Common use of Novation of Liabilities Clause in Contracts

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 member of its Group in respect of such performance by the Liable Party (unless any such consideration is an Asset of such Other Party pursuant to this Agreement). If and when any such Consent, release, substitution or amendment shall be obtained or such agreement, lease, license or other rights or obligations shall otherwise become assignable or able to be novated, the Other Party shall promptly Transfer all rights, obligations and other Liabilities thereunder of any member of such Other Party’s Group to the Liable Party or to another member of the Liable Party’s Group without payment of any further consideration and the Liable Party, or another member of such Liable Party’s Group, without the payment of any further consideration, shall Assume such rights and Liabilities. (c) If the Liable Party (i) suffers a downgrade to its senior debt credit rating to below BB (as rated by Standard & Poor’s) or (ii) no longer has its debt securities rated by any nationally recognized credit rating agencies, then, upon the demand of the Other Party, such Liable Party shall be required to post an irrevocable letter of credit or similar security obligation reasonably acceptable to the Other Party in an amount reasonably necessary to provide security to the Other Party for the Liable Party’s obligations pursuant to Section 2.9(b); provided, however, that the foregoing shall not apply with respect to Assumed Tyco Contingent Liability. For the avoidance of doubt, the posting of such a letter of credit or similar security obligation shall in no event relieve the issuing Party’s obligations pursuant to Section 2.9(b), and shall not result in a cap or limitation on such Party’s Liabilities with respect thereto.

Novation of Liabilities. (a) Each PartyExcept as set forth in Schedule 2.5(a) and in Section 5.1 of the Intellectual Property Agreement, each of UTC, Carrier and Otis, at the request of another any other Party, shall use best its commercially reasonable efforts to obtain, or to cause to be obtained, as soon as reasonably practicable, any Consentconsent, substitution substitution, approval or amendment required to novate or assign all obligations under ContractsUTC Liabilities, licenses Carrier Liabilities or Otis Liabilities, as applicable, 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 each member of the each other Party’s Group who Assumed or retained that is a party to any such Liability as set forth in this Agreement)arrangements, so that, in any such case, the members of the applicable Carrier Group will shall be solely responsible for such Carrier Liabilities, the members of the Otis Group shall be solely responsible for such Otis Liabilities, and the members of the UTC Group shall be solely responsible for such UTC Liabilities; provided, howeverthat, that no Party except as otherwise expressly provided in this Agreement or any of the Ancillary Agreements, none of UTC, Carrier or Otis shall be obligated to contribute any capital or pay any consideration therefor in any form (including providing any letter of credit, guaranty or other financial accommodation or agreeing to amended contract terms) to any third party Third Party from whom any such Consentconsent, substitution substitution, approval, amendment or amendment release is requested (unless such Party is fully reimbursed by the requesting Party)requested. (b) If the Parties are unable to obtain, or to cause to be obtained, any such required Consentconsent, releasesubstitution, substitution approval, amendment or amendment, the Other Party or release and a member of such Other Party’s any Group shall continue (the “Bound Member”) continues to be bound by any such Contractarrangement or responsible for any such Liability with respect to which such Bound Member would not be bound or responsible had such required consent, license substitution, approval, amendment or other obligation that does not constitute a Liability of such Other Party andrelease been obtained (each, unless not permitted by Law or the terms thereof, as agent or subcontractor for such Partyan “Unreleased Liability”), the Party or member of such Party’s to whose Group who Assumed or retained such Liability as set forth in is allocated under this Agreement (the “Liable Designated Party”) shall, to the extent not prohibited by Law, as indemnitor, guarantor, agent or shall cause a member of its Group tosubcontractor for the Bound Member, as the case may be, (i) pay, perform and discharge fully all the obligations or other Liabilities of such Other Party or member of such Other Party’s Group thereunder the Bound Member that constitute Unreleased Liabilities from and after the Effective Time. The Liable Party shall indemnify each Other Party Time and hold each of them harmless against any Liabilities (other than Liabilities of ii) use its commercially reasonable efforts to effect such Other Party) arising in connection therewith; providedpayment, that the Liable Party shall have no obligation to indemnify any Other Party with respect to any matter performance or discharge prior to the extent that time any demand for such Other Party has engaged in any knowing violation of Lawpayment, fraud performance or misrepresentation in connection therewith. The Other Party shall, without further consideration, promptly pay and remit, or cause discharge is permitted to be promptly paid or remitted, to made by the Liable Party or to another obligee thereunder on any member of the Liable PartyBound Member’s Group, all money, rights and other consideration received by it or any member of its Group in respect of such performance by the Liable Party (unless any such consideration is an Asset of such Other Party pursuant to this Agreement). If and when any such Consentconsent, releasesubstitution, substitution approval, amendment or amendment release shall be obtained or such agreement, lease, license or other rights or obligations the Unreleased Liabilities shall otherwise become assignable or able to be novated, the Other Party Bound Member shall promptly Transfer all rightsassign, obligations or cause to be assigned, and other Liabilities thereunder of any the Designated Party or the applicable member of its Group shall assume, such Other Party’s Group to the Liable Party or to another member Unreleased Liabilities without exchange of the Liable Party’s Group without payment of any further consideration and the Liable Party, or another member of such Liable Party’s Group, without the payment of any further consideration, shall Assume such rights and Liabilities. (c) If Without limiting the Liable Party Parties’ rights and obligations pursuant to Article IV: (i) suffers if Carrier or Otis, or any member of their respective Groups, is a downgrade named defendant in a Third-Party Claim that does not arise out of any UTC Liabilities but to which UTC or a member of its senior debt credit rating Group is a named defendant, Carrier or Xxxx, as applicable, shall promptly use, or cause the applicable member of its Group to below BB (use, commercially reasonable efforts to obtain the dismissal of UTC or any applicable members of the UTC Group as rated by Standard & Poor’s) or defendants to such Third-Party Claim; (ii) no longer has if UTC or Carrier, or any member of their respective Groups, is a named defendant in a Third-Party Claim that does not arise out of any Otis Liabilities but to which Otis or a member of its debt securities rated by Group is a named defendant, UTC or Carrier, as applicable, shall promptly use, or cause the applicable member of its Group to use, commercially reasonable efforts to obtain the dismissal of Otis or any nationally recognized credit rating agencies, then, upon the demand applicable members of the Other PartyOtis Group as defendants to such Third-Party Claim; and (iii) if UTC or Otis, or any member of their respective Groups, is a named defendant in a Third-Party Claim that does not arise out of any Carrier Liabilities but to which Carrier or a member of its Group is a named defendant, UTC or Xxxx, as applicable, shall promptly use, or cause the applicable member of its Group to use, commercially reasonable efforts to obtain the dismissal of Carrier or any applicable members of the Carrier Group as defendants to such Liable Third-Party Claim. Notwithstanding the foregoing, no Party or member of its Group shall be required to post an irrevocable letter of credit or similar security obligation reasonably acceptable to the Other Party in an amount reasonably necessary to provide security to the Other Party for the Liable Party’s obligations take any action pursuant to this Section 2.9(b); provided, however, 2.5(c) that the foregoing shall not apply with would reasonably be expected to be detrimental in any material respect to Assumed Tyco Contingent Liability. For such Person’s litigation strategy or defense of the avoidance of doubt, the posting of such a letter of credit applicable Third-Party Claim or similar security obligation shall in no event relieve the issuing Party’s obligations pursuant to Section 2.9(b), and shall not result in a cap or limitation on such Party’s Liabilities with respect theretoany related Third-Party Claim.

Novation of Liabilities. (a) Each Party, at the request of another the other Party, shall use reasonable best efforts to obtain, or to cause to be obtained, any Consent, Governmental Approval, substitution or amendment required to novate or assign to the fullest extent permitted by applicable Law all obligations under Contracts, licenses Contracts and other obligations or Liabilities for which a member of such Party’s Group and a member of another the other 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 Other Party’s Group who which Assumed or retained such Liability as set forth in this Agreement), so that, in any such case, the members of the applicable Group will shall be solely responsible for such Liabilities; provided, however, that no Party shall be obligated to pay any consideration (or otherwise incur any Liability or obligation) therefor to any third party from whom any such Consent, Governmental Authority, substitution or amendment is requested (unless such Party is fully reimbursed or otherwise made whole by the requesting Party). (b) If the Parties are unable to obtain, or to cause to be obtained, any such required Consent, Governmental Approval, release, substitution or amendmentamendment required to novate, fully assign or fully release any such obligations under Contracts or any Liabilities, (i) the Other Party shall nonetheless use reasonable best efforts to assign or release, including by executing any such assignment which does not release the Other Party from its obligations under such Contract or from such Liability, to the fullest extent permitted and (ii) the Other Party or a member of such Other Party’s Group shall continue to be bound by such Contract, license or other obligation Contract 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 Time in each Other Party and hold each of them harmless against any Liabilities (other than Liabilities of such Other Party) arising case in connection therewith; provided, that the Liable Party shall have no obligation to indemnify any Other Party accordance 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 therewithSection 2.6. The Other Party shall, without further consideration, promptly pay and remit, or cause to be promptly paid or remitted, to the Liable Party or or, at the direction of the Liable Party, to another member of the Liable Party’s Group, all money, rights and other consideration received by it or any member of its Group in respect of such performance by the Liable Party (unless any such consideration is an Asset of such Other Party pursuant to this Agreement). If and when any such Consent, Governmental Approval, release, substitution or amendment shall be obtained or such agreement, lease, license or other rights or obligations shall otherwise become assignable or able to be novated, the Other Party shall promptly Transfer or cause the Transfer of, as applicable, all rights, obligations and other Liabilities thereunder of such Other Party or of any member of such Other Party’s Group to the Liable Party or to another member of the Liable Party’s Group without payment of any further consideration and the Liable Party, or another member of such Liable Party’s Group, without the payment of any further consideration, Group shall Assume such rights and Liabilities. (c) If the Liable Party (i) suffers a downgrade to its senior debt credit rating to below BB (as rated by Standard & Poor’s) or (ii) no longer has its debt securities rated by any nationally recognized credit rating agencies, then, upon the demand of the Other Party, such Liable Party shall be required to post an irrevocable letter of credit or similar security obligation reasonably acceptable Liabilities to the Other Party fullest extent permitted by applicable Law in an amount reasonably necessary to provide security to the Other Party for the Liable Party’s obligations pursuant to accordance with Section 2.9(b2.6(b); provided, however, that the foregoing shall not apply with respect to Assumed Tyco Contingent Liability. For the avoidance of doubt, the posting of such a letter of credit or similar security obligation shall in no event relieve the issuing Party’s obligations pursuant to Section 2.9(b), and shall not result in a cap or limitation on such Party’s Liabilities with respect thereto.

Novation of Liabilities. (a) Each Party, at the request of another the other Party, shall use reasonable best efforts (i) 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 the other Party’s Group are prior to the Relevant Time jointly or severally liable and that do not constitute Liabilities of such other Party following the Relevant Time as provided in this Agreement (such other Party, the “Other Party”), or (ii) 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 the 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 the Other Party’s Group thereunder from and after the Effective Relevant Time. The Liable Party shall indemnify each the Other Party and hold each of them harmless against any Liabilities (other than Liabilities of such Other Party) arising in connection therewith; provided, however, that the Liable Party shall have no obligation to indemnify any the Other Party with respect to any matter to the extent that such Other Party has engaged in any knowing violation of Lawlosses resulting from their gross negligence, fraud willful misconduct or misrepresentation in connection therewithbad faith. 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 any member of the Liable Party’s Group, all any money, rights and other consideration received by it or any member of its Group in respect of such performance by the Liable Party (unless any such consideration is an Asset of such Other Party pursuant to this Agreement). If and when any such Consent, release, substitution or amendment shall be obtained or such agreement, lease, license or other rights or obligations shall otherwise become assignable or able to be novated, the Other Party shall promptly Transfer all rights, obligations rights and other Liabilities thereunder of any member of such Other Party’s Group to the Liable Party Party, or to another member of the Liable Party’s Group Group, without payment of any further consideration and the Liable Party, or another member of such the Liable Party’s Group, without the payment of any further consideration, shall Assume such rights and Liabilities. (c) If the Liable Party (i) suffers a downgrade to its senior debt credit rating to below BB (as rated by Standard & Poor’s) or (ii) no longer has its debt securities rated by any nationally recognized credit rating agencies, then, upon the demand of the Other Party, such Liable Party shall be required to post an irrevocable letter of credit or similar security obligation reasonably acceptable to the Other Party in an amount reasonably necessary to provide security to the Other Party for the Liable Party’s obligations pursuant to Section 2.9(b); provided, however, that the foregoing shall not apply with respect to Assumed Tyco Contingent Liability. For the avoidance of doubt, the posting of such a letter of credit or similar security obligation shall in no event relieve the issuing Party’s obligations pursuant to Section 2.9(b), and shall not result in a cap or limitation on such Party’s Liabilities with respect thereto.

Novation of Liabilities. (a) Each Party, at the request of another Party, shall use reasonable best efforts (i) 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 prior to the Relevant Time jointly or severally liable and that do not constitute Liabilities of such other Party following the Relevant Time as provided in this Agreement (such other Party, the “Other Party”), or (ii) 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 the 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 the 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 Lawlosses resulting from their gross negligence, fraud willful misconduct or misrepresentation in connection therewithbad faith. 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 any member of the Liable Party’s Group, all any money, rights and other consideration received by it or any member of its Group in respect of such performance by the Liable Party (unless any such consideration is an Asset of such Other Party pursuant to this Agreement). If and when any such Consent, release, substitution or amendment shall be obtained or such agreement, lease, license or other rights or obligations shall otherwise become assignable or able to be novated, the Other Party shall promptly Transfer all rights, obligations rights and other Liabilities thereunder of any member of such Other Party’s Group to the Liable Party Party, or to another member of the Liable Party’s Group Group, without payment of any further consideration and the Liable Party, or another member of such the Liable Party’s Group, without the payment of any further consideration, shall Assume such rights and Liabilities. (c) If the Liable Party (i) suffers a downgrade to its senior debt credit rating to below BB (as rated by Standard & Poor’s) or (ii) no longer has its debt securities rated by any nationally recognized credit rating agencies, then, upon the demand of the Other Party, such Liable Party shall be required to post an irrevocable letter of credit or similar security obligation reasonably acceptable to the Other Party in an amount reasonably necessary to provide security to the Other Party for the Liable Party’s obligations pursuant to Section 2.9(b); provided, however, that the foregoing shall not apply with respect to Assumed Tyco Contingent Liability. For the avoidance of doubt, the posting of such a letter of credit or similar security obligation shall in no event relieve the issuing Party’s obligations pursuant to Section 2.9(b), and shall not result in a cap or limitation on such Party’s Liabilities with respect thereto.

Novation of Liabilities. (a) Each Party, at the request of another Party (such other Party, the “Other Party”), shall use best commercially reasonable efforts to obtain, or to cause to be obtained, any Consent, release, substitution or amendment required to novate or assign to the fullest extent permitted by Law all obligations under Contracts (other than Shared Contracts, licenses which shall be governed by Section 2.2(d)), and other obligations or Liabilities (other than with regard to guarantees or Credit Support Instruments, which shall be governed by Section 2.10) for which a member of such Party’s Group and a member of another the Other Party’s Group are jointly or severally liable and that do not constitute Liabilities of such other Other Party as provided in this Agreement (such other Party, the “Other Party”)Agreement, or to obtain in writing the unconditional release of all parties the applicable Other Party 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). For the purposes of complying with the terms set forth in this Section 2.9, not more than thirty (30) Business Days after the end of each of the first six (6) fiscal quarters after the applicable Relevant Time, each of AgCo, MatCo and SpecCo shall deliver to the other Parties a list of the Consents, releases, substitutions or amendments required to novate or assign to the fullest extent permitted by Law all obligations under Contracts (other than Shared Contracts, which shall be governed by Section 2.2(d)), and other obligations or Liabilities (other than with regard to guarantees or Credit Support Instruments, which shall be governed by Section 2.10) for which a member of such Party’s Group and a member of the Other Party’s Group are jointly or severally liable and that do not constitute Liabilities of such Other Party as provided in this Agreement, along with the status and anticipated timing for obtaining such Consents, releases, substitutions or amendments required. (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 Contract 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, directly 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 member of its Group in respect of such performance by the Liable Party (unless any such consideration is an Asset of such Other Party pursuant to this Agreement). If and when any such Consent, release, substitution or amendment shall be obtained or such agreement, lease, license lease or other rights or obligations shall otherwise become assignable or able to be novated, the Other Party shall promptly Transfer all rights, obligations and other Liabilities thereunder of any member of such Other Party’s Group to the Liable Party or to another member of the Liable Party’s Group without payment of any further consideration and the Liable Party, or another member of such Liable Party’s Group, without the payment of any further consideration, shall Assume such rights and Liabilities. (c) If the Liable Party (i) suffers a downgrade to its senior debt credit rating to below BB (as rated by Standard & Poor’s) or (ii) no longer has its debt securities rated by any nationally recognized credit rating agencies, then, upon the demand . Each of the Other Partyapplicable Parties shall, such Liable Party and shall be required to post an irrevocable letter of credit or similar security obligation reasonably acceptable to the Other Party in an amount cause their respective Subsidiaries to, take all actions and do all things reasonably necessary on its part, or such Subsidiaries’ part, under applicable Law or contractual obligations to provide security to consummate and make effective the Other Party for the Liable Party’s obligations pursuant to transactions contemplated by this Section 2.9(b); provided, however, that the foregoing shall not apply with respect to Assumed Tyco Contingent Liability. For the avoidance of doubt, the posting of such a letter of credit or similar security obligation shall in no event relieve the issuing Party’s obligations pursuant to Section 2.9(b), and shall not result in a cap or limitation on such Party’s Liabilities with respect thereto.

Novation of Liabilities. (a) Each Partyof GGP and Spinco, at the request of another Partythe other, shall use best its commercially reasonable efforts to obtain, or to cause to be obtained, as soon as reasonably practicable, any Consentconsent, substitution substitution, approval or amendment required to novate or assign all obligations under Contractsagreements, leases, 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 that constitute Excluded Liabilities or severally liable and that do not constitute Liabilities of such other Party Spinco Liabilities, as provided in this Agreement (such other Party, the “Other Party”)applicable, or to obtain in writing the unconditional release of all parties to such arrangements (other than any member of the GGP Group who Assumed or retained such Liability the Spinco Group, as set forth in this Agreementapplicable (the “Released Party”), so that, in any such case, the members of the GGP Group or the Spinco Group, as applicable Group (the “Responsible Party”) will be solely responsible for such Liabilities; provided, however, that no Party that, except as otherwise expressly provided in any of the other Transaction Documents, neither GGP nor Spinco shall be obligated to contribute any capital or pay any consideration therefor in any form (including providing any letter of credit, guaranty or other financial accommodation) to any third party Person from whom any such Consentconsent, substitution substitution, approval, amendment or amendment release is requested (unless such Party is fully reimbursed by the requesting Party)requested. (b) If the Parties are Released Party is unable to obtain, or to cause to be obtained, any such required Consentconsent, substitution, approval, amendment or release, substitution or amendment, the Other Released Party or a member of such Other Party’s Group shall continue to be bound by such Contractagreement, lease, license or other obligation that does not constitute a or Liability of such Other Party and, unless not permitted by Law or the terms thereofthereof or by Law, the Responsible Party shall, as agent or subcontractor for such the Released 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 the Released Party or member of such Other Party’s Group thereunder from and after the Effective Time. The Liable Responsible Party shall indemnify the Released Party and any other members of its respective Group and each Other Party of their respective directors, officers and employees, and each of the heirs, executors, successors and assigns of any of the foregoing and hold each of them harmless against any Liabilities (other than Liabilities of such Other Party) arising in connection therewith; provided, that pursuant hereto the Liable Responsible Party shall have no obligation to indemnify any Other Party with respect to any matter to the extent Person that such Other Party has engaged in any knowing violation of Law, fraud or misrepresentation in connection therewith. The Other Released Party shallshall cause each member of its respective Group, without further consideration, promptly to pay and remit, or cause to be promptly paid or remitted, to the Liable Responsible Party or to another member of the Liable Party’s Group, its designee promptly all money, rights and other consideration received by it or any member of its respective Group in respect of the document, agreement, Contract, obligation or Liability that gave rise to such performance by the Liable Party (unless any such consideration is an Asset of such Other expressly allocated to the Released Party pursuant to this Agreement). If and when any such Consentconsent, releasesubstitution, substitution approval, amendment or amendment release shall be obtained or the obligations under such agreement, lease, license or other rights obligations or obligations Liabilities shall otherwise become assignable or able to be novated, the Other Released Party shall promptly Transfer assign, or cause to be assigned, all rights, its obligations and other Liabilities thereunder or any obligations of any member of such Other Party’s Group to the Liable Party or to another member of the Liable Party’s its respective Group without payment of any further consideration and the Liable Responsible Party, or another member of such Liable Party’s Group, without the payment of any further consideration, shall, or shall Assume cause another member of its respective Group to, assume such rights and Liabilitiesobligations. (c) If the Liable Party (i) suffers a downgrade to its senior debt credit rating to below BB (as rated by Standard & Poor’s) or (ii) no longer has its debt securities rated by any nationally recognized credit rating agencies, then, upon the demand of the Other Party, such Liable Party shall be required to post an irrevocable letter of credit or similar security obligation reasonably acceptable to the Other Party in an amount reasonably necessary to provide security to the Other Party for the Liable Party’s obligations pursuant to Section 2.9(b); provided, however, that the foregoing shall not apply with respect to Assumed Tyco Contingent Liability. For the avoidance of doubt, the posting of such a letter of credit or similar security obligation shall in no event relieve the issuing Party’s obligations pursuant to Section 2.9(b), and shall not result in a cap or limitation on such Party’s Liabilities with respect thereto.

Novation of Liabilities. (a) Each Party, at the request of another the other Party, shall use reasonable best efforts to obtain, or to cause to be obtained, any Consent, Governmental Approval, substitution or amendment required to novate or assign to the fullest extent permitted by applicable Law all obligations under Contracts, licenses Contracts and other obligations or Liabilities for which a member of such Party’s Group and a member of another the other 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 Other Party’s Group who which Assumed or retained such Liability as set forth in this Agreement), so that, in any such case, the members of the applicable Group will shall be solely responsible for such Liabilities; provided, however, that no Party shall be obligated to pay any consideration (or otherwise incur any Liability or obligation) therefor to any third party from whom any such Consent, Governmental Authority, substitution or amendment is requested (unless such Party is fully reimbursed or otherwise made whole by the requesting Party). (b) If the Parties are unable to obtain, or to cause to be obtained, any such required Consent, Governmental Approval, release, substitution or amendmentamendment required to novate, fully assign or fully release any such obligations under Contracts or any Liabilities, (i) the Other Party shall nonetheless use reasonable best efforts to assign or release, including by executing any such assignment which does not release the Other Party from its obligations under such Contract or from such Liability, to the fullest extent permitted and (ii) the Other Party or a member of such Other Party’s Group shall continue to be bound by such Contract, license or other obligation Contract 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 Timeeffective time of this Agreement in each case in accordance with Section 2.6. 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 Liabilities arise from such Other Party has engaged in any Party’s willful breach, knowing violation of Law, fraud or misrepresentation in connection therewith, in which case such Other Party shall be responsible for such Liabilities. The Other Party shall, without further consideration, promptly pay and remit, or cause to be promptly paid or remitted, to the Liable Party or or, at the direction of the Liable Party, to another member of the Liable Party’s Group, all money, rights and other consideration received by it or any member of its Group in respect of such performance by the Liable Party (unless any such consideration is an Asset of such Other Party pursuant to this Agreement). If and when any such Consent, Governmental Approval, release, substitution or amendment shall be obtained or such agreement, lease, license or other rights or obligations shall otherwise become assignable or able to be novated, the Other Party shall promptly Transfer or cause the Transfer of, as applicable, all rights, obligations and other Liabilities thereunder of such Other Party or of any member of such Other Party’s Group to the Liable Party or to another member of the Liable Party’s Group without payment of any further consideration and the Liable Party, or another member of such Liable Party’s Group, without the payment of any further consideration, Group shall Assume such rights and Liabilities. (c) If the Liable Party (i) suffers a downgrade to its senior debt credit rating to below BB (as rated by Standard & Poor’s) or (ii) no longer has its debt securities rated by any nationally recognized credit rating agencies, then, upon the demand of the Other Party, such Liable Party shall be required to post an irrevocable letter of credit or similar security obligation reasonably acceptable Liabilities to the Other Party fullest extent permitted by applicable Law in an amount reasonably necessary to provide security to the Other Party for the Liable Party’s obligations pursuant to accordance with Section 2.9(b2.6(b); provided, however, that the foregoing shall not apply with respect to Assumed Tyco Contingent Liability. For the avoidance of doubt, the posting of such a letter of credit or similar security obligation shall in no event relieve the issuing Party’s obligations pursuant to Section 2.9(b), and shall not result in a cap or limitation on such Party’s Liabilities with respect thereto.

Novation of Liabilities. (a) Each Except as to any B2B Liabilities or B2C Liabilities otherwise Assumed pursuant to this Article II, or as otherwise provided in Schedule A to Exhibit A of the Transition Services Agreement, each Party, at the request of another Partythe other party, shall use best commercially reasonable efforts to obtain, or to cause to be obtained, any Consentconsent, substitution or amendment required to novate or assign all obligations Liabilities under Contractscontracts, licenses and other obligations or Liabilities for which a member of such Party’s Affiliated Group and a member of another Partythe other party’s Affiliated Group are jointly or severally liable and that do not constitute Liabilities of such other Party party as provided in this Agreement (such other Partyparty, the “Other Party”), or to obtain in writing the unconditional release of all parties to such arrangements (other than any member of the Affiliated Group who Assumed assumed or retained such Liability as set forth in this Agreement), so that, in any such case, the members of the applicable Affiliated Group will be solely responsible for such Liabilities; provided, however, that no neither Party shall be obligated to pay any consideration therefor to any third party from whom any such Consentconsent, 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 Consentconsent, release, substitution or amendmentamendment pursuant to Section 2.9(a), the Other Party or a member of such Other Party’s Affiliated Group shall continue to be bound by such Contractcontract, license or other obligation that does not constitute a Liability of such Other Party and, unless not permitted by Law law or the terms thereof, as agent or subcontractor for such Party, the Party or member of such Party’s Affiliated Group who Assumed assumed or retained such Liability as set forth in this Agreement (the “Liable Party”) shall, or shall cause a member of its Affiliated Group to, directly pay, perform and discharge fully all the obligations or other Liabilities of such Other Party or member of such Other Party’s Affiliated Group thereunder from and after the Effective Timedate hereof. 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 the Other Party with respect to any matter to the extent that such Other Party has engaged in any knowing violation of Lawlaw, 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 Affiliated Group, all money, rights and other consideration received by it or any member of its Affiliated Group in respect of such performance by the Liable Party (unless any such consideration is an Asset of such Other Party pursuant to this Agreement). If and when any such Consentconsent, release, substitution or amendment shall be obtained or such agreement, lease, license or other rights or obligations shall otherwise become assignable or able to be novated, the Other Party shall promptly Transfer all rights, obligations and other Liabilities thereunder of any member of such Other Party’s Affiliated Group to the Liable Party or to another member of the Liable Party’s Affiliated Group without payment of any further consideration and the Liable Party, or another member of such Liable Party’s Affiliated Group, without the payment of any further consideration, shall Assume assume such rights and Liabilities. (c) If the Liable Party (i) suffers a downgrade to its senior debt credit rating to below BB (as rated by Standard & Poor’s) or (ii) no longer has its debt securities rated by any nationally recognized credit rating agencies, then, upon the demand of the Other Party, such Liable Party shall be required to post an irrevocable letter of credit or similar security obligation reasonably acceptable to the Other Party in an amount reasonably necessary to provide security to the Other Party for the Liable Party’s obligations pursuant to Section 2.9(b); provided, however, that the foregoing shall not apply with respect to Assumed Tyco Contingent Liability. For the avoidance of doubt, the posting of such a letter of credit or similar security obligation shall in no event relieve the issuing Party’s obligations pursuant to Section 2.9(b), and shall not result in a cap or limitation on such Party’s Liabilities with respect thereto.

Novation of Liabilities. (a) Each Party, at the written request of another the other Party, shall use best commercially reasonable efforts (i) 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 the other Party’s Group are prior to the Distribution Effective Time jointly or severally liable and that do not constitute Liabilities of such other Party following the Distribution Effective Time as provided in this Agreement (such other Party, the “Other Party”), or (ii) to obtain in writing the unconditional release of all parties to such arrangements (other than any member of the Group who Assumed 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 (or otherwise incur any Liability or obligation) therefor to any third party Third Party from whom any such Consent, substitution or amendment is requested (unless such Party is fully reimbursed or otherwise made whole 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 the 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 thereofof such Contract, license or other obligation, as agent or subcontractor for such Party, the Party or member of such Party’s Group who Assumed 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 the Other Party’s Group thereunder from and after the Distribution Effective Time. The Liable Party shall indemnify each the Other Party and hold each of them harmless against any Liabilities (other than Liabilities of such Other Party) arising as set forth in connection therewithARTICLE V; provided, however, that the Liable Party shall have no obligation to indemnify any the Other Party with respect to any matter to the extent that for losses resulting from such Other Party has engaged in any knowing violation of LawParty’s gross negligence, fraud willful misconduct or misrepresentation in connection therewithbad faith. 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 any member of the Liable Party’s Group, all any money, rights and other consideration received by it or any member of its Group in respect of such performance by the Liable Party (unless any such consideration is an Asset of such Other Party pursuant to this Agreement). If and when any such Consent, release, substitution or amendment shall be obtained or such agreement, lease, license or other rights or obligations shall otherwise become assignable or able to be novated, the Other Party shall promptly Transfer all rights, obligations rights and other Liabilities thereunder of any member of such Other Party’s Group to the Liable Party Party, or to another member of the Liable Party’s Group Group, without payment of any further consideration and the Liable Party, or another member of such the Liable Party’s Group, without the payment of any further consideration, shall Assume assume such rights and Liabilities. (c) If the Liable Party (i) suffers a downgrade to its senior debt credit rating to below BB (as rated by Standard & Poor’s) or (ii) no longer has its debt securities rated by any nationally recognized credit rating agencies, then, upon the demand of the Other Party, such Liable Party shall be required to post an irrevocable letter of credit or similar security obligation reasonably acceptable to the Other Party in an amount reasonably necessary to provide security to the Other Party for the Liable Party’s obligations pursuant to Section 2.9(b); provided, however, that the foregoing shall not apply with respect to Assumed Tyco Contingent Liability. For the avoidance of doubt, the posting of such a letter of credit or similar security obligation shall in no event relieve the issuing Party’s obligations pursuant to Section 2.9(b), and shall not result in a cap or limitation on such Party’s Liabilities with respect thereto.

Novation of Liabilities. (a) Each Partyof Vornado and Newco, at the request of another Partythe other, shall use best its commercially reasonable efforts to obtain, or to cause to be obtained, as soon as reasonably practicable, any Consentconsent, substitution substitution, approval or amendment required to novate or assign (i) all obligations under Contracts, licenses and other obligations Newco Liabilities 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 each member of the Vornado Group who Assumed that is a party to any such arrangements, or retained such Liability as set forth in this Agreement)the substitution of a member of the Newco Group if no member of the Newco Group is then a party thereto, so that, in any such case, the members of the applicable Newco Group will shall be solely responsible for such Newco Liabilities or (ii) all Vornado Liabilities or obtain in writing the unconditional release of each member of the Newco Group that is a party to any such arrangements, or the substitution of a member of the Vornado Group if no member of the Vornado Group is then a party thereto, so that, in any such case, the members of the Vornado Group shall be solely responsible for such Vornado Liabilities; provided, however, that no Party that, except as otherwise expressly provided in this Agreement, the Master Agreement or any of the Ancillary Agreements, neither Vornado nor Newco shall be obligated to contribute any capital or pay any consideration therefor in any form (including providing any letter of credit, guaranty or other financial accommodation) to any third party Third Party from whom any such Consentconsent, substitution substitution, approval, amendment or amendment release is requested (unless such Party is fully reimbursed by the requesting Party)requested. (b) If the Parties are Vornado or Newco is unable to obtain, or to cause to be obtained, any such required Consentconsent, releasesubstitution, substitution approval, amendment or amendment, release and the Other Party or a applicable member of such Other Party’s the Vornado Group shall continue continues to be bound by such ContractNewco Liability (or any agreement, lease, license or other obligation that does obligation, in each case, pursuant to which any Newco Liability arises) (each, an “Unreleased Newco Liability”), Newco shall, to the extent not constitute a Liability of such Other Party and, unless not permitted prohibited by Law or the terms thereofLaw, as indemnitor, guarantor, agent or subcontractor for such Party, the Party or member of such Party’s Group who Assumed or retained such Liability the Vornado Group, as set forth in this Agreement the case may be, (the “Liable Party”i) shall, or shall cause a member of its Group to, pay, perform and discharge fully all of the obligations or other Liabilities of such Other Party or member of such Other Party’s the Vornado Group thereunder that constitute Unreleased Newco Liabilities from and after the Effective Time. The Liable Party shall indemnify each Other Party Time and hold each of them harmless against any Liabilities (other than Liabilities of ii) use its commercially reasonable efforts to effect such Other Party) arising in connection therewith; providedpayment, that the Liable Party shall have no obligation to indemnify any Other Party with respect to any matter performance or discharge prior to the extent that time any demand for such Other Party has engaged in any knowing violation of Lawpayment, fraud performance or misrepresentation in connection therewith. The Other Party shall, without further consideration, promptly pay and remit, or cause discharge is permitted to be promptly paid or remitted, to made by the Liable Party or to another obligee thereunder on any member of the Liable Party’s Vornado Group, all money, rights and other consideration received by it or any member of its Group in respect of such performance by the Liable Party (unless any such consideration is an Asset of such Other Party pursuant to this Agreement). If and when any such Consentconsent, releasesubstitution, substitution approval, amendment or amendment release shall be obtained or such agreement, lease, license or other rights or obligations the Unreleased Newco Liabilities shall otherwise become assignable or able to be novated, the Other Party Vornado shall promptly Transfer all rights, obligations and other Liabilities thereunder of any member of such Other Party’s Group to the Liable Party or to another member of the Liable Party’s Group without payment of any further consideration and the Liable Partyassign, or another cause to be assigned, and Newco or the applicable Newco Group member shall assume, such Unreleased Newco Liabilities without exchange of such Liable Party’s Group, without the payment of any further consideration, shall Assume such rights and Liabilities. (c) If Newco or Vornado is unable to obtain, or to cause to be obtained, any such required consent, substitution, approval, amendment or release and the Liable Party applicable member of the Newco Group continues to be bound by such Vornado Liability (or any agreement, lease, license or other obligation, in each case, pursuant to which any Vornado Liability arises) (each, an “Unreleased Vornado Liability”), Vornado shall, to the extent not prohibited by Law, as indemnitor, guarantor, agent or subcontractor for such member of the Newco Group, as the case may be, (i) suffers a downgrade to its senior debt credit rating to below BB (as rated by Standard & Poor’s) pay, perform and discharge fully all of the obligations or other Liabilities of such member of the Newco Group that constitute Unreleased Vornado Liabilities from and after the Effective Time and (ii) no longer has use its debt securities rated commercially reasonable efforts to effect such payment, performance or discharge prior to the time any demand for such payment, performance or discharge is permitted to be made by the obligee thereunder on any nationally recognized credit rating agencies, then, upon the demand member of the Other PartyNewco Group. If and when any such consent, substitution, approval, amendment or release shall be obtained or the Unreleased Vornado Liabilities shall otherwise become assignable or able to be novated, Newco shall promptly assign, or cause to be assigned, and Vornado or the applicable Vornado Group member shall assume, such Liable Party shall be required to post an irrevocable letter Unreleased Vornado Liabilities without exchange of credit or similar security obligation reasonably acceptable to the Other Party in an amount reasonably necessary to provide security to the Other Party for the Liable Party’s obligations pursuant to Section 2.9(b); provided, however, that the foregoing shall not apply with respect to Assumed Tyco Contingent Liability. For the avoidance of doubt, the posting of such a letter of credit or similar security obligation shall in no event relieve the issuing Party’s obligations pursuant to Section 2.9(b), and shall not result in a cap or limitation on such Party’s Liabilities with respect theretofurther consideration.

Novation of Liabilities. (a) Each Party, at the request of another Party, shall use reasonable best efforts to obtain, or to cause to be obtained, at or prior to the Distribution and with effect from the Effective Time or as soon as practicable thereafter, any Consent, Governmental Approval, substitution or amendment required to novate or assign to the fullest extent permitted by Applicable Law all obligations under Contracts, licenses Contracts 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 which Assumed or retained such Liability as set forth in this Agreement), so that, in any such case, the members of the applicable Group will shall 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, Governmental Approval, release, substitution or amendmentamendment required to novate, fully assign or fully release any such obligations under Contracts or any Liabilities as set forth in clause (a) of this Section 2.9, (i) the Other Party shall nonetheless use reasonable best efforts to assign or release, including by executing any such assignment which does not release the Other Party from its obligations under such Contract or from such Liability, to the fullest extent permitted and (ii) the Other Party or a member of such Other Party’s Group shall continue to be bound by such Contract, license or other obligation Contract 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 Time and hold each of them harmless against any Liabilities (other than Liabilities of otherwise take 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 action as may be reasonably requested by such Other Party has engaged so as to put such Other Party in any knowing violation of Law, fraud the same position as if such Other Party were fully released from such Contract or misrepresentation in connection therewithLiability. The Other Party shall, without further consideration, promptly pay and remit, or cause to be promptly paid or remitted, to the Liable Party or or, at the direction of the Liable Party, to another member of the Liable Party’s Group, all money, rights and other consideration received by it or any member of its Group in respect of such performance by the Liable Party (unless any such consideration is an Asset of such Other Party pursuant to this Agreement). If and when any such Consent, Governmental Approval, release, substitution or amendment shall be obtained or such agreement, lease, license or other rights or obligations shall otherwise become assignable or able to be novated, the Other Party shall promptly Transfer or cause the Transfer of, as applicable, all rights, obligations and other Liabilities thereunder of such Other Party or of any member of such Other Party’s Group to the Liable Party or to another member of the Liable Party’s Group without payment of any further consideration and the Liable Party, or another member of such Liable Party’s Group, without the payment of any further consideration, shall Assume such rights and Liabilities. (c) If the Liable Party (i) suffers a downgrade to its senior debt credit rating to below BB (as rated by Standard & Poor’s) or (ii) no longer has its debt securities rated by any nationally recognized credit rating agencies, then, upon the demand of the Other Party, such Liable Party shall be required to post an irrevocable letter of credit or similar security obligation reasonably acceptable Liabilities to the Other Party in an amount reasonably necessary to provide security to the Other Party for the Liable Party’s obligations pursuant to Section 2.9(b); provided, however, that the foregoing shall not apply with respect to Assumed Tyco Contingent Liability. For the avoidance of doubt, the posting of such a letter of credit or similar security obligation shall in no event relieve the issuing Party’s obligations pursuant to Section 2.9(b), and shall not result in a cap or limitation on such Party’s Liabilities with respect theretofullest extent permitted by Applicable Law.

Novation of Liabilities. (a) Each Except for the Continuing OSG Guarantees and except as set forth on Schedule ‎2.5(a), each Party, at the request of another the other Party, shall use best its commercially reasonable efforts to obtain, or to cause to be obtained, as soon as reasonably practicable and on a continuing periodic basis no less frequently than annually, any Consentsubstitution, substitution amendment, release, Approval or amendment Notification required to novate or assign either (i) all obligations under Contracts, licenses INSW Liabilities 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 each member of the OSG Group who Assumed or retained that is a party to any such Liability as set forth in this Agreement), arrangements so that, in any such case, the members of the applicable INSW Group will shall be solely responsible for such INSW Liabilities (including the UK Pension) or (ii) all OSG Liabilities and obtain in writing the unconditional release of each member of the INSW Group that is a party to any such arrangements so that, in any such case, the members of the OSG Group shall be solely responsible for such OSG Liabilities; provided, however, that no that, except as otherwise expressly provided in this Agreement or any of the Ancillary Agreements, neither Party shall be obligated to contribute any material capital or pay any material consideration therefor in any form (including providing any letter of credit, guaranty or other financial accommodation) to any third party Third Party from whom any such Consentsubstitution, substitution amendment, release, Approval or amendment Notification is requested (unless such Party is fully reimbursed by the requesting Party)requested. (b) If the Parties are a Party is unable to obtain, or to cause to be obtained, any such required Consentsubstitution, amendment, release, substitution Approval or amendment, Notification and the Other other Party (or a relevant member of such Other Party’s Group shall continue its Group) continues to be bound by such Contractagreement, lease, license or other obligation that does or Liability (each, an “Unreleased Liability”), such Party shall, to the extent not constitute a Liability of such Other Party and, unless not permitted prohibited by Law or the terms thereofLaw, as indemnitor, guarantor, agent or subcontractor for such Party, the other 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 relevant member of its Group toGroup), as the case may be, (i) pay, perform and discharge fully all the obligations or other Liabilities of such Other other Party (or relevant member of such Other Party’s Group thereunder its Group) that constitute Unreleased Liabilities from and after the Effective Time. The Liable Party shall indemnify each Other Party Time and hold each of them harmless against any Liabilities (other than Liabilities of ii) use its commercially reasonable efforts to effect such Other Party) arising in connection therewith; providedpayment, that the Liable Party shall have no obligation to indemnify any Other Party with respect performance or discharge prior to any matter to the extent that demand for such Other Party has engaged in any knowing violation of Lawpayment, fraud performance or misrepresentation in connection therewith. The Other Party shall, without further consideration, promptly pay and remit, or cause discharge is permitted to be promptly paid made by the obligee thereunder on such other Party (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 relevant member of its Group in respect of such performance by the Liable Party (unless any such consideration is an Asset of such Other Party pursuant to this AgreementGroup). If and when any such Consentsubstitution, amendment, release, substitution Approval or amendment Notification shall be obtained or such agreement, lease, license or other rights or obligations the Unreleased Liabilities shall otherwise become assignable or able to be novated, the Other such Party shall promptly Transfer all rightsassign, obligations or cause to be assigned, and the other Liabilities thereunder of any Party (or the relevant member of its Group) shall assume, such Other Party’s Group to the Liable Party or to another member Unreleased Liabilities without exchange of the Liable Party’s Group without payment of any further consideration and the Liable Party, or another member of such Liable Party’s Group, without the payment of any further consideration, shall Assume such rights and Liabilities. (c) If the Liable Party (i) suffers a downgrade to its senior debt credit rating to below BB (as rated by Standard & Poor’s) or (ii) no longer has its debt securities rated by any nationally recognized credit rating agencies, then, upon the demand of the Other Party, such Liable Party shall be required to post an irrevocable letter of credit or similar security obligation reasonably acceptable to the Other Party in an amount reasonably necessary to provide security to the Other Party for the Liable Party’s obligations pursuant to Section 2.9(b); provided, however, that the foregoing shall not apply with respect to Assumed Tyco Contingent Liability. For the avoidance of doubt, the posting of such a letter of credit or similar security obligation shall in no event relieve the issuing Party’s obligations pursuant to Section 2.9(b), and shall not result in a cap or limitation on such Party’s Liabilities with respect thereto.

Novation of Liabilities. (a) Each Party, at the request of another the other Party, shall shall, prior to the Effective Time, or, pursuant to Section 2.6, following the Effective Time, use best commercially reasonable 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 the other 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 Non-Liable 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 Non-Liable Party or a member of such Other Non-Liable Party’s Group shall continue to be bound by such Contract, license or other obligation that does not constitute a Liability of such Other Non-Liable Party hereunder 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, directly pay, perform and discharge fully all the obligations or other Liabilities of such Other Non-Liable Party or member of such Other Non-Liable Party’s Group thereunder from and after the Effective Time. The Liable Party shall indemnify each Other the Non-Liable Party and any members of the Non-Liable Party’s Group and hold each of them harmless against any Liabilities (other than Liabilities of such Other Non-Liable Party) arising in connection therewith; provided, that the Liable Party shall have no obligation to indemnify any Other Non-Liable Party with respect to any matter to the extent that such Other Non-Liable Party has engaged in any knowing violation of Law, fraud or misrepresentation in connection therewith. The Other Non-Liable 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 member of its Group in respect of such performance by the Liable Party (unless any such consideration is an Asset of such Other Non-Liable Party pursuant to this Agreement). If and when any such Consent, release, substitution or amendment shall be obtained or such agreement, lease, license or other rights or obligations shall otherwise become assignable or able to be novated, the Other Non-Liable Party shall promptly Transfer all rights, obligations and other Liabilities thereunder of any member of such Other Non-Liable Party’s Group to the Liable Party or to another member of the Liable Party’s Group without payment of any further consideration and the Liable Party, or another member of such Liable Party’s Group, without the payment of any further consideration, shall Assume such rights and Liabilities. (c) If the Liable Party (i) suffers a downgrade to its senior debt credit rating to below BB (as rated by Standard & Poor’s) or (ii) no longer has its debt securities rated by any nationally recognized credit rating agencies, then, upon the demand of the Other Party, such Liable Party shall be required to post an irrevocable letter of credit or similar security obligation reasonably acceptable to the Other Party in an amount reasonably necessary to provide security to the Other Party for the Liable Party’s obligations pursuant to Section 2.9(b); provided, however, that the foregoing shall not apply with respect to Assumed Tyco Contingent Liability. For the avoidance of doubt, the posting of such a letter of credit or similar security obligation shall in no event relieve the issuing Party’s obligations pursuant to Section 2.9(b), and shall not result in a cap or limitation on such Party’s Liabilities with respect thereto.

Novation of Liabilities. (a) Each Partyof GGP and Spinco, at the request of another Partythe other, shall use best its commercially reasonable efforts to obtain, or to cause to be obtained, as soon as reasonably practicable, any Consentconsent, substitution substitution, approval or amendment required to novate or assign all obligations under Contractsagreements, leases, 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 that constitute Excluded Liabilities or severally liable and that do not constitute Liabilities of such other Party Spinco Liabilities, as provided in this Agreement (such other Party, the “Other Party”)applicable, or to obtain in writing the unconditional release of all parties to such arrangements (other than any member of the GGP Group who Assumed or retained such Liability the Spinco Group, as set forth in this Agreementapplicable (the “Released Party”), so that, in any such case, the members of the GGP Group or the Spinco Group, as applicable Group (the “Responsible Party”) will be solely responsible for such Liabilities; provided, however, that no Party that, except as otherwise expressly provided in any of the Ancillary Agreements, neither GGP nor Spinco shall be obligated to contribute any capital or pay any consideration therefor in any form (including providing any letter of credit, guaranty or other financial accommodation) to any third party Person from whom any such Consentconsent, substitution substitution, approval, amendment or amendment release is requested (unless such Party is fully reimbursed by the requesting Party)requested. (b) If the Parties are Released Party is unable to obtain, or to cause to be obtained, any such required Consentconsent, substitution, approval, amendment or release, substitution or amendment, the Other Released Party or a member of such Other Party’s Group shall continue to be bound by such Contractagreement, lease, license or other obligation that does not constitute a or Liability of such Other Party and, unless not permitted by Law or the terms thereofthereof or by Law, the Responsible Party shall, as agent or subcontractor for such the Released 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 the Released Party or member of such Other Party’s Group thereunder from and after the Effective Time. The Liable Responsible Party shall indemnify the Released Party and any other members of its respective Group and each Other Party of their respective directors, officers and employees, and each of the heirs, executors, successors and assigns of any of the foregoing and hold each of them harmless against any Liabilities (other than Liabilities of such Other Party) arising in connection therewith; provided, that pursuant hereto the Liable Responsible Party shall have no obligation to indemnify any Other Party with respect to any matter to the extent Person that such Other Party has engaged in any knowing violation of Law, fraud or misrepresentation Knowing Violation in connection therewith. The Other Released Party shallshall cause each member of its respective Group, without further consideration, promptly to pay and remit, or cause to be promptly paid or remitted, to the Liable Responsible Party or to another member of the Liable Party’s Group, its designee promptly all money, rights and other consideration received by it or any member of its respective Group in respect of the document, agreement, Contract, obligation or Liability that gave rise to such performance by the Liable Party (unless any such consideration is an Asset of such Other expressly allocated to the Released Party pursuant to this Agreement). If and when any such Consentconsent, releasesubstitution, substitution approval, amendment or amendment release shall be obtained or the obligations under such agreement, lease, license or other rights obligations or obligations Liabilities shall otherwise become assignable or able to be novated, the Other Released Party shall promptly Transfer assign, or cause to be assigned, all rights, its obligations and other Liabilities thereunder or any obligations of any member of such Other Party’s Group to the Liable Party or to another member of the Liable Party’s its respective Group without payment of any further consideration and the Liable Responsible Party, or another member of such Liable Party’s Group, without the payment of any further consideration, shall, or shall Assume cause another member of its respective Group to, assume such rights and Liabilitiesobligations. (c) If the Liable Party (i) suffers a downgrade to its senior debt credit rating to below BB (as rated by Standard & Poor’s) or (ii) no longer has its debt securities rated by any nationally recognized credit rating agencies, then, upon the demand of the Other Party, such Liable Party shall be required to post an irrevocable letter of credit or similar security obligation reasonably acceptable to the Other Party in an amount reasonably necessary to provide security to the Other Party for the Liable Party’s obligations pursuant to Section 2.9(b); provided, however, that the foregoing shall not apply with respect to Assumed Tyco Contingent Liability. For the avoidance of doubt, the posting of such a letter of credit or similar security obligation shall in no event relieve the issuing Party’s obligations pursuant to Section 2.9(b), and shall not result in a cap or limitation on such Party’s Liabilities with respect thereto.

Novation of Liabilities. (a) Each With respect to a Liability for which a Party, at including its Subsidiaries, is not responsible under this Agreement after the Effective Time, but for which a Party or one or more of its Subsidiaries continues to be liable to a third party after the Effective Time, that Party may request of another Partythe Party responsible under this Agreement for the Liability to take actions after the Effective Time to relieve the requesting Party from such Liability. Upon any such request, the responsible Party shall use best commercially reasonable efforts either: (i) to obtain, or to cause to be obtained, any Consent, substitution release, transfer, substitutions or amendment novations required for such Liability to novate become solely the Liability of the responsible Party or assign all obligations under Contracts, licenses and other obligations or Liabilities for which a member one 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 its respective Subsidiaries; or (such other Party, the “Other Party”), or ii) to obtain in writing the an unconditional release of all parties to such arrangements (other than any member of from Liability for the Group who Assumed or retained such Liability as set forth in requesting Party and/or its relevant Subsidiaries. The responsible Party is not required by 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 provision to pay any money or other consideration therefor to any third party from whom any such Consent, substitution or amendment is requested (unless such Party is fully reimbursed by relieve the requesting Party)Party from the Liability unless the Requesting Party agrees to reimburse the responsible Party in full upon or prior to the payment. (b) If the Parties are responsible Party is unable to obtain, or to cause to be obtained, relieve the requesting Party and 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 its relevant Subsidiaries from a Liability of such Other Party and, unless not permitted by Law or the terms thereof, as agent or subcontractor for such Partyin compliance with Section 2.10(a), 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 one of its Group toSubsidiaries, to pay, perform perform, discharge or otherwise satisfy in full the Liability, unless not permitted to do so by Law or Contract. As required to satisfy the Liability and discharge fully all not otherwise prohibited, the obligations Liable Party may act as an agent or subcontractor for the requesting Party in order to relieve the requesting Party from the Liability. This provision does not relieve the requesting Party from the Liability. This provision does not require the requesting Party to extend, renew or otherwise cause a Contract or other Liabilities Liability to remain in effect beyond the term in effect as 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 any of its Subsidiaries responsible for the Liable Party’s GroupLiability, all money, rights and other consideration received by it the Party or any member of its Group Subsidiaries in respect of such performance by the Liable Party (unless any such consideration is an Asset of such Other other Party or one of its Subsidiaries pursuant to this Agreement). If and when any such Consent, release, substitution substitution, amendment or amendment release of the Liability shall be obtained obtained, or such agreement, lease, license or other rights or obligations giving rise to the Liability shall otherwise become assignable or able to be novated, the Other other Party shall promptly Transfer Transfer, or cause to be Transferred, all rights, obligations and other Liabilities thereunder of any member of such Other Party’s Group it or its Subsidiaries to the Liable Party or to another member one of the Liable Party’s Group its Subsidiaries if requested to do so without payment of any further consideration consideration, and the Liable Party, or another member of such Liable Party’s Group, without the payment of any further consideration, shall Assume such rights and Liabilities. (c) If the Liable Party (i) suffers a downgrade to its senior debt credit rating to below BB (as rated by Standard & Poor’s) or (ii) no longer has its debt securities rated by any nationally recognized credit rating agencies, then, upon the demand of the Other Party, such Liable Party shall be required to post an irrevocable letter of credit or similar security obligation reasonably acceptable to the Other Party in an amount reasonably necessary to provide security to the Other Party for the Liable Party’s obligations pursuant to Section 2.9(b); provided, however, that the foregoing shall not apply with respect to Assumed Tyco Contingent Liability. For the avoidance of doubt, the posting of such a letter of credit or similar security obligation shall in no event relieve the issuing Party’s obligations pursuant to Section 2.9(b), and shall not result in a cap or limitation on such Party’s Liabilities with respect thereto.

Novation of Liabilities. (a) Novation of SpinCo Liabilities. (i) Each Partyof KAR and SpinCo, at the request of another Partythe other, shall use best its respective commercially reasonable efforts to obtain, or to cause to be obtained, as soon as reasonably practicable, any Consentconsent, substitution substitution, approval or amendment required to novate or assign all obligations under Contracts, licenses SpinCo Liabilities 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 each member of the KAR Group who Assumed or retained that is a party to any such Liability as set forth in this Agreement)arrangements, so that, in any such case, the members of the applicable SpinCo Group will shall be solely responsible for such SpinCo Liabilities; provided, however, that no Party that, except as otherwise expressly provided in this Agreement or any of the Ancillary Agreements, neither KAR nor SpinCo shall be obligated to contribute any capital or pay any consideration therefor in any form (including providing any letter of credit, guaranty or other financial accommodation) to any third party Third Party from whom any such Consentconsent, substitution substitution, approval, amendment or amendment release is requested (unless such Party is fully reimbursed by the requesting Party)requested. (bii) If the Parties are KAR or SpinCo is unable to obtain, or to cause to be obtained, any such required Consentconsent, releasesubstitution, substitution approval, amendment or amendment, release and the Other Party or a applicable member of such Other Party’s the KAR Group shall continue continues to be bound by such Contractagreement, lease, license or other obligation that does or Liability (each, an “Unreleased SpinCo Liability”), SpinCo shall, to the extent not constitute a Liability of such Other Party and, unless not permitted prohibited by Law or the terms thereofLaw, as indemnitor, guarantor, agent or subcontractor for such Party, the Party or member of such Party’s Group who Assumed or retained such Liability the KAR Group, as set forth in this Agreement the case may be, (the “Liable Party”A) 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 the KAR Group thereunder that constitute Unreleased KAR Liabilities from and after the Effective Time. The Liable Party shall indemnify each Other Party Time and hold each of them harmless against any Liabilities (other than Liabilities of B) use its commercially reasonable efforts to effect such Other Party) arising in connection therewith; providedpayment, that the Liable Party shall have no obligation to indemnify any Other Party with respect performance or discharge prior to any matter to the extent that demand for such Other Party has engaged in any knowing violation of Lawpayment, fraud performance or misrepresentation in connection therewith. The Other Party shall, without further consideration, promptly pay and remit, or cause discharge is permitted to be promptly paid or remitted, to made by the Liable Party or to another obligee thereunder on any member of the Liable Party’s KAR Group, all money, rights and other consideration received by it or any member of its Group in respect of such performance by the Liable Party (unless any such consideration is an Asset of such Other Party pursuant to this Agreement). If and when any such Consentconsent, releasesubstitution, substitution approval, amendment or amendment release shall be obtained or such agreement, lease, license or other rights or obligations the Unreleased SpinCo Liabilities shall otherwise become assignable or able to be novated, the Other Party KAR shall promptly Transfer all rights, obligations and other Liabilities thereunder of any member of such Other Party’s Group to the Liable Party or to another member of the Liable Party’s Group without payment of any further consideration and the Liable Partyassign, or another cause to be assigned, and SpinCo or the applicable SpinCo Group member shall assume, such Unreleased SpinCo Liabilities without exchange of such Liable Party’s Group, without the payment of any further consideration, shall Assume such rights and Liabilities. (c) If the Liable Party (i) suffers a downgrade to its senior debt credit rating to below BB (as rated by Standard & Poor’s) or (ii) no longer has its debt securities rated by any nationally recognized credit rating agencies, then, upon the demand of the Other Party, such Liable Party shall be required to post an irrevocable letter of credit or similar security obligation reasonably acceptable to the Other Party in an amount reasonably necessary to provide security to the Other Party for the Liable Party’s obligations pursuant to Section 2.9(b); provided, however, that the foregoing shall not apply with respect to Assumed Tyco Contingent Liability. For the avoidance of doubt, the posting of such a letter of credit or similar security obligation shall in no event relieve the issuing Party’s obligations pursuant to Section 2.9(b), and shall not result in a cap or limitation on such Party’s Liabilities with respect thereto.

Novation of Liabilities. (a) Each Party, at the request of another Party (such other Party, the “Other Party”), shall use best commercially reasonable efforts for twenty-four (24) months after the time of the Spinco Distribution to obtain, or to cause to be obtained, any Consent, release, substitution or amendment required to novate or assign to the fullest extent permitted by Law all obligations under Contracts (other than Commingled Contracts and Dual-Use Contracts, licenses which shall be governed by Section 1.4), and other obligations or Liabilities (other than with regard to guarantees or Credit Support Instruments, which shall be governed by Section 1.10) for which a member of such Party’s Group and a member of another the Other Party’s Group are jointly or severally liable and that do not constitute Liabilities of such other Other Party as provided in this Agreement (such other Party, the “Other Party”)Agreement, or to obtain in writing the unconditional release of all parties the applicable Other Party 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 (or any of their respective Affiliates) shall be obligated to pay any consideration non-de minimis consideration, grant any non-de minimis accommodations (financial or otherwise) or commence any litigation therefor to any third party Third Party from whom any such Consent, substitution or amendment is requested (unless such Party or Affiliate is fully reimbursed by the requesting PartyParty or its Affiliates); provided, further, that such instruments shall not impose additional or substantially different obligations on either Spinco or Remainco or grant rights, through representations or otherwise, beyond those set forth in this Agreement or the underlying Contract (but shall merely implement the obligations herein), other than customary obligations with respect to due execution, title and similar matters. (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 Contract or other obligation that does not constitute a Liability of such Other Party as provided in this Agreement 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, directly 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 therewithSpinco Distribution. 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 member of its Group in respect of such performance by the Liable Party (unless any such consideration is an Asset of such Other Party pursuant to this Agreement). If and when any such Consent, release, substitution or amendment shall be obtained or such agreement, lease, license lease or other rights or obligations shall otherwise become assignable or able to be novated, the Other Party shall promptly Transfer all rights, obligations and other Liabilities thereunder of any member of such Other Party’s Group to the Liable Party or to another member of the Liable Party’s Group without payment of any further consideration and the Liable Party, or another member of such Liable Party’s Group, without the payment of any further consideration, shall Assume such rights and Liabilities. (c) If the Liable Party (i) suffers a downgrade to its senior debt credit rating to below BB (as rated by Standard & Poor’s) or (ii) no longer has its debt securities rated by any nationally recognized credit rating agencies, then, upon the demand . Each of the Other Party, such Liable Party shall be required to post an irrevocable letter of credit or similar security obligation reasonably acceptable to the Other Party in an amount reasonably necessary to provide security to the Other Party for the Liable Party’s obligations pursuant to Section 2.9(b); provided, however, that the foregoing shall not apply with respect to Assumed Tyco Contingent Liability. For the avoidance of doubt, the posting of such a letter of credit or similar security obligation shall in no event relieve the issuing Party’s obligations pursuant to Section 2.9(b)applicable Parties shall, and shall not result in a cap cause their respective Subsidiaries to, take all actions and do all things reasonably necessary on its part, or limitation on such Party’s Liabilities with respect theretoSubsidiaries’ part, under applicable Law or contractual obligations to consummate and make effective the transactions contemplated by this Section 1.11.

Novation of Liabilities. (a) Each Party, at the request of another Party, shall use best commercially reasonable 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, directly 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 member of its Group in respect of such performance by the Liable Party (unless any such consideration is an Asset of such Other Party pursuant to this Agreement). If and when any such Consent, release, substitution or amendment shall be obtained or such agreement, lease, license or other rights or obligations shall otherwise become assignable or able to be novated, the Other Party shall promptly Transfer all rights, obligations and other Liabilities thereunder of any member of such Other Party’s Group to the Liable Party or to another member of the Liable Party’s Group without payment of any further consideration and the Liable Party, or another member of such Liable Party’s Group, without the payment of any further consideration, shall Assume such rights and Liabilities. (c) If the Liable Party (i) suffers a downgrade to its senior debt credit rating to below BB (as rated by Standard & Poor’s) or (ii) no longer has its debt securities rated by any nationally recognized credit rating agencies, then, upon the demand of the Other Party, such Liable Party shall be required to post an irrevocable letter of credit or similar security obligation reasonably acceptable to the Other Party in an amount reasonably necessary to provide security to the Other Party for the Liable Party’s obligations pursuant to Section 2.9(b); provided, however, that the foregoing shall not apply with respect to Assumed Tyco Contingent Liability. For the avoidance of doubt, the posting of such a letter of credit or similar security obligation shall in no event relieve the issuing Party’s obligations pursuant to Section 2.9(b), and shall not result in a cap or limitation on such Party’s Liabilities with respect thereto.

Novation of Liabilities. (a) Each With respect to a Liability for which a Party, at including its Subsidiaries, is not responsible under this Agreement after the Relevant Time, but for which a Party or one or more of its Subsidiaries continues to be liable to a third party after the Relevant Time, that Party may request of another Partythe Party responsible under this Agreement for the Liability to take actions after the Relevant Time to relieve the requesting Party from such Liability. Upon any such request, the responsible Party shall use best commercially reasonable efforts either (i) to obtain, or to cause to be obtained, any Consent, substitution release, transfer, substitutions or amendment novations required for such Liability to novate become solely the Liability of the responsible Party or assign all obligations under Contracts, licenses and other obligations or Liabilities for which a member one 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 its respective Subsidiaries; or (such other Party, the “Other Party”), or ii) to obtain in writing the an unconditional release of all parties to such arrangements (other than any member of from Liability for the Group who Assumed requesting Party and/or its relevant Subsidiaries. The Responsible Party or retained such Liability as set forth in Parties are not required by 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 provision to pay any money or other consideration therefor to any third party from whom any such Consent, substitution or amendment is requested (unless such Party is fully reimbursed by relieve the requesting Party)Party from the Liability unless the Requesting Party agrees to reimburse the responsible Party in full upon or prior to the payment. (b) If the Parties are responsible Party is unable to obtain, or to cause to be obtained, relieve the requesting Party and 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 its relevant Subsidiaries from a Liability of such Other Party and, unless not permitted by Law or the terms thereof, as agent or subcontractor for such Partyin compliance with Section 2.10(a), 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 one of its Group toSubsidiaries, to pay, perform perform, discharge or otherwise satisfy in full the Liability, unless not permitted to do so by Law or Contract. As required to satisfy the Liability 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; providednot otherwise prohibited, that the Liable Party shall have no obligation may act as an agent or subcontractor for the requesting Party in order to indemnify any Other relieve the requesting Party with respect from the Liability. This provision does not relieve the requesting Party from the Liability. This provision does not require the requesting Party to any matter extend, renew or otherwise cause a Contract or other Liability to remain in effect beyond the extent that such Other Party has engaged term in any knowing violation effect as of Law, fraud or misrepresentation in connection therewiththe Relevant Time. The Other Each 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 any of its Subsidiaries responsible for the Liable Party’s GroupLiability, all money, rights and other consideration received by it the Party or any member of its Group Subsidiaries in respect of such performance by the Liable Party (unless any such consideration is an Asset of such Other other Party or one of its Subsidiaries pursuant to this Agreement). If and when any such Consent, release, substitution substitution, amendment or amendment release of the Liability shall be obtained obtained, or such agreement, lease, license or other rights or obligations giving rise to the Liability shall otherwise become assignable or able to be novated, the Other other Party shall promptly Transfer Transfer, or cause to be Transferred, all rights, obligations and other Liabilities thereunder of any member of such Other Party’s Group it or its Subsidiaries to the Liable Party or to another member one of the Liable Party’s Group its Subsidiaries if requested to do so without payment of any further consideration consideration, and the Liable Party, or another member of such Liable Party’s Group, without the payment of any further consideration, shall Assume such rights and Liabilities. (c) If the Liable Party (i) suffers a downgrade to its senior debt credit rating to below BB (as rated by Standard & Poor’s) or (ii) no longer has its debt securities rated by any nationally recognized credit rating agencies, then, upon the demand of the Other Party, such Liable Party shall be required to post an irrevocable letter of credit or similar security obligation reasonably acceptable to the Other Party in an amount reasonably necessary to provide security to the Other Party for the Liable Party’s obligations pursuant to Section 2.9(b); provided, however, that the foregoing shall not apply with respect to Assumed Tyco Contingent Liability. For the avoidance of doubt, the posting of such a letter of credit or similar security obligation shall in no event relieve the issuing Party’s obligations pursuant to Section 2.9(b), and shall not result in a cap or limitation on such Party’s Liabilities with respect thereto.

Novation of Liabilities. (a) Each Party, at the request of another the other Party, shall use reasonable best efforts to obtain, or to cause to be obtained, any Consent, Governmental Approval, substitution or amendment required to novate or assign to the fullest extent permitted by applicable Law all obligations under Contracts, licenses Contracts and other obligations or Liabilities for which a member of such Party’s Group and a member of another the other 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 Other Party’s Group who which Assumed or retained such Liability as set forth in this Agreement), so that, in any such case, the members of the applicable Group will shall be solely responsible for such Liabilities; provided, however, that no Party shall be obligated to pay any consideration (or otherwise incur any Liability or obligation) therefor to any third party from whom any such Consent, Governmental Authority, substitution or amendment is requested (unless such Party is fully reimbursed or otherwise made whole by the requesting Party). (b) If the Parties are unable to obtain, or to cause to be obtained, any such required Consent, Governmental Approval, release, substitution or amendmentamendment required to novate, fully assign or fully release any such obligations under Contracts or any Liabilities, (i) the Other Party shall nonetheless use reasonable best efforts to assign or release, including by executing any such assignment which does not release the Other Party from its obligations under such Contract or from such Liability, to the fullest extent permitted and (ii) the Other Party or a member of such Other Party’s Group shall continue to be bound by such Contract, license or other obligation Contract 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 TimeTime in each case in accordance with Section 2.6. 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 Liabilities arise from such Other Party has engaged in any Party’s willful breach, knowing violation of Law, fraud or misrepresentation in connection therewith, in which case such Other Party shall be responsible for such Liabilities. The Other Party shall, without further consideration, promptly pay and remit, or cause to be promptly paid or remitted, to the Liable Party or or, at the direction of the Liable Party, to another member of the Liable Party’s Group, all money, rights and other consideration received by it or any member of its Group in respect of such performance by the Liable Party (unless any such consideration is an Asset of such Other Party pursuant to this Agreement). If and when any such Consent, Governmental Approval, release, substitution or amendment shall be obtained or such agreement, lease, license or other rights or obligations shall otherwise become assignable or able to be novated, the Other Party shall promptly Transfer or cause the Transfer of, as applicable, all rights, obligations and other Liabilities thereunder of such Other Party or of any member of such Other Party’s Group to the Liable Party or to another member of the Liable Party’s Group without payment of any further consideration and the Liable Party, or another member of such Liable Party’s Group, without the payment of any further consideration, Group shall Assume such rights and Liabilities. (c) If the Liable Party (i) suffers a downgrade to its senior debt credit rating to below BB (as rated by Standard & Poor’s) or (ii) no longer has its debt securities rated by any nationally recognized credit rating agencies, then, upon the demand of the Other Party, such Liable Party shall be required to post an irrevocable letter of credit or similar security obligation reasonably acceptable Liabilities to the Other Party fullest extent permitted by applicable Law in an amount reasonably necessary to provide security to the Other Party for the Liable Party’s obligations pursuant to accordance with Section 2.9(b2.6(b); provided, however, that the foregoing shall not apply with respect to Assumed Tyco Contingent Liability. For the avoidance of doubt, the posting of such a letter of credit or similar security obligation shall in no event relieve the issuing Party’s obligations pursuant to Section 2.9(b), and shall not result in a cap or limitation on such Party’s Liabilities with respect thereto.

Novation of Liabilities. (a) Each Party, at the request of another Party (such other Party, the “Other Party”), shall use best commercially reasonable efforts for twenty-four (24) months after the time of the Spinco Distribution to obtain, or to cause to be obtained, any Consent, release, substitution or amendment required to novate or assign to the fullest extent permitted by Law all obligations under Contracts (other than Commingled Contracts and Combined Contracts, licenses which shall be governed by Section 1.3 and Delayed Assets, which shall be governed by Section 1.8), and other obligations or Liabilities (other than with regard to guarantees or Credit Support Instruments, which shall be governed by Section 1.7 and Delayed Liabilities, which shall be governed by Section 1.8) for which a member of such Party’s Group and a member of another the Other Party’s Group are jointly or severally liable and that do not constitute Liabilities of such other Other Party as provided in this Agreement (such other Party, the “Other Party”)Agreement, or to obtain in writing the unconditional release of all parties the applicable Other Party to such arrangements (other than any member of the Group who Assumed 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 (or any of their respective Affiliates) shall be obligated to pay any consideration non-de minimis consideration, grant any non-de minimis accommodations (financial or otherwise) or commence any litigation therefor to any third party Third Party from whom any such Consent, substitution or amendment is requested (unless such Party or Affiliate is fully reimbursed by the requesting PartyParty or its Affiliates); provided, further, that such instruments shall not impose additional or substantially different obligations on either Spinco or Remainco or grant rights, through representations or otherwise, beyond those set forth in this Agreement or the underlying Contract (but shall merely implement the obligations herein), other than customary obligations with respect to due execution, title and similar matters. (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 Contract or other obligation that does not constitute a Liability of such Other Party as provided in this Agreement 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 assumed or retained such Liability as set forth in this Agreement (the “Liable Party”) shall, or shall cause a member of its Group to, directly 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 therewithSpinco Distribution. 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 member of its Group in respect of such performance by the Liable Party (unless any such consideration is an Asset asset of such Other Party pursuant to this Agreement). If and when any such Consent, release, substitution or amendment shall be obtained or such agreement, lease, license lease or other rights or obligations shall otherwise become assignable or able to be novated, the Other Party shall promptly Transfer all rights, obligations and other Liabilities thereunder of any member of such Other Party’s Group to the Liable Party or to another member of the Liable Party’s Group without payment of any further consideration and the Liable Party, or another member of such Liable Party’s Group, without the payment of any further consideration, shall Assume assume such rights and Liabilities. (c) If the Liable Party (i) suffers a downgrade to its senior debt credit rating to below BB (as rated by Standard & Poor’s) or (ii) no longer has its debt securities rated by any nationally recognized credit rating agencies, then, upon the demand . Each of the Other Party, such Liable Party shall be required to post an irrevocable letter of credit or similar security obligation reasonably acceptable to the Other Party in an amount reasonably necessary to provide security to the Other Party for the Liable Party’s obligations pursuant to Section 2.9(b); provided, however, that the foregoing shall not apply with respect to Assumed Tyco Contingent Liability. For the avoidance of doubt, the posting of such a letter of credit or similar security obligation shall in no event relieve the issuing Party’s obligations pursuant to Section 2.9(b)applicable Parties shall, and shall not result in a cap cause their respective Subsidiaries to, take all actions and do all things reasonably necessary on its part, or limitation on such Party’s Liabilities with respect theretoSubsidiaries’ part, under applicable Law or contractual obligations to consummate and make effective the transactions contemplated by this Section 1.10.

Novation of Liabilities. (a) Each Party, at the request of another Party, shall use best commercially reasonable 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 member of its Group in respect of such performance by the Liable Party (unless any such consideration is an Asset of such Other Party pursuant to this Agreement). If and when any such Consent, release, substitution or amendment shall be obtained or such agreement, lease, license or other rights or obligations shall otherwise become assignable or able to be novated, the Other Party shall promptly Transfer all rights, obligations and other Liabilities thereunder of any member of such Other Party’s Group to the Liable Party or to another member of the Liable Party’s Group without payment of any further consideration and the Liable Party, or another member of such Liable Party’s Group, without the payment of any further consideration, shall Assume such rights and Liabilities. (c) If the Liable Party (i) suffers a downgrade to its senior debt credit rating to below BB (as rated by Standard & Poor’s) or (ii) no longer has its debt securities rated by any nationally recognized credit rating agencies, then, upon the demand of the Other Party, such Liable Party shall be required to post an irrevocable letter of credit or similar security obligation reasonably acceptable to the Other Party in an amount reasonably necessary to provide security to the Other Party for the Liable Party’s obligations pursuant to Section 2.9(b); provided, however, that the foregoing shall not apply with respect to Assumed Tyco Contingent Liability. For the avoidance of doubt, the posting of such a letter of credit or similar security obligation shall in no event relieve the issuing Party’s obligations pursuant to Section 2.9(b), and shall not result in a cap or limitation on such Party’s Liabilities with respect thereto.

Novation of Liabilities. (a) Each Party, at the written request of another the other Party, shall use best commercially reasonable efforts (i) 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 the other Party’s Group are prior to the Distribution Effective Time jointly or severally liable and that do not constitute Liabilities of such other Party following the Distribution Effective Time as provided in this Agreement (such other Party, the “Other Party”), including the Contracts set forth on Schedule I, or (ii) to obtain in writing the unconditional release of all parties to such arrangements (other than any member of the Group who Assumed 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; Liabilities; provided, however, that no Party shall be obligated to pay any consideration (or otherwise incur any Liability or obligation) therefor to any third party Third Party from whom any such Consent, substitution or amendment is requested (unless such Party is fully reimbursed or otherwise made whole by the requesting Party), and the Company shall not pay any consideration other than a de minimis amount to obtain any such Consent, substitution or amendment, without Parent’s prior written approval (not be unreasonably withheld, conditioned or delayed). (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 the 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 thereofof such Contract, license or other obligation, as agent or subcontractor for such Party, the Party or member of such Party’s Group who Assumed 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 the Other Party’s Group thereunder from and after the Distribution Effective Time. The Liable Party shall indemnify each the Other Party and hold each of them harmless against any Liabilities (other than Liabilities of such Other Party) arising as set forth in connection therewith; ARTICLE V; provided, however, that the Liable Party shall have no obligation to indemnify any the Other Party with respect to any matter to the extent that for losses resulting from such Other Party has engaged in any knowing violation of LawParty’s gross negligence, fraud willful misconduct or misrepresentation in connection therewithbad faith. 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 any member of the Liable Party’s Group, all any money, rights and other consideration received by it or any member of its Group in respect of such performance by the Liable Party (unless any such consideration is an Asset of such Other Party pursuant to this Agreement). If and when any such Consent, release, substitution or amendment shall be obtained or such agreement, lease, license or other rights or obligations shall otherwise become assignable or able to be novated, the Other Party shall promptly Transfer all rights, obligations rights and other Liabilities thereunder of any member of such Other Party’s Group to the Liable Party Party, or to another member of the Liable Party’s Group Group, without payment of any further consideration and the Liable Party, or another member of such the Liable Party’s Group, without the payment of any further consideration, shall Assume assume such rights and Liabilities. (c) If the Liable Party (i) suffers a downgrade to its senior debt credit rating to below BB (as rated by Standard & Poor’s) or (ii) no longer has its debt securities rated by any nationally recognized credit rating agencies, then, upon the demand of the Other Party, such Liable Party shall be required to post an irrevocable letter of credit or similar security obligation reasonably acceptable to the Other Party in an amount reasonably necessary to provide security to the Other Party for the Liable Party’s obligations pursuant to Section 2.9(b); provided, however, that the foregoing shall not apply with respect to Assumed Tyco Contingent Liability. For the avoidance of doubt, the posting of such a letter of credit or similar security obligation shall in no event relieve the issuing Party’s obligations pursuant to Section 2.9(b), and shall not result in a cap or limitation on such Party’s Liabilities with respect thereto.

Novation of Liabilities. (a) Each Party, at the request of another Party (such other Party, the “Other Party”), shall use best commercially reasonable efforts to obtain, or to cause to be obtained, any Consent, release, substitution or amendment required to novate or assign to the fullest extent permitted by Law all obligations under Contracts (other than Shared Contracts, licenses which shall be governed by Section 2.4(a)), and other obligations or Liabilities (other than with regard to guarantees or Credit Support Instruments, which shall be governed by Section 2.12) for which a member of such Party’s Group and a member of another the Other Party’s Group are jointly or severally liable and that do not constitute Liabilities of such other Other Party as provided in this Agreement (such other Party, the “Other Party”)Agreement, or to obtain in writing the unconditional release of all parties the applicable Other Party 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 Third Party from whom any such Consent, substitution or amendment is requested (unless such Party is fully reimbursed by the requesting Party); provided, further, that such instruments shall not impose additional or substantially different obligations on either Spinco or Remainco or grant rights, through representations or otherwise, beyond those set forth in this Agreement or the underlying Contract (but shall merely implement the obligations herein), other than customary obligations with respect to due execution, title and similar matters. For the purposes of complying with the terms set forth in this Section 2.11, not more than thirty (30) Business Days after the end of each of the first six (6) fiscal quarters after the Spinco Distribution, each of Spinco and Remainco shall deliver to the other a list of the Consents, releases, substitutions or amendments required to novate or assign to the fullest extent permitted by Law all obligations under Contracts (other than Shared Contracts, which shall be governed by Section 2.4(a)), and other obligations or Liabilities (other than with regard to guarantees or Credit Support Instruments, which shall be governed by Section 2.12) for which a member of such Party’s Group and a member of the Other Party’s Group are jointly or severally liable and that do not constitute Liabilities of such Other Party as provided in this Agreement, along with the status and anticipated timing for obtaining such Consents, releases, substitutions or amendments required. (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 Contract 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, directly 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 therewithSpinco Distribution. 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 member of its Group in respect of such performance by the Liable Party (unless any such consideration is an Asset of such Other Party pursuant to this Agreement). If and when any such Consent, release, substitution or amendment shall be obtained or such agreement, lease, license lease or other rights or obligations shall otherwise become assignable or able to be novated, the Other Party shall promptly Transfer all rights, obligations and other Liabilities thereunder of any member of such Other Party’s Group to the Liable Party or to another member of the Liable Party’s Group without payment of any further consideration and the Liable Party, or another member of such Liable Party’s Group, without the payment of any further consideration, shall Assume such rights and Liabilities. (c) If the Liable Party (i) suffers a downgrade to its senior debt credit rating to below BB (as rated by Standard & Poor’s) or (ii) no longer has its debt securities rated by any nationally recognized credit rating agencies, then, upon the demand . Each of the Other Party, such Liable Party shall be required to post an irrevocable letter of credit or similar security obligation reasonably acceptable to the Other Party in an amount reasonably necessary to provide security to the Other Party for the Liable Party’s obligations pursuant to Section 2.9(b); provided, however, that the foregoing shall not apply with respect to Assumed Tyco Contingent Liability. For the avoidance of doubt, the posting of such a letter of credit or similar security obligation shall in no event relieve the issuing Party’s obligations pursuant to Section 2.9(b)applicable Parties shall, and shall not result in a cap cause their respective Subsidiaries to, take all actions and do all things reasonably necessary on its part, or limitation on such Party’s Liabilities with respect theretoSubsidiaries’ part, under applicable Law or contractual obligations to consummate and make effective the transactions contemplated by this Section 2.11(b).

Novation of Liabilities. (a) Novation of SpinCo Liabilities. (i) Each Partyof Parent and SpinCo, at the request of another Partythe other, shall use best commercially reasonable efforts to obtain, or to cause to be obtained, as soon as reasonably practicable, any Consentconsent, substitution substitution, approval or amendment required to novate or assign all obligations under Contracts, licenses SpinCo Liabilities 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 each member of the Parent Group who Assumed or retained that is a party to any such Liability as set forth in this Agreement)arrangements, so that, in any such case, the members of the applicable SpinCo Group will shall be solely responsible for such SpinCo Liabilities; provided, however, that no Party that, except as otherwise expressly provided in this Agreement or any of the Ancillary Agreements, neither Parent nor SpinCo shall be obligated to contribute any capital or pay any consideration therefor in any form (including providing any letter of credit, guaranty or other financial accommodation) to any third party Third Party from whom any such Consentconsent, substitution substitution, approval, amendment or amendment release is requested (unless such Party is fully reimbursed by the requesting Party)requested. (bii) If the Parties are Parent or SpinCo is unable to obtain, or to cause to be obtained, any such required Consentconsent, releasesubstitution, substitution approval, amendment or amendment, release and the Other Party or a applicable member of such Other Party’s the Parent Group shall continue continues to be bound by such Contractagreement, lease, license or other obligation that does or Liability (each, an “Unreleased SpinCo Liability”), SpinCo shall, to the extent not constitute a Liability of such Other Party and, unless not permitted prohibited by Law or the terms thereofLaw, as indemnitor, guarantor, agent or subcontractor for such Party, the Party or member of such Party’s Group who Assumed or retained such Liability the Parent Group, as set forth in this Agreement the case may be, (the “Liable Party”x) 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 the Parent Group thereunder that constitute Unreleased SpinCo Liabilities from and after the Effective Time. The Liable Party shall indemnify each Other Party Time and hold each of them harmless against any Liabilities (other than Liabilities of y) use commercially reasonable efforts to effect such Other Party) arising in connection therewith; providedpayment, that the Liable Party shall have no obligation to indemnify any Other Party with respect performance or discharge prior to any matter to the extent that demand for such Other Party has engaged in any knowing violation of Lawpayment, fraud performance or misrepresentation in connection therewith. The Other Party shall, without further consideration, promptly pay and remit, or cause discharge is permitted to be promptly paid or remitted, to made by the Liable Party or to another obligee thereunder on any member of the Liable Party’s Parent Group, all money, rights and other consideration received by it or any member of its Group in respect of such performance by the Liable Party (unless any such consideration is an Asset of such Other Party pursuant to this Agreement). If and when any such Consentconsent, releasesubstitution, substitution approval, amendment or amendment release shall be obtained or such agreement, lease, license or other rights or obligations the Unreleased SpinCo Liabilities shall otherwise become assignable or able to be novated, the Other Party Parent shall promptly Transfer all rights, obligations and other Liabilities thereunder of any member of such Other Party’s Group to the Liable Party or to another member of the Liable Party’s Group without payment of any further consideration and the Liable Partyassign, or another cause to be assigned, and SpinCo or the applicable SpinCo Group member shall assume, such Unreleased SpinCo Liabilities without exchange of such Liable Party’s Group, without the payment of any further consideration, shall Assume such rights and Liabilities. (c) If the Liable Party (i) suffers a downgrade to its senior debt credit rating to below BB (as rated by Standard & Poor’s) or (ii) no longer has its debt securities rated by any nationally recognized credit rating agencies, then, upon the demand of the Other Party, such Liable Party shall be required to post an irrevocable letter of credit or similar security obligation reasonably acceptable to the Other Party in an amount reasonably necessary to provide security to the Other Party for the Liable Party’s obligations pursuant to Section 2.9(b); provided, however, that the foregoing shall not apply with respect to Assumed Tyco Contingent Liability. For the avoidance of doubt, the posting of such a letter of credit or similar security obligation shall in no event relieve the issuing Party’s obligations pursuant to Section 2.9(b), and shall not result in a cap or limitation on such Party’s Liabilities with respect thereto.

Novation of Liabilities. (a) Each Party, at the request of another Party, shall use best its commercially reasonable 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 requesting Party as provided in this Agreement (such other requesting Party, the “Other Non-Liable 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 Non-Liable 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 Non-Liable Party or a member of such Other Non-Liable Party’s Group shall continue to be bound by such Contract, license or other obligation that does not constitute a Liability of such Other Non-Liable Party and, unless not permitted by Law or the terms thereof, as agent or subcontractor for such Party, the Party who, or member of such Party’s whose Group who Assumed member, was intended to Assume or retained retain such Liability as set forth in this Agreement (the “Liable Party”) shall, or shall cause a member of its Group to, directly pay, perform and discharge fully all the obligations or other Liabilities of such Other Non-Liable Party or member of such Other Non-Liable Party’s Group thereunder from and after the Effective Time. The Liable Party shall indemnify (in accordance with the provisions of Article VI) each Other Non-Liable Party and each member of such Non-Liable Party’s Group and hold each of them harmless against any Liabilities (other than Liabilities of such Other Non-Liable Party or such Non-Liable Party’s Group) arising in connection therewith; provided, that the Liable Party shall have no obligation to indemnify any Other Non-Liable Party or any member of such Non-Liable Party’s Group with respect to any matter to the extent that such Other Party has engaged in caused by any knowing violation of Law, fraud or misrepresentation in connection therewiththerewith in which such Non-Liable Party or any member of such Non-Liable Party’s Group has engaged. The Other Non-Liable 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 member of its Group in respect of such performance by the Liable Party or any member of such Liable Party’s Group (unless any such consideration is an Asset of such Other Non-Liable Party pursuant to this Agreement). If and when any such Consent, release, substitution or amendment shall be obtained or such agreement, lease, license or other rights or obligations shall otherwise become assignable or able to be novated, the Other Non-Liable Party shall promptly Transfer or cause to be Transferred all rights, obligations and other Liabilities thereunder of any member of such Other Non-Liable Party’s Group to the Liable Party or to another member of the Liable Party’s Group without payment of any further consideration and the Liable Party, or another member of such Liable Party’s Group, without the payment of any further consideration, shall Assume such rights and Liabilities. (c) If the Liable Party (i) suffers a downgrade to its senior debt credit rating to below BB (as rated by Standard & Poor’s) or (ii) , provided that no longer has its debt securities rated by any nationally recognized credit rating agencies, then, upon the demand of the Other Party, such Liable Party Transfer shall be required to post an irrevocable letter of credit or similar security obligation reasonably acceptable to made if such Transfer could adversely affect the Other Party in an amount reasonably necessary to provide security to the Other Party for the Liable Party’s obligations pursuant to Section 2.9(b); provided, however, that the foregoing shall not apply with respect to Assumed Tyco Contingent Liability. For the avoidance of doubt, the posting of such a letter of credit or similar security obligation shall in no event relieve the issuing Party’s obligations pursuant to Section 2.9(b), and shall not result in a cap or limitation on such Party’s Liabilities with respect theretoTax Step-Up.