GM Contingent Liabilities Clause Samples

GM Contingent Liabilities. (a) Following the Split-Off Effective Time, ▇▇▇▇▇▇ shall use commercially reasonable efforts to assume all of the obligations and commitments of GM or any GM Affiliate under, and shall indemnify and hold GM and the GM Affiliates harmless from and against, any and all Liabilities (as defined below), including reasonable attorneys' fees, incurred or which may be incurred by GM or any GM Affiliate resulting from or arising out of, the obligations and commitments that GM or any GM Affiliate has undertaken on behalf of ▇▇▇▇▇▇ (or any Person (as defined in the Stock Purchase Agreement) which prior to the Split-Off was a ▇▇▇▇▇▇ Affiliate) remaining in effect following the Split-Off Effective Time; provided that during the period from and after the Split-Off Effective Time until the Merger Effective Time (the "Interim Period"), GM shall not enter into any further obligations or commitments on behalf of ▇▇▇▇▇▇ or any such Person that GM has not committed prior to the Split-Off Effective Time to enter into. ▇▇▇▇▇▇ shall use commercially reasonable efforts to obtain the termination of any such obligation or commitment or the full and unconditional release of GM and the GM Affiliates from any such obligation or commitment. (b) Following the Split-Off Effective Time, GM shall use commercially reasonable efforts to assume all of the obligations and commitments of ▇▇▇▇▇▇ or any ▇▇▇▇▇▇ Affiliate under, and shall indemnify and hold ▇▇▇▇▇▇ and the ▇▇▇▇▇▇ Affiliates harmless from and against, any and all Liabilities, including reasonable attorneys' fees, incurred or which may be incurred by ▇▇▇▇▇▇ or any ▇▇▇▇▇▇ Affiliate resulting from or arising out of, the obligations and commitments that ▇▇▇▇▇▇ or any ▇▇▇▇▇▇ Affiliate has undertaken on behalf of GM (or any Person which prior to the Split-Off was a GM Affiliate) remaining in effect following the Split-Off Effective Time; provided that during the Interim Period, ▇▇▇▇▇▇ shall not enter into any further obligations or commitments on behalf of GM or any such Person that ▇▇▇▇▇▇ has not committed prior to the Split-Off Effective Time to enter into. GM shall use commercially reasonable efforts to obtain the termination of any such obligation or commitment or the full and unconditional release of ▇▇▇▇▇▇ and the ▇▇▇▇▇▇ Affiliates from any such obligation or commitment. (c) For the purposes of this Agreement, "Liabilities" means any and all indebtedness, liabilities, obligations, guarantees, claims, costs and expenses (other than Ta...