Costs for Delayed Assets and Delayed Liabilities. Except as contemplated by Section 2.4(f) with respect to Transition Payables and Transition AP&T, no Holding Person shall be obligated, in connection with the foregoing, to expend any money unless the necessary funds are advanced (or otherwise made available) by the Receiving Person or another member of the Receiving Person’s Group, other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be promptly reimbursed by the Receiving Person or another member of the Receiving Person’s Group; provided, however, that neither the Holding Person nor any member of the Holding Person’s Group shall knowingly allow the loss or diminution of value of any Delayed Asset without first providing the Receiving Person’s Group commercially reasonable notice of such potential loss or diminution in value and affording the Receiving Person’s Group a commercially reasonable opportunity to take action to prevent such loss or diminution in value.
Appears in 4 contracts
Samples: Separation and Distribution Agreement (Kellanova), Separation and Distribution Agreement (WK Kellogg Co), Separation and Distribution Agreement (WK Kellogg Co)