Common use of Novation of Liabilities Clause in Contracts

Novation of Liabilities. (a) Each Party, at the request of the other Party, shall use reasonable best efforts to obtain, or to cause to be obtained, any Consent, Governmental Approval, substitution or amendment required to novate or assign to the fullest extent permitted by applicable Law all obligations under Contracts and Liabilities for which a member of such Party’s Group and a member of the other Party’s Group are jointly or severally liable and that do not constitute Liabilities of such other Party as provided in this Agreement (such other Party, the “Other Party”), or to obtain in writing the unconditional release of all parties to such arrangements (other than any member of the Other Party’s Group which Assumed or retained such Liability as set forth in this Agreement), so that, in any such case, the members of the applicable Group shall be solely responsible for such Liabilities; provided, however, that no Party shall be obligated to pay any consideration (or otherwise incur any Liability or obligation) therefor to any third party from whom any such Consent, Governmental Authority, substitution or amendment is requested (unless such Party is fully reimbursed or otherwise made whole by the requesting Party).

Novation of Liabilities. (a) Each Party, at the request of the other another Party, shall use reasonable best efforts (i) to obtain, or to cause to be obtained, any Consent, Governmental Approval, substitution or amendment required to novate or assign to the fullest extent permitted by applicable Law all obligations under Contracts Contracts, licenses and other Liabilities for which a member of such Party’s Group and a member of the other another Party’s Group are prior to the Relevant Time jointly or severally liable and that do not constitute Liabilities of such other Party following the Relevant Time as provided in this Agreement (such other Party, the “Other Party”), or (ii) to obtain in writing the unconditional release of all parties to such arrangements (other than any member of the Other Party’s Group which who Assumed or retained such Liability as set forth in this Agreement), so that, in any such case, the members of the applicable Group shall will be solely responsible for such Liabilities; provided, however, that no Party shall be obligated to pay any consideration (or otherwise incur any Liability or obligation) therefor to any third party from whom any such Consent, Governmental Authority, substitution or amendment is requested (unless such Party is fully reimbursed or otherwise made whole by the requesting Party).

Novation of Liabilities. (a) Each Party, at the request of the other Party, shall use reasonable best efforts (i) to obtain, or to cause to be obtained, any Consent, Governmental Approval, substitution or amendment required to novate or assign to the fullest extent permitted by applicable Law all obligations under Contracts Contracts, licenses and other Liabilities for which a member of such Party’s Group and a member of the other Party’s Group are prior to the Relevant Time jointly or severally liable and that do not constitute Liabilities of such other Party following the Relevant Time as provided in this Agreement (such other Party, the “Other Party”), or (ii) to obtain in writing the unconditional release of all parties to such arrangements (other than any member of the Other Party’s Group which who Assumed or retained such Liability as set forth in this Agreement), so that, in any such case, the members of the applicable Group shall will be solely responsible for such Liabilities; provided, however, that no Party shall be obligated to pay any consideration (or otherwise incur any Liability or obligation) therefor to any third party from whom any such Consent, Governmental Authority, substitution or amendment is requested (unless such Party is fully reimbursed or otherwise made whole by the requesting Party).

Novation of Liabilities. (a) Each Party, at the written request of the other Party, shall use commercially reasonable best efforts (i) to obtain, or to cause to be obtained, any Consent, Governmental Approval, substitution or amendment required to novate or assign to the fullest extent permitted by applicable Law all obligations under Contracts Contracts, licenses and other Liabilities for which a member of such Party’s Group and a member of the other Party’s Group are prior to the Distribution Effective Time jointly or severally liable and that do not constitute Liabilities of such other Party following the Distribution Effective Time as provided in this Agreement (such other Party, the “Other Party”), or (ii) to obtain in writing the unconditional release of all parties to such arrangements (other than any member of the Other Party’s Group which Assumed who assumed or retained such Liability as set forth in this Agreement), so that, in any such case, the members of the applicable Group shall will be solely responsible for such Liabilities; provided, however, that no Party shall be obligated to pay any consideration (or otherwise incur any Liability or obligation) therefor to any third party Third Party from whom any such Consent, Governmental Authority, substitution or amendment is requested (unless such Party is fully reimbursed or otherwise made whole by the requesting Party).

Novation of Liabilities. (a) Each Except as to any B2B Liabilities or B2C Liabilities otherwise Assumed pursuant to this Article II, or as otherwise provided in Schedule A to Exhibit A of the Transition Services Agreement, each Party, at the request of the other Partyparty, shall use commercially reasonable best efforts to obtain, or to cause to be obtained, any Consent, Governmental Approvalconsent, substitution or amendment required to novate or assign to the fullest extent permitted by applicable Law all Liabilities under contracts, licenses and other obligations under Contracts and Liabilities for which a member of such Party’s Affiliated Group and a member of the other Partyparty’s Affiliated Group are jointly or severally liable and that do not constitute Liabilities of such other Party party as provided in this Agreement (such other Partyparty, the “Other Party”), or to obtain in writing the unconditional release of all parties to such arrangements (other than any member of the Other Party’s Affiliated Group which Assumed who assumed or retained such Liability as set forth in this Agreement), so that, in any such case, the members of the applicable Affiliated Group shall will be solely responsible for such Liabilities; provided, however, that no neither Party shall be obligated to pay any consideration (or otherwise incur any Liability or obligation) therefor to any third party from whom any such Consent, Governmental Authorityconsent, substitution or amendment is requested (unless such Party is fully reimbursed or otherwise made whole by the requesting Party).

Novation of Liabilities. (a) Each Party, at the request of the other Party, shall shall, prior to the Effective Time, or, pursuant to Section 2.6, following the Effective Time, use commercially reasonable best efforts to obtain, or to cause to be obtained, any Consent, Governmental Approval, substitution or amendment required to novate or assign to the fullest extent permitted by applicable Law all obligations under Contracts Contracts, licenses and other obligations or Liabilities for which a member of such Party’s Group and a member of the other Party’s Group are jointly or severally liable and that do not constitute Liabilities of such other Party as provided in this Agreement (such other Party, the “Other Non-Liable Party”), or to obtain in writing the unconditional release of all parties to such arrangements (other than any member of the Other Party’s Group which who Assumed or retained such Liability as set forth in this Agreement), so that, in any such case, the members of the applicable Group shall will be solely responsible for such Liabilities; provided, however, that no Party shall be obligated to pay any consideration (or otherwise incur any Liability or obligation) therefor to any third party from whom any such Consent, Governmental Authority, substitution or amendment is requested (unless such Party is fully reimbursed or otherwise made whole by the requesting Party).

Novation of Liabilities. (a) Each Party, at the request of the other another Party, shall use its commercially reasonable best efforts to obtain, or to cause to be obtained, any Consent, Governmental Approval, substitution or amendment required to novate or assign to the fullest extent permitted by applicable Law all obligations under Contracts Contracts, licenses and other obligations or Liabilities for which a member of such Party’s Group and a member of the other another Party’s Group are jointly or severally liable and that do not constitute Liabilities of such other requesting Party as provided in this Agreement (such other requesting Party, the “Other Non-Liable Party”), or to obtain in writing the unconditional release of all parties to such arrangements (other than any member of the Other Party’s Group which who Assumed or retained such Liability as set forth in this Agreement), so that, in any such case, the members of the applicable Group shall will be solely responsible for such Liabilities; provided, however, that no Party shall be obligated to pay any consideration (or otherwise incur any Liability or obligation) therefor to any third party from whom any such Consent, Governmental Authority, substitution or amendment is requested (unless such Party is fully reimbursed or otherwise made whole by the requesting Non-Liable Party).

Novation of Liabilities. (a) Each Party, at the written request of the other Party, shall use commercially reasonable best efforts (i) to obtain, or to cause to be obtained, any Consent, Governmental Approval, substitution or amendment required to novate or assign to the fullest extent permitted by applicable Law all obligations under Contracts Contracts, licenses and other Liabilities for which a member of such Party’s Group and a member of the other Party’s Group are prior to the Distribution Effective Time jointly or severally liable and that do not constitute Liabilities of such other Party following the Distribution Effective Time as provided in this Agreement (such other Party, the “Other Party”), including the Contracts set forth on Schedule I, or (ii) to obtain in writing the unconditional release of all parties to such arrangements (other than any member of the Other Party’s Group which Assumed who assumed or retained such Liability as set forth in this Agreement), so that, in any such case, the members of the applicable Group shall will be solely responsible for such Liabilities; Liabilities; provided, however, that no Party shall be obligated to pay any consideration (or otherwise incur any Liability or obligation) therefor to any third party Third Party from whom any such Consent, Governmental Authority, substitution or amendment is requested (unless such Party is fully reimbursed or otherwise made whole by the requesting Party), and the Company shall not pay any consideration other than a de minimis amount to obtain any such Consent, substitution or amendment, without Parent’s prior written approval (not be unreasonably withheld, conditioned or delayed).