Common use of Novation of Liabilities Clause in Contracts

Novation of Liabilities. (a) Each of Xxxxxx Oil and Xxxxxx USA, at the request of the other, shall endeavor, if reasonably practicable, to obtain, or to cause to be obtained, if reasonably practicable, any consent, substitution, approval or amendment required to novate or assign all obligations under agreements, leases, licenses and other Liabilities of any nature whatsoever that constitute Xxxxxx USA Liabilities, or to obtain in writing the unconditional release of all parties to such arrangements other than any member of the Xxxxxx USA Group so that, in any such case, the members of the Xxxxxx USA Group will be solely responsible for the Xxxxxx USA Liabilities (including by providing a substitute letter of credit of like amount or substitute guaranty for any existing letter of credit or guaranty, respectively); provided, however, that neither Xxxxxx Oil nor Xxxxxx USA shall be obligated to contribute any capital or pay any consideration in any form (including providing any letter of credit, guaranty or other financial accommodation, except for a substitute letter of credit or substitute guaranty as referenced in the prior parenthetical) to any third Person from whom any such consent, substitution, approval, amendment or release is requested.

Appears in 4 contracts

Samples: Separation and Distribution Agreement, Separation and Distribution Agreement (Murphy Oil Corp /De), Separation and Distribution Agreement (Murphy USA Inc.)

AutoNDA by SimpleDocs

Novation of Liabilities. (a) Each of Xxxxxx Mxxxxx Oil and Xxxxxx Mxxxxx USA, at the request of the other, shall endeavor, if reasonably practicable, to obtain, or to cause to be obtained, if reasonably practicable, any consent, substitution, approval or amendment required to novate or assign all obligations under agreements, leases, licenses and other Liabilities of any nature whatsoever that constitute Xxxxxx Mxxxxx USA Liabilities, or to obtain in writing the unconditional release of all parties to such arrangements other than any member of the Xxxxxx Mxxxxx USA Group so that, in any such case, the members of the Xxxxxx Mxxxxx USA Group will be solely responsible for the Xxxxxx Mxxxxx USA Liabilities (including by providing a substitute letter of credit of like amount or substitute guaranty for any existing letter of credit or guaranty, respectively); provided, however, that neither Xxxxxx Mxxxxx Oil nor Xxxxxx Mxxxxx USA shall be obligated to contribute any capital or pay any consideration in any form (including providing any letter of credit, guaranty or other financial accommodation, except for a substitute letter of credit or substitute guaranty as referenced in the prior parenthetical) to any third Person from whom any such consent, substitution, approval, amendment or release is requested.

Appears in 1 contract

Samples: Separation and Distribution Agreement (Murphy USA Inc.)

AutoNDA by SimpleDocs
Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!