Common use of Unreleased Liabilities Clause in Contracts

Unreleased Liabilities. If at any time on or after the Effective Time, any member of any Group shall remain obligated to any Third Party in respect of any Corresponding Liability not its own — i.e., a Corresponding Liability of another Separate-co (such other Separate-co with respect such Unreleased Liability and such Unreleased Person, the “Responsible Separate-co”) — the following provisions shall apply. The Liabilities referred to in this Section 3.02 are hereinafter referred to as the “Unreleased Liabilities,” the Person remaining obligated for such Liability in a manner contrary to what is intended under this Agreement is hereinafter referred to as the “Unreleased Person,” such Unreleased Person’s Corresponding Separate-co, the “Unreleased Separate-co” and such Unreleased Person’s Corresponding Group, the “Unreleased Group”. (a) Each Unreleased Person shall remain obligated to Third Parties for such Unreleased Liability as provided in the relevant Contract, Applicable Law or other source of such Unreleased Liability and shall pay and perform such Unreleased Liability as and when required, in accordance with its terms. (b) Each Responsible Separate-co shall indemnify, defend and hold harmless each Other Separate-Co Indemnified Party that is an Unreleased Person from and against any Liabilities arising in respect of each Unreleased Liability of such Unreleased Person that is a Corresponding Liability of such Responsible Separate-co. Each Responsible Separate-co shall take, and shall cause the members of its Corresponding Group (the “Responsible Group”) to take, such other actions as may be reasonably requested by the applicable Unreleased Separate-co in accordance with the provisions of this Agreement in order to place the applicable Unreleased Group, insofar as reasonably possible, in the same position as it would be in if such Unreleased Liability had been fully contributed, assigned, transferred, conveyed, and delivered to, and accepted and assumed or retained, as applicable, by such Responsible Separate-co (or any relevant member of the Responsible Group) with effect as of the Effective Time and so that all the benefits and burdens relating to such Unreleased Liability, including possession, use, risk of loss, potential for gain, and dominion, control and command over such Unreleased Liability, are to inure from and after the Effective Time to the member or members of the Responsible Group. (c) Each Responsible Separate-co shall continue on and after the Effective Time to use commercially reasonable efforts to cause the applicable Unreleased Persons to be released from their respective Unreleased Liabilities. (d) If, as and when it becomes possible to delegate, novate or extinguish any Unreleased Liability in favor of an Unreleased Person, the relevant Parties shall promptly sign all such documents and perform all such other acts, and shall cause each member of their respective Groups, as applicable, to sign all such documents and perform all such other acts, as may be necessary or desirable to give effect to such delegation, novation, extinction or other release without payment of any further consideration by the Unreleased Person.

Unreleased Liabilities. If at any time on or after the Effective Time, any member of any the Expedia Group shall remain obligated to any Third Party in respect of any Corresponding Assumed Liability not its own — i.e.or any member of the TripAdvisor Group shall remain obligated to any Third Party in respect of any Retained Liability, a Corresponding Liability of another Separate-co (such other Separate-co with respect such Unreleased Liability and such Unreleased Person, the “Responsible Separate-co”) — the following provisions shall apply. The Liabilities referred to in this Section 3.02 are hereinafter referred to as the “Unreleased Liabilities,” and the Person remaining obligated for such Liability in a manner contrary to what is intended under this Agreement is hereinafter referred to as the “Unreleased Person,” such Unreleased Person’s Corresponding Separate-co, the “Unreleased Separate-co” and such Unreleased Person’s Corresponding Group, the “Unreleased Group.”. (a) Each Unreleased Person shall remain obligated to Third Parties for such Unreleased Liability as provided in the relevant Contract, Applicable Law or other source of such Unreleased Liability and shall pay and perform such Unreleased Liability as and when required, in accordance with its terms. (b) Each Responsible Separate-co Expedia shall indemnify, defend and hold harmless each Other Separate-Co TripAdvisor Indemnified Party that is an Unreleased Person from and against any Liabilities arising in respect of each Unreleased Liability of such Person; and TripAdvisor shall indemnify, defend and hold harmless each Expedia Indemnified Party that is an Unreleased Person that is a Corresponding against any Liabilities arising in respect of each Unreleased Liability of such Responsible Separate-co. Each Responsible Separate-co Person. Expedia and TripAdvisor shall take, and shall cause the members of its Corresponding Group (the “Responsible Group”) their respective Groups to take, such other actions as may be reasonably requested by the applicable Unreleased Separate-co other in accordance with the provisions of this Agreement in order to place the applicable Unreleased GroupExpedia and TripAdvisor, insofar as reasonably possible, in the same position as it they would be in if such Unreleased Liability had been fully contributed, assigned, transferred, conveyed, and delivered to, and accepted and assumed or retained, as applicable, by such Responsible Separate-co the other Party (or any relevant member of the Responsible its Group) with effect as of the Effective Time and so that all the benefits and burdens relating to such Unreleased Liability, including possession, use, risk of loss, potential for gain, and dominion, control and command over such Unreleased Liability, are to inure from and after the Effective Time to the member or members of the Responsible Expedia Group or the TripAdvisor Group, as the case may be. (c) Each Responsible Separate-co The Parties shall continue on and after the Effective Time to use commercially reasonable efforts to cause the applicable each Unreleased Persons Person to be released from their respective each of its Unreleased Liabilities. (d) If, as and when it becomes possible to delegate, novate or extinguish any Unreleased Liability in favor of an Unreleased Person, the relevant Parties shall promptly sign all such documents and perform all such other acts, and shall cause each member of their respective Groups, as applicable, to sign all such documents and perform all such other acts, as may be necessary or desirable to give effect to such delegation, novation, extinction or other release without payment of any further consideration by the Unreleased Person.

Unreleased Liabilities. If at any time on or after the Effective Time, any member of any Alcan Group shall remain obligated to any Third Party in respect of any Corresponding Assumed Liability not its own — i.e.or any member of Novelis Group shall remain obligated to any Third Party in respect of any Retained Liability, a Corresponding Liability of another Separate-co (such other Separate-co with respect such Unreleased Liability and such Unreleased Person, the “Responsible Separate-co”) — the following provisions shall apply. The Liabilities liabilities referred to in this Section 3.02 5.02 are hereinafter referred to as the “Unreleased Liabilities,” "UNRELEASED LIABILITIES" and the Person remaining obligated for such Liability liability in a manner contrary to what is intended under this Agreement is hereinafter referred to as the “Unreleased Person,” such Unreleased Person’s Corresponding Separate-co, the “Unreleased Separate-co” and such Unreleased Person’s Corresponding Group, the “Unreleased Group”"UNRELEASED PERSON." (a) Each Unreleased Person shall remain obligated to Third Parties for such Unreleased Liability as provided in the relevant Contract, Applicable Law or other source of for such Unreleased Liability and shall pay and perform such Unreleased Liability as and when required, in accordance with its terms. (b) Each Responsible Separate-co Alcan shall indemnify, defend and hold harmless each Other Separate-Co Novelis Indemnified Party that is an Unreleased Person from and against any Liabilities arising in respect of each Unreleased Liability of such Person; and Novelis shall indemnify, defend and hold harmless each Alcan Indemnified Party that is an Unreleased Person that is a Corresponding against any Liabilities arising in respect of each Unreleased Liability of such Responsible Separate-co. Each Responsible Separate-co Person. Alcan and Novelis shall take, and shall cause the members of its Corresponding Group (the “Responsible Group”) their respective Groups to take, such other actions as may be reasonably requested by the applicable Unreleased Separate-co other in accordance with the provisions of this Agreement in order to place the applicable Unreleased GroupAlcan and Novelis, insofar as reasonably possible, in the same position as it they would be in if such Unreleased Liability had been fully contributed, assigned, transferred, conveyed, and delivered to, and accepted and assumed or retained, as applicable, by such Responsible Separate-co the other Party (or any relevant member of the Responsible GroupGroup to which it belongs) with effect as of the Effective Time and so that all the benefits and burdens relating to such Unreleased Liability, including possession, use, risk of loss, potential for gain, and dominion, control and command over such Unreleased Liability, are to inure from and after the Effective Time to the member or members of the Responsible Alcan Group or the Novelis Group, as the case may be. (c) Each Responsible Separate-co The Parties shall continue on and after the Effective Time to use commercially reasonable efforts to cause the applicable each Unreleased Persons Person to be released from their respective each of its Unreleased Liabilities. (d) If, as and when it becomes possible to delegate, novate or extinguish any Unreleased Liability in favor of an Unreleased Person, the relevant Parties shall promptly sign all such documents and perform all such other acts, and shall cause each member of their respective Groups, as applicable, to sign all such documents and perform all such other acts, as may be necessary or desirable to give effect to such delegation, novation, extinction or other release without payment of any further consideration by the Unreleased Person.

Unreleased Liabilities. (a) If at any time on or after the Contribution Effective Time, any member of any the HomeAdvisor Group or the IAC Group shall remain obligated to any Third Party in respect of any Corresponding Liability not its own — i.e., a Corresponding Liability of another Separate-co the other Party or its Group (such other Separate-co Party with respect such Unreleased Liability and such Unreleased Person, the “Responsible Separate-coParty”) — ), the following provisions shall apply. The Liabilities referred to in this Section 3.02 are hereinafter referred to as the “Unreleased Liabilities,” the Person remaining obligated for such Liability in a manner contrary to what is intended under this Agreement is hereinafter referred to as the “Unreleased Person,” such Unreleased Person’s Corresponding Separate-coParty, the “Unreleased Separate-coParty” and such Unreleased Person’s Corresponding Group, the “Unreleased Group”. (ab) Each Unreleased Person shall remain obligated to Third Parties for such Unreleased Liability as provided in the relevant Contract, Applicable Law or other source of such Unreleased Liability and shall pay and perform such Unreleased Liability as and when required, in accordance with its terms. (bc) Each Responsible Separate-co Party shall indemnify, defend and hold harmless each Other Separate-Co HomeAdvisor Indemnified Party or IAC Indemnified Party, as the context requires, that is an Unreleased Person from and against any Liabilities arising in respect of each Unreleased Liability of such Unreleased Person that is a Corresponding Liability of such Responsible Separate-co. Party. Each Responsible Separate-co Party shall take, and shall cause the members of its Corresponding Group (the “Responsible Group”) to take, such other actions as may be reasonably requested by the applicable Unreleased Separate-co Party in accordance with the provisions of this Agreement in order to place the applicable Unreleased Group, insofar as reasonably possible, in the same position as it would be in if such Unreleased Liability had been fully contributed, assigned, transferred, conveyed, and delivered to, and accepted and assumed or retained, as applicable, by such Responsible Separate-co Party (or any relevant member of the Responsible Group) with effect as of the Contribution Effective Time and so that all the benefits and burdens relating to such Unreleased Liability, including possession, use, risk of loss, potential for gain, and dominion, control and command over such Unreleased Liability, are to inure from and after the Contribution Effective Time to the member or members of the Responsible Group. (cd) Each Responsible Separate-co Party shall continue on and after the Contribution Effective Time to use commercially reasonable efforts to cause the applicable Unreleased Persons to be released from their respective Unreleased Liabilities. (de) If, as and when it becomes possible to delegate, novate or extinguish any Unreleased Liability in favor of an Unreleased Person, the relevant Parties shall promptly sign all such documents and perform all such other acts, and shall cause each member of their respective Groups, as applicable, to sign all such documents and perform all such other acts, as may be necessary or desirable to give effect to such delegation, novation, extinction or other release without payment of any further consideration by the Unreleased Person.

Unreleased Liabilities. If at any time on or after the Effective Time, any member of any the IAC Group shall remain obligated to any Third Party in respect of any Corresponding Assumed Liability not its own — i.e.or any member of Expedia Group shall remain obligated to any Third Party in respect of any Retained Liability, a Corresponding Liability of another Separate-co (such other Separate-co with respect such Unreleased Liability and such Unreleased Person, the “Responsible Separate-co”) — the following provisions shall apply. The Liabilities referred to in this Section 3.02 are hereinafter referred to as the “Unreleased Liabilities,” and the Person remaining obligated for such Liability in a manner contrary to what is intended under this Agreement is hereinafter referred to as the “Unreleased Person,” such Unreleased Person’s Corresponding Separate-co, the “Unreleased Separate-co” and such Unreleased Person’s Corresponding Group, the “Unreleased Group.”. (a) Each Unreleased Person shall remain obligated to Third Parties for such Unreleased Liability as provided in the relevant Contract, Applicable Law or other source of such Unreleased Liability and shall pay and perform such Unreleased Liability as and when required, in accordance with its terms. (b) Each Responsible Separate-co IAC shall indemnify, defend and hold harmless each Other Separate-Co Expedia Indemnified Party that is an Unreleased Person from and against any Liabilities arising in respect of each Unreleased Liability of such Person; and Expedia shall indemnify, defend and hold harmless each IAC Indemnified Party that is an Unreleased Person that is a Corresponding against any Liabilities arising in respect of each Unreleased Liability of such Responsible Separate-co. Each Responsible Separate-co Person. IAC and Expedia shall take, and shall cause the members of its Corresponding Group (the “Responsible Group”) their respective Groups to take, such other actions as may be reasonably requested by the applicable Unreleased Separate-co other in accordance with the provisions of this Agreement in order to place the applicable Unreleased GroupIAC and Expedia, insofar as reasonably possible, in the same position as it they would be in if such Unreleased Liability had been fully contributed, assigned, transferred, conveyed, and delivered to, and accepted and assumed or retained, as applicable, by such Responsible Separate-co the other Party (or any relevant member of the Responsible GroupGroup to which it belongs) with effect as of the Effective Time and so that all the benefits and burdens relating to such Unreleased Liability, including possession, use, risk of loss, potential for gain, and dominion, control and command over such Unreleased Liability, are to inure from and after the Effective Time to the member or members of IAC Group or Expedia Group, as the Responsible Groupcase may be. (c) Each Responsible Separate-co The Parties shall continue on and after the Effective Time to use commercially reasonable efforts to cause the applicable each Unreleased Persons Person to be released from their respective each of its Unreleased Liabilities. (d) If, as and when it becomes possible to delegate, novate or extinguish any Unreleased Liability in favor of an Unreleased Person, the relevant Parties shall promptly sign all such documents and perform all such other acts, and shall cause each member of their respective Groups, as applicable, to sign all such documents and perform all such other acts, as may be necessary or desirable to give effect to such delegation, novation, extinction or other release without payment of any further consideration by the Unreleased Person.

Unreleased Liabilities. If at any time on or after the Effective Time, any member of any Alcan Group shall remain obligated to any Third Party in respect of any Corresponding Assumed Liability not its own — i.e.or any member of Novelis Group shall remain obligated to any Third Party in respect of any Retained Liability, a Corresponding Liability of another Separate-co (such other Separate-co with respect such Unreleased Liability and such Unreleased Person, the “Responsible Separate-co”) — the following provisions shall apply. The Liabilities liabilities referred to in this Section 3.02 5.02 are hereinafter referred to as the “"Unreleased Liabilities,” " and the Person remaining obligated for such Liability liability in a manner contrary to what is intended under this Agreement is hereinafter referred to as the “"Unreleased Person,” such Unreleased Person’s Corresponding Separate-co, the “Unreleased Separate-co” and such Unreleased Person’s Corresponding Group, the “Unreleased Group”." (a) Each Unreleased Person shall remain obligated to Third Parties for such Unreleased Liability as provided in the relevant Contract, Applicable Law or other source of for such Unreleased Liability and shall pay and perform such Unreleased Liability as and when required, in accordance with its terms. (b) Each Responsible Separate-co Alcan shall indemnify, defend and hold harmless each Other Separate-Co Novelis Indemnified Party that is an Unreleased Person from and against any Liabilities arising in respect of each Unreleased Liability of such Person; and Novelis shall indemnify, defend and hold harmless each Alcan Indemnified Party that is an Unreleased Person that is a Corresponding against any Liabilities arising in respect of each Unreleased Liability of such Responsible Separate-co. Each Responsible Separate-co Person. Alcan and Novelis shall take, and shall cause the members of its Corresponding Group (the “Responsible Group”) their respective Groups to take, such other actions as may be reasonably requested by the applicable Unreleased Separate-co other in accordance with the provisions of this Agreement in order to place the applicable Unreleased GroupAlcan and Novelis, insofar as reasonably possible, in the same position as it they would be in if such Unreleased Liability had been fully contributed, assigned, transferred, conveyed, and delivered to, and accepted and assumed or retained, as applicable, by such Responsible Separate-co the other Party (or any relevant member of the Responsible GroupGroup to which it belongs) with effect as of the Effective Time and so that all the benefits and burdens relating to such Unreleased Liability, including possession, use, risk of loss, potential for gain, and dominion, control and command over such Unreleased Liability, are to inure from and after the Effective Time to the member or members of the Responsible Alcan Group or the Novelis Group, as the case may be. (c) Each Responsible Separate-co The Parties shall continue on and after the Effective Time to use commercially reasonable efforts to cause the applicable each Unreleased Persons Person to be released from their respective each of its Unreleased Liabilities. (d) If, as and when it becomes possible to delegate, novate or extinguish any Unreleased Liability in favor of an Unreleased Person, the relevant Parties shall promptly sign all such documents and perform all such other acts, and shall cause each member of their respective Groups, as applicable, to sign all such documents and perform all such other acts, as may be necessary or desirable to give effect to such delegation, novation, extinction or other release without payment of any further consideration by the Unreleased Person.