Common use of Assumption of Liabilities and Transfer of Assets Clause in Contracts

Assumption of Liabilities and Transfer of Assets. A Leap Individual may request not later than December 31, 1998, and QUALCOMM may then permit, if the Leap Individual executes an agreement provided by QUALCOMM releasing QUALCOMM from liability arising out of events after the transfer, the account of the Leap Individual under the respective QUALCOMM Executive Retirement Plans which are held in trust as of the Close of the Distribution Date to be transferred to the corresponding Leap Executive Retirement Plan and related trust (the "Transferred Accounts"), and Leap shall cause such Transferred Accounts to be accepted by such plan and trust. As to Transferred Accounts, the Leap Executive Retirement Plans shall assume and be solely responsible for all Liabilities to or relating to the Leap Individual under the respective QUALCOMM Executive Retirement Plans other than Liabilities arising before the transfer of the accounts under these plans relating to breach of the trust or plan or failure of QUALCOMM to comply with applicable laws, regulations or agreements. Effective no later than Immediately after the Distribution Date, QUALCOMM and Leap shall use their reasonable best efforts to enter into such mutually satisfactory agreements to accomplish such assumptions and transfers, and Leap shall use its reasonable best efforts to enter into such agreements satisfactory to Leap to provide for the maintenance of the necessary participant records, the initial appointment of a trustee under the Leap Executive Retirement Plans, the initial engagement of a recordkeeper under such plans, and the selection of one or more investment managers to manage the assets of the Leap Executive Retirement Plans.