Common use of Inability to Obtain Novation Clause in Contracts

Inability to Obtain Novation. If Seller or Buyer is unable to obtain, or to cause to be obtained, any such required novation, consent, approval, release, substitution or amendment, the applicable Person shall continue to be bound by such agreements, leases, licenses and other obligations and, unless not permitted by law or the terms thereof (except to the extent expressly set forth in this Agreement), Buyer shall, as agent or subcontractor for Seller or such other Person, as the case may be, pay, perform and discharge fully, or cause to be paid, transferred or discharged all the obligations or other liabilities of Seller or such other Person, as the case may be, thereunder from and after the date hereof. Seller shall, without further consideration, pay and remit, or cause to be paid or remitted, to Buyer or its appropriate Subsidiary promptly all money, rights and other consideration received by it or any other member of Parent Group in respect of such performance. If and when any such consent, approval, release, substitution or amendment shall be obtained or such agreement, lease, license or other rights or obligations shall otherwise become assignable or able to be novated, Seller shall thereafter assign, or cause to be assigned, all its rights, obligations and other liabilities thereunder to Buyer without payment of further consideration and Buyer shall, without the payment of any further consideration, assume such rights and obligations.

Inability to Obtain Novation. If Seller 3Com or Buyer Palm is unable to obtain, or to cause to be obtained, any such required novation, consent, approval, release, substitution or amendment, the applicable Person member of the 3Com Group shall continue to be bound by such agreements, leases, licenses and other obligations and, unless not permitted by law or the terms thereof (except to the extent expressly set forth in this Agreement, the Separation Agreement or any other Ancillary Agreement), Buyer Palm shall, as agent or subcontractor for Seller 3Com or such other Person, as the case may be, pay, perform and discharge fully, or cause to be paid, transferred or discharged all the obligations or other liabilities Liabilities of Seller 3Com or such other Person, as the case may be, thereunder from and after the date hereof. Seller 3Com shall, without further consideration, pay and remit, or cause to be paid or remitted, to Buyer Palm or its appropriate Subsidiary promptly all money, rights and other consideration received by it or any other member of Parent its respective Group in respect of such performanceperformance (unless any such consideration is an Excluded Asset). If and when any such consent, approval, release, substitution or amendment shall be obtained or such agreement, lease, license or other rights or obligations shall otherwise become assignable or able to be novated, Seller 3Com shall thereafter assign, or cause to be assigned, all its rights, obligations and other liabilities Liabilities thereunder or any rights or obligations of any member of its respective Group to Buyer Palm without payment of further consideration and Buyer Palm shall, without the payment of any further consideration, assume such rights and obligations.

Inability to Obtain Novation. If Seller If, after using its reasonable commercial efforts, LSI Logic or Buyer SSI is unable to obtain, or to cause to be obtained, any such required novation, consent, approval, release, substitution or amendment, the applicable Person member of the LSI Logic Group shall continue to be bound by such agreements, leases, licenses and other obligations and, unless not permitted by law or the terms thereof (except to the extent expressly set forth in this Agreement, the Separation Agreement or any other Ancillary Agreement), Buyer SSI shall, as agent or subcontractor for Seller LSI Logic or such other Person, as the case may be, pay, perform and discharge fully, or cause to be paid, transferred or discharged all the obligations or other liabilities Liabilities of Seller LSI Logic or such other Person, as the case may be, thereunder from and after the date hereof. Seller LSI Logic shall, without further consideration, pay and remit, or cause to be paid or remitted, to Buyer SSI or its appropriate Subsidiary promptly all money, rights and other consideration received by it or any other member of Parent its respective Group in respect of such performanceperformance (unless any such consideration is an Excluded Asset). If and when any such consent, approval, release, substitution or amendment shall be obtained or such agreement, lease, license or other rights or obligations shall otherwise become assignable or able to be novated, Seller LSI Logic shall thereafter assign, or cause to be assigned, all its rights, obligations and other liabilities Liabilities thereunder or any rights or obligations of any member of its respective Group to Buyer SSI without payment of further consideration and Buyer SSI shall, without the payment of any further consideration, assume such rights and obligations.

Inability to Obtain Novation. If Seller or Buyer is unable to obtain, or to cause to be obtained, any such required novation, consentConsent, approval, release, substitution or amendment, the applicable Person Seller shall continue to be bound by such Contracts, agreements, leases, licenses and other obligations and, unless not permitted by law or the terms thereof (except to the extent expressly set forth in this Agreement, the Separation Agreement or any other Ancillary Agreement), Buyer shall, as agent or subcontractor for Seller or such other Person, as the case may beSeller, pay, perform and discharge fully, or cause to be paid, transferred or discharged discharged, without reimbursement, all the obligations or other liabilities Assumed Obligations of Seller or such other Person, as the case may be, thereunder from and after the date hereofSeparation Date. Seller shall, without further consideration, pay and remit, or cause to be paid or remitted, to Buyer or its appropriate Subsidiary promptly all money, rights and other consideration received by it or any other member of Parent Group in respect of such performanceperformance (unless any such consideration is an Excluded Asset). If and when any such consentConsent, approval, release, substitution or amendment shall be obtained or such Contract, agreement, lease, license or other rights or obligations shall otherwise become assignable or able to be novated, Seller shall thereafter assign, or cause to be assigned, all of its rights, obligations rights and other liabilities thereunder the Assumed Obligations to Buyer without payment of further consideration and Buyer shall, without the payment of any further consideration, assume such rights and obligationsAssumed Obligations.