Common use of Joint Contracts Clause in Contracts

Joint Contracts. With respect to any contract, agreement, purchase order or other arrangement relating in part to the Cyclone Subsea Business or the Storm Subsea Business and in part to Non-Transferred Cyclone Businesses or Non-Transferred Storm Businesses (the “Joint Contracts”), which would otherwise be transferred hereby that Cyclone, Storm or their respective Affiliates are unable to modify prior to the Closing Date without materially affecting the economic value to Cyclone, Storm, the Venture Entities or one or more of their respective Affiliates so that the portion thereof pertaining to the Cyclone Subsea Business or the Storm Subsea Business was segregated, the transferring party, if permitted by the terms of the Joint Contract, shall continue such Joint Contract in effect until its stated expiration without regard to any available renewal options. The benefits and obligations under such Joint Contract to the extent relating to the Cyclone Subsea Business or the Storm Subsea Business, as applicable, shall be for the account of the applicable Venture Entity, and the remaining benefits and obligations shall be retained by the transferring entity. Each of Cyclone, Storm, the Venture Entities and their respective Affiliates that are parties to any Joint Contract shall perform its respective obligations thereunder so as not to create a default. Neither the transferring party nor the transferee party under a Joint Contract will be obligated to extend credit to the other party. Each party will indemnify, defend and hold harmless the other party from the consequences of any default by it (or its Affiliates) under any Joint Contract. Unless both parties desire to maintain the same Joint Contract, the parties shall cooperate with one another after the Closing to obtain separate contracts for the transferor or transferee on the most advantageous terms to each that may be available.

Joint Contracts. With respect to any contract, agreement, purchase order or other arrangement relating in part to the Cyclone Cameron Subsea Business or the Storm Schlumberger Subsea Business and in part to Non-Transferred Cyclone Cameron Businesses or Non-Transferred Storm Schlumberger Businesses (the “Joint Contracts”), which would otherwise be transferred hereby that CycloneCameron, Storm Schlumberger or their respective Affiliates are unable to modify prior to the Closing Date without materially affecting the economic value to CycloneCameron, StormSchlumberger, the Venture Entities or one or more of their respective Affiliates so that the portion thereof pertaining to the Cyclone Cameron Subsea Business or the Storm Schlumberger Subsea Business was segregated, the transferring party, if permitted by the terms of the Joint Contract, shall continue such Joint Contract in effect until its stated expiration without regard to any available renewal options. The benefits and obligations under such Joint Contract to the extent relating to the Cyclone Cameron Subsea Business or the Storm Schlumberger Subsea Business, as applicable, shall be for the account of the applicable Venture Entity, and the remaining benefits and obligations shall be retained by the transferring entity. Each of CycloneCameron, StormSchlumberger, the Venture Entities and their respective Affiliates that are parties to any Joint Contract shall perform its respective obligations thereunder so as not to create a default. Neither the transferring party nor the transferee party under a Joint Contract will be obligated to extend credit to the other party. Each party will indemnify, defend and hold harmless the other party from the consequences of any default by it (or its Affiliates) under any Joint Contract. Unless both parties desire to maintain the same Joint Contract, the parties shall cooperate with one another after the Closing to obtain separate contracts for the transferor or transferee on the most advantageous terms to each that may be available.