Common use of Unreleased Liabilities Clause in Contracts

Unreleased Liabilities. Subject to Section 2.4(f), if the Parties are unable to obtain, or to cause to be obtained, any such required consent, substitution, approval, amendment or release and a member of either Group (the “Bound Member”) continues to be bound by any such arrangement or responsible for any such Liabilities with respect to which such Bound Member would not be bound or responsible had such required consent, substitution, approval, amendment or release been obtained (each, an “Unreleased Liability”), the Party to whose Group such Liability is allocated under this Agreement (the “Designated Party”) shall, to the extent not prohibited by Law, as indemnitor, guarantor, agent or subcontractor for such Bound Member, as the case may be, (A) pay, perform and discharge fully all the obligations or other Liabilities of such member of the Bound Member’s Group that constitute Unreleased Liabilities from and after the Effective Time and (B) use its 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 member of the Bound Member’s Group. If and when any such consent, substitution, approval, amendment or release shall be obtained or the Unreleased Liabilities shall otherwise become assignable or able to be novated, the Bound Member shall promptly assign, or cause to be assigned, and the Designated Party or the applicable member of its Group shall assume, such Unreleased Liabilities without exchange of further consideration.