Common use of Discharge of Liabilities Clause in Contracts

Discharge of Liabilities. Except as otherwise expressly provided herein or in any of the Ancillary Agreements, from and after the Effective Time, (a) Demand Media shall, and shall cause each other Demand Media Entity to, assume, pay, perform and discharge all Demand Media Liabilities in the ordinary course of business, consistent with past practice and (b) Rightside shall, and shall cause each other Rightside Entity to, assume, pay, perform and discharge all Rightside Liabilities in the ordinary course of business, consistent with past practice. The agreements in this Section 3.13 are made by each Party for the sole and exclusive benefit of the other Party and the Entities affiliated with such other Party. To the extent reasonably requested to do so by the other Party, each Party agrees to execute and deliver such documents, in a form reasonably satisfactory to such Party, as may be reasonably necessary to evidence the assumption of any Liabilities hereunder.

Appears in 3 contracts

Samples: Separation and Distribution Agreement (Rightside Group, Ltd.), Separation and Distribution Agreement (Rightside Group, Ltd.), Separation and Distribution Agreement (Rightside Group, Ltd.)

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Discharge of Liabilities. Except as otherwise expressly provided herein or in any of the Ancillary Agreements, from and after the Effective Time, (a) Demand Media Parent shall, and shall cause each other Demand Media Parent Entity to, assume, pay, perform and discharge all Demand Media Parent Liabilities in the ordinary course of business, consistent with past practice and (b) Rightside SpinCo shall, and shall cause each other Rightside SpinCo Entity to, assume, pay, perform and discharge all Rightside SpinCo Liabilities in the ordinary course of business, consistent with past practice. The agreements in this Section 3.13 3.12 are made by each Party for the sole and exclusive benefit of the other Party and the Entities affiliated with such other Party. To the extent reasonably requested to do so by the other Party, each Party agrees to execute and deliver such documents, in a form reasonably satisfactory to such Party, as may be reasonably necessary to evidence the assumption of any Liabilities hereunder.

Appears in 3 contracts

Samples: Separation and Distribution Agreement (SilverSun Technologies Holdings, Inc), Separation and Distribution Agreement (SilverSun Technologies Holdings, Inc), Separation and Distribution Agreement (SilverSun Technologies, Inc.)

Discharge of Liabilities. (a) Except as otherwise expressly provided herein or in any of the Ancillary Agreements, from and after the Effective Time, (ai) Demand Media Integra shall, and shall cause each other Demand Media Integra Entity to, assume, pay, perform and discharge all Demand Media Integra Liabilities in the ordinary course of business, consistent with past practice and (bii) Rightside SeaSpine shall, and shall cause each other Rightside SeaSpine Entity to, assume, pay, perform and discharge all Rightside SeaSpine Liabilities in the ordinary course of business, consistent with past practice. The agreements in this Section 3.13 are made by each Party for the sole and exclusive benefit of the other Party and the Entities affiliated with such other Party. To the extent reasonably requested to do so by the other Party, each Party agrees to execute and deliver such documents, in a form reasonably satisfactory to such Party, as may be reasonably necessary to evidence the assumption of any Liabilities hereunder.

Appears in 2 contracts

Samples: Separation and Distribution Agreement (SeaSpine Holdings Corp), Separation and Distribution Agreement (SeaSpine Holdings Corp)

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Discharge of Liabilities. a. Except as otherwise expressly provided herein or in any of the Ancillary Agreements, from and after the Effective Time, (a) Demand Media PDL shall, and shall cause each other Demand Media PDL Entity to, assume, pay, perform and discharge all Demand Media PDL Liabilities in the ordinary course of business, consistent with past practice and (b) Rightside LENSAR shall, and shall cause each other Rightside LENSAR Entity to, assume, pay, perform and discharge all Rightside LENSAR Liabilities in the ordinary course of business, consistent with past practice. The agreements in this Section 3.13 are made by each Party for the sole and exclusive benefit of the other Party and the Entities affiliated with such other Party. To the extent reasonably requested to do so by the other Party, each Party agrees to execute and deliver such documents, in a form reasonably satisfactory to such Party, as may be reasonably necessary to evidence the assumption of any Liabilities hereunder.

Appears in 1 contract

Samples: Separation and Distribution Agreement (PDL Biopharma, Inc.)

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