Common use of Surviving Liabilities Clause in Contracts

Surviving Liabilities. Nothing contained in Section 3.02(a) or Section 3.02(b) shall impair any right of any Person to enforce this Agreement, any Other Agreement, any claim to the extent covered by insurance or any other agreements, arrangements, commitments or understandings that are specified in, or are contemplated to continue pursuant to, this Agreement or any Other Agreement. Furthermore, nothing contained in Section 3.02(a) or Section 3.02(b) shall release any Person from: (i) any liability, contingent or otherwise, assumed, transferred, assigned or allocated to the Group of which such Person is a member in accordance with, or any other liability of any member of any Group under, this Agreement or any Other Agreement; (ii) any liability for unpaid amounts for the sale, lease, construction or receipt of goods, property or services purchased, obtained or used in the ordinary course of business by a member of one Group from a member of any other Group within 180 days prior to the Distribution Date; (iii) any liability for unpaid amounts for products or services or refunds owing on products or services for work done by a member of one Group at the request or on behalf of a member of another Group within 180 days prior to the Distribution Date; (iv) any liability that the parties may have with respect to indemnification or contribution pursuant to this Agreement or any Other Agreement, which liability shall be governed by the provisions of this Article III and, if applicable, the appropriate provisions of such Other Agreement; or (v) any liability the release of which would result in the release of any Person other than a Person released pursuant to this Section 3.02; provided that the parties agree not to bring suit, seek to collect any amounts from or file any liens or encumbrances against any Person, or permit any member of their Group to bring suit, seek to collect any amounts from or file any liens or encumbrances against any Person, with respect to any liability to the extent that such Person would be released with respect to such liability by this Section 3.02 but for the provisions of this clause (v).

Surviving Liabilities. Nothing contained in Section 3.02(a3.1(a) or Section 3.02(b(b) shall impair any right of any Person to enforce a Prior Transfer Agreement, this Agreement, any Other Agreement, any claim to the extent covered by insurance Ancillary Agreement or any other agreements, arrangements, commitments or understandings that are specified in, or are contemplated to continue pursuant to, a Prior Transfer Agreement, this Agreement or in any Other Ancillary Agreement. Furthermore, nothing contained in Section 3.02(a3.1(a) or Section 3.02(b(b) shall release any Person from: (i) any liabilityLiability, contingent or otherwise, assumed, transferred, assigned or allocated to the Group of which such Person is a member in accordance with, or any other liability Liability of any member of any Group under, a Prior Transfer Agreement, this Agreement or any Other Ancillary Agreement; (ii) any liability Liability for unpaid amounts for the sale, lease, construction or receipt of goods, property or services purchased, obtained or used in the ordinary course of business by a member of one Group from a member of any other Group within 180 days prior to the Distribution IPO Closing Date; (iii) any liability Liability for unpaid amounts for products or services or refunds owing on products or services for work done by a member of one Group at the request or on behalf of a member of another Group within 180 days prior to the Distribution IPO Closing Date; (iv) any liability Liability that the parties may have with respect to indemnification or contribution pursuant to this Agreement, any Ancillary Agreement or any Other Prior Transfer Agreement, which liability Liability shall be governed by the provisions of this Article III and, if applicable, the appropriate provisions of such Other Ancillary Agreement or such Prior Transfer Agreement; or (v) any liability Liability the release of which would result in the release of any Person other than a Person released pursuant to this Section 3.023.1; provided that the parties agree not to bring suit, seek to collect any amounts from or file any liens or encumbrances against any Person, or permit any member of their Group to bring suit, seek to collect any amounts from or file any liens or encumbrances against any Person, with respect to any liability Liability to the extent that such Person would be released with respect to such liability Liability by this Section 3.02 3.1 but for the provisions of this clause (v).

Surviving Liabilities. Nothing contained in Section 3.02(a5.1(a) or Section 3.02(b(b) shall impair impair, limit or otherwise affect, any right or obligation of any Person pursuant to enforce or contemplated by this Agreement, any Other Agreement, any claim to the extent covered by insurance Ancillary Agreement or any other agreements, arrangements, commitments or understandings that are specified in, or are contemplated to continue pursuant to, this Agreement or any Other AgreementAncillary Document. Furthermore, nothing contained in Section 3.02(a5.1(a) or Section 3.02(b(b) shall release any Person from: (i) any liabilityLiability, contingent or otherwise, assumed, transferred, assigned or allocated to the Group of which such Person is a member in accordance with, or any other liability Liability of any member of any Group under, this Agreement or any Other AgreementAncillary Agreement (including any Enova Liability); (ii) any liability for unpaid amounts Liability for the sale, lease, construction or receipt of goods, property or services purchased, obtained or used in the ordinary course of business by a member of one Group from a member of any the other Group within 180 days prior to the Distribution Date; (iii) any liability Liability for unpaid amounts for products or services or refunds owing on products or services due on a value-received basis for work done by a member of one Group at the request or on behalf of a member of another the other Group within 180 days prior to the Distribution Date; (iv) any liability Liability that the parties may have with respect to indemnification or contribution pursuant to this Agreement or any Other Agreementfor claims brought against the parties by third Persons, which liability Liability shall be governed by the provisions of this Article III and, if applicable, the appropriate V and Article VI and any other applicable provisions of such Other this Agreement or any Ancillary Agreement; or (v) any liability Liability the release of which would result in the release of any third Person other than a Person released pursuant to this Section 3.02; provided that the parties agree not to bring suit5.1. In addition, seek to collect any amounts from nothing contained in Section 5.1(a) shall release Parent or file any liens or encumbrances against any Person, or permit any member of their the Parent Group from honoring its existing obligations to bring suitindemnify any director, seek officer or employee of a member of the Enova Group who was a director, officer or employee of a member of the Parent Group on or prior to collect any amounts from or file any liens or encumbrances against any Personthe Distribution Date, with respect to any liability to the extent that such Person would be released director, officer or employee becomes a named defendant in any Action with respect to which such liability by this Section 3.02 but director, officer or employee was entitled to such indemnification pursuant to then-existing obligations, it being understood that, if the underlying obligation giving rise to such Action is an Enova Liability, Enova shall indemnify Parent for such Liability (including Parent’s costs to indemnify the director, officer or employee) in accordance with the provisions of set forth in this clause (v).Article V.

Surviving Liabilities. Nothing contained in Section 3.02(a3.1(a) or Section 3.02(b3.1(b) shall impair impair, limit, or otherwise affect, any right or obligation of any Person pursuant to enforce or contemplated by this Agreement, any Other Transaction Agreement, any claim to the extent covered by insurance or any other agreements, arrangements, commitments commitments, or understandings that are specified in, or are contemplated to continue pursuant to, this Agreement or any Other Transaction Agreement. Furthermore, nothing contained in Section 3.02(a3.1(a) or Section 3.02(b3.1(b) shall release any Person from: (i) any liabilityLiability, contingent or otherwise, assumed, transferred, assigned assigned, or allocated to the Group of which such Person is a member in accordance with, or any other liability Liability of any member of any Group under, this Agreement or any Other Transaction Agreement; (ii) any liability Liability for unpaid amounts for the sale, lease, construction construction, or receipt of goods, property property, or services purchased, obtained obtained, or used in the ordinary course of business by a member of one Group from a member of any other Group within 180 days prior to or after the Distribution Effective Date; (iii) any liability Liability for unpaid amounts for products or services or refunds owing on products or services for work done by a member of one Group at the request or on behalf of a member of another Group within 180 days prior to or after the Distribution Effective Date; (iv) any liability Liability that the parties may have with respect to indemnification or contribution pursuant to this Agreement or any Other other Transaction Agreement, which liability Liability shall be governed by the provisions of this Article III and, if applicable, the appropriate provisions of such Other Transaction Agreement; or (v) any liability Liability the release of which would result in the release of any Person other than a Person released pursuant to this Section 3.02; provided that the parties agree not to bring suit, seek to collect any amounts from or file any liens or encumbrances against any Person, or permit any member of their Group to bring suit, seek to collect any amounts from or file any liens or encumbrances against any Person, with respect to any liability to the extent that such Person would be released with respect to such liability by this Section 3.02 but for the provisions of this clause (v)3.1.

Surviving Liabilities. Nothing contained in Section 3.02(a3.1(a) or Section 3.02(b3.1(b) shall impair impair, limit, or otherwise affect, any right or obligation of any Person pursuant to enforce or contemplated by this Agreement, any Other Transaction Agreement, any claim to the extent covered by insurance or any other agreements, arrangements, commitments commitments, or understandings that are specified in, or are contemplated to continue pursuant to, this Agreement or any Other Transaction Agreement. Furthermore, nothing contained in Section 3.02(a3.1(a) or Section 3.02(b3.1(b) shall release any Person from: (i) any liabilityLiability, contingent or otherwise, assumed, transferred, assigned assigned, or allocated to the Group of which such Person is a member in accordance with, or any other liability of any member Liability of any Group of which such Person is a member under, this Agreement or any Other Transaction Agreement; (ii) any liability Liability for unpaid amounts for the sale, lease, construction construction, or receipt of goods, property property, or services purchased, obtained obtained, or used in the ordinary course of business by a member of one Group from a member of any other Group within 180 days prior to or after the Distribution Effective Date; (iii) any liability Liability for unpaid amounts for products or services or refunds owing on products or services for work done by a member of one Group at the request or on behalf of a member of another Group within 180 days prior to or after the Distribution Effective Date; (iv) any liability Liability that the parties may have with respect to indemnification or contribution pursuant to this Agreement or any Other other Transaction Agreement, which liability Liability shall be governed by the provisions of this Article III and, if applicable, the appropriate provisions of such Other Transaction Agreement; or (v) any liability Liability the release of which would result in the release of any Person other than a Person released pursuant to this Section 3.02; provided that the parties agree not to bring suit, seek to collect any amounts from or file any liens or encumbrances against any Person, or permit any member of their Group to bring suit, seek to collect any amounts from or file any liens or encumbrances against any Person, with respect to any liability to the extent that such Person would be released with respect to such liability by this Section 3.02 but for the provisions of this clause (v)3.1.

Surviving Liabilities. Nothing contained in Section 3.02(a3.1(a) or Section 3.02(b(b) shall impair any right of any Person to enforce this Agreement, any Other Agreement, any claim to the extent covered by insurance Ancillary Agreement or any other agreements, arrangements, commitments or understandings that are specified in, or are contemplated to continue pursuant to, this Agreement or in any Other Ancillary Agreement. Furthermore, nothing contained in Section 3.02(a3.1(a) or Section 3.02(b(b) shall release any Person from: (i) any liabilityLiability, contingent or otherwise, assumed, transferred, assigned or allocated to the Group of which such Person is a member in accordance with, or any other liability Liability of any member of any Group under, this Agreement or any Other Ancillary Agreement; (ii) any liability Liability for unpaid amounts for the sale, lease, construction or receipt of goods, property or services purchased, obtained or used in the ordinary course of business by a member of one Group from a member of any other Group within 180 days prior to the Distribution IPO Closing Date; (iii) any liability Liability for unpaid amounts for products or services or refunds owing on products or services for work done by a member of one Group at the request or on behalf of a member of another Group within 180 days prior to the Distribution IPO Closing Date; (iv) any liability Liability that the parties may have with respect to indemnification or contribution pursuant to this Agreement or any Other Agreementand the Ancillary Agreements, which liability Liability shall be governed by the provisions of this Article III and, if applicable, the appropriate provisions of such Other Agreementthe Ancillary Agreements; or (v) any liability Liability the release of which would result in the release of any Person other than a Person released pursuant to this Section 3.023.1; provided that the parties agree not to bring suit, seek to collect any amounts from or file any liens or encumbrances against any Person, or permit any member of their Group to bring suit, seek to collect any amounts from or file any liens or encumbrances against any Person, with respect to any liability Liability to the extent that such Person would be released with respect to such liability Liability by this Section 3.02 3.1 but for the provisions of this clause (v).

Surviving Liabilities. Nothing contained in Section 3.02(a3.1(a) or Section 3.02(b) shall 3.1(b)shall impair any right of any Person to enforce this Agreement, any Other Separation Agreement, any claim to the extent covered by insurance or any other agreements, arrangements, commitments commitments, or understandings that are specified in, or are contemplated to continue pursuant to, this Agreement or any Other Separation Agreement. Furthermore, nothing contained in Section 3.02(a3.1(a) or Section 3.02(b3.1(b) shall release any Person from: (i) any liabilityLiability, contingent or otherwise, assumed, transferred, assigned assigned, or allocated to the Group of which such Person is a member in accordance with, or any other liability Liability of any member of any Group under, this Agreement or any Other Separation Agreement; (ii) any liability Liability for unpaid amounts for the sale, lease, construction construction, or receipt of goods, property property, or services purchased, obtained obtained, or used in the ordinary course of business by a member of one Group from a member of any other Group within 180 days prior to the Distribution Separation Date; (iii) any liability Liability for unpaid amounts for products or services or refunds owing on products or services for work done by a member of one Group at the request or on behalf of a member of another Group within 180 days prior to the Distribution Separation Date; (iv) any liability Liability that the parties may have with respect to indemnification or contribution pursuant to this Agreement or any Other Separation Agreement, which liability Liability shall be governed by the provisions of this Article III and, if applicable, the appropriate provisions of such Other Separation Agreement; or (v) any liability Liability the release of which would result in the release of any Person other than a Person released pursuant to this Section 3.02; provided that the parties agree not to bring suit, seek to collect any amounts from or file any liens or encumbrances against any Person, or permit any member of their Group to bring suit, seek to collect any amounts from or file any liens or encumbrances against any Person, with respect to any liability to the extent that such Person would be released with respect to such liability by this Section 3.02 but for the provisions of this clause (v)3.1.

Surviving Liabilities. Nothing contained in Section 3.02(a3.1(a) or Section 3.02(b) shall 3.1(b)shall impair any right of any Person to enforce this Agreement, any Other Separation Agreement, any claim to the extent covered by insurance or any other agreements, arrangements, commitments commitments, or understandings that are specified in, or are contemplated to continue pursuant to, this Agreement or any Other Separation Agreement. Furthermore, nothing contained in Section 3.02(a3.1(a) or Section 3.02(b3.1(b) shall release any Person from: (i) any liabilityLiability, contingent or otherwise, assumed, transferred, assigned assigned, or allocated to the Group of which such Person is a member in accordance with, or any other liability Liability of any member of any Group under, this Agreement or any Other Separation Agreement; (ii) any liability Liability for unpaid amounts for the sale, lease, construction construction, or receipt of goods, property property, or services purchased, obtained obtained, or used in the ordinary course of business by a member of one Group from a member of any other Group within 180 days prior to the Distribution Separation Date; (iii) any liability Liability for unpaid amounts for products or services or refunds owing on products or services for work done by a member of one Group at the request or on behalf of a member of another Group within 180 days prior to the Distribution Separation Date; (iv) any liability Liability that the parties may have with respect to indemnification or contribution pursuant to this Agreement or any Other other Separation Agreement, which liability Liability shall be governed by the provisions of this Article III and, if applicable, the appropriate provisions of such Other Separation Agreement; or (v) any liability Liability the release of which would result in the release of any Person other than a Person released pursuant to this Section 3.02; provided that the parties agree not to bring suit, seek to collect any amounts from or file any liens or encumbrances against any Person, or permit any member of their Group to bring suit, seek to collect any amounts from or file any liens or encumbrances against any Person, with respect to any liability to the extent that such Person would be released with respect to such liability by this Section 3.02 but for the provisions of this clause (v)3.1.

Surviving Liabilities. Nothing contained in Section 3.02(a3.1(a) or Section 3.02(b3.1(b) shall impair any right of any Person to enforce this Agreement, any Other Separation Agreement, any claim to the extent covered by insurance or any other agreements, arrangements, commitments commitments, or understandings that are specified in, or are contemplated to continue pursuant to, this Agreement or any Other Separation Agreement. Furthermore, nothing contained in Section 3.02(a3.1(a) or Section 3.02(b3.1(b) shall release any Person from: (i) any liabilityLiability, contingent or otherwise, assumed, transferred, assigned assigned, or allocated to the Group of which such Person is a member in accordance with, or any other liability Liability of any member of any Group under, this Agreement or any Other Separation Agreement; (ii) any liability Liability for unpaid amounts for the sale, lease, construction construction, or receipt of goods, property property, or services purchased, obtained obtained, or used in the ordinary course of business by a member of one Group from a member of any other Group within 180 days prior to the Distribution Separation Date; (iii) any liability Liability for unpaid amounts for products or services or refunds owing on products or services for work done by a member of one Group at the request or on behalf of a member of another Group within 180 days prior to the Distribution Separation Date; (iv) any liability Liability that the parties may have with respect to indemnification or contribution pursuant to this Agreement or any Other other Separation Agreement, which liability Liability shall be governed by the provisions of this Article III and, if applicable, the appropriate provisions of such Other Separation Agreement; or (v) any liability Liability the release of which would result in the release of any Person other than a Person released pursuant to this Section 3.02; provided that the parties agree not to bring suit, seek to collect any amounts from or file any liens or encumbrances against any Person, or permit any member of their Group to bring suit, seek to collect any amounts from or file any liens or encumbrances against any Person, with respect to any liability to the extent that such Person would be released with respect to such liability by this Section 3.02 but for the provisions of this clause (v)3.1.