sublease to Agilent the relevant Property in accordance with Section 2.6. (e) If the parties are unable to agree upon the allocation of a Property as set forth in Section 2.12(a) and Keysight does not make an election pursuant to Section 2.12(d) above, Keysight may elect by written notice to Agilent to require Agilent to vacate the relevant Property immediately or by such other date as may be specified in the notice served by Keysight (the “Keysight Notice Date”), in which case Agilent shall vacate the relevant Property on the Keysight Notice Date but shall indemnify Keysight and its applicable Subsidiary from and against all reasonable costs, claims, losses, liabilities and damages in relation to the relevant Property arising from and including the Operational Separation Date to and including the later of the Keysight Notice Date and date on which Agilent vacates the relevant Property in accordance with and pursuant to the Separation Agreement.

Obligation to Complete. (a) If, with respect to any Leased Property, Keysight Leased Property, Sublease Property or Keysight Sublease Property, at any time the relevant Lease Consent is formally and unconditionally refused in writing, Agilent 3Com and Keysight Palm shall commence good faith negotiations and use commercially reasonable efforts to determine how to allocate the applicable Property, based on the relative importance of the applicable Property to the operations of each party, the size of the applicable Property, the value of assets associated with each business and cost to relocate, the number of employees of each party at the applicable Property and the potential risk and liability to each party in the event an enforcement action is brought by the applicable Landlord. Such commercially reasonable efforts shall include consideration of alternate structures to accommodate the needs of both parties and the allocation of the costs thereof, including entering into amendments of the size, term or other terms of the Relevant Lease, restructuring a proposed lease assignment to be a sublease and relocating one party. If the parties are unable to agree upon an allocation of the Property within 15 fifteen (15) days after commencement of negotiations between the parties as described above, then either party may, by delivering written notice to the other, require that the matter be referred to the Chief Financial Officers of both parties. In such event, the Chief Financial Officers shall use commercially reasonable efforts to determine the allocation of the Property, including having a meeting or telephone conference within 10 ten (10) days thereafter. If the parties are unable to agree upon the allocation of an applicable Property within 15 fifteen (15) days after the matter is referred to the Chief Financial Officers of the parties as described above, the disposition of the applicable Property and the risks associated therewith shall be allocated between the parties as set forth in subparts (b) and (c) of this section below. (b) If, with respect to any Leased Property, the parties are unable to agree upon the allocation of a Property as set forth in Section 2.12(a1.6(a), Agilent 3Com may by written notice to Keysight Palm elect to apply to the relevant Landlord for consent to sublease all of the relevant Property to Keysight Palm or its applicable Subsidiary for the remainder of the Relevant Lease term less three (3) days at a rent equal to the rent from time to time under the Relevant Lease, but otherwise on substantially the same terms and conditions as the Relevant Lease. If Agilent 3Com makes such an election, until such time as the relevant Lease Consent is obtained and a sublease is completed, the provisions of Section 2.10 1.5 will apply and, on the grant of the Lease Consent required to sublease the Leased Property in question, Agilent 3Com shall sublease or cause its applicable Subsidiary to sublease to Keysight Palm or its applicable Subsidiary the relevant Property which sublease shall be for the term and rent set forth in accordance with Section 2.5the Relevant Lease and otherwise on the terms of the Relevant Lease. (c) If the parties are unable to agree upon the allocation of a Property as set forth in Section 2.12(a1.6(a) and Agilent 3Com does not make an election pursuant to Section 2.12(b1.6(b) above, Agilent 3Com may elect by written notice to Keysight Palm to require Keysight Palm or its applicable Subsidiary to vacate the relevant Property immediately or by such other date as may be specified in the notice served by Agilent 3Com (the “"Notice Date”"), in which case Keysight Palm shall vacate or cause its applicable Subsidiary to vacate the relevant Property on the Notice Date but shall indemnify Agilent 3Com and its applicable Subsidiary from and against all reasonable costs, claims, losses, liabilities and damages in relation to the relevant Property arising from and including the Operational Separation Date to and including the later of the Notice Date and date on which Keysight Palm or its applicable Subsidiary vacates the relevant Property in accordance with Property, except for any costs, losses, damages, claims and pursuant to the Separation Agreement. (d) If, liabilities incurred by 3Com or its Subsidiary with respect to any Keysight Leased Property, enforcement action taken by the parties are unable Landlord against 3Com or its Subsidiary with respect to agree upon the allocation of a Property as set forth in Section 2.12(a), Keysight may any breach by written notice to Agilent elect to apply to the relevant Landlord for consent to sublease all of the relevant Property to Agilent for the remainder 3Com or its Subsidiary of the Relevant Lease term less three days at a rent equal to the rent from time to time under the Relevant Lease, but otherwise on substantially the same terms and conditions as the Relevant Lease. If Keysight makes such an election, until such time as the relevant Lease Consent is obtained and a sublease is completed, the provisions of Section 2.11 will apply and, on the grant of the Lease Consent required to sublease the Keysight Leased Property in question, Keysight shall sublease permitting Palm or cause its applicable Subsidiary to sublease so occupy the Property without obtaining the required Lease Consent. Neither Palm nor its applicable Subsidiary shall be entitled to Agilent the relevant Property in accordance make any claim or demand against or obtain reimbursement from 3Com or its applicable Subsidiary with Section 2.6. (e) If the parties are unable respect to agree upon the allocation any costs, losses, claims, liabilities or damages incurred by Palm or its applicable Subsidiary as a consequence of a Property as set forth in Section 2.12(a) and Keysight does not make an election pursuant to Section 2.12(d) above, Keysight may elect by written notice to Agilent to require Agilent being obliged to vacate the relevant Property immediately or by such other date as obtaining alternative premises, including, without limitation, any enforcement action which a Landlord may be specified in the notice served by Keysight (the “Keysight Notice Date”), in which case Agilent shall vacate the relevant Property on the Keysight Notice Date but shall indemnify Keysight and take against Palm or its applicable Subsidiary from and against all reasonable costs, claims, losses, liabilities and damages in relation to the relevant Property arising from and including the Operational Separation Date to and including the later of the Keysight Notice Date and date on which Agilent vacates the relevant Property in accordance with and pursuant to the Separation AgreementSubsidiary.

Obligation to Complete. (a) If, with respect to any Leased Property, Keysight Leased Property, Sublease Property or Keysight Sublease Property, at any time the relevant Lease Consent is formally and unconditionally refused in writing, Agilent MAG and Keysight MercFuel shall commence good faith negotiations and use commercially reasonable efforts to determine how to allocate the applicable Property, based on the relative importance of the applicable Property to the operations of each party, the size of the applicable Property, the value of assets associated with each business and cost to relocate, the number of employees of each party at the applicable Property and the potential risk and liability to each party in the event an enforcement action is brought by the applicable Landlord. Such commercially reasonable efforts shall include consideration of alternate structures to accommodate the needs of both parties and the allocation of the costs thereof, including entering into amendments of the size, term or other terms of the Relevant Lease, restructuring a proposed lease assignment to be a sublease and relocating one party. If the parties are unable to agree upon an allocation of the Property within 15 fifteen (15) days after commencement of negotiations between the parties as described above, then either party may, by delivering written notice to the other, require that the matter be referred to the Chief Financial Officers of both parties. In such event, the Chief Financial Officers shall use commercially reasonable efforts to determine the allocation of the Property, including having a meeting or telephone conference within 10 ten (10) days thereafter. If the parties are unable to agree upon the allocation of an applicable Property within 15 fifteen (15) days after the matter is referred to the Chief Financial Officers of the parties as described above, the disposition of the applicable Property and the risks associated therewith shall be allocated between the parties as set forth in subparts (b) and (c) of this section below. (b) If, with respect to any Leased Property, the parties are unable to agree upon the allocation of a Property as set forth in Section 2.12(a1.6(a), Agilent MAG may by written notice to Keysight MercFuel elect to apply to the relevant Landlord for consent to sublease all of the relevant Property to Keysight MercFuel or its applicable Subsidiary for the remainder of the Relevant Lease term less three (3) days at a rent equal to the rent from time to time under the Relevant Lease, but otherwise on substantially the same terms and conditions as the Relevant Lease. If Agilent MAG makes such an election, until such time as the relevant Lease Consent is obtained and a sublease is completed, the provisions of Section 2.10 1.5 will apply and, on the grant of the Lease Consent required to sublease the Leased Property in question, Agilent MAG shall sublease or cause its applicable Subsidiary to sublease to Keysight MercFuel or its applicable Subsidiary the relevant Property which sublease shall be for the term and rent set forth in accordance with Section 2.5the Relevant Lease and otherwise on the terms of the Relevant Lease. (c) If the parties are unable to agree upon the allocation of a Property as set forth in Section 2.12(a1.6(a) and Agilent MAG does not make an election pursuant to Section 2.12(b1.6(b) above, Agilent MAG may elect by written notice to Keysight MercFuel to require Keysight MercFuel or its applicable Subsidiary to vacate the relevant Property immediately or by such other date as may be specified in the notice served by Agilent MAG (the “"Notice Date”"), in which case Keysight MercFuel shall vacate or cause its applicable Subsidiary to vacate the relevant Property on the Notice Date but shall indemnify Agilent MAG and its applicable Subsidiary from and against all reasonable costs, claims, losses, liabilities and damages in relation to the relevant Property arising from and including the Operational Separation Date to and including the later of the Notice Date and date on which Keysight MercFuel or its applicable Subsidiary vacates the relevant Property in accordance with Property, except for any costs, losses, damages, claims and pursuant to the Separation Agreement. (d) If, liabilities incurred by MAG or its Subsidiary with respect to any Keysight Leased Property, enforcement action taken by the parties are unable Landlord against MAG or its Subsidiary with respect to agree upon the allocation of a Property as set forth in Section 2.12(a), Keysight may any breach by written notice to Agilent elect to apply to the relevant Landlord for consent to sublease all of the relevant Property to Agilent for the remainder MAG or its Subsidiary of the Relevant Lease term less three days at a rent equal to the rent from time to time under the Relevant Lease, but otherwise on substantially the same terms and conditions as the Relevant Lease. If Keysight makes such an election, until such time as the relevant Lease Consent is obtained and a sublease is completed, the provisions of Section 2.11 will apply and, on the grant of the Lease Consent required to sublease the Keysight Leased Property in question, Keysight shall sublease permitting MercFuel or cause its applicable Subsidiary to sublease so occupy the Property without obtaining the required Lease Consent. Neither MercFuel nor its applicable Subsidiary shall be entitled to Agilent the relevant Property in accordance make any claim or demand against or obtain reimbursement from MAG or its applicable Subsidiary with Section 2.6. (e) If the parties are unable respect to agree upon the allocation any costs, losses, claims, liabilities or damages incurred by MercFuel or its applicable Subsidiary as a consequence of a Property as set forth in Section 2.12(a) and Keysight does not make an election pursuant to Section 2.12(d) above, Keysight may elect by written notice to Agilent to require Agilent being obliged to vacate the relevant Property immediately or by such other date as obtaining alternative premises, including, without limitation, any enforcement action which a Landlord may be specified in the notice served by Keysight (the “Keysight Notice Date”), in which case Agilent shall vacate the relevant Property on the Keysight Notice Date but shall indemnify Keysight and take against MercFuel or its applicable Subsidiary from and against all reasonable costs, claims, losses, liabilities and damages in relation to the relevant Property arising from and including the Operational Separation Date to and including the later of the Keysight Notice Date and date on which Agilent vacates the relevant Property in accordance with and pursuant to the Separation AgreementSubsidiary.

Obligation to Complete. (a) If, with respect to any Leased Property, Keysight Leased Property, Sublease Property or Keysight Sublease Property, at any time the relevant Lease Consent is formally and unconditionally refused in writing, Agilent LSI Logic and Keysight SSI shall commence good faith negotiations and use commercially reasonable efforts to determine how to allocate the applicable Property, based on the relative importance of the applicable Property to the operations of each party, the size of the applicable Property, the value of assets associated with each business and cost to relocate, the number of employees of each party at the applicable Property and the potential risk and liability to each party in the event an enforcement action is brought by the applicable Landlord. Such commercially reasonable efforts shall include consideration of alternate structures to accommodate the needs of both parties and the allocation of the costs thereof, including entering into amendments of the size, term or other terms of the Relevant Lease, restructuring a proposed lease assignment to be a sublease and relocating one party. If the parties are unable to agree upon an allocation of the Property within 15 fifteen (15) days after commencement of negotiations between the parties as described above, then either party may, by delivering written notice to the other, require that the matter be referred to the Chief Financial Officers of both parties. In such event, the Chief Financial Officers shall use commercially reasonable efforts to determine the allocation of the Property, including having a meeting or telephone conference within 10 five (5) business days thereafter. If the parties are unable to agree upon the allocation of an applicable Property within 15 five (5) business days after the matter is referred to the Chief Financial Officers of the parties as described above, the disposition of the applicable Property and the risks associated therewith shall be allocated between the parties as set forth in subparts (b) and (c) of this section below. (b) If, with respect to any Leased Property, the parties are unable to agree upon the allocation of a Property as set forth in Section 2.12(a1.6(a), Agilent LSI Logic may by written notice to Keysight SSI elect to apply to the relevant Landlord for consent to sublease all of the relevant Property to Keysight SSI for the remainder of the Relevant Lease term less three (3) days at a rent equal to the rent from time to time under the Relevant Lease, but otherwise on substantially the same terms and conditions as the Relevant Lease. If Agilent LSI Logic makes such an election, until such time as the relevant Lease Consent is obtained and a sublease is completed, the provisions of Section 2.10 1.5 will apply and, on the grant of the Lease Consent required to sublease the Leased Property in question, Agilent LSI Logic shall sublease or cause its applicable Subsidiary to sublease to Keysight SSI the relevant Property Property, which sublease shall be for a term and rent set forth in accordance with Section 2.5the Relevant Lease and otherwise on the terms of the Relevant Lease. (c) If the parties are unable to agree upon the allocation of a Property as set forth in Section 2.12(a1.6(a) and Agilent LSI Logic does not make an election pursuant to Section 2.12(b1.6(b) above, Agilent LSI Logic may elect by written notice to Keysight SSI to require Keysight SSI to vacate the relevant Property immediately or by such other date as may be specified in the notice served by Agilent LSI Logic (the “"Notice Date”"), in which case Keysight SSI shall vacate or cause its applicable Subsidiary to vacate the relevant Property on the Notice Date but shall indemnify Agilent LSI Logic and its applicable Subsidiary from and against all reasonable costs, claims, losses, liabilities and damages in relation to the relevant Property arising from and including the Operational Separation Date to and including the later of the Notice Date and date on which Keysight SSI or its applicable Subsidiary vacates the relevant Property in accordance with Property, except for any costs, losses, damages, claims and pursuant to the Separation Agreement. (d) If, liabilities incurred by LSI Logic or its Subsidiary with respect to any Keysight Leased Property, enforcement action taken by the parties are unable Landlord against LSI Logic or its Subsidiary with respect to agree upon the allocation of a Property as set forth in Section 2.12(a), Keysight may any breach by written notice to Agilent elect to apply to the relevant Landlord for consent to sublease all of the relevant Property to Agilent for the remainder LSI Logic or its Subsidiary of the Relevant Lease term less three days at a rent equal in permitting SSI or its Subsidiary to so occupy the rent from time to time under Property without obtaining the Relevant Lease, but otherwise on substantially the same terms and conditions as the Relevant Leaserequired Lease Consent. If Keysight makes such an election, until such time as the relevant Lease Consent is obtained and a sublease is completed, the provisions of Section 2.11 will apply and, on the grant of the Lease Consent required to sublease the Keysight Leased Property in question, Keysight shall sublease or cause Neither SSI nor its applicable Subsidiary shall be entitled to sublease make any claim or demand against or obtain reimbursement from LSI Logic or its applicable Subsidiary with respect to Agilent the relevant Property in accordance with Section 2.6. (e) If the parties are unable to agree upon the allocation any costs, losses, claims, liabilities or damages incurred by SSI or its Subsidiary as a consequence of a Property as set forth in Section 2.12(a) and Keysight does not make an election pursuant to Section 2.12(d) above, Keysight may elect by written notice to Agilent to require Agilent being obliged to vacate the relevant Property immediately or by such other date as obtaining alternative premises, including, without limitation, any enforcement action which a Landlord may be specified in the notice served by Keysight (the “Keysight Notice Date”), in which case Agilent shall vacate the relevant Property on the Keysight Notice Date but shall indemnify Keysight and take against SSI or its applicable Subsidiary from and against all reasonable costs, claims, losses, liabilities and damages in relation to the relevant Property arising from and including the Operational Separation Date to and including the later of the Keysight Notice Date and date on which Agilent vacates the relevant Property in accordance with and pursuant to the Separation AgreementSubsidiary.

Obligation to Complete. (a) If, with respect to any Moon Leased Property, Keysight SpinCo Leased Property, Moon Sublease Property Property, SpinCo Sublease Property, Moon Shared Service Property, SpinCo Shared Service Property, or Keysight Sublease Split Lease Property, at any time the relevant Lease Consent is lawfully, formally and unconditionally refused in writing, Agilent Moon, Clover and Keysight SpinCo shall commence good faith negotiations and use commercially reasonable best efforts to determine how to allocate the applicable Property, based on the relative importance of the applicable Property to the operations of each party, the size of the applicable Property, the value of assets associated with each business and cost to relocate, the number of employees of each party at the applicable Property Property, the value of assets associated with each business, the cost to relocate, and the potential risk and liability to each party in the event an any enforcement action is brought by the applicable Landlord. Such commercially reasonable best efforts shall include consideration of alternate structures to accommodate the needs of both parties each party and the allocation of the costs thereof, including entering into amendments of the size, term or other terms of the Relevant Lease, restructuring a proposed lease assignment to be a sublease and relocating one party. If the parties are unable to agree upon an allocation of the Property within 15 fifteen (15) days after commencement of negotiations between the parties as described above, then either party may, by delivering written notice to the other, require that the matter be referred to the Chief Financial Officers of both partieseach party. In such event, the Chief Financial Officers shall use commercially reasonable best efforts to determine the allocation of the Property, including having a meeting or telephone conference within 10 ten (10) days thereafter. If the parties are unable to agree upon the allocation of an applicable Property within 15 fifteen (15) days after the matter is referred to the Chief Financial Officers of the parties as described above, the disposition of the applicable Property and the risks associated therewith shall be allocated between the parties as set forth in subparts (bSection 2.15(b) and (c) of this section below). (b) If, with respect to any Moon Leased Property, SpinCo Leased Property or Split Lease Property, the parties are unable to agree upon the allocation of a Property as set forth in Section 2.12(a2.15(a), Agilent the party named as tenant under the Relevant Lease or Pre-Split Lease, as applicable, may by written notice to Keysight the other party elect to apply to the relevant Landlord for consent to sublease all of the relevant Property to Keysight the other party for the remainder of the Relevant Lease term less three days one (1) day at a rent equal to the rent from time to time under the Relevant Lease or Pre-Split Lease, as applicable, but otherwise on substantially the same terms and conditions as the Relevant Lease or Pre-Split Lease, as applicable. If Agilent such party makes such an election, until such time as the relevant Lease Consent is obtained and a sublease is completed, the provisions of Section 2.10 2.13 and Section 2.14, as applicable, will apply and, on the grant of the Lease Consent required to sublease the Leased Property in question, Agilent the named tenant shall sublease or cause its applicable Subsidiary to sublease to Keysight the other party or its Subsidiary the relevant Property in accordance with Section 2.52.5 or Section 2.6, as applicable. (c) If the parties are unable to agree upon the allocation of a Property as set forth in Section 2.12(a2.15(a) and, as to any Moon Leased Property, SpinCo Leased Property, Moon Subleased Property, SpinCo Subleased Property or Split Lease Property, and Agilent does not make neither party makes an election pursuant to Section 2.12(b2.15(b) aboveor if the Landlord does not grant the relevant Lease Consent referenced in Section 2.15(b), Agilent then the entity named on the Relevant Lease or the Pre-Split Lease, as applicable, may elect by written notice to Keysight the other party to require Keysight the other party to vacate the relevant Property immediately or by such other a date certain, which date shall allow a reasonable opportunity to make the appropriate practical arrangements to vacate the Property (considering the impact to both Moon and SpinCo), as may be specified in the notice served by Agilent (the “Notice Date”), in which case Keysight the recipient of such notice shall vacate the relevant Property on the Notice Date but shall indemnify Agilent and its applicable Subsidiary from and against all reasonable costs, claims, losses, liabilities and damages in relation to the relevant Property arising from and including the Operational Separation Date to and including the later of the Notice Date and date on which Keysight vacates the relevant Property in accordance with and pursuant to the Separation AgreementDate. (d) If, with respect to any Keysight Leased Property, the parties are unable to agree upon the allocation of a Property as set forth in Section 2.12(a), Keysight may by written notice to Agilent elect to apply to the relevant Landlord for consent to sublease all of the relevant Property to Agilent for the remainder of the Relevant Lease term less three days at a rent equal to the rent from time to time under the Relevant Lease, but otherwise on substantially the same terms and conditions as the Relevant Lease. If Keysight makes such an election, until such time as the relevant Lease Consent is obtained and a sublease is completed, the provisions of Section 2.11 will apply and, on the grant of the Lease Consent required to sublease the Keysight Leased Property in question, Keysight shall sublease or cause its applicable Subsidiary to sublease to Agilent the relevant Property in accordance with Section 2.6. (e) If the parties are unable to agree upon the allocation of a Property as set forth in Section 2.12(a) and Keysight does not make an election pursuant to Section 2.12(d) above, Keysight may elect by written notice to Agilent to require Agilent to vacate the relevant Property immediately or by such other date as may be specified in the notice served by Keysight (the “Keysight Notice Date”), in which case Agilent shall vacate the relevant Property on the Keysight Notice Date but shall indemnify Keysight and its applicable Subsidiary from and against all reasonable costs, claims, losses, liabilities and damages in relation to the relevant Property arising from and including the Operational Separation Date to and including the later of the Keysight Notice Date and date on which Agilent vacates the relevant Property in accordance with and pursuant to the Separation Agreement.

Obligation to Complete. (a) If, with respect to any Leased Property, Keysight Leased Property, Sublease Property or Keysight Sublease Property, at any time the relevant Lease Consent is formally and unconditionally refused in writing, Agilent LSI Logic and Keysight SSI shall commence good faith negotiations and use commercially reasonable efforts to determine how to allocate the applicable Property, based on the relative importance of the applicable Property to the operations of each party, the size of the applicable Property, the value of assets associated with each business and cost to relocate, the number of employees of each party at the applicable Property and the potential risk and liability to each party in the event an enforcement action is brought by the applicable Landlord. Such commercially reasonable efforts shall include consideration of alternate structures to accommodate the needs of both parties and the allocation of the costs thereof, including entering into amendments of the size, term or other terms of the Relevant Lease, restructuring a proposed lease assignment to be a sublease and relocating one party. If the parties are unable to agree upon an allocation of the Property within 15 fifteen (15) days after commencement of negotiations between the parties as described above, then either party may, by delivering written notice to the other, require that the matter be referred to the Chief Financial Officers of both parties. In such event, the Chief Financial Officers shall use commercially reasonable efforts to determine the allocation of the Property, including having a meeting or telephone conference within 10 five (5) business days thereafter. If the parties are unable to agree upon the allocation of an applicable Property within 15 five (5) business days after the matter is referred to the Chief Financial Officers of the parties as described above, the disposition of the applicable Property and the risks associated therewith shall be allocated between the parties as set forth in subparts (b) and (c) of this section below. (b) If, with respect to any Leased Property, the parties are unable to agree upon the allocation of a Property as set forth in Section 2.12(a1.6(a), Agilent LSI Logic may by written notice to Keysight SSI elect to apply to the relevant Landlord for consent to sublease all of the relevant Property to Keysight SSI for the remainder of the Relevant Lease term less three (3) days at a rent equal to the rent from time to time under the Relevant Lease, but otherwise on substantially the same terms and conditions as the Relevant Lease. If Agilent LSI Logic makes such an election, until such time as the relevant Lease Consent is obtained and a sublease is completed, the provisions of Section 2.10 1.5 will apply and, on the grant of the Lease Consent required to sublease the Leased Property in question, Agilent LSI Logic shall sublease or cause its applicable Subsidiary to sublease to Keysight SSI the relevant Property Property, which sublease shall be for a term and rent set forth in accordance with Section 2.5the Relevant Lease and otherwise on the terms of the Relevant Lease. (c) If the parties are unable to agree upon the allocation of a Property as set forth in Section 2.12(a1.6(a) and Agilent LSI Logic does not make an election pursuant to Section 2.12(b1.6(b) above, Agilent LSI Logic may elect by written notice to Keysight SSI to require Keysight SSI to vacate the relevant Property immediately or by such other date as may be specified in the notice served by Agilent LSI Logic (the “Notice Date”), in which case Keysight SSI shall vacate or cause its applicable Subsidiary to vacate the relevant Property on the Notice Date but shall indemnify Agilent LSI Logic and its applicable Subsidiary from and against all reasonable costs, claims, losses, liabilities and damages in relation to the relevant Property arising from and including the Operational Separation Date to and including the later of the Notice Date and date on which Keysight SSI or its applicable Subsidiary vacates the relevant Property in accordance with Property, except for any costs, losses, damages, claims and pursuant to the Separation Agreement. (d) If, liabilities incurred by LSI Logic or its Subsidiary with respect to any Keysight Leased Property, enforcement action taken by the parties are unable Landlord against LSI Logic or its Subsidiary with respect to agree upon the allocation of a Property as set forth in Section 2.12(a), Keysight may any breach by written notice to Agilent elect to apply to the relevant Landlord for consent to sublease all of the relevant Property to Agilent for the remainder LSI Logic or its Subsidiary of the Relevant Lease term less three days at a rent equal in permitting SSI or its Subsidiary to so occupy the rent from time to time under Property without obtaining the Relevant Lease, but otherwise on substantially the same terms and conditions as the Relevant Leaserequired Lease Consent. If Keysight makes such an election, until such time as the relevant Lease Consent is obtained and a sublease is completed, the provisions of Section 2.11 will apply and, on the grant of the Lease Consent required to sublease the Keysight Leased Property in question, Keysight shall sublease or cause Neither SSI nor its applicable Subsidiary shall be entitled to sublease make any claim or demand against or obtain reimbursement from LSI Logic or its applicable Subsidiary with respect to Agilent the relevant Property in accordance with Section 2.6. (e) If the parties are unable to agree upon the allocation any costs, losses, claims, liabilities or damages incurred by SSI or its Subsidiary as a consequence of a Property as set forth in Section 2.12(a) and Keysight does not make an election pursuant to Section 2.12(d) above, Keysight may elect by written notice to Agilent to require Agilent being obliged to vacate the relevant Property immediately or by such other date as obtaining alternative premises, including, without limitation, any enforcement action which a Landlord may be specified in the notice served by Keysight (the “Keysight Notice Date”), in which case Agilent shall vacate the relevant Property on the Keysight Notice Date but shall indemnify Keysight and take against SSI or its applicable Subsidiary from and against all reasonable costs, claims, losses, liabilities and damages in relation to the relevant Property arising from and including the Operational Separation Date to and including the later of the Keysight Notice Date and date on which Agilent vacates the relevant Property in accordance with and pursuant to the Separation AgreementSubsidiary.

Obligation to Complete. (a) If, with respect to any Leased Property, Keysight Leased Property, Sublease Property or Keysight Sublease PropertyRelevant Lease, at any time the relevant a Lease Consent is formally and unconditionally refused in writing, Agilent Cadence and Keysight Tality shall commence good faith negotiations and use commercially reasonable efforts to determine how to allocate the applicable Leased Property, based on the relative importance of the applicable such Leased Property to the operations of each party, the size of the applicable such Leased Property, the value of assets associated with each business and cost to relocate, the number of employees of each party at the applicable such Leased Property and the potential risk and liability to each party in the event if an enforcement action is brought by the applicable Landlord. Such commercially reasonable efforts shall include consideration of alternate structures to accommodate the needs of both parties and the allocation of the costs thereof, including entering into amendments of the size, term or other terms of the Relevant Lease, restructuring a proposed lease assignment to be a sublease and relocating one party. If the parties are unable to agree upon an allocation of the such Leased Property within 15 fifteen (15) days after commencement of negotiations between the parties as described above, then either party may, by delivering written notice to the other, require that the matter be referred to the Chief Financial Officers of both parties. In such event, the Chief Financial Officers shall use commercially reasonable efforts to determine the allocation of the such Leased Property, including having a meeting or telephone conference within 10 ten (10) days thereafter. If the parties are unable to agree upon the allocation of an applicable such Leased Property within 15 fifteen (15) days after the matter is referred to the Chief Financial Officers of the parties as described above, the disposition of the applicable such Leased Property and the risks associated therewith shall be allocated between the parties as set forth in subparts (b) and (c) of this section below. (b) If, with respect to any Leased Property, the parties are unable to agree upon the allocation of a such Leased Property as set forth in Section 2.12(a2.7(a), Agilent Cadence may by written notice to Keysight the Partnership elect to apply to the relevant Landlord for consent to sublease all of the relevant such Leased Property to Keysight the Partnership or its applicable Subsidiary for the remainder of the Relevant Lease term term, less three days (3) days, at a rent equal to the rent from time to time under the Relevant Lease, but and otherwise on substantially the same terms and conditions as the Relevant Lease. If Agilent Cadence makes such an election, then, until such time as the relevant Lease Consent is obtained and a sublease is completed, the provisions of Section 2.10 2.6 will apply and, on upon the grant of the Lease Consent required to sublease the such Leased Property in questionProperty, Agilent Cadence shall sublease or cause its applicable Subsidiary to sublease to Keysight the relevant Property Partnership or its applicable Subsidiary such Leased Property, which sublease shall be for the term (less three days) and rent set forth in accordance with Section 2.5the Relevant Lease and otherwise on the terms of the Relevant Lease. (c) If the parties are unable to agree upon the allocation of a Leased Property as set forth in Section 2.12(a2.7(a) and Agilent Cadence does not make an election pursuant to Section 2.12(b2.7(b) above, Agilent then Cadence may elect by written notice to Keysight the Partnership to require Keysight the Partnership or its applicable Subsidiary to vacate the relevant such Leased Property immediately or by such other date as may be specified in the notice served by Agilent Cadence (the “Notice Date”"NOTICE DATE"), in which case Keysight the Partnership shall vacate the relevant or cause its applicable Subsidiary to vacate such Leased Property on the Notice Date but shall indemnify Agilent Cadence and its applicable Subsidiary from and against all reasonable costs, claims, losses, liabilities and damages in relation to the relevant such Leased Property arising from and including the Operational Separation Date to and including the later of the Notice Date and date on which Keysight the Partnership or its applicable Subsidiary vacates the relevant Property in accordance with such Leased Property, except for any costs, losses, damages, claims and pursuant to the Separation Agreement. (d) If, liabilities incurred by Cadence or its Subsidiary with respect to any Keysight Leased Property, enforcement action taken by the parties are unable Landlord against Cadence or its Subsidiary with respect to agree upon the allocation of a Property as set forth in Section 2.12(a), Keysight may any breach by written notice to Agilent elect to apply to the relevant Landlord for consent to sublease all of the relevant Property to Agilent for the remainder Cadence or its Subsidiary of the Relevant Lease term less three days at a rent equal to in permitting the rent from time to time under the Relevant Lease, but otherwise on substantially the same terms and conditions as the Relevant Lease. If Keysight makes such an election, until such time as the relevant Lease Consent is obtained and a sublease is completed, the provisions of Section 2.11 will apply and, on the grant of the Lease Consent required to sublease the Keysight Leased Property in question, Keysight shall sublease Partnership or cause its applicable Subsidiary to sublease to Agilent so occupy such Leased Property without obtaining the relevant Property in accordance with Section 2.6. (e) If required Lease Consent. Neither the parties are unable to agree upon the allocation of a Property as set forth in Section 2.12(a) and Keysight does not make an election pursuant to Section 2.12(d) above, Keysight may elect by written notice to Agilent to require Agilent to vacate the relevant Property immediately or by such other date as may be specified in the notice served by Keysight (the “Keysight Notice Date”), in which case Agilent shall vacate the relevant Property on the Keysight Notice Date but shall indemnify Keysight and Partnership nor its applicable Subsidiary shall be entitled to make any claim or demand against or obtain reimbursement from and against all reasonable Cadence or its applicable Subsidiary with respect to any costs, losses, claims, lossesliabilities or damages incurred by the Partnership or its applicable Subsidiary as a consequence of being obliged to vacate such Leased Property or obtaining alternative premises, liabilities and damages in relation to including, without limitation, any enforcement action which a Landlord may take against the relevant Property arising from and including the Operational Separation Date to and including the later of the Keysight Notice Date and date on which Agilent vacates the relevant Property in accordance with and pursuant to the Separation AgreementPartnership or its applicable Subsidiary.

Obligation to Complete. (a) If, with respect to any Leased Property, Keysight Leased Property, Sublease Property or Keysight Sublease PropertyRelevant Lease, at any time the relevant a Lease Consent is formally and unconditionally refused in writing, Agilent Cadence and Keysight Tality shall commence good faith negotiations and use commercially reasonable efforts to determine how to allocate the applicable Leased Property, based on the relative importance of the applicable such Leased Property to the operations of each party, the size of the applicable such Leased Property, the value of assets associated with each business and cost to relocate, the number of employees of each party at the applicable such Leased Property and the potential risk and liability to each party in the event if an enforcement action is brought by the applicable Landlord. Such commercially reasonable efforts shall include consideration of alternate structures to accommodate the needs of both parties and the allocation of the costs thereof, including entering into amendments of the size, term or other terms of the Relevant Lease, restructuring a proposed lease assignment to be a sublease and relocating one party. If the parties are unable to agree upon an allocation of the such Leased Property within 15 fifteen (15) days after commencement of negotiations between the parties as described above, then either party may, by delivering written notice to the other, require that the matter be referred to the Chief Financial Officers of both parties. In such event, the Chief Financial Officers shall use commercially reasonable efforts to determine the allocation of the such Leased Property, including having a meeting or telephone conference within 10 ten (10) days thereafter. If the parties are unable to agree upon the allocation of an applicable such Leased Property within 15 fifteen (15) days after the matter is referred to the Chief Financial Officers of the parties as described above, the disposition of the applicable such Leased Property and the risks associated therewith shall be allocated between the parties as set forth in subparts (b) and (c) of this section below. (b) If, with respect to any Leased Property, the parties are unable to agree upon the allocation of a such Leased Property as set forth in Section 2.12(a2.7(a), Agilent Cadence may by written notice to Keysight the Partnership elect to apply to the relevant Landlord for consent to sublease all of the relevant such Leased Property to Keysight the Partnership or its applicable Subsidiary for the remainder of the Relevant Lease term term, less three days (3) days, at a rent equal to the rent from time to time under the Relevant Lease, but and otherwise on substantially the same terms and conditions as the Relevant Lease. If Agilent Cadence makes such an election, then, until such time as the relevant Lease Consent is obtained and a sublease is completed, the provisions of Section 2.10 2.6 will apply and, on upon the grant of the Lease Consent required to sublease the such Leased Property in questionProperty, Agilent Cadence shall sublease or cause its applicable Subsidiary to sublease to Keysight the relevant Property Partnership or its applicable Subsidiary such Leased Property, which sublease shall be for the term (less three days) and rent set forth in accordance with Section 2.5the Relevant Lease and otherwise on the terms of the Relevant Lease. (c) If the parties are unable to agree upon the allocation of a Leased Property as set forth in Section 2.12(a2.7(a) and Agilent Cadence does not make an election pursuant to Section 2.12(b2.7(b) above, Agilent then Cadence may elect by written notice to Keysight the Partnership to require Keysight the Partnership or its applicable Subsidiary to vacate the relevant such Leased Property immediately or by such other date as may be specified in the notice served by Agilent Cadence (the “"Notice Date”"), in which case Keysight the Partnership shall vacate the relevant or cause its applicable Subsidiary to vacate such Leased Property on the Notice Date but shall indemnify Agilent Cadence and its applicable Subsidiary from and against all reasonable costs, claims, losses, liabilities and damages in relation to the relevant such Leased Property arising from and including the Operational Separation Date to and including the later of the Notice Date and date on which Keysight the Partnership or its applicable Subsidiary vacates the relevant Property in accordance with such Leased Property, except for any costs, losses, damages, claims and pursuant to the Separation Agreement. (d) If, liabilities incurred by Cadence or its Subsidiary with respect to any Keysight Leased Property, enforcement action taken by the parties are unable Landlord against Cadence or its Subsidiary with respect to agree upon the allocation of a Property as set forth in Section 2.12(a), Keysight may any breach by written notice to Agilent elect to apply to the relevant Landlord for consent to sublease all of the relevant Property to Agilent for the remainder Cadence or its Subsidiary of the Relevant Lease term less three days at a rent equal to in permitting the rent from time to time under the Relevant Lease, but otherwise on substantially the same terms and conditions as the Relevant Lease. If Keysight makes such an election, until such time as the relevant Lease Consent is obtained and a sublease is completed, the provisions of Section 2.11 will apply and, on the grant of the Lease Consent required to sublease the Keysight Leased Property in question, Keysight shall sublease Partnership or cause its applicable Subsidiary to sublease to Agilent so occupy such Leased Property without obtaining the relevant Property in accordance with Section 2.6. (e) If required Lease Consent. Neither the parties are unable to agree upon the allocation of a Property as set forth in Section 2.12(a) and Keysight does not make an election pursuant to Section 2.12(d) above, Keysight may elect by written notice to Agilent to require Agilent to vacate the relevant Property immediately or by such other date as may be specified in the notice served by Keysight (the “Keysight Notice Date”), in which case Agilent shall vacate the relevant Property on the Keysight Notice Date but shall indemnify Keysight and Partnership nor its applicable Subsidiary shall be entitled to make any claim or demand against or obtain reimbursement from and against all reasonable Cadence or its applicable Subsidiary with respect to any costs, losses, claims, lossesliabilities or damages incurred by the Partnership or its applicable Subsidiary as a consequence of being obliged to vacate such Leased Property or obtaining alternative premises, liabilities and damages in relation to including, without limitation, any enforcement action which a Landlord may take against the relevant Property arising from and including the Operational Separation Date to and including the later of the Keysight Notice Date and date on which Agilent vacates the relevant Property in accordance with and pursuant to the Separation AgreementPartnership or its applicable Subsidiary.

Obligation to Complete. (a) If, with respect to any Leased Property, Keysight Leased Property, Sublease Property or Keysight Sublease Property, at any time the relevant Lease Consent is formally and unconditionally refused in writing, Agilent MRV and Keysight Luminent shall commence good faith negotiations and use commercially reasonable efforts to determine how to allocate the applicable Property, based on the relative importance of the applicable Property to the operations of each party, the size of the applicable Property, the value of assets associated with each business and cost to relocate, the number of employees of each party at the applicable Property and the potential risk and liability to each party in the event an enforcement action is brought by the applicable Landlord. Such commercially reasonable efforts shall include consideration of alternate structures to accommodate the needs of both parties and the allocation of the costs thereof, including entering into amendments of the size, term or other terms of the Relevant Lease, restructuring a proposed lease assignment to be a sublease and relocating one party. If the parties are unable to agree upon an allocation of the Property within 15 fifteen (15) days after commencement of negotiations between the parties as described above, then either party may, by delivering written notice to the other, require that the matter be referred to the Chief Financial Officers of both parties. In such event, the Chief Financial Officers shall use commercially reasonable efforts to determine the allocation of the Property, including having a meeting or telephone conference within 10 ten (10) days thereafter. If the parties are unable to agree upon the allocation of an applicable Property within 15 fifteen (15) days after the matter is referred to the Chief Financial Officers of the parties as described above, the disposition of the applicable Property and the risks associated therewith shall be allocated between the parties as set forth in subparts (b) and (c) of this section below. (b) If, with respect to any Leased Property, the parties are unable to agree upon the allocation of a Property as set forth in Section 2.12(a1.6(a), Agilent MRV may by written notice to Keysight Luminent elect to apply to the relevant Landlord for consent to sublease all of the relevant Property to Keysight Luminent or its applicable Subsidiary for the remainder of the Relevant Lease term less three (3) days at a rent equal to the rent from time to time under the Relevant Lease, but otherwise on substantially the same terms and conditions as the Relevant Lease. If Agilent MRV makes such an election, until such time as the relevant Lease Consent is obtained and a sublease is completed, the provisions of Section 2.10 1.5 will apply and, on the grant of the Lease Consent required to sublease the Leased Property in question, Agilent MRV shall sublease or cause its applicable Subsidiary to sublease to Keysight Luminent or its applicable Subsidiary the relevant Property which sublease shall be for the term and rent set forth in accordance with Section 2.5the Relevant Lease and otherwise on the terms of the Relevant Lease. (c) If the parties are unable to agree upon the allocation of a Property as set forth in Section 2.12(a1.6(a) and Agilent MRV does not make an election pursuant to Section 2.12(b1.6(b) above, Agilent MRV may elect by written notice to Keysight Luminent to require Keysight Luminent or its applicable Subsidiary to vacate the relevant Property immediately or by such other date as may be specified in the notice served by Agilent MRV (the “"Notice Date”"), in which case Keysight Luminent shall vacate or cause its applicable Subsidiary to vacate the relevant Property on the Notice Date but shall indemnify Agilent MRV and its applicable Subsidiary from and against all reasonable costs, claims, losses, liabilities and damages in relation to the relevant Property arising from and including the Operational Separation Date to and including the later of the Notice Date and date on which Keysight vacates the relevant Property in accordance with and pursuant to the Separation Agreement. (d) If, with respect to any Keysight Leased Property, the parties are unable to agree upon the allocation of a Property as set forth in Section 2.12(a), Keysight may by written notice to Agilent elect to apply to the relevant Landlord for consent to sublease all of the relevant Property to Agilent for the remainder of the Relevant Lease term less three days at a rent equal to the rent from time to time under the Relevant Lease, but otherwise on substantially the same terms and conditions as the Relevant Lease. If Keysight makes such an election, until such time as the relevant Lease Consent is obtained and a sublease is completed, the provisions of Section 2.11 will apply and, on the grant of the Lease Consent required to sublease the Keysight Leased Property in question, Keysight shall sublease or cause its applicable Subsidiary to sublease to Agilent the relevant Property in accordance with Section 2.6. (e) If the parties are unable to agree upon the allocation of a Property as set forth in Section 2.12(a) and Keysight does not make an election pursuant to Section 2.12(d) above, Keysight may elect by written notice to Agilent to require Agilent to vacate the relevant Property immediately or by such other date as may be specified in the notice served by Keysight (the “Keysight Notice Date”), in which case Agilent shall vacate the relevant Property on the Keysight Notice Date but shall indemnify Keysight and its applicable Subsidiary from and against all reasonable costs, claims, losses, liabilities and damages in relation to the relevant Property arising from and including the Operational Separation Date to and including the later of the Keysight Notice Date and date on which Agilent vacates the relevant Property in accordance with and pursuant to the Separation Agreement.the

Obligation to Complete. (a) If, with respect to any Leased Property, Keysight Leased Property, Sublease Property or Keysight Sublease Property, at any time the relevant Lease Consent is formally and unconditionally refused in writing, Agilent 3Com and Keysight Palm shall commence good faith negotiations and use commercially reasonable efforts to determine how to allocate the applicable Property, based on the relative importance of the applicable Property to the operations of each party, the size of the applicable Property, the value of assets associated with each business and cost to relocate, the number of employees of each party at the applicable Property and the potential risk and liability to each party in the event an enforcement action is brought by the applicable Landlord. Such commercially reasonable efforts shall include consideration of alternate structures to accommodate the needs of both parties and the allocation of the costs thereof, including entering into amendments of the size, term or other terms of the Relevant Lease, restructuring a proposed lease assignment to be a sublease and relocating one party. If the parties are unable to agree upon an allocation of the Property within 15 fifteen (15) days after commencement of negotiations between the parties as described above, then either party may, by delivering written notice to the other, require that the matter be referred to the Chief Financial Officers of both parties. In such event, the Chief Financial Officers shall use commercially reasonable efforts to determine the allocation of the Property, including having a meeting or telephone conference within 10 ten (10) days thereafter. If the parties are unable to agree upon the allocation of an applicable Property within 15 fifteen (15) days after the matter is referred to the Chief Financial Officers of the parties as described above, the disposition of the applicable Property and the risks associated therewith shall be allocated between the parties as set forth in subparts (b) and (c) of this section below. (b) If, with respect to any Leased Property, the parties are unable to agree upon the allocation of a Property as set forth in Section 2.12(a1.6(a), Agilent 3Com may by written notice to Keysight Palm elect to apply to the relevant Landlord for consent to sublease all of the relevant Property to Keysight Palm or its applicable Subsidiary for the remainder of the Relevant Lease term less three (3) days at a rent equal to the rent from time to time under the Relevant Lease, but otherwise on substantially the same terms and conditions as the Relevant Lease. If Agilent 3Com makes such an election, until such time as the relevant Lease Consent is obtained and a sublease is completed, the provisions of Section 2.10 1.5 will apply and, on the grant of the Lease Consent required to sublease the Leased Property in question, Agilent 3Com shall sublease or cause its applicable Subsidiary to sublease to Keysight Palm or its applicable Subsidiary the relevant Property which sublease shall be for the term and rent set forth in accordance with Section 2.5the Relevant Lease and otherwise on the terms of the Relevant Lease. (c) If the parties are unable to agree upon the allocation of a Property as set forth in Section 2.12(a1.6(a) and Agilent 3Com does not make an election pursuant to Section 2.12(b1.6(b) above, Agilent 3Com may elect by written notice to Keysight Palm to require Keysight Palm or its applicable Subsidiary to vacate the relevant Property immediately or by such other date as may be specified in the notice served by Agilent 3Com (the “Notice Date”"NOTICE DATE"), in which case Keysight Palm shall vacate or cause its applicable Subsidiary to vacate the relevant Property on the Notice Date but shall indemnify Agilent 3Com and its applicable Subsidiary from and against all reasonable costs, claims, losses, liabilities and damages in relation to the relevant Property arising from and including the Operational Separation Date to and including the later of the Notice Date and date on which Keysight Palm or its applicable Subsidiary vacates the relevant Property in accordance with Property, except for any costs, losses, damages, claims and pursuant to the Separation Agreement. (d) If, liabilities incurred by 3Com or its Subsidiary with respect to any Keysight Leased Property, enforcement action taken by the parties are unable Landlord against 3Com or its Subsidiary with respect to agree upon the allocation of a Property as set forth in Section 2.12(a), Keysight may any breach by written notice to Agilent elect to apply to the relevant Landlord for consent to sublease all of the relevant Property to Agilent for the remainder 3Com or its Subsidiary of the Relevant Lease term less three days at a rent equal to the rent from time to time under the Relevant Lease, but otherwise on substantially the same terms and conditions as the Relevant Lease. If Keysight makes such an election, until such time as the relevant Lease Consent is obtained and a sublease is completed, the provisions of Section 2.11 will apply and, on the grant of the Lease Consent required to sublease the Keysight Leased Property in question, Keysight shall sublease permitting Palm or cause its applicable Subsidiary to sublease so occupy the Property without obtaining the required Lease Consent. Neither Palm nor its applicable Subsidiary shall be entitled to Agilent the relevant Property in accordance make any claim or demand against or obtain reimbursement from 3Com or its applicable Subsidiary with Section 2.6. (e) If the parties are unable respect to agree upon the allocation any costs, losses, claims, liabilities or damages incurred by Palm or its applicable Subsidiary as a consequence of a Property as set forth in Section 2.12(a) and Keysight does not make an election pursuant to Section 2.12(d) above, Keysight may elect by written notice to Agilent to require Agilent being obliged to vacate the relevant Property immediately or by such other date as obtaining alternative premises, including, without limitation, any enforcement action which a Landlord may be specified in the notice served by Keysight (the “Keysight Notice Date”), in which case Agilent shall vacate the relevant Property on the Keysight Notice Date but shall indemnify Keysight and take against Palm or its applicable Subsidiary from and against all reasonable costs, claims, losses, liabilities and damages in relation to the relevant Property arising from and including the Operational Separation Date to and including the later of the Keysight Notice Date and date on which Agilent vacates the relevant Property in accordance with and pursuant to the Separation AgreementSubsidiary.