Novation of Assumed Liabilities. (a) Except as otherwise specifically provided in Section 4.6 with respect to Shared Contracts and elsewhere in this Agreement, it is expressly understood and agreed to by the Parties that upon the assumption by eLoyalty of the Assumed Liabilities, TSC, its Subsidiaries and their respective officers, directors and employees shall be released unconditionally by eLoyalty from any and all Liability, whether joint, several or joint and several, for the discharge, performance or observance of any of the Assumed Liabilities, so that eLoyalty will be solely responsible for such Assumed Liabilities.
Novation of Assumed Liabilities. (a) Except as otherwise specifically provided in Section 2.6 with respect to Shared Contracts and elsewhere in this Agreement, it is expressly understood and agreed to by the Parties that upon the assumption by the TreeHouse Parties of the Assumed Liabilities, the Dxxx Parties and their respective officers, directors and employees shall be released unconditionally by the TreeHouse Parties from any and all Liabilities, whether joint, several or joint and several, for the discharge, performance or observance of any of the Assumed Liabilities, so that the TreeHouse Parties will be solely responsible for such Assumed Liabilities.
Novation of Assumed Liabilities. (a) Each of RWE and AWW, at the request of the other, shall use its commercially reasonable efforts to obtain, or to cause to be obtained, any Consent, substitution or amendment required to novate or assign to the applicable Person in the AWW Group all agreements, leases and licenses, all obligations under agreements, leases and licenses and all other obligations or Liabilities of any nature whatsoever that constitute Assumed Liabilities, or to obtain in writing the unconditional release of all parties to such arrangements other than any Person in the AWW Group, so that, in any such case, the applicable Person in the AWW Group will be solely responsible for such Assumed Liabilities; provided, however, that neither RWE nor AWW shall be obligated to pay any consideration therefor to any third party from whom such Consents, substitutions, amendments or releases are requested; provided further, however, that any legal fees or other administrative costs associated with obtaining such Consents, substitutions, amendments or releases shall be borne by AWW.
Novation of Assumed Liabilities. (a) Xxxxxxx or its ------------------------------- Subsidiaries, at the request of Baxter or its Subsidiaries, shall use commercially reasonable efforts to obtain, or cause to be obtained, any consent, approval, release, substitution or amendment required to novate (including with respect to any federal government contract) or assign all obligations under the Assumed Liabilities, or to obtain in writing the unconditional release of all parties to such arrangements other than Xxxxxxx or its Subsidiaries; provided, -------- however, that Xxxxxxx and its Subsidiaries shall not be obligated to pay any ------- consideration therefor to any third-party from whom such consents, approvals, releases, substitutions or amendments are requested.
Novation of Assumed Liabilities. (a) It is expressly understood and agreed to by the parties that upon the assumption by Xxxxxxx Optionholder of the Assumed Liabilities, Xxxxxx Japan and its officers, directors, and employees shall be released unconditionally by Xxxxxxx Optionholder from any and all Liability, whether joint, several or joint and several, for the discharge, performance or observance of any of the Assumed Liabilities, so that Xxxxxxx Optionholder will be solely responsible for such Assumed Liabilities.
Novation of Assumed Liabilities. (a) At the request of Xxxxxx, SDG shall use its reasonable efforts to obtain, and to cause to be obtained, any consent, substitution, approval or amendment required to novate or assign all Liabilities that constitute Games Liabilities, or to obtain in writing the unconditional release of all parties to such arrangements other than any member of the SDG Group, so that, in any such case, members of the SDG Group will be solely responsible for such Liabilities; provided that if such consent, substitution, approval or amendment is not obtained as of the Separation Date, SDG shall indemnify and hold harmless members of the Xxxxxx Group from any and against all Losses arising from or relating to such Liabilities in accordance with the provisions of Section 7.01.
Novation of Assumed Liabilities. 21 7.5. Further Assurances............................................ 22 7.6.
Novation of Assumed Liabilities. Each of ESH and SIH, at the request of the other, shall use its commercially reasonable efforts to obtain, or to cause to be obtained, any consent, substitution, approval or amendment required to novate or assign to SIH all obligations under agreements, leases, licenses and other obligations or Liabilities of any nature whatsoever that constitute the Assumed Liabilities, or to obtain in writing the unconditional release of all parties to such arrangements other than SIH or any of its Affiliates, so that, in any such case, SIH and/or its Affiliates will be responsible for such Liabilities; provided, however, that any legal fees or other administrative costs associated with obtaining such consents, approvals, substitution, amendments and releases shall be borne by SIH.
Novation of Assumed Liabilities. (a) Each of Partnership and Partnership GP, on the one hand, and Pasadena Holdings, on the other hand, at the request of the other, shall endeavor, if reasonably practicable, to obtain, or to cause to be obtained, if reasonably practicable, any consent, substitution, approval or amendment required to novate or assign all obligations under agreements, leases, licenses and other obligations or Liabilities of any nature whatsoever that constitute Assumed Liabilities, or to obtain in writing the unconditional release of all parties to such arrangements other than any Pasadena Group member, so that, in any such case, the Pasadena Group members will be solely responsible for the Assumed Liabilities; provided, however, that neither Partnership nor Pasadena Holdings 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 Party from whom any such consent, substitution, approval, amendment or release is requested.
Novation of Assumed Liabilities. Purchaser shall, and AIG shall cause Sellers to, use their respective reasonable efforts to obtain, or cause to be obtained, any consent, substitution, approval or amendment required to novate all Assumed Liabilities to Purchaser or to obtain in writing the unconditional release of Sellers and their respective Affiliates so that, in any such case, Purchaser shall be solely responsible for such Assumed Liabilities.
