Common use of Actions to Effect Assignment and Assumption of NUSA Assumed Liabilities Clause in Contracts

Actions to Effect Assignment and Assumption of NUSA Assumed Liabilities. (a) NSI and NUSA shall use their reasonable best efforts to cause all rights and obligations of NSI in respect of the NUSA Assumed Liabilities to be assigned to and assumed by NUSA effective as of the Effective Date, or as promptly thereafter as practicable. (b) From and after the Effective Date, NSI and NUSA shall use their reasonable best efforts to obtain from each obligee to which the NUSA Assumed Liabilities are owed a full release of NSI from any liability or obligation in respect of such NUSA Assumed Liabilities, effective as of the Effective Date or as of the earliest possible date. (c) Each of NSI and NUSA shall cooperate with the other and execute such instruments and documents as may be necessary or reasonably requested by the other party in connection with the assignment, assumption and release of any NUSA Assumed Liabilities as contemplated herein. (d) If and to the extent that NSI and NUSA are unable to obtain the assignment, assumption and release of any NUSA Assumed Liabilities as contemplated herein, as between NSI and NUSA, effective as of the Effective Date, NUSA agrees to pay and perform as and when due all Liabilities and obligations of NSI in respect of such NUSA Assumed Liabilities, whether arising prior to, on or after the Effective Date, and, in the event that for any reason NUSA does not make any such payment or perform any such obligation as and when due or NSI makes any such payment or performs any such obligation, NUSA shall promptly reimburse NSI for all costs and expenses incurred by NSI in connection therewith.

Appears in 2 contracts

Sources: Assumption of Liabilities and Indemnification Agreement (Nu Skin Enterprises Inc), Assumption of Liabilities and Indemnification Agreement (Nu Skin Enterprises Inc)