Shared Contracts Clause Samples
The Shared Contracts clause establishes the terms under which multiple parties jointly enter into and are bound by a single contract. In practice, this clause outlines how responsibilities, rights, and obligations are distributed among the parties, and may specify procedures for decision-making, liability sharing, or dispute resolution. Its core function is to ensure clarity and coordination among all involved parties, reducing the risk of misunderstandings and facilitating effective collaboration under a unified agreement.
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Shared Contracts. (a) With respect to Shared Contractual Liabilities pursuant to, under or relating to a given Shared Contract, such Shared Contractual Liabilities shall be allocated, unless otherwise allocated pursuant to this Agreement or an Ancillary Agreement, between the Parties as follows:
(i) first, if a Liability is incurred exclusively in respect of a benefit received by one Party or its Group, the Party or Group receiving such benefit shall be responsible for such Liability;
(ii) second, if a Liability cannot be exclusively allocated to one Party or its Group under clause (i) above, such Liability shall be allocated among both Parties and their respective Groups based on the relative proportions of total benefit received (over the term of the Shared Contract, measured as of the date of allocation) under the relevant Shared Contract. Notwithstanding the foregoing, each Party and its Group shall be responsible for any or all Liabilities arising out of or resulting from such Party’s or Group’s breach of the relevant Shared Contract.
(b) Except as otherwise expressly contemplated in this Agreement or an Ancillary Agreement, if Dover or any member of the Dover Group, on the one hand, or Apergy or any member of the Apergy Group, on the other hand, receives any benefit or payment under any Shared Contract which was intended for the other Party or its Group, Dover, on the one hand, or Apergy, on the other hand, will use its respective commercially reasonable efforts, or will cause any member of its Group to use its commercially reasonable efforts, to deliver, transfer or otherwise afford such benefit or payment to the other Party.
(c) Notwithstanding anything to the contrary herein, the Parties have determined that it is advisable that certain Shared Contracts, or portions thereof, will be separated or assigned to a member of the Dover Group or Apergy Group, as applicable. The Parties shall use their commercially reasonable efforts to separate the Shared Contracts which are identified on Schedule 2.9(c)(i) into separate Contracts between the appropriate Third Party and either Apergy or a member of the Apergy Group or Dover or a member of the Dover Group. Dover or a member of the Dover Group will use commercially reasonable efforts to assign the rights and obligations, but only to the extent relating to the Apergy Business, under the Shared Contracts which are identified on Schedule 2.9(c)(ii) to Apergy or a member of the Apergy Group. The Parties agree to cooperate and pr...
Shared Contracts. (a) Except as set forth in Sections 2.05(b) and 2.05(c), except with respect to Patent License Agreements, which are governed solely by Section 2.06, and except with respect to Participation Agreements, which are governed solely by Section 2.07, the Parties shall, and shall cause the members of their respective Groups to, use their respective reasonable best efforts to work together (and, if necessary and desirable, until the earlier of three years after the Distribution Date and such time as the formal division, partial assignment, modification or replication of such Shared Contract to work with the third party to such Shared Contract) in an effort to divide, partially assign, modify or replicate (in whole or in part) the respective rights and obligations under and in respect of any Shared Contract, such that (a) a member of the Conduent Group is the beneficiary of the rights and is responsible for the obligations related to that portion of such Shared Contract relating to the BPO Business (the “Conduent Portion”), which rights shall be a Conduent Asset and which obligations shall be a Conduent Liability, and (b) a member of the Xerox Group is the beneficiary of the rights and is responsible for the obligations related to such Shared Contract not relating to the BPO Business (the “Xerox Portion”), which rights shall be a Xerox Asset and which obligations shall be a Xerox Liability. Nothing in this Agreement shall require the division, partial assignment, modification or replication of a Shared Contract unless and until any necessary Consents are obtained or made, as applicable. If the Parties, or their respective Group members, as applicable, are not able to enter into an arrangement to formally divide, partially assign, modify or replicate such Shared Contract prior to the Distribution as contemplated by the previous sentence, then the Parties shall, and shall cause their respective Group members to, cooperate in any reasonable and permissible arrangement to provide that, following the Distribution and until the earlier of three years after the Distribution Date and such time as the formal division, partial assignment, modification or replication of such Shared Contract as contemplated by the previous sentence is effected, a member of the Conduent Group shall receive the interest in the benefits and obligations of the Conduent Portion under such Shared Contract and a member of the Xerox Group shall receive the interest in the benefits and obligations of ...
Shared Contracts. The Parties shall, and shall cause the members of their respective Groups to, use their respective reasonable best efforts to work together (and, if necessary and desirable, to work with the third party to such Shared Contract) in an effort to divide, partially assign, modify and/or replicate (in whole or in part) the respective rights and obligations under and in respect of any Shared Contract, such that (a) a member of the BNED Group is the beneficiary of the rights and is responsible for the obligations related to that portion of such Shared Contract relating to the BNED Business (the “BNED Portion”), which rights shall be a BNED Asset and which obligations shall be a BNED Liability and (b) a member of the B&N Group is the beneficiary of the rights and is responsible for the obligations related to such Shared Contract not relating to the BNED Business (the “B&N Portion”), which rights shall be a B&N Asset and which obligations shall be a B&N Liability. If the Parties, or their respective Group members, as applicable, are not able to enter into an arrangement to formally divide, partially assign, modify and/or replicate such Shared Contract prior to the Distribution as contemplated by the previous sentence, then the Parties shall, and shall cause their respective Group members to, cooperate in any lawful arrangement to provide that, following the Distribution and until the earlier of five years after the Distribution Date and such time as the formal division, partial assignment, modification and/or replication of such Shared Contract as contemplated by the previous sentence is effected, a member of the BNED Group shall receive the interest in the benefits and obligations of the BNED Portion under such Shared Contract and a member of the B&N Group shall receive the interest in the benefits and obligations of the B&N Portion under such Shared Contract.
Shared Contracts. (i) Prior to the Closing, DevCo shall, and shall cause its Subsidiaries (including members of the DevCo Group) to, use their respective reasonable best efforts to obtain from, and to cooperate in obtaining from, and shall, and shall cause its Subsidiaries (including members of the DevCo Group) to enter into, with each third party to a Shared Contract, either (A) a separate contract or agreement in a form reasonably acceptable to DevCo and SpinCo (a “New SpinCo Contract”) that allocates the rights and obligations of DevCo and its Subsidiaries under each Shared Contract as between the DevCo Business, on the one hand, and the SpinCo Business, on the other hand, and which are otherwise substantially similar in all material respects to such Shared Contract or (B) a contract or agreement in a form reasonably acceptable to DevCo and SpinCo effective as of the Effective Time (the “Partial Assignments and Releases”) that (x) assigns the rights and obligations under such Shared Contract solely to the extent related to the SpinCo Business and arising after the Effective Time to the SpinCo Group and (y) releases the DevCo Group from all liabilities or obligations with respect to the SpinCo Business that arise after the Effective Time. Any New SpinCo Contracts that relate to the SpinCo Business (the “SpinCo Business Contracts”) shall be entered into by one or more members of the SpinCo Group effective as of the Effective Time and shall allocate to SpinCo or other member of the SpinCo Group all rights and obligations of DevCo and its Subsidiaries (other than members of the SpinCo Group) under the applicable Shared Contract being replaced to the extent such rights and obligations relate to the SpinCo Business and arise after the Effective Time. All purchase commitments under the Shared Contracts shall be allocated under the SpinCo Business Contracts or the Partial Assignments and Releases as between the DevCo Business, on the one hand, and the SpinCo Business, on the other hand, in an equitable manner that is mutually and reasonably agreed to by the DevCo Group and the SpinCo Group. In connection with the entering into of New SpinCo Contracts, the Parties shall use their reasonable best efforts to ensure that members of the DevCo Group are released by the third party with respect to all liabilities and obligations relating to the SpinCo Business and arising after the Effective Time.
(ii) In the event that any third party under a Shared Contract does not agree to enter in...
Shared Contracts. The parties agree as follows:
(a) At the written request of WhiteWave, ▇▇▇▇ Foods shall, and shall cause the other ▇▇▇▇ Foods Group Members to, to the extent not prohibited by the applicable ▇▇▇▇ Foods Shared Contract and applicable Law and except where the benefits or rights under such ▇▇▇▇ Foods Shared Contracts are specifically provided pursuant to an Ancillary Document, make available to applicable WhiteWave Group Members benefits and rights that are substantially equivalent to the benefits and rights enjoyed by the ▇▇▇▇ Foods Group under each ▇▇▇▇ Foods Shared Contract for which such request is made by WhiteWave, to the extent such benefits relate to the WhiteWave Business; provided, however, that the applicable WhiteWave Group Members shall assume and discharge (or promptly reimburse ▇▇▇▇ Foods for) the Liabilities under the relevant ▇▇▇▇ Foods Shared Contracts associated with the benefits and rights so made available to them.
(b) At the written request of ▇▇▇▇ Foods, WhiteWave shall, and shall cause the other WhiteWave Group Members to, to the extent not prohibited by the applicable WhiteWave Shared Contract and applicable Law and except where the benefits or rights under such WhiteWave Shared Contracts are specifically provided pursuant to an Ancillary Document, make available to ▇▇▇▇ Foods Group Members the benefits and rights under the WhiteWave Shared Contracts that are substantially equivalent to the benefits and rights enjoyed by the WhiteWave Group under each WhiteWave Shared Contract for which such request is made by ▇▇▇▇ Foods, to the extent such benefits relate to the ▇▇▇▇ Foods Business; provided, however, that the applicable ▇▇▇▇ Foods Group Members shall assume and discharge (or promptly reimburse WhiteWave for) the Liabilities under the relevant WhiteWave Shared Contracts associated with the benefits and rights so made available to them.
(c) The parties shall, and shall cause their respective Subsidiaries to, use their respective reasonable best efforts to work together (and, if necessary and desirable, to work with the third party to each Shared Contract) in an effort to divide, partially assign, modify and/or replicate (in whole or in part) the respective rights and obligations under and in respect of any Shared Contract, such that (i) a WhiteWave Group Member is the beneficiary of the rights and is responsible for the obligations related to that portion of such Shared Contract relating to the WhiteWave Business, which rights shall b...
Shared Contracts. Except as otherwise agreed by Seller and Buyer or as otherwise expressly provided in this Agreement or the Transaction Documents, until the expiration or termination date of the applicable Shared Contract (assuming, for these purposes, that the then-current term in effect as of immediately prior to the Closing is not renewed or extended), the Parties shall (and shall cause their respective Affiliates to), if any, use reasonable best efforts to obtain or structure an arrangement for Buyer to receive the rights and benefits, and bear the obligations and burdens, of the portion of such Shared Contract that Buyer and Seller determine is reasonably necessary for Buyer to continue operation of the Transferred Assets and satisfy the Assumed Liabilities from and after the Closing, the intent being for Buyer to be in (or as close as reasonably possible to) the same position as if Buyer were a direct party to such portion of such Shared Contract; provided that Seller and its Affiliates shall not be required to take any action that would, in the reasonable and good-faith judgment of Seller, constitute a breach or other contravention of the rights of any Person(s), be ineffective under, or contravene, applicable Law or any such Shared Contract or adversely affect the contractual rights of Seller or any of its Affiliates. With respect to any Liability pursuant to, under or relating to any Shared Contract, such Liability shall be allocated between Seller, on the one hand, and Buyer, on the other hand, as follows: (i) such Liability shall be allocated to Buyer (to the extent it would otherwise constitute an Assumed Liability) or Seller (to the extent it would otherwise constitute an Excluded Liability), and (ii) if a Liability cannot be so allocated under clause (i), such Liability shall be allocated to Seller or Buyer, as the case may be, based on the relative proportion of total benefit received by Buyer and Seller under the relevant Shared Contract (taking into account the extent to which such Liability would otherwise constitute an Assumed Liability or an Excluded Liability hereunder), as reasonably and in good faith determined by Buyer and Seller consistent with this Agreement. Notwithstanding the foregoing, each of Seller and Buyer shall be responsible for any or all Liabilities arising from its (or its Affiliates’) own Taxes (except to the extent otherwise expressly contemplated by this Agreement) or direct or indirect breach of any Shared Contract.
Shared Contracts. Navistar and the Company acknowledge that certain Contracts, which are identified on Schedule 8.11 (the “Shared Contracts”), are utilized by one or more Subject Companies and one or more members of the Navistar Group but are held by (and, following the Closing, will continue to be held by) the Navistar Group (excluding any Contracts relating to goods, products or services that are contemplated to be provided to the Company and its Subsidiaries under the Transition Services Agreement or the Supply Agreement and identified as such on Schedule 8.11). From the Closing Date until the fifth (5th) anniversary of the Closing Date, (a) the Parties shall cooperate with each other (i) in any reasonable and lawful arrangements designed to provide to the Subject Companies the benefits and Liabilities of use and ownership of such Shared Contract to the same extent that the Defense Businesses derived a benefit or incurred Liabilities therefrom as of the Closing Date (including with respect to the protection of the Navistar Group in the event of a breach of any Shared Contract by a Subject Company following the Closing), and/or (ii) to obtain any consents that are reasonably necessary to permit the Subject Companies to continue to derive the benefits from, and assume the obligations under, each Shared Contract on an independent basis following the Closing, (b) if such Shared Contract is with a third party, without the prior written consent of the Investor (not to be unreasonably withheld, conditioned or delayed), the Navistar Group shall not voluntarily terminate or amend, modify or supplement in any manner materially adverse to the applicable Subject Company (or that would have been materially adverse to the Defense Business had the Contemplated Transactions not occurred) and shall (and shall use commercially reasonable efforts to cause any counter-party to) renew such Shared Contract upon its expiration on substantially similar terms, (c) the Navistar Group shall continue to perform the obligations under any Shared Contract with a third party in the ordinary course of business consistent with past practice, (d) the Navistar Group shall give prompt written notice to the Company of any event, fact or circumstance that, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default of or breach under any such Shared Contract and (e) Investor and the Navistar Group shall reasonably cooperate to find a solution with respect to su...
Shared Contracts. The Parties will use their reasonable best efforts (and each Party shall cooperate with the other Party) to separate the Shared Contracts into separate Contracts effective as of the Distribution so that from and after the Distribution, Spinco will have the sole benefit and Liabilities with respect to each Shared Contract to the extent related to the Spinco Business and the Harbor Group will have the sole benefit and Liabilities with respect to each Shared Contract to the extent not related to the Spinco Business. Upon such separation of a Shared Contract, the separated Contract that is related to the Spinco Business will be a Spinco Asset and the other separated Contract will be an Excluded Asset. The obligations to separate any Shared Contracts set forth in this Section 2.5 will terminate on the date that is twenty-four (24) months following the Distribution Date. If any Shared Contract is not separated prior to the Distribution Date, then such Shared Contract shall be governed under Section 2.2, including the Parties agreeing to use reasonable best efforts (and each Party agreeing to cooperate with the other Party) to establish arrangements at no charge to Spinco under which the party which is a party to such Shared Contract will use reasonable best efforts to perform its obligations and exercise its rights thereunder to enable each Group to continue to receive the benefits and assume the obligations, in each case, that it received or assumed prior to the Distribution Date, until such Shared Contract expires in accordance with its terms. Harbor and Spinco shall share equally any and all third party fees and out-of-pocket expenses (including attorneys’ and other third party fees) that may be reasonably required in connection with obtaining, whether before or after the Distribution, any such separation of a Shared Contract. Harbor will use its reasonable best efforts to deliver a list of the Shared Contracts to Voyager as soon as practicable after the date hereof and in any event within thirty (30) days after the date hereof. No member of either Group will amend, renew, extend or otherwise modify any Shared Contract without the consent of the applicable member of the other Group to the extent such amendment, renewal, extension or modification would adversely affect or impose any material obligations on any member of such other Group.
Shared Contracts. Prior to or at the Closing, each Contract (other than those Contracts included in the Excluded Assets) with third-party suppliers or service providers to which Seller or one of its Affiliates (other than the Company and the Subsidiaries), on the one hand, and the Company or any Company Subsidiary, on the other hand, is a party and pursuant to which services or supplies are provided to both (A) Seller or one of its Affiliates (other than the Company and the Company Subsidiaries) and (B) the Company or any Company Subsidiary (each, a “Shared Contract”) shall be assigned in part, or appropriately amended, so that each party being provided supplies or services thereunder shall be entitled to the rights and benefits, and shall assume the related portion of any Liabilities, that relate to its businesses, in each case in accordance with the allocation of benefits and burdens set forth in Section 6.13 of the Seller Disclosure Schedule (the “Shared Contract Allocation”); provided, however, that, in no event shall any assignment or amendment be required with respect to any Shared Contract which is not assignable or cannot be amended by its terms (it being understood, however, that: (i) Seller and Purchaser shall use their respective commercially reasonable efforts to take, or cause to be taken, all actions and use their respective commercially reasonable efforts to do, or cause to have been done, and assisted and cooperated with the other party in doing, all things reasonably necessary, proper or advisable to have obtained such assignment or amendment of any such Shared Contract, and (ii) following the Closing, with respect to any Shared Contract which has not been so assigned or amended, Seller and Purchaser shall, if and to the extent consistent with contractual obligations and applicable legal and fiduciary obligations under applicable Law, use their respective reasonable best efforts to cooperate in a mutually agreeable arrangement under which Seller and its Affiliates, on the one hand, and the Company and the Company Subsidiaries, on the other hand, would, in compliance with applicable Law, obtain the benefits and assume the obligations and bear the economic burdens set forth pursuant to the Shared Contract Allocation.
Shared Contracts. The Parties acknowledge that the Shared Contracts relate to both the Business and the Retained Business. Following the Closing, the Parties desire for themselves and for the benefit of Sellers and Buyer, respectively, to have and obtain the rights and benefits under each Shared Contract to the extent related to the continuing business of Sellers and Buyer. Promptly after the date hereof, the Parties agree to cooperate together to provide Sellers and Buyer (and/or one or more of its designated Subsidiaries) with their applicable rights and benefits under each Shared Contract by assisting the respective Sellers and/or Buyer (and/or one or more of its designated Subsidiaries) in entering into a new Contract or Contracts with the applicable third party on substantially similar terms (a “Separated Contract”). If any Shared Contract cannot be separated into a Separated Contract at Closing, Seller Parent and Buyer shall, and shall cause each of their respective Affiliates to, use their commercially reasonable efforts to cause, for the period after the Closing until such Shared Contract is separated into a Separated Contract or such Shared Contract expires pursuant to its terms: (a) the rights and benefits under each Shared Contract to the extent relating to the Business to be enjoyed by Buyer (and/or one or more of its designated Subsidiaries); (b) the Liabilities under each Shared Contract to the extent relating to the Business to be borne by Buyer (and/or one or more of its designated Subsidiaries); (c) the rights and benefits under each Shared Contract to the extent relating to the Retained Business to be enjoyed by Seller Parent; and (d) the Liabilities under each Shared Contract to the extent relating to the Retained Business to be borne by Seller Parent.