Common use of Acquisitions and Divestitures Clause in Contracts

Acquisitions and Divestitures. The Parties recognize that during the course of the Non-Competition Period each of them may engage in acquisition and divestiture transactions. The Parties further recognize that the restrictions set forth in the other paragraphs of this Section 5.4 (together with this Section 5.4(g), collectively, the “Business Restrictions”) have been structured in the context of the anticipated businesses of the Navient Group and the SLM BankCo Group, and may have uncertain application to acquisitions and divestures of companies, businesses and assets. It is the intent of the Parties that the Business Restrictions should apply, for the remainder of the Non-Competition Period, to any companies, business lines or assets that are divested to third parties that close during the period beginning at the Effective Time and ending on May 1, 2017 (the “M&A Out Date”), but should no longer apply to any such divestitures that close after the M&A Out Date. The Parties further intend that the Business Restrictions should apply throughout the Non-Competition Period to any acquisitions of companies, business lines or assets by the Parties. Based on the foregoing, the Parties agree as follows: