Casualty; Lease Termination. .. 6 Section 1.9 Tenant's Fixtures and Fittings.............................. 6 Section 1.10 Costs....................................................... 6 ARTICLE II MISCELLANEOUS..................................................... 7
Casualty; Lease Termination. (a) If, prior to the Actual Completion Date (but not after the Distribution Date), any property (or any part thereof) owned, leased or subleased by a member of Parent Group, and for which a Property Transaction is contemplated by this Agreement, shall be damaged or destroyed by a fire or other casualty (a “Casualty”, and any property subject to such Casualty, a “Damaged Property”), then, in any such event but subject to Section 2.12(c) below, Parent shall promptly notify SpinCo, and Parent shall (or shall cause its Subsidiary to) proceed to effectuate the transfer of the Damaged Property under all the terms of this Agreement; subject, however, to the following: (1) unless Parent chooses to repair the Damaged Property pursuant to clause (2) below, SpinCo (or its applicable Subsidiary) shall accept such Damaged Property subject to the damage or destruction in question; (2) prior to the Actual Completion Date, Parent shall have the right (but not the obligation) to repair or restore any such damage or destruction at Parent’s (or its Subsidiary’s) sole cost and expense, subject to the terms and provisions of any applicable Head Lease, and (3) if Parent chooses not to repair or restore any such damage or destruction, Parent (or its applicable Subsidiary) shall (x) assign all of its rights and promptly make available to SpinCo all insurance proceeds due or received by Parent (or such Subsidiary) in connection with the Casualty and (y) pay to SpinCo the amount of the deductible under the applicable insurance policy.
Casualty; Lease Termination. The parties hereto shall grant and accept assignments, leases or licenses of the Properties as described in this Agreement, regardless of any casualty damage or other change in the condition of the Properties. In addition, subject to Adaptec's obligations in Section 5.5 of the Separation Agreement, in the event that Adaptec's Lease with respect to a Leased Property or a Shared Property is terminated prior to the Separation Date, (a) Adaptec or its applicable Subsidiary shall not be required to assign or license such Property, (b) Roxio or its applicable Subsidiary shall not be required to accept an assignment or license of such Property and (c) neither party shall have any further liability with respect to such Property hereunder.
Casualty; Lease Termination. (a) If, prior to the Actual Completion Date (but not after the Closing Date (as defined in the Merger Agreement)), any Houston Property (or any part thereof) shall be substantially damaged or destroyed by a fire or other casualty (a “Casualty”, and any property subject to such Casualty, a “Damaged Property”), then, in any such event, (i) Houston shall promptly notify Seattle, and (ii) at Houston’s option, exercisable on or before the Actual Completion Date by written notice to Seattle, Houston shall elect in its reasonable discretion to (1) proceed to effectuate the transfer of the Damaged Property under all the terms of this Agreement; subject, however, to the following: (A) unless Houston chooses to repair the Damaged Property pursuant to clause (B) below, Seattle shall accept such Damaged Property subject to the damage or destruction in question; (B) prior to the Actual Completion Date, Houston shall have the right (but not the obligation) to repair or restore any such damage or destruction at Houston’s sole cost and expense, subject to the terms and provisions of any applicable Houston Lease, and (C) if Houston chooses not to repair or restore any such damage or destruction, Houston shall assign all of its rights and promptly make available to Seattle all insurance proceeds due or received by Houston in connection with the Casualty, or (2) substitute a substantially comparable replacement property (which may be another Houston Property or a third property, in Houston’s discretion) for the Damaged Property.
Casualty; Lease Termination. The parties hereto shall grant and accept transfers, assignments, leases or subleases of the Properties as described in this Agreement, regardless of any casualty damage or other change in the condition of the Properties. In addition, subject to any covenants or indemnifications by Agilent pursuant to the Separation Agreement, in the event that Agilent’s Lease with respect to a Leased Property or a Sublease Property is terminated prior to the Operational Separation Date, (a) Agilent shall not be required to assign or sublease such Property, (b) Keysight shall not be required to accept an assignment or sublease of such Property and (c) neither party shall have any further liability with respect to such Property hereunder. In addition, subject to any covenants or indemnifications by Keysight pursuant to the Separation Agreement, in the event that Keysight’s Lease with respect to a Keysight Leased Property or a Keysight Sublease Property is terminated prior to the Operational Separation Date, (a) Keysight shall not be required to assign or sublease such Property, (b) Agilent shall not be required to accept an assignment or sublease of such Property and (c) neither party shall have any further liability with respect to such Property hereunder.
Casualty; Lease Termination. (a) The parties hereto shall grant and accept transfers, assignments, leases or subleases of the Properties as described in this Agreement, regardless of any casualty damage or other change in the condition of the Properties. In addition, in the event that a HP Lease with respect to a Leased Property or a Sublease Property or a Enterprise Lease with respect to a Enterprise Leased Property or a Enterprise Sublease Property is terminated prior to the Go Live Date, (a) HP and Enterprise, respectively, shall not be required to assign or sublease such Property, (b) Enterprise and HP, respectively, shall not be required to accept an assignment or sublease of such Property and (c) neither party shall have any further liability with respect to such Property hereunder.
Casualty; Lease Termination. The parties hereto shall grant and accept transfers, assignments, leases or subleases of the Properties as described in this Agreement, regardless of any casualty damage or other change in the condition of the Properties. In addition, subject to HP's obligations in Section 5.6 of the Separation Agreement, in the event that HP's Lease with respect to a Leased Property or a Sublease Property is terminated prior to the Separation Date, (a) HP shall not be required to assign or sublease such Property, (b) Agilent shall not be required to accept an assignment or sublease of such Property and (c) neither party shall have any further liability with respect to such Property hereunder.
Casualty; Lease Termination. (a) If, prior to the Actual Completion Date (but not after the Closing Date (as defined in the Merger Agreement)), any Moon Property (or any part thereof) shall be damaged or destroyed by a fire or other casualty (a “Casualty”, and any property subject to such Casualty, a “Damaged Property”), then, in any such event, Moon shall promptly notify SpinCo, and Moon shall proceed to effectuate the transfer of the Damaged Property under all the terms of this Agreement; subject, however, to the following: (1) unless Moon chooses to repair the Damaged Property pursuant to clause (2) below, SpinCo shall accept such Damaged Property subject to the damage or destruction in question; (2) prior to the Actual Completion Date, Moon shall have the right (but not the obligation) to repair or restore any such damage or destruction at Moon’s sole cost and expense, subject to the terms and provisions of any applicable Moon Lease, and (3) if Moon chooses not to repair or restore any such damage or destruction, Moon shall (x) assign all of its rights and promptly make available to SpinCo all insurance proceeds due or received by Moon in connection with the Casualty and (y) pay to SpinCo the amount of the deductible due under the applicable insurance policy.
Casualty; Lease Termination. The parties hereto shall grant and accept transfers, assignments, leases or subleases of the Properties as described in this Agreement, regardless of any casualty damage or other change in the condition of the Properties. In addition, in the event that a Parent Lease with respect to a Leased Property or a SpinCo Lease with respect to a SpinCo Leased Property is terminated before the time the parties mutually agree to assign or sublease such party, (a) Parent and SpinCo, respectively, shall not be required to assign or sublease such Property, (b) SpinCo and Parent, respectively, shall not be required to accept an assignment or sublease of such Property and (c) neither party shall have any further liability with respect to such Property hereunder.
Casualty; Lease Termination. (a) If, prior to the Actual Completion Date (but not after the Effective Time (as defined in the Merger Agreement)), there shall occur any physical damage to or destruction of, or similar loss of, any Owned Property or Leased Property (or any part thereof) (a “Casualty Loss”) or any condemnation or taking by eminent domain by a Governmental Body of any of such Owned Property or Leased Property (a “Condemnation Event”), then, in any such event, Remainco shall promptly notify RMT Partner, and: (i) Remainco shall use its reasonable best efforts to (A) replace or repair (as applicable) the Owned Property or Leased Property subject to such Casualty Loss and (B) replace the Owned Property or Leased Property that has been condemned or taken such that the operation of the Spinco Business can continue in all material respects in the ordinary course consistent with past practices; or (ii) if the conveyance or assignment is consummated pursuant to the terms and conditions of this Agreement notwithstanding such Casualty Loss or Condemnation Event, and if such damaged, destroyed or condemned or taken Owned Property or Leased Property has not been repaired or replaced as of the Effective Time (as defined in the Merger Agreement), then, without limiting Spinco’s or any member of the Spinco Group’s other rights hereunder, promptly after any casualty insurance proceeds, business interruption insurance proceeds or condemnation proceeds payable to Remainco or the applicable Remainco Asset Transferor with respect to such Casualty Loss or Condemnation Event have been actually collected, Remainco shall, or shall cause the applicable Remainco Asset Transferor to, pay to Spinco or the applicable Spinco Asset Transferee: (x) the aggregate amount, if any, of such casualty insurance proceeds described above actually paid to Remainco or the applicable Remainco Asset Transferor in connection with such Casualty Loss, as well as the amount of the deductible due under the applicable insurance policy; (y) the aggregate amount, if any, of such business interruption insurance proceeds described above actually paid to Remainco or the applicable Remainco Asset Transferor in connection with such Casualty Loss; and (z) the aggregate amount, if any, of such condemnation proceeds described above actually paid to Remainco or the applicable Remainco Asset Transferor in connection with such Condemnation Event. Remainco shall, and shall cause the applicable Remainco Asset Transferors to, use commerci...
