Allocation and Assumption of Liabilities. Agilent shall determine the amount of Liabilities under the Agilent Deferred Compensation Plan as of the Agilent Participation Discontinuance Date attributable to Verigy Transferred Employees and other Verigy Employees. Effective as of the Agilent Participation Discontinuance Date, Verigy shall assume all Liabilities under, related to or resulting from the Agilent Deferred Compensation Plan and described in Section 2.2 hereof, with respect to each Verigy Transferred Employee and other Verigy Employee who consents to the assumption of such Liabilities. If a Verigy Transferred Employee or other Verigy Employee does not consent to the assumption of such Liabilities, Agilent shall retain and solely be responsible for all such Liabilities under, or relating to, or arising from, the Agilent Deferred Compensation Plan with respect to such Verigy Transferred Employee or other Verigy Employee. Verigy agrees to notify Agilent of any Verigy Transferred Employee's or other Verigy Employee's termination of employment with Verigy for distribution purposes.
Allocation and Assumption of Liabilities. Agilent shall determine the amount of Liabilities under the Agilent GRS as of the Agilent Participation Discontinuance Date attributable to each Verigy Transferred Employee and other Verigy Employee. Effective as of the Agilent Participation Discontinuance Date, Verigy shall assume all Liabilities under, related to or resulting from the Agilent GRS and described in Section 2.2 hereof.
Allocation and Assumption of Liabilities. As of the date that Mykrolis establishes the Mykrolis Deferred Compensation Plan, Millipore shall determine the amount of liabilities under the Millipore Deferred Compensation Plan and the Millipore SERP, attributable to Mykrolis Employees. As soon as administratively practicable thereafter, Millipore shall pay to Mykrolis or to the trustee of the Mykrolis Rabbi Trust, as Mykrolis specified, an amount of Millipore's assets equal to the liabilities under the Millipore Deferred Compensation Plan. Coincident with the receipt of such transfer of assets, Mykrolis shall assume all responsibilities and obligations relating to, arising out of, or resulting from such liabilities under the Millipore Deferred Compensation Plan. Effective as of the Separation Date, Mykrolis shall also assume all responsibilities and obligations relating to, arising out of, or resulting from the Millipore SERP to the extent such liabilities are attributable to Mykrolis Employees.
Allocation and Assumption of Liabilities. HP shall determine the ---------------------------------------- amount of Liabilities under the HP Executive Deferred Compensation Plan as of the Payroll Date, attributable to Agilent Employees. As soon as administratively practicable thereafter, HP shall pay to Agilent or to the trustee of the Agilent Rabbi Trust, as Agilent specifies, an amount of HP's assets equal to such Liabilities. Coincident with the receipt of such transfer of assets, Agilent shall assume all responsibilities and obligations attributable to such Liabilities.
Allocation and Assumption of Liabilities. As of the date that ---------------------------------------- Palm establishes the Palm Deferred Compensation Plan, 3Com shall determine the amount of Liabilities under the 3Com Deferred Compensation Plan, attributable to Palm Employees. As soon as administratively practicable thereafter, 3Com shall pay to Palm or to the trustee of the Palm Rabbi Trust, as Palm specifies, an amount of 3Com's Assets equal to such Liabilities. Coincident with the receipt of such transfer of Assets, Palm shall assume all responsibilities and obligations relating to, arising out of, or resulting from such Liabilities.
Allocation and Assumption of Liabilities. 3Com shall determine the amount of Assets under the 3Com Sabbatical Plan and related trust as of the Distribution Date (or such other date that Palm establishes the Palm Sabbatical Plan) attributable to Palm. As soon as administratively practicable thereafter, 3Com shall pay to Palm or to the trustee of the Palm Sabbatical Plan, as Palm specifies, an amount equal to Palm's Assets under the 3Com Sabbatical Plan, if any.
Allocation and Assumption of Liabilities. As of the date that Luminent establishes the Luminent Deferred Compensation Plan, MRV shall determine the amount of Liabilities under the MRV Deferred Compensation Plan, attributable to Luminent Employees. As soon as administratively practicable thereafter, MRV shall pay to Luminent or to the trustee of the Luminent Rabbi Trust, as Luminent specifies, an amount of MRV's Assets equal to such Liabilities. Coincident with the receipt of such transfer of Assets, Luminent shall assume all responsibilities and obligations relating to, arising out of, or resulting from such Liabilities.
Allocation and Assumption of Liabilities. MRV shall determine the amount of Assets under the MRV Sabbatical Plan and related trust as of the Distribution Date (or such other date that Luminent establishes the Luminent Sabbatical Plan) attributable to Luminent. As soon as administratively practicable thereafter, MRV shall pay to Luminent or to the trustee of the Luminent Sabbatical Plan, as Luminent specifies, an amount equal to Luminent's Assets under the MRV Sabbatical Plan, if any.
Allocation and Assumption of Liabilities. As of the date that CESI ---------------------------------------- establishes the XXXX Xxxxxxxxx Pay Plan, CESI shall assume all responsibilities and obligations relating to, arising out of, or resulting from the Liabilities under the Catalytica Severance Pay Plan attributable to the CESI Employees specified in Schedule 4.2. Pursuant to Schedule 1.6 of the Merger Agreement, CESI agrees and acknowledges that such Liabilities attributable to CESI Employees in the Catalytica Severance Pay Plan are the sole responsibility of CESI and, accordingly, no Assets shall be transferred to CESI as a result of such Liabilities.
Allocation and Assumption of Liabilities. As of the date that CESI ---------------------------------------- establishes the XXXX Xxxxxxxxx Pay Plan, CESI shall assume all Liabilities relating to, arising out of, or resulting from the Catalytica Severance Pay Plan described in Section 2.1, including (without limitation) those liabilities set forth on Schedule 4.2 hereto. Pursuant to Schedule 1.6 of the Merger Agreement, CESI agrees and acknowledges that such Liabilities are the sole responsibility of the CESI Group and, accordingly, no Assets shall be transferred to any member of the CESI Group as a result of such Liabilities.
