Common use of Allocation and Assumption of Liabilities Clause in Contracts

Allocation and Assumption of Liabilities. HP shall determine the ---------------------------------------- amount of Liabilities under the HP Executive Deferred Compensation Plan as of the Payroll Date, attributable to Agilent Employees. As soon as administratively practicable thereafter, HP shall pay to Agilent or to the trustee of the Agilent Rabbi Trust, as Agilent specifies, an amount of HP's assets equal to such Liabilities. Coincident with the receipt of such transfer of assets, Agilent shall assume all responsibilities and obligations attributable to such Liabilities.