Common use of Unreleased Liabilities Clause in Contracts

Unreleased Liabilities. If at any time after the consummation of the Distribution, any member of the Distributing Group shall remain obligated to any Third Party in respect of any Publishing Liability or any member of the Publishing Group shall remain obligated to any Third Party in respect of any Distributing Liability, in each case, as guarantor, assignor, original tenant, primary obligor or otherwise, the following provisions shall apply. Any Liability referred to in this Section 5.2 is hereinafter referred to as an “Unreleased Liability” and any Person remaining obligated for such Liability is hereinafter referred to as an “Unreleased Person.” (a) Nothing in this Agreement shall release any Unreleased Person with respect to any obligation to any applicable Third Party for such Unreleased Liability to the extent provided in the relevant Contract, applicable Law or other source of such Unreleased Liability; provided, that such Unreleased Person shall be entitled to indemnification pursuant to Section 10.4. (b) The Parties shall continue on and after the Distribution Effective Time to use commercially reasonable efforts to cause each Unreleased Person to be released from each of its Unreleased Liabilities.

Appears in 3 contracts

Samples: Separation and Distribution Agreement, Separation and Distribution Agreement (Tribune Publishing Co), Separation and Distribution Agreement (Tribune Publishing Co)

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Unreleased Liabilities. If at any time after the consummation of the DistributionDistribution Effective Time, any member of the Distributing SVM Group shall remain obligated to any Third Party in respect of any Publishing TG Liability or any member of the Publishing TG Group shall remain obligated to any Third Party in respect of any Distributing SVM Liability, in each case, as guarantor, assignor, original tenant, primary obligor or otherwise, the following provisions shall apply. Any Liability referred to in this Section 5.2 is hereinafter referred to as an “Unreleased Liability” and any Person remaining obligated for such Liability is hereinafter referred to as an “Unreleased Person. (a) Nothing in this Agreement shall release any Unreleased Person with respect to any obligation to any applicable Third Party for such Unreleased Liability to the extent provided in the relevant Contract, applicable Law or other source of such Unreleased Liability; provided, that such Unreleased Person shall be entitled to indemnification pursuant to Section 10.4. (b) The Parties shall continue on and after the Distribution Effective Time to use commercially reasonable efforts to cause each Unreleased Person to be released from each of its Unreleased Liabilities.

Appears in 1 contract

Samples: Separation and Distribution Agreement (Servicemaster Co, LLC)

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