Common use of Novation of Assumed Liabilities Clause in Contracts

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. (b) The TreeHouse Parties, at the reasonable request of any Dxxx Party, shall use commercially reasonable efforts to obtain, or cause to be obtained, any consent, approval, release, substitution or amendment required to novate or assign all obligations under the Assumed Liabilities, or to obtain in writing the unconditional release of all parties to such arrangements other than the TreeHouse Parties. (c) If a TreeHouse Party is unable to obtain any such consent, approval, release, substitution or amendment required to novate or assign an obligation under an Assumed Liability, the applicable Dxxx Party shall continue to be bound by such Assumed Liability and, unless not permitted by law or the terms thereof, the TreeHouse Parties shall, as agent or subcontractor for the Dxxx Parties, pay, perform and discharge fully all of the obligations or other Liabilities of the Dxxx Parties thereunder from and after the Distribution Date. The TreeHouse Parties shall indemnify and hold harmless the Dxxx Parties against any Liabilities arising in connection with such Assumed Liability. Except as otherwise set forth in this Agreement, the Dxxx Parties shall, without further consideration, pay and remit, or cause to be paid or remitted, to the applicable TreeHouse Party promptly the after-tax amount of all money, rights and other consideration received by it in respect of such performance (unless any such consideration is a Retained Asset). If and when any such consent, approval, release, substitution or amendment shall be obtained or such Assumed Liability shall otherwise become assignable or be able to be novated, the applicable Dxxx Party shall thereafter assign, or cause to be assigned, all of their rights, obligations and other Liabilities thereunder to the applicable TreeHouse Party, without payment of further consideration, and the TreeHouse Parties shall, without the payment of any further consideration, assume such rights and obligations.

Novation of Assumed Liabilities. (a) Except as otherwise specifically provided in Section 2.6 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 the TreeHouse Parties eLoyalty of the Assumed Liabilities, the Dxxx Parties TSC, its Subsidiaries and their respective officers, directors and employees shall be released unconditionally by the TreeHouse Parties eLoyalty from any and all LiabilitiesLiability, whether joint, several or joint and several, for the discharge, performance or observance of any of the Assumed Liabilities, so that the TreeHouse Parties eLoyalty will be solely responsible for such Assumed Liabilities. (b) The TreeHouse PartieseLoyalty, at the reasonable request of any Dxxx PartyTSC, 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 the TreeHouse PartieseLoyalty; provided, however, that eLoyalty shall not be obligated to pay any consideration therefor to any third party from whom such consents, approvals, releases, substitutions or amendments are requested. (c) If a TreeHouse Party eLoyalty is unable to obtain obtain, or to cause to be obtained, any such required consent, approval, release, substitution or amendment required to novate or assign an obligation under an Assumed Liabilityamendment, the applicable Dxxx Party TSC shall continue to be bound by such Assumed Liability and, unless not permitted by law or the terms thereof, the TreeHouse Parties eLoyalty shall, as agent or subcontractor for the Dxxx PartiesTSC, pay, perform and discharge fully all of the obligations or other Liabilities of the Dxxx Parties TSC thereunder from and after the Distribution Datedate hereof. The TreeHouse Parties eLoyalty shall indemnify and hold harmless the Dxxx Parties TSC against any Liabilities arising in connection with such Assumed Liability or with eLoyalty's payment, performance and discharge of such Assumed Liability. Except as otherwise set forth in this Agreement, the Dxxx Parties TSC shall, without further consideration, pay and remit, or cause to be paid or remitted, to the applicable TreeHouse Party eLoyalty promptly the after-tax amount of all money, rights and other consideration received by it in respect of such performance (unless any such consideration is a Retained Asset), increased by any actual tax benefit derived by TSC as a result of such payment or remittance (with such tax benefit determined pursuant to Section 12.5(d)). If and when any such consent, approval, release, substitution or amendment shall be obtained or such Assumed Liability shall otherwise become assignable or be able to be novated, the applicable Dxxx Party TSC shall thereafter assign, or cause to be assigned, all of their its rights, obligations and other Liabilities thereunder to the applicable TreeHouse Party, eLoyalty without payment of further consideration, consideration and the TreeHouse Parties eLoyalty shall, without the payment of any further consideration, assume such rights and obligations.

Novation of Assumed Liabilities. (a) Except as otherwise specifically provided in Section 2.6 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 the TreeHouse Parties VYGP of the Assumed Liabilities, the Dxxx Parties VIGC, its Subsidiaries and their respective officers, directors and employees shall be released unconditionally by the TreeHouse Parties VYGP from any and all LiabilitiesLiability, whether joint, several or joint and several, for the discharge, performance or observance of any of the Assumed Liabilities, so that the TreeHouse Parties VYGP will be solely responsible for such Assumed Liabilities. (b) The TreeHouse PartiesVYGP, at the reasonable request of any Dxxx PartyVIGC, 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 the TreeHouse PartiesVYGP; provided, however, that VYGP shall not be obligated to pay any consideration therefore to any third party from whom such consents, approvals, releases, substitutions or amendments are requested. (c) If a TreeHouse Party VYGP is unable to obtain obtain, or to cause to be obtained, any such required consent, approval, release, substitution or amendment required to novate or assign an obligation under an Assumed Liabilityamendment, the applicable Dxxx Party VIGC shall continue to be bound by such Assumed Liability and, unless not permitted by law or the terms thereof, the TreeHouse Parties VYGP shall, as agent or subcontractor for the Dxxx PartiesVIGC, pay, perform and discharge fully all of the obligations or other Liabilities of the Dxxx Parties VIGC thereunder from and after the Distribution Datedate hereof. The TreeHouse Parties VYGP shall indemnify and hold harmless the Dxxx Parties VIGC against any Liabilities arising in connection with such Assumed Liability or with VYGP's payment, performance, and discharge of such Assumed Liability. Except as otherwise set forth in this Agreement, the Dxxx Parties VIGC shall, without further consideration, pay and remit, or cause to be paid or remitted, to the applicable TreeHouse Party VYGP promptly the after-tax amount of all money, rights and other consideration received by it in respect of such performance (unless any such consideration is a Retained Asset), increased by any actual tax benefit derived by VIGC as a result of such payment or remittance (with such tax benefit determined pursuant to Section 12.5(d)). If and when any such consent, approval, release, substitution or amendment shall be obtained or such Assumed Liability shall otherwise become assignable or be able to be novated, the applicable Dxxx Party VIGC shall thereafter assign, or cause to be assigned, all of their its rights, obligations and other Liabilities thereunder to the applicable TreeHouse Party, VYGP without payment of further consideration, consideration and the TreeHouse Parties VYGP shall, without the payment of any further consideration, assume such rights and obligations.

Novation of Assumed Liabilities. (a) Except as otherwise ------------------------------- specifically provided in Section 2.6 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 the TreeHouse Parties eLoyalty of the Assumed Liabilities, the Dxxx Parties TSC, its Subsidiaries and their respective officers, directors and employees shall be released unconditionally by the TreeHouse Parties eLoyalty from any and all LiabilitiesLiability, whether joint, several or joint and several, for the discharge, performance or observance of any of the Assumed Liabilities, so that the TreeHouse Parties eLoyalty will be solely responsible for such Assumed Liabilities. (b) The TreeHouse PartieseLoyalty, at the reasonable request of any Dxxx PartyTSC, 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 the TreeHouse PartieseLoyalty; provided, however, that -------- ------- eLoyalty shall not be obligated to pay any consideration therefor to any third party from whom such consents, approvals, releases, substitutions or amendments are requested. (c) If a TreeHouse Party eLoyalty is unable to obtain obtain, or to cause to be obtained, any such required consent, approval, release, substitution or amendment required to novate or assign an obligation under an Assumed Liabilityamendment, the applicable Dxxx Party TSC shall continue to be bound by such Assumed Liability and, unless not permitted by law or the terms thereof, the TreeHouse Parties eLoyalty shall, as agent or subcontractor for the Dxxx PartiesTSC, pay, perform and discharge fully all of the obligations or other Liabilities of the Dxxx Parties TSC thereunder from and after the Distribution Datedate hereof. The TreeHouse Parties eLoyalty shall indemnify and hold harmless the Dxxx Parties TSC against any Liabilities arising in connection with such Assumed Liability or with eLoyalty's payment, performance and discharge of such Assumed Liability. Except as otherwise set forth in this Agreement, the Dxxx Parties TSC shall, without further consideration, pay and remit, or cause to be paid or remitted, to the applicable TreeHouse Party eLoyalty promptly the after-tax amount of all money, rights and other consideration received by it in respect of such performance (unless any such consideration is a Retained Asset), increased by any actual tax benefit derived by TSC as a result of such payment or remittance (with such tax benefit determined pursuant to Section 12.5(d)). If and when any such consent, --------------- approval, release, substitution or amendment shall be obtained or such Assumed Liability shall otherwise become assignable or be able to be novated, the applicable Dxxx Party TSC shall thereafter assign, or cause to be assigned, all of their its rights, obligations and other Liabilities thereunder to the applicable TreeHouse Party, eLoyalty without payment of further consideration, consideration and the TreeHouse Parties eLoyalty shall, without the payment of any further consideration, assume such rights and obligations.

Novation of Assumed Liabilities. (a) Except as otherwise specifically provided in Section 2.6 with respect to Shared Contracts Each of Partnership and elsewhere in this AgreementPartnership GP, it is expressly understood on the one hand, and agreed to by Pasadena Holdings, on 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. (b) The TreeHouse Partiesother hand, at the reasonable request of any Dxxx Partythe other, shall use commercially reasonable efforts endeavor, if reasonably practicable, to obtain, or to cause to be obtained, if reasonably practicable, any consent, approvalsubstitution, release, substitution approval or amendment required to novate or assign all obligations under the 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 TreeHouse Parties. 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 (cincluding providing any letter of credit, guaranty or other financial accommodation) If a TreeHouse to any Third Party is unable to obtain from whom any such consent, substitution, approval, releaseamendment or release is requested. (b) If Partnership and Partnership GP, substitution on the one hand, or Pasadena Holdings, on the other hand, are unable to obtain, or to cause to be obtained, any such required consent, substitution, approval, amendment required to novate or assign an obligation under an Assumed Liability, release and the applicable Dxxx Party shall continue Partnership Group member continues to be bound by such Assumed agreement, lease, license or other obligation or Liability and(each, unless not permitted by law or the terms thereofan “Unreleased Pasadena Liability”), the TreeHouse Parties Pasadena Holdings shall, to the extent not prohibited by Law, as indemnitor, guarantor, agent or subcontractor for such Partnership Group member, as the Dxxx Partiescase may be, (i) pay, perform and discharge fully all of the obligations or other Liabilities of the Dxxx Parties thereunder such Partnership Group member that constitute Unreleased Pasadena Liabilities from and after the Distribution Date. The TreeHouse Parties shall indemnify Separation Date and hold harmless the Dxxx Parties against any Liabilities arising in connection with (ii) use its commercially reasonable efforts to effect such Assumed Liability. Except as otherwise set forth in this Agreementpayment, the Dxxx Parties shall, without further consideration, pay and remitperformance, or cause discharge prior to any demand for such payment, performance, or discharge is permitted to be paid or remitted, to made by the applicable TreeHouse Party promptly the after-tax amount of all money, rights and other consideration received by it in respect of such performance (unless obligee thereunder on any such consideration is a Retained Asset)Partnership Group member. If and when any such consent, substitution, approval, release, substitution amendment or amendment release shall be obtained or such Assumed Liability the Unreleased Pasadena Liabilities shall otherwise become assignable or be able to be novated, the applicable Dxxx Party Partnership shall thereafter promptly assign, or cause to be assigned, all of their rights, obligations and other Liabilities thereunder to Pasadena Holdings or the applicable TreeHouse PartyPasadena Group member shall assume, such Unreleased Pasadena Liabilities without payment exchange of further consideration, and the TreeHouse Parties shall, without the payment of any further consideration, assume such rights and obligations.