Novation of Liabilities. (a) Each Party, at the request of another Party, shall use best efforts to obtain, or to cause to be obtained, any Consent, substitution or amendment required to novate or assign all obligations under Contracts, licenses and other obligations or Liabilities for which a member of such Party’s Group and a member of another Party’s Group are jointly or severally liable and that do not constitute Liabilities of such other Party as provided in this Agreement (such other Party, the “Other Party”), or to obtain in writing the unconditional release of all parties to such arrangements (other than any member of the Group who Assumed or retained such Liability as set forth in this Agreement), so that, in any such case, the members of the applicable Group will be solely responsible for such Liabilities; provided, however, that no Party shall be obligated to pay any consideration therefor to any third party from whom any such Consent, substitution or amendment is requested (unless such Party is fully reimbursed by the requesting Party).
(b) If the Parties are unable to obtain, or to cause to be obtained, any such required Consent, release, substitution or amendment, the Other Party or a member of such Other Party’s Group shall continue to be bound by such Contract, license or other obligation that does not constitute a Liability of such Other Party and, unless not permitted by Law or the terms thereof, as agent or subcontractor for such Party, the Party or member of such Party’s Group who Assumed or retained such Liability as set forth in this Agreement (the “Liable Party”) shall, or shall cause a member of its Group to, pay, perform and discharge fully all the obligations or other Liabilities of such Other Party or member of such Other Party’s Group thereunder from and after the Effective Time. The Liable Party shall indemnify each Other Party and hold each of them harmless against any Liabilities (other than Liabilities of such Other Party) arising in connection therewith; provided, that the Liable Party shall have no obligation to indemnify any Other Party with respect to any matter to the extent that such Other Party has engaged in any knowing violation of Law, fraud or misrepresentation in connection therewith. The Other Party shall, without further consideration, promptly pay and remit, or cause to be promptly paid or remitted, to the Liable Party or to another member of the Liable Party’s Group, all money, rights and other consideration received by it or any mem...
Novation of Liabilities. (a) ALC shall use commercially reasonable efforts to (i) obtain, or cause to be obtained, any release, consent, substitution, approval or amendment required to novate all members of the Extendicare Group from and assign all obligations under Contracts, licenses and other obligations or Liabilities of any nature whatsoever that constitute Assumed Liabilities, or to obtain in writing the unconditional release of all members of the Extendicare Group to such obligations, so that, in any such case, ALC or any other ALC Company, shall be solely responsible for such Assumed Liabilities, (ii) terminate, or cause ALC Assets to be substituted in all respects for any Excluded Assets in respect of, the encumbrances on Excluded Assets which are securing any Assumed Liabilities and (iii) obtain the unconditional release of any member of the Extendicare Group from any guarantee of the Assumed Liabilities after the Separation.
(b) If ALC is unable to obtain, or to cause to be obtained, any such required release, consent, substitution, approval or amendment pursuant to Section 4.10, the applicable member of the Extendicare Group shall continue to be bound by such Contracts, licenses and other obligations or Liabilities and, unless not permitted by Law or the terms thereof, ALC shall, as agent or subcontractor for such member of the Extendicare Group, pay, perform and discharge fully all the obligations or other Liabilities of such member of the Extendicare Group thereunder from and after the Effective Time. ALC shall, and shall cause each other ALC Company, without further consideration to, pay and remit, or cause to be paid or remitted, to the applicable member of the Extendicare Group, promptly all money, rights and other consideration received by it or any other ALC Company in respect of such performance. ALC (i) shall indemnify and hold harmless each Extendicare Indemnitee against any Liabilities arising in connection therewith and (ii) without the prior written consent of Extendicare, from and after the Effective Time, shall not, and shall not permit any ALC Company to, renew or extend the term of, increase its obligations under or transfer any Contract, license or other obligation for which a member of the Extendicare Group is or may be liable, pursuant to which any Excluded Asset is or may be encumbered, unless all obligations of the members of the Extendicare Group and all encumbrances on any Excluded Asset with respect thereto are thereupon released and terminated...
Novation of Liabilities. 8.1 The Corporate Member acknowledges that the Agent may effect contracts of insurance (‘‘Relevant Contracts’’) on terms that those contracts will, in accordance with the custom and practice of the Lloyd’s market and any requirements of the Council for the time being applicable, constitute liabilities of the Managed Syndicate allocated to a given year of account (‘‘the Relevant Year of Account’’) notwithstanding that they are effected before the beginning of the year (‘‘the Relevant Year’’) which corresponds to the Relevant Year of Account, and the Corporate Member and the Agent agree that the following provisions of this clause shall have effect in relation to such contracts.
8.2 Subject to clause 8.2A, a Relevant Contract shall be deemed to be underwritten by the Agent on behalf of the Provisional Insurers, and a person is a Provisional Insurer for this purpose if the following conditions are satisfied when the Relevant Contract is effected:
(a) where the Relevant Year of Account is not the first year of account of the Managed Syndicate and he is a member of the Managed Syndicate for the year of account immediately preceding the Relevant Year of Account:
(i) the appointment of the Agent as his managing agent in respect of the Managed Syndicate under the Managing Agent’s Agreement between him and the Agent (or, in the case of the Corporate Member, this Agreement) has not terminated by reason of his death or bankruptcy or otherwise by operation of law, has not been terminated under clause 11.2 or 11.3 or 11.4 and is not liable to be terminated under clause 11.7 of the relevant agreement; and
(ii) no notice to terminate that appointment has been given or, unless the Agent accepts shorter notice than that specified in clause 11.5 of the relevant agreement, can be given to take effect in the Relevant Year under clause 11.5 or 11.6 of the relevant agreement;
(b) where the Relevant Year of Account is not the first year of account of the Managed Syndicate and he is not a member of the Managed Syndicate for the year of account immediately preceding the Relevant Year of Account:
(i) he has entered into an agreement with the Agent, in the same terms as this Agreement or in the terms of the Standard Managing Agent’s Agreement (General), under which the Agent will underwrite on his behalf as a member of the managed Syndicate for the Relevant Year of Account;
(ii) the conditions set out in sub-paragraphs (a)(i) and (ii) above are satisfied in relation to that agreemen...
Novation of Liabilities. Section 2.9 of the Separation Agreement (Novation of Liabilities) shall apply mutatis mutandis to this Agreement as if such provisions had been set out expressly in this Agreement.
Novation of Liabilities. (a) Each of Xxxxxx Oil and Xxxxxx USA, 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 Liabilities of any nature whatsoever that constitute Xxxxxx USA Liabilities, or to obtain in writing the unconditional release of all parties to such arrangements other than any member of the Xxxxxx USA Group so that, in any such case, the members of the Xxxxxx USA Group will be solely responsible for the Xxxxxx USA Liabilities (including by providing a substitute letter of credit of like amount or substitute guaranty for any existing letter of credit or guaranty, respectively); provided, however, that neither Xxxxxx Oil nor Xxxxxx USA 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, except for a substitute letter of credit or substitute guaranty as referenced in the prior parenthetical) to any third Person from whom any such consent, substitution, approval, amendment or release is requested.
(b) If Xxxxxx Oil or Xxxxxx USA is unable to obtain, or to cause to be obtained, any such required consent, substitution, approval, amendment or release and the applicable member of the Xxxxxx Oil Group continues to be bound by such agreement, lease, license or other Liability (each, an “Unreleased Xxxxxx USA Liability”), Xxxxxx USA shall, to the extent not prohibited by Applicable Law, as indemnitor, guarantor, agent or subcontractor for such member of the Xxxxxx Oil Group, as the case may be, (i) on a timely basis pay, perform and discharge fully all the Liabilities of such member of the Xxxxxx Oil Group that constitute Unreleased Xxxxxx USA Liabilities and (ii) 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 Xxxxxx Oil Group. If and when such consent, substitution, approval, amendment or release shall be obtained or the Unreleased Xxxxxx USA Liabilities shall otherwise become assignable or able to be novated, Xxxxxx Oil shall promptly assign, or cause to be assigned, and Xxxxxx USA or the applicable member of the Xxxxxx USA Group shall assume, such Unreleased Xxxxxx...
Novation of Liabilities. Each Party, at the request of the other, 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 required to novate or assign all Kellanova Liabilities or WKKC Liabilities, as applicable, and obtain in writing the unconditional release of each member of the other Party’s Group that is a party to any such arrangements, so that, in any such case, the members of the WKKC Group shall be solely responsible for such WKKC Liabilities and the members of the Kellanova Group shall be solely responsible for such Kellanova Liabilities; provided, however, that, except as otherwise expressly provided in this Agreement or any of the Ancillary Agreements, neither Kellanova nor WKKC 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 Liabilities. Sprint and Embarq will use commercially reasonable efforts to, and to cause the members of their respective Groups to, novate each agreement set forth on Schedule 2.04 in the name of the member of the Embarq Group or Sprint Group identified in Schedule 2.04 for that agreement, to substitute in all respects for the applicable member of the Embarq Group or Sprint Group as an original party to that agreement.
Novation of Liabilities. NTELOS and Wireline will use commercially reasonable efforts to, and to cause the members of their respective Groups to, novate each agreement set forth on Schedule 2.04 in the name of the member of the Wireline Group or NTELOS Group identified in Schedule 2.04 for that agreement, to substitute in all respects for the applicable member of the Wireline Group or NTELOS Group as an original party to that agreement.
Novation of Liabilities. (a) Each of FRP and Patriot, 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 Liabilities of any nature whatsoever that constitute Liabilities of the other Party’s Group; provided, however, that neither FRP nor Patriot shall be obligated to contribute any capital or pay any consideration in any form (other than a substitute letter of credit, or substitute guaranty to any third Person from whom any such consent, substitution, approval, amendment or release is requested).
(b) If FRP or Patriot is unable to obtain, or to cause to be obtained, any such required consent, substitution, approval, amendment or release and the applicable member of the other Party’s Group continues to be bound by such agreement, lease, license or other Liability (each, an “Unreleased Liability”), FRP or Patriot, as appropriate, shall, to the extent not prohibited by Applicable Law, as indemnitor, guarantor, agent or subcontractor for such member of the Real Estate Group or the Transportation Group, as the case may be, (i) on a timely basis pay, perform and discharge fully all the Liabilities of their Group that constitute Unreleased Liabilities and (ii) 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 other Party’s Group.
Novation of Liabilities. Each of SG and Xxxxx Inc., and their respective Subsidiaries, at the request of the other, shall use commercially reasonable efforts to: (a) obtain, or cause to be obtained, any Consent, substitution, or amendment required to novate or assign all Cowen Liabilities and obtain in writing the unconditional release of SG and any SG Subsidiary that is a party to any such arrangements, so that, in any such case, Xxxxx Inc. and its designated Subsidiaries shall be solely responsible for such Cowen Liabilities; (b) obtain, or cause to be obtained, any Consent, substitution, or amendment required to novate or assign all SG Liabilities and obtain in writing the unconditional release of Xxxxx Inc. and any Cowen Subsidiary that is a party to any such arrangements, so that, in any such case, SG and its designated Subsidiaries shall be solely responsible for such SG Liabilities; (c) unconditionally terminate and release any guarantees by SG or any SG Subsidiary of any Cowen Liabilities, provided, however, that a guarantee by SG or any SG Subsidiary of any Lease shall be subject to Section 2.06(a); and (d) unconditionally terminate and release any guarantees by Xxxxx Inc. or any Cowen Subsidiary of any SG Liabilities; provided, however, that nothing herein shall require any attempt to substitute Xxxxx Inc. or any Cowen Subsidiary for SG or any SG Subsidiary as a party in any Proceeding.
