Common use of Inability to Obtain Novation Clause in Contracts

Inability to Obtain Novation. If MRV or Luminent is unable to obtain, or to cause to be obtained, any such required consent, approval, release, substitution or amendment, the applicable member of the MRV 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), Luminent shall, as agent or subcontractor for MRV 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 MRV or such other Person, as the case may be, thereunder from and after the date hereof. MRV shall, without further consideration, pay and remit, or cause to be paid or remitted, to Luminent or its appropriate Subsidiary promptly all money, rights and other consideration received by it or any member of its respective Group in respect of such performance (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, MRV shall thereafter assign, or cause to be assigned, all its rights, obligations and other Liabilities thereunder or any rights or obligations of any member of its respective Group to Luminent without payment of further consideration and Luminent shall, without the payment of any further consideration, assume such rights and obligations.

Inability to Obtain Novation. If MRV Company or Luminent Spinco is unable to obtain, or to cause to be obtained, any such required consent, approval, release, substitution or amendment, the applicable member of the MRV Group shall continue to be party bound by such the agreements, leases, licenses and other obligations shall continue to be so bound 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), Luminent Spinco shall, as agent or subcontractor for MRV Company 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 MRV Company or such other Person, as the case may be, thereunder from and after the date hereof. MRV Company shall, without further consideration, pay and remit, or cause to be paid or remitted, to Luminent Spinco or its appropriate Subsidiary promptly all money, rights and other consideration received by it or any member of its respective Group Subsidiaries in respect of such performance (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, MRV Company shall thereafter assign, or cause to be assigned, all its rights, obligations and other Liabilities thereunder or any rights or obligations of it or any member of its respective Group Subsidiaries to Luminent Spinco or an appropriate Subsidiary without payment of further consideration and Luminent Spinco or its Subsidiary shall, without the payment of any further consideration, assume such rights and obligations.

Inability to Obtain Novation. If MRV HP or Luminent Agilent is unable to obtain, or to cause to be obtained, any such required consent, approval, release, substitution or amendment, the applicable member of the MRV HP 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), Luminent Agilent shall, as agent or subcontractor for MRV HP 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 MRV HP or such other Person, as the case may be, thereunder from and after the date hereof. MRV HP shall, without further consideration, pay and remit, or cause to be paid or remitted, to Luminent Agilent or its appropriate Subsidiary promptly all money, rights and other consideration received by it or any member of its respective Group in respect of such performance (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, MRV HP shall thereafter assign, or cause to be assigned, all its rights, obligations and other Liabilities thereunder or any rights or obligations of any member of its respective Group to Luminent Agilent without payment of further consideration and Luminent Agilent shall, without the payment of any further consideration, assume such rights and obligations.

Inability to Obtain Novation. If MRV Quantum or Luminent SNAP is unable to obtain, or to cause to be obtained, any such required consent, approval, release, substitution or amendment, the applicable member of the MRV Quantum 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), Luminent SNAP shall, as agent or subcontractor for MRV Quantum 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 MRV Quantum or such other Person, as the case may be, thereunder from and after the date hereof. MRV Quantum shall, without further consideration, pay and remit, or cause to be paid or remitted, to Luminent SNAP or its appropriate Subsidiary promptly all money, rights and other consideration received by it or any member of its respective Group in respect of such performance (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, MRV Quantum shall thereafter assign, or cause to be assigned, all its rights, obligations and other Liabilities thereunder or any rights or obligations of any member of its respective Group to Luminent SNAP without payment of further consideration and Luminent SNAP shall, without the payment of any further consideration, assume such rights and obligations.

Inability to Obtain Novation. If MRV Xxxx Xxx or Luminent Coach is unable to obtain, or to cause to be obtained, any such required consent, approval, release, substitution or amendment, the applicable member of the MRV Xxxx Xxx 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), Luminent Coach shall, as agent or subcontractor for MRV Xxxx Xxx 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 MRV Xxxx Xxx or such other Person, as the case may be, thereunder from and after the date hereof. MRV Xxxx Xxx shall, without further consideration, pay and remit, or cause to be paid or remitted, to Luminent Coach or its appropriate Subsidiary promptly all money, rights and other consideration received by it or any member of its respective Group in respect of such performance (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, MRV Xxxx Xxx shall thereafter assign, or cause to be assigned, all its rights, obligations and other Liabilities thereunder or any rights or obligations of any member of its respective Group to Luminent Coach without payment of further consideration and Luminent Coach shall, without the payment of any further consideration, assume such rights and obligations.

Inability to Obtain Novation. If MRV or Luminent Optical Access is unable to obtain, or to cause to be obtained, any such required consent, approval, release, substitution or amendment, the applicable member of the MRV 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), Luminent Optical Access shall, as agent or subcontractor for MRV 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 MRV or such other Person, as the case may be, thereunder from and after the date hereof. MRV shall, without further consideration, pay and remit, or cause to be paid or remitted, to Luminent Optical Access or its appropriate Subsidiary promptly all money, rights and other consideration received by it or any member of its respective Group in respect of such performance (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, MRV shall thereafter assign, or cause to be assigned, all its rights, obligations and other Liabilities thereunder or any rights or obligations of any member of its respective Group to Luminent Optical Access without payment of further consideration and Luminent Optical Access shall, without the payment of any further consideration, assume such rights and obligations.

Inability to Obtain Novation. If MRV Palm or Luminent PalmSource is unable to obtain, or to cause to be obtained, any such required consent, approval, release, substitution or amendment, the applicable member of the MRV Palm 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), Luminent PalmSource shall, as agent or subcontractor for MRV Palm 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 MRV Palm or such other Person, as the case may be, thereunder from and after the date hereof. MRV Palm shall, without further consideration, pay and remit, or cause to be paid or remitted, to Luminent PalmSource or its appropriate Subsidiary promptly all money, rights and other consideration received by it or any member of its respective Group in respect of such performance (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, MRV Palm shall thereafter assign, or cause to be assigned, all its rights, obligations and other Liabilities thereunder or any rights or obligations of any member of its respective Group to Luminent PalmSource without payment of further consideration and Luminent PalmSource shall, without the payment of any further consideration, assume such rights and obligations.