Novation of Liabilities. Each Party, at the request of the other, shall use its commercially reasonable efforts to obtain, or to cause to be obtained, as soon as reasonably practicable, any consent, substitution, approval or amendment required to novate or assign all Kellanova Liabilities or WKKC Liabilities, as applicable, and obtain in writing the unconditional release of each member of the other Party’s Group that is a party to any such arrangements, so that, in any such case, the members of the WKKC Group shall be solely responsible for such WKKC Liabilities and the members of the Kellanova Group shall be solely responsible for such Kellanova Liabilities; provided, however, that, except as otherwise expressly provided in this Agreement or any of the Ancillary Agreements, neither Kellanova nor WKKC shall be obligated to contribute any capital or pay any consideration in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Third Party from whom any such consent, substitution, approval, amendment or release is requested.
Appears in 4 contracts
Samples: Separation and Distribution Agreement (WK Kellogg Co), Separation and Distribution Agreement (Kellanova), Separation and Distribution Agreement (WK Kellogg Co)