Assignment and Novation of Southwest Liabilities Sample Clauses

The "Assignment and Novation of Southwest Liabilities" clause governs the transfer of obligations and liabilities originally held by Southwest to another party. In practice, this clause outlines the process by which Southwest's debts, duties, or contractual responsibilities can be assigned or novated, often requiring the consent of the involved parties and sometimes third-party approval. Its core function is to ensure a clear and legally effective transition of liabilities, thereby preventing disputes over responsibility and maintaining continuity in contractual relationships.
Assignment and Novation of Southwest Liabilities. (i) Prior to the Separation Time, each of Southwest and Centuri, at the request of the other, shall use its commercially reasonable efforts to obtain, or to cause to be obtained, as soon as reasonably practicable, any consent, substitution, approval or amendment required to novate or assign all Southwest Liabilities and obtain in writing the unconditional release of each member of the Centuri Group that is a party to any such arrangements, so that, in any such case, the members of the Southwest Group shall be solely responsible for such Southwest Liabilities; provided, however, that, except as otherwise expressly provided in this Agreement or any of the Ancillary Agreements, neither Southwest nor Centuri shall be obligated to contribute any capital or pay any consideration in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Third Party from whom any such consent, substitution, approval, amendment or release is requested. To the extent such novation or assignment contemplated by the first sentence of this Section 2.6(b)(i) has been effected, the members of the Centuri Group shall, from and after the Separation Time, cease to have any obligation whatsoever arising from or in connection with such Southwest Liabilities. (ii) If Southwest or Centuri is unable to obtain, or to cause to be obtained, any such required consent, substitution, approval, amendment or release and the applicable member of the Centuri Group continues to be bound by such agreement, lease, license or other obligation or Liability (each, an “Unreleased Southwest Liability”), Southwest shall, to the extent not prohibited by Law, (x) use its commercially reasonable efforts to effect such consent, substitution, approval, amendment or release as soon as practicable following the Separation Time, but, in any event within six (6) months thereof, and (y) as indemnitor, guarantor, agent or subcontractor for such member of the Centuri Group, as the case may be, (1) pay, perform and discharge fully all the obligations or other Liabilities of such member of the Centuri Group that constitute Unreleased Southwest Liabilities from and after the Separation Time and (2) use its commercially reasonable efforts to effect such payment, performance or discharge prior to any demand for such payment, performance or discharge is permitted to be made by the obligee thereunder on any member of the Centuri Group. If and when any such consent, substitution, approva...
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Related to Assignment and Novation of Southwest Liabilities

  • Assumption of Liabilities and Obligations (a) At the Closing, ATS shall assume and agree to pay, discharge and perform the following obligations and liabilities of DBC (collectively, the "DBC Assumed Obligations"): (i) all of the obligations and liabilities of DBC under the DBC Assumable Agreements, and (ii) all obligations and liabilities of DBC with respect to the ownership and operation of the DBC Assets and the conduct of the DBC Business, on and after the Closing Date; provided, however, that notwithstanding the foregoing, ATS shall not assume and agree to pay, and shall not be obligated with respect to, the DBC Nonassumed Obligations. (b) ATS shall not assume or become obligated to perform any debt, liability or obligation of DBC relating to any of the following matters (collectively, the "DBC Nonassumed Obligations"): (i) the ownership or operation of the DBC Assets or the conduct of the DBC Business prior to the Closing Date, including without limitation Taxes, unfunded pension costs, any Employment Arrangement of DBC (including without limitation any obligation to any DBC Employee for severance benefits, vacation time or sick leave), and any of the following to the extent same arise from Events occurring prior to or existing on the Closing Date: products liability, Legal Actions or other Claims, and obligations and liabilities relating to Environmental Law; (ii) any obligations or liabilities under the DBC Assumable Agreements relating to the period prior to the Closing; (iii) any insurance policies of DBC; (iv) those required to be disclosed in the DBC Disclosure Schedule which are not so disclosed or which, if disclosed, Section 2.2(b)(iv) of the DBC Disclosure Schedule indicates that such obligation or liability will not be assumed; (v) any liability or obligation from or relating to breach of any warranty or any misrepresentation by DBC under this Agreement or any Collateral Document; (vi) any liability or obligation from or relating to breach or violation of, or failure to perform, any of DBC's obligations, covenants, agreements or undertakings set forth in this Agreement or any Collateral Document, including without limitation Article 5 of this Agreement; (vii) any obligation or liability relating to any asset of DBC not included in the DBC Assets. (viii) any obligation or liability with respect to capitalized lease obligations or Indebtedness for Money Borrowed; (ix) any Taxes, fees, expenses or other amounts required to be paid by DBC pursuant to the provisions of this Agreement or any Collateral Document; and (x) any Contract with any Affiliate of DBC, other than those, if any, set forth in Section 2(b)(x) of the DBC Disclosure Schedule. All DBC Nonassumed Obligations shall remain and be the obligations and liabilities solely of DBC. (c) Notwithstanding anything contained in this Agreement to the contrary, except as set forth in Section 2.2(c) of the DBC Disclosure Schedule, all items of income and expense (including without limitation with respect to rent, utility charges, Pro Ratable Taxes and wages, salaries and accrued but unused vacation of DBC employees) arising from the ownership or operation of the DBC Assets or the conduct of the DBC Business shall be prorated as of 12:01 a.m., Eastern time, on the Closing Date, with DBC entitled to and responsible for any such items on or prior to the Closing Date and ATS entitled to and responsible for any such items relating to any subsequent period. For these purposes, Pro Ratable Taxes attributable to a period that begins before and ends after the Closing Date shall be treated on a "closing of the books" basis as two partial periods, one ending at the close of the Closing Date and the other beginning on the day after the Closing Date, except that Pro Ratable Taxes (such as property Taxes) imposed on a periodic basis shall be allocated on a daily basis. If either party shall have received any such revenues or paid any such expenses or charges which, pursuant to the terms hereof, the other party is entitled to or responsible for, it shall furnish the other party with a detailed statement of any such items as soon as practicable after receipt or payment thereof. The parties shall use their best efforts to agree upon such items and other adjustments prior to the Closing Date and, in any event, except as set forth in Section 2.2(c) of the DBC Disclosure Schedule, within sixty (60) days thereafter. If the parties are unable within such period to agree upon such items and other adjustments, DBC and ATS shall, within the following ten (10) days, jointly designate a nationally known independent public accounting firm to be retained to review such items and other adjustments. The fees and other expenses of retaining such independent public accounting firm shall be borne equally by DBC and ATS. Such firm shall report its conclusions as to such items and other adjustments pursuant to this Section and such report shall be conclusive on all parties to this Agreement and not subject to dispute or review. Upon such agreement or determination by such independent accounting firm, DBC or ATS, as the case may be, shall promptly reimburse the other party for any income received or expenses paid by the other party and not previously reimbursed or any other adjustment required by this Section. Nothing contained in this Section 2.2(c) is intended or shall be deemed to amend or modify the indemnification provisions of Article 8 nor to reallocate responsibility for the matters set forth therein.

  • Assumption of Tariff Obligations Interconnection Customer agrees to abide by all rules and procedures pertaining to generation and transmission in the PJM Region, including but not limited to the rules and procedures concerning the dispatch of generation or scheduling transmission set forth in the Tariff, the Operating Agreement and the PJM Manuals.

  • Continuing Security Interest; Assignments under the Credit Agreement This Agreement shall create a continuing security interest in the Collateral and shall (a) remain in full force and effect until the latest of (i) the payment in full in cash of the Secured Obligations, (ii) the Termination Date and (iii) the termination or expiration of all Letters of Credit and all Secured Hedge Agreements, (b) be binding upon each Grantor, its successors and assigns and (c) inure, together with the rights and remedies of the Administrative Agent hereunder, to the benefit of the Secured Parties and their respective successors, transferees and assigns. Without limiting the generality of the foregoing clause (c), any Lender Party may assign or otherwise transfer all or any portion of its rights and obligations under the Credit Agreement (including, without limitation, all or any portion of its Commitments, the Advances owing to it and the Note or Notes, if any, held by it) to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender Party herein or otherwise, in each case as provided in Section 8.07 of the Credit Agreement.

  • Excluded Assets and Liabilities (a) Notwithstanding Section 1.2 above, the Purchased Assets shall not include the following assets (collectively, the “Excluded Assets”): (i) all unrestricted cash of Seller as of Closing; (ii) all accounts receivable of Seller for completed work as of Closing; (iii) Contracts, including Intellectual Property Agreements, that are not Assigned Contracts (the “Excluded Contracts”); (iv) all employee benefit plans and assets and liabilities attributable thereto; (v) the assets, properties and rights specifically excluded by Buyer as permitted by this Agreement; and (vi) the rights which accrue or will accrue to Seller under this Agreement and the Ancillary Documents. (b) Notwithstanding any provisions of this Agreement to the contrary, Buyer shall not assume and shall not be responsible to pay, perform or discharge any Liabilities of Seller or any of its Affiliates of any kind or nature whatsoever (the “Excluded Liabilities”) except liabilities relating solely to the conduct of the Business by Buyer after the Closing under the Assigned Contracts (the “Assumed Liabilities”). Seller shall, and shall cause each of its Affiliates to, pay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy, including (without limitation) all Pre-Closing Tax Period Liabilities. (c) After the Closing, Seller shall continue to discharge in a timely manner all of Seller’s Liabilities and obligations including, but not limited to, Liabilities and obligations disclosed in or pursuant to this Agreement.

  • Continuing Security Interest: Assignments under Credit Agreement This Agreement shall create a continuing security interest in the Collateral and shall (a) remain in full force and effect until the Obligations have been paid in full in accordance with the provisions of the Credit Agreement and the Commitments have expired or have been terminated, (b) be binding upon each Grantor, and their respective successors and assigns, and (c) inure to the benefit of, and be enforceable by, Agent, and its successors, transferees and assigns. Without limiting the generality of the foregoing clause (c), any Lender may, in accordance with the provisions of the Credit Agreement, assign or otherwise transfer all or any portion of its rights and obligations under the Credit Agreement to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender herein or otherwise. Upon payment in full of the Secured Obligations in accordance with the provisions of the Credit Agreement and the expiration or termination of the Commitments, the Security Interest granted hereby shall terminate and all rights to the Collateral shall revert to Grantors or any other Person entitled thereto. At such time, Agent will authorize the filing of appropriate termination statements to terminate such Security Interests. No transfer or renewal, extension, assignment, or termination of this Agreement or of the Credit Agreement, any other Loan Document, or any other instrument or document executed and delivered by any Grantor to Agent nor any additional Advances or other loans made by any Lender to Borrower, nor the taking of further security, nor the retaking or re-delivery of the Collateral to Grantors, or any of them, by Agent, nor any other act of the Lender Group or the Bank Product Providers, or any of them, shall release any Grantor from any obligation, except a release or discharge executed in writing by Agent in accordance with the provisions of the Credit Agreement. Agent shall not by any act, delay, omission or otherwise, be deemed to have waived any of its rights or remedies hereunder, unless such waiver is in writing and signed by Agent and then only to the extent therein set forth. A waiver by Agent of any right or remedy on any occasion shall not be construed as a bar to the exercise of any such right or remedy which Agent would otherwise have had on any other occasion.