New Parkway Liabilities Sample Clauses

New Parkway Liabilities. (i) Each of the Parties shall use its commercially reasonable efforts to obtain, or to cause to be obtained, as soon as reasonably practicable, any consent, substitution, approval or amendment (each, a “Novation”) required to novate or assign all New Parkway Liabilities and obtain in writing the unconditional release of each member of the Cousins Group that is an obligor with respect to each New Parkway Liability, and, to the extent required, to obtain the applicable releases by executing replacement guarantees, so that, in any such case, the members of the New Parkway Group shall be solely responsible for such New Parkway Liabilities. (ii) If, after using commercially reasonable efforts in accordance with the foregoing clause (i), the Parties are unable to obtain, or to cause to be obtained, any such Novation and the applicable member of the Cousins Group continues to be bound by such New Parkway Liability (each, an “Unreleased New Parkway Liability”), New Parkway LP shall, to the extent not prohibited by Law, as indemnitor, guarantor, agent or subcontractor for such member of the Cousins Group, as the case may be, (x) indemnify, defend and hold harmless such member of the Cousins Group from, and pay, perform and discharge fully all of the obligations or other Liabilities of such member of the Cousins Group that constitute, such Unreleased New Parkway Liability from and after the Distribution Effective Time, and (y) use its commercially reasonable efforts to effect such payment, performance or discharge prior to any demand for such payment, performance or discharge is permitted to be made by the obligee thereunder on any member of the Cousins Group. If and when any such Novation shall be obtained or the Unreleased New Parkway Liabilities shall otherwise become assignable or able to be novated, Cousins shall promptly assign, or cause to be assigned, and New Parkway or the applicable New Parkway Group member shall assume, such Unreleased New Parkway Liabilities without exchange of further consideration. Cousins agrees, on behalf of itself and the other members of the Cousins Group, not to renew or extend the term of, increase any obligations under, decrease any rights under or transfer to a Third Party such Unreleased New Parkway Liability.