Common use of Allocation and Assumption of Liabilities Clause in Contracts

Allocation and Assumption of Liabilities. As of the date that Mykrolis establishes the Mykrolis Deferred Compensation Plan, Millipore shall determine the amount of liabilities under the Millipore Deferred Compensation Plan and the Millipore SERP, attributable to Mykrolis Employees. As soon as administratively practicable thereafter, Millipore shall pay to Mykrolis or to the trustee of the Mykrolis Rabbi Trust, as Mykrolis specified, an amount of Millipore's assets equal to the liabilities under the Millipore Deferred Compensation Plan. Coincident with the receipt of such transfer of assets, Mykrolis shall assume all responsibilities and obligations relating to, arising out of, or resulting from such liabilities under the Millipore Deferred Compensation Plan. Effective as of the Separation Date, Mykrolis shall also assume all responsibilities and obligations relating to, arising out of, or resulting from the Millipore SERP to the extent such liabilities are attributable to Mykrolis Employees.

Allocation and Assumption of Liabilities. As of the date that Mykrolis MMI establishes the Mykrolis MMI Deferred Compensation Plan, Millipore shall determine the amount of liabilities under the Millipore Deferred Compensation Plan and the Millipore SERP, attributable to Mykrolis MMI Employees. As soon as administratively practicable thereafter, Millipore shall pay to Mykrolis MMI or to the trustee of the Mykrolis MMI Rabbi Trust, as Mykrolis MMI specified, an amount of Millipore's assets equal to the liabilities under the Millipore Deferred Compensation Plan. Coincident with the receipt of such transfer of assets, Mykrolis MMI shall assume all responsibilities and obligations relating to, arising out of, or resulting -8- from such liabilities under the Millipore Deferred Compensation Plan. Effective as of the Separation Date, Mykrolis MMI shall also assume all responsibilities and obligations relating to, arising out of, or resulting from the Millipore SERP to the extent such liabilities are attributable to Mykrolis MMI Employees.