Common use of Relevant Contracts Clause in Contracts

Relevant Contracts. (a) With respect to each Relevant Contract that can be assigned by ARD Holdings or another member of the ARD Holdings Group to a member of the Listco Group (as designated by Listco) without the prior consent of, or notice to, any unrelated Person, ARD Holdings will, or will cause the applicable member of the ARD Holdings Group to, assign such Relevant Contract to such member of the Listco Group, and such member will accept such Relevant Contract and assume all of the rights and obligations of the assigning Person thereunder; provided that no member of the Listco Group or the ARD Holdings Group shall be obligated to pay any consideration in respect of such assignment to any member of the other Group. (b) With respect to each Relevant Contract that cannot be assigned by ARD Holdings or another member of the ARD Holdings Group to a member of the Listco Group without the prior consent of, or notice to, any unrelated Person, ARD Holdings and Listco will cooperate with each other to put in place such arrangements as are necessary to (i) provide the applicable member of the Listco Group (as designated by Listco), to the fullest extent practicable, with the claims, rights and benefits enjoyed by the applicable member of the ARD Holdings Group under such Relevant Contract, and (ii) to cause such member of the Listco Group to assume all Liabilities arising under such Relevant Contract from and after the Closing Date, in each case, as if each Relevant Contract had been assigned to such member of the Listco Group as of such date. No member of the Listco Group or the ARD Holdings Group shall be obligated to pay any consideration in respect of the arrangements described in this Section 2.01(b) or Section 2.01(c) to any member of the other Group. (c) In furtherance of the foregoing, (i) the applicable member of the Listco Group shall be treated as the owner of each Relevant Contract described in Section 2.01(b) for Tax purposes as of the Closing Date, (ii) ARD Holdings shall accept (or cause the applicable member of the ARD Holdings Group to accept) such reasonable direction as the applicable member of the Listco Group requests with respect to each such Relevant Contract, including to enforce at such member’s request, or allow such member to enforce, in a commercially reasonable manner, any rights of the applicable member of the ARD Holdings Group under each such Relevant Contract against the other party or parties thereto; provided that the costs and expenses incurred by any member of the ARD Holdings Group at such member’s request shall be borne solely by Listco or the applicable member of the Listco Group, (iii) ARD Holdings shall, and shall cause each member of the ARD Holdings Group to, without further consideration therefor, pay and remit to the applicable member of the Listco Group promptly all monies, rights and other consideration received by any of them under each such Relevant Contract from and after the Closing Date, and (iv) Listco shall cause the applicable member of the Listco Group to pay, perform and discharge fully promptly when due, all of the obligations of ARD Holdings or the applicable member of the ARD Holdings Group under each such Relevant Contract required to be performed from and after the Closing Date, and such member of the Listco Group shall be responsible for all Liabilities related thereto arising or required to be performed and discharged from and after the Closing Date. (d) Notwithstanding anything to the contrary in this Section 2.01, no member of the Listco Group or the ARD Holdings Group shall be required to take any action that would, in the good faith judgment of Listco or ARD Holdings, respectively, reasonably be expected to (i) result in a violation of any obligation that any member of its Group has to any third party or (ii) violate applicable Law.