Common use of Occupation by Agilent Clause in Contracts

Occupation by Agilent. (a) Subject to compliance with Section 2.11(b) below, in the event that the Actual Completion Date for any Keysight Owned Property, Keysight Leased Property or Keysight Sublease Property does not occur on the Operational Separation Date, Agilent shall, commencing on the Operational Separation Date, be entitled to occupy and receive the rental income from the relevant Property (except to the extent that the same is a Retained Part) upon the terms and conditions contained in the Lease Form (as to Keysight Owned Properties), as a licensee upon the terms and conditions contained in Keysight’s Lease (as to Keysight Leased Properties) or upon the terms and conditions contained in the Sublease Form (as to Keysight Sublease Properties). Such license shall not be revocable prior to the date for completion as provided in Sections 2.4(a) and 2.6 unless an enforcement action or forfeiture by the relevant Landlord due to Agilent’s occupation of the Property constituting a breach of Keysight’s Lease cannot, in the reasonable opinion of Keysight, be avoided other than by requiring Agilent to immediately vacate the relevant Property, in which case Keysight may by notice to Agilent immediately require Agilent to vacate the relevant Property. Agilent will be responsible for all reasonable costs, expenses and liabilities incurred by Keysight or its applicable Subsidiary as a consequence of such occupation, except for any losses, claims, costs, demands and liabilities incurred by Keysight or its Subsidiary as a result of any enforcement action taken by the Landlord against Keysight or its Subsidiary with respect to any breach by Keysight or its Subsidiary of the Relevant Lease in permitting Agilent to so occupy the Property without obtaining the required Lease Consent, for which Keysight or its Subsidiary shall be solely responsible. Agilent shall not be entitled to make any claim or demand against, or obtain reimbursement from, Keysight or its applicable Subsidiary with respect to any costs, losses, claims, liabilities or damages incurred by Agilent as a consequence of being obliged to vacate the Property or in obtaining alternative premises, including, without limitation, any enforcement action which a Landlord may take against Agilent. (b) In the event that the Actual Completion Date for any Keysight Owned Property, Keysight Leased Property or Keysight Sublease Property does not occur on the Operational Separation Date, whether or not Agilent occupies a Property as licensee as provided in Section 2.11(a) above, Agilent shall, effective as of the Operational Separation Date, (i) pay Keysight all rents, service charges, insurance premiums and other sums payable by Keysight or its applicable Subsidiary under any Relevant Lease (as to Keysight Leased Properties), under the Lease Form (as to the Keysight Owned Properties) or under the Sublease Form (as to Keysight Sublease Properties), (ii) observe the tenant’s covenants, obligations and conditions contained in Keysight’s Lease (as to Keysight Leased Properties) or in the Sublease Form (as to Keysight Sublease Properties) and (iii) indemnify, defend, protect and hold harmless Keysight and its applicable Subsidiary in accordance with the Separation Agreement. (c) Keysight shall supply promptly to Agilent copies of all invoices, demands, notices and other communications received by Keysight or its applicable Subsidiaries or agents in connection with any of the matters for which Agilent may be liable to make any payment or perform any obligation pursuant to Section 2.11(b), and shall, at Agilent’s cost, take any steps and pass on any objections which Agilent may have in connection with any such matters. Agilent shall promptly supply to Keysight any notices, demands, invoices and other communications received by Agilent or its agents from any Landlord while Agilent occupies any Property without the relevant Lease Consent.

Occupation by Agilent. (a) Subject to compliance with Section 2.11(b1.6(b) below, in the event that the Actual Completion Date for any Keysight Owned Property, Keysight Leased Property or Keysight Sublease Property does not occur on the Operational Separation Date, Agilent shall, commencing on the Operational Separation Date, be entitled to occupy and receive the rental income from the relevant Property (except to the extent that the same is a Retained Part) upon the terms and conditions contained in the Lease Form (as to Keysight Owned Properties), as a licensee upon the terms and conditions contained in Keysight’s HP's Lease (as to Keysight Leased Properties) or upon the terms and conditions contained in the Sublease Form (as to Keysight Sublease Properties). Such license shall not be revocable prior to the date for completion as provided in Sections 2.4(a1.2(a) and 2.6 1.3 unless an enforcement action or forfeiture by the relevant Landlord due to Agilent’s 's occupation of the Property constituting a breach of Keysight’s HP's Lease cannot, in the reasonable opinion of KeysightHP, be avoided other than by requiring Agilent to immediately vacate the relevant Property, in which case Keysight HP may by notice to Agilent immediately require Agilent to vacate the relevant Property. Agilent will be responsible for all reasonable costs, expenses and liabilities incurred by Keysight HP or its applicable Subsidiary as a consequence of such occupation, except for any losses, claims, costs, demands and liabilities incurred by Keysight HP or its Subsidiary as a result of any enforcement action taken by the Landlord against Keysight HP or its Subsidiary with respect to any breach by Keysight HP or its Subsidiary of the Relevant Lease in permitting Agilent to so occupy the Property without obtaining the required Lease Consent, for which Keysight HP or its Subsidiary shall be solely responsible. Agilent shall not be entitled to make any claim or demand against, or obtain reimbursement from, Keysight HP or its applicable Subsidiary with respect to any costs, losses, claims, liabilities or damages incurred by Agilent as a consequence of being obliged to vacate the Property or in obtaining alternative premises, including, without limitation, any enforcement action which a Landlord may take against Agilent. (b) In the event that the Actual Completion Date for any Keysight Owned Property, Keysight Leased Property or Keysight Sublease Property does not occur on the Operational Separation Date, whether or not Agilent occupies a Property as licensee as provided in Section 2.11(a1.6(a) above, Agilent shall, effective as of the Operational Separation Date, (i) pay Keysight HP all rents, service charges, insurance premiums and other sums payable by Keysight HP or its applicable Subsidiary under any Relevant Lease (as to Keysight Leased Properties), under the Lease Form (as to the Keysight Owned Properties) or under the Sublease Form (as to Keysight Sublease Properties), (ii) observe the tenant’s 's covenants, obligations and conditions contained in Keysight’s HP's Lease (as to Keysight Leased Properties) or in the Sublease Form (as to Keysight Sublease Properties) and (iii) indemnify, defend, protect and hold harmless Keysight HP and its applicable Subsidiary in accordance with the Separation Agreementfrom and against all losses, costs, claims, damages and liabilities arising on account of any breach thereof by Agilent. (c) Keysight HP shall supply promptly to Agilent copies of all invoices, demands, notices and other communications received by Keysight HP or its or its applicable Subsidiaries or agents in connection with any of the matters for which Agilent may be liable to make any payment or perform any obligation pursuant to Section 2.11(b1.6(b), and shall, at Agilent’s 's cost, take any steps and pass on any objections which Agilent may have in connection with any such matters. Agilent shall promptly supply to Keysight HP any notices, demands, invoices and other communications received by Agilent or its agents from any Landlord while Agilent occupies any Property without the relevant Lease Consent.