Common use of Mixed Accounts Clause in Contracts

Mixed Accounts. Except as may otherwise be agreed by the Parties, the Parties shall not seek to assign any accounts receivable or accounts payable relating to both the SG Business and the Cowen Business (“Mixed Accounts”). SG and ▇▇▇▇▇ Inc. shall, and shall cause each of their respective Subsidiaries to, take such other reasonable and permissible actions to cause: (i) the Assets associated with that portion of each Mixed Account that relates to the SG Business to be enjoyed by SG or an SG Subsidiary; (ii) the Liabilities associated with that portion of each Mixed Account that relates to the SG Business to be borne by SG or an SG Subsidiary; (iii) the Assets associated with that portion of each Mixed Account that relates to the Cowen Business to be enjoyed by ▇▇▇▇▇ Inc. or a Cowen Subsidiary; and (iv) the Liabilities associated with that portion of each Mixed Account that relates to the Cowen Business to be borne by ▇▇▇▇▇ Inc. or a Cowen Subsidiary. If any Liability associated with the Mixed Accounts cannot be allocated as set forth in the preceding sentence, such Liability shall be allocated to SG and ▇▇▇▇▇ Inc. based on the on the relative proportions of total benefit received (over the life of the Mixed Account, measured as of the date of the allocation) under the relevant Mixed Account as mutually determined by SG and ▇▇▇▇▇ Inc. Notwithstanding the foregoing, each party shall be responsible for any or all Liabilities arising out of or resulting from its breach of the relevant Mixed Account by reason of any failure to properly perform its obligations thereunder.