Assignment and Novation of BellRing Liabilities Sample Clauses

Assignment and Novation of BellRing Liabilities. (i) Prior to the Effective Time, BellRing Inc. and BellRing LLC, at the request of Post, shall each use its commercially reasonable efforts to obtain, or to cause to be obtained, as soon as reasonably practicable, any consent, substitution, approval or amendment required to novate or assign all BellRing Liabilities and obtain in writing the unconditional release of each member of the Post Group that is a party to or otherwise obligated under any such arrangements, to the extent permitted by applicable Law and effective as of immediately prior to the Effective Time, so that, in any such case, the members of the BellRing Group shall be solely responsible for such BellRing Liabilities; provided, however, that, except as otherwise expressly provided in this Agreement or any of the Ancillary Agreements, none of Post, BellRing Inc. or BellRing LLC shall be obligated to contribute any capital or pay any consideration in any form (including providing any letter of credit, guaranty or other financial accommodation) to any third Person from whom any such consent, substitution, approval, amendment or release is requested. To the extent such substitution contemplated by the first sentence of this Section 3.6(a)(i) has been effected, the members of the Post Group shall, from and after the Effective Time, cease to have any obligation whatsoever arising from or in connection with such BellRing Liabilities.
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