Common use of Mistaken Assignments and Assumptions Clause in Contracts

Mistaken Assignments and Assumptions. In addition to those transfers and assumptions accurately identified and designated by the Parties to take place but which the Parties are not able to effect prior to the Separation Date, there may exist (i) Transferred Assets, Transferred Intellectual Property Rights, Business Technology or Transferred Licenses that the parties discover were, contrary to the agreements between the parties, by mistake or omission, transferred to Verigy or its Subsidiaries or retained by Agilent or its Subsidiaries or (ii) Liabilities that the parties discover were, contrary to the agreements between the parties, by mistake or omission, assumed by Verigy or its Subsidiaries or not assumed by Verigy or its Subsidiaries. The Parties shall cooperate in good faith to effect the transfer or re-transfer of such Transferred Assets, Transferred Intellectual Property Rights, Business Technology or Transferred Licenses and/or the assumption or re- assumption of such Liabilities, to or by the appropriate Party and shall not use the determination that remedial actions need to be taken to alter the original intent of the Parties hereto with respect to the Transferred Assets, Transferred Intellectual Property Rights, Business Technology or Transferred Licenses to be transferred to or Liabilities to be assumed by Verigy. Each Party shall reimburse the other or make other financial adjustments (e.g., without limitation, cash reserves) or other adjustments to remedy any mistakes or omissions relating to any of the Transferred Assets, Transferred Intellectual Property Rights, Business Technology or Transferred Licenses transferred hereby or any of the Liabilities assumed hereby.

Mistaken Assignments and Assumptions. In addition to those transfers and assumptions accurately identified and designated by the Parties parties to take place but which the Parties parties are not able to effect prior to the Separation Date, there may exist (i) Transferred Assets, Transferred Intellectual Property Rights, Business Technology or Transferred Licenses Assets that the parties discover were, contrary to the agreements between the parties, by mistake or omission, transferred to Verigy Semiconductor I or its Semiconductor II or any of their Subsidiaries or retained by Agilent or its Subsidiaries C-Cube or (ii) Liabilities that the parties discover were, contrary to the agreements between the parties, by mistake or omission, assumed by Verigy Semiconductor I or its Semiconductor II or any of their Subsidiaries or not assumed by Verigy Semiconductor I or its Semiconductor II or any of their Subsidiaries. The Parties parties shall cooperate in good faith to effect the transfer or re-transfer of such Transferred Assets, Transferred Intellectual Property Rights, Business Technology or Transferred Licenses and/or the assumption or re- re-assumption of such Liabilities, to or by the appropriate Party party and shall not use the determination that remedial actions need to be taken to alter the original intent of the Parties parties hereto with respect to the Transferred Assets, Transferred Intellectual Property Rights, Business Technology or Transferred Licenses Assets to be transferred to or Liabilities to be assumed by VerigySemiconductor I or Semiconductor II or any of their Subsidiaries. Each Party party shall reimburse the other or make other financial adjustments (e.g., without limitation, cash reserves) or other adjustments to remedy any mistakes or omissions relating to any of the Transferred Assets, Transferred Intellectual Property Rights, Business Technology or Transferred Licenses Assets transferred hereby or any of the Liabilities assumed hereby.

Mistaken Assignments and Assumptions. In addition to those transfers and assumptions accurately identified and designated by the Parties parties to take place but which the Parties parties are not able to effect prior to the Separation Date, there may exist (i) Transferred Assets, Transferred Intellectual Property Rights, Business Technology or Transferred Licenses Assets that the parties discover were, contrary to the agreements between the parties, by mistake or omission, transferred to Verigy or its Subsidiaries or retained by Agilent or its Subsidiaries NPT or (ii) Liabilities that the parties discover were, contrary to the agreements between the parties, by mistake or omission, assumed by Verigy NPT. In the event that the Assets or its Subsidiaries Liabilities transferred or not assumed under the terms or provisions of a Local Transfer Agreement are materially different than those that are contemplated to be transferred or assumed under this Agreement or any other Ancillary Agreement, the parties hereto shall take such remedial action as may be necessary or appropriate so as to restore the benefits provided for or contemplated by Verigy this Agreement and the Ancillary Agreement to the party or its Subsidiariesparties otherwise harmed, despite the terms and provisions effecting the relevant transfer and assumption by a Local Transfer Agreement. The Parties parties shall cooperate in good faith to effect the transfer or re-transfer of such Transferred Assets, Transferred Intellectual Property Rights, Business Technology or Transferred Licenses and/or the assumption or re- re-assumption of such Liabilities, to or by the appropriate Party party and shall not use the determination that remedial actions need to be taken to alter the original intent of the Parties parties hereto with respect to the Transferred Assets, Transferred Intellectual Property Rights, Business Technology or Transferred Licenses Assets to be transferred to or Liabilities to be assumed by VerigyNPT. Each Party party shall reimburse the other or make other financial adjustments (e.g., without limitation, cash reserves) or other adjustments to remedy any mistakes or omissions relating to any of the Transferred Assets, Transferred Intellectual Property Rights, Business Technology or Transferred Licenses Assets transferred hereby or any of the Liabilities assumed hereby.

Mistaken Assignments and Assumptions. In addition to those transfers and assumptions accurately identified and designated by the Parties parties to take place but which the Parties parties are not able to effect prior to the Separation Date, there may exist (i) Transferred Assets, Transferred Intellectual Property Rights, Business Technology or Transferred Licenses Assets that the parties discover were, contrary to the agreements between the parties, by mistake or omission, transferred to Verigy or its Subsidiaries or retained by Agilent or its Subsidiaries Palm or (ii) Liabilities that the parties discover were, contrary to the agreements between the parties, by mistake or omission, assumed by Verigy or its Subsidiaries or not assumed by Verigy or its SubsidiariesPalm. The Parties parties shall cooperate in good faith to effect the transfer or re-re- transfer of such Transferred Assets, Transferred Intellectual Property Rights, Business Technology or Transferred Licenses and/or the assumption or re- re-assumption of such Liabilities, to or by the appropriate Party party and shall not use the determination that remedial actions need to be taken to alter the original intent of the Parties parties hereto with respect to the Transferred Assets, Transferred Intellectual Property Rights, Business Technology or Transferred Licenses Assets to be transferred to or Liabilities to be assumed by VerigyPalm. Each Party party shall reimburse the other or make other financial adjustments (e.g., without limitation, cash reserves) or other adjustments to remedy any mistakes or omissions relating to any of the Transferred Assets, Transferred Intellectual Property Rights, Business Technology or Transferred Licenses Assets transferred hereby or any of the Liabilities assumed hereby.. -5- (c) Documents Relating to Other Transfers of Assets and Assumption of Liabilities. In furtherance of the assignment, transfer and conveyance of Palm Assets and the assumption of Palm Liabilities set forth in Sections 1.5(a) and (b) and certain other Ancillary Agreements, simultaneously with the execution and delivery hereof or as promptly as practicable thereafter, (i) 3Com shall execute and deliver, and shall cause its Subsidiaries in accordance with Local Transfer Agreements to execute and deliver, such bills of sale, stock powers, certificates of title, assignments of contracts and other instruments of transfer, conveyance and assignment as and to the extent necessary to evidence the transfer, conveyance and assignment of all of 3Com's and its Subsidiaries' right, title and interest in and to the Palm Assets to Palm and (ii) Palm shall execute and deliver to 3Com and its Subsidiaries such assumptions of contracts and other instruments of assumption as and to the extent necessary to evidence the valid and effective assumption of the Palm Liabilities by Palm. Section 1.6

Mistaken Assignments and Assumptions. In addition to those transfers and assumptions accurately identified and designated by the Parties parties to take place but which the Parties parties are not able to effect on or prior to the Separation Date, there may exist (i) Transferred Assets, Transferred Intellectual Property Rights, Business Technology or Transferred Licenses Assets that the parties discover were, contrary to the agreements between the parties, by mistake or unintentional omission, transferred to Verigy or its Subsidiaries HBI or retained by Agilent or its Subsidiaries Xxxx Xxx or (ii) Liabilities that the parties discover were, contrary to the agreements between the parties, by mistake or unintentional omission, assumed by Verigy or its Subsidiaries HBI or not assumed by Verigy or its SubsidiariesHBI. The Parties parties shall cooperate in good faith to effect the transfer or re-transfer of such Transferred mis-allocated Assets, Transferred Intellectual Property Rights, Business Technology or Transferred Licenses and/or the assumption or re- re-assumption of such mis-allocated Liabilities, to or by the appropriate Party party and shall not use the determination that remedial actions need to be taken to alter the original intent of the Parties parties hereto with respect to the Transferred Assets, Transferred Intellectual Property Rights, Business Technology or Transferred Licenses Assets to be transferred to or Liabilities to be assumed by VerigyHBI. Each Party party shall reimburse the other or make other financial adjustments (e.g., without limitation, cash reserves) or other adjustments to remedy any mistakes or omissions relating to any of the Transferred Assets, Transferred Intellectual Property Rights, Business Technology or Transferred Licenses Assets transferred hereby or any of the Liabilities assumed hereby.. (c) Transfer of Assets and Liabilities not Included in HBI Assets and HBI Liabilities. In the event the parties discover Assets and Liabilities that are to be transferred to or assumed by HBI under Section 4.2(a)(iv) or 4.3(a)(iii), respectively, the parties shall cooperate in good faith to effect the transfer of such Assets at book value, or the assumption of such Liabilities, to HBI or its Subsidiaries, and shall not use the determination of remedial actions contemplated in this Agreement to alter the original intent of the parties hereto with respect to the Assets to be transferred to or Liabilities to be assumed by HBI. Each party shall reimburse the other or make other financial adjustments or other adjustments to remedy any mistakes or omissions relating to any of the Assets transferred hereby or any of the Liabilities assumed hereby. (d)

Mistaken Assignments and Assumptions. In addition to those transfers and assumptions accurately identified and designated by the Parties parties to take place but which the Parties parties are not able to effect prior to the Separation Effective Date, there after the Effective Date either party may exist discover (i) Transferred Assets, Transferred Intellectual Property Rights, Business Technology or Transferred Licenses that the parties discover wereAssets that, contrary to the intent of the agreements between the parties, by mistake or omission, were transferred to Verigy Propel or any of its Subsidiaries Subsidiaries, or retained by Agilent Motorola or any of its Subsidiaries or and/or (ii) Liabilities that the parties discover werethat, contrary to the intent of the agreements between the parties, by mistake or omission, were assumed by Verigy Propel or its Subsidiaries or were not assumed by Verigy Propel or any of its Subsidiaries. The Parties parties shall cooperate in good faith to effect the transfer or re-transfer of such Transferred Assets, Transferred Intellectual Property Rights, Business Technology or Transferred Licenses and/or the assumption or re- re-assumption of such Liabilities, to or by the appropriate Party party and shall not use the determination that remedial actions need to be taken to alter the original intent of the Parties parties hereto with respect to the Transferred Assets, Transferred Intellectual Property Rights, Business Technology or Transferred Licenses Assets to be transferred to or Liabilities to be assumed by VerigyPropel or any of its Subsidiaries. Each Party party shall reimburse the other or make other financial adjustments (e.g., without limitation, cash reserves) or other adjustments to remedy any mistakes or omissions relating to any of the Transferred Assets, Transferred Intellectual Property Rights, Business Technology or Transferred Licenses Assets transferred hereby or any of the Liabilities assumed hereby. To the extent the parties are unable to reach agreement on such matters, the dispute shall be submitted for resolution in the manner described in SECTIONS 5.7 and 5.8 hereof.