Common use of Shared Contracts Clause in Contracts

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. The Parties shall, and shall cause the members of their respective Groups (a) With respect to Shared Contractual Liabilities pursuant to, use their respective reasonable best efforts under or relating 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 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 (a) it is advisable that certain Shared Contracts, or portions thereof, will be separated or assigned to a member of the BNED Dover Group is or Apergy Group, as applicable. The Parties shall use their commercially reasonable efforts to separate the beneficiary of Shared Contracts which are identified on Schedule 2.9(c)(i) into separate Contracts between the rights appropriate Third Party 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) either Apergy or a member of the B&N Apergy 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, Dover or a member of the BNED Group shall receive the interest in the benefits and obligations of the BNED Portion under such Shared Contract and Dover Group. Dover or a member of the B&N Dover Group shall receive will use commercially reasonable efforts to assign the interest in rights and obligations, but only to the benefits and obligations 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 B&N Portion under Apergy Group. The Parties agree to cooperate and provide reasonable assistance prior to the Effective Time and for a period of six months following the Effective Time (with no obligation on the part of either Party to pay any costs or fees with respect to such assistance) in effecting the separation or assignment of such Shared ContractContracts as described above.

Shared Contracts. The (a) Except as otherwise agreed by Sellers and Buyer or as otherwise expressly provided in this Agreement or the Ancillary Agreements (including with respect to any Contract identified by Buyer and Sellers as reasonably necessary for Buyer to continue operation of the Business upon termination of any service provided under the Transition Services Agreement), 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, shall (and shall cause their Affiliates to) use commercially reasonable efforts to obtain or structure an arrangement for Buyer to receive the members rights and benefits, and bear the obligations and burdens, of the portion of such Shared Contract that relates to and is allocated to the Business, as reasonably agreed by the Parties, and is reasonably necessary for Buyer to continue operation of the Business upon termination of any service provided under the Transition Services Agreement, in each case, as reasonably agreed by the Parties; provided, that Sellers and their respective Affiliates shall not be required to take any action that would, in the good-faith judgment of Sellers, 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 Sellers or any of their respective Groups Affiliates. Buyer shall indemnify and hold harmless Sellers and their respective Affiliates for and against all Liabilities (including Tax Liabilities) arising out of or relating to each such arrangement. With respect to any Liability pursuant to, use their respective reasonable best efforts under or relating 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 Liability shall be allocated between the applicable Seller, on the one hand, and Buyer, on the other hand, as follows: (ai) if a member Liability is incurred solely in respect of the BNED Group is Business or the beneficiary other businesses of such Seller, such Liability shall be allocated to Buyer (to the extent it would otherwise constitute an Assumed Liability) or such 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 such applicable Seller or Buyer, as the case may be, based on the relative proportion of total benefit received by the Business (taking into account the extent to which such Liability would otherwise constitute an Assumed Liability or an Excluded Liability hereunder) and the other businesses of such Seller under the relevant Shared Contract, as reasonably determined by the Parties consistent with this Agreement. Notwithstanding the foregoing, each of Sellers and Buyer shall be responsible for any or all Liabilities arising from its (or its Affiliates’) direct or indirect breach of any Shared Contract; provided, that neither Party shall be responsible for any Liabilities that arise from taking any action at the request of the rights and is responsible for the obligations related to that portion other Party even if such action constitutes a direct or indirect breach of such any 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 Contract. (b) a member Nothing in this Section 6.13 shall be construed so as to require any 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, Parties or their respective Group membersAffiliates to pay money to any Third Party, as applicablecommence any litigation or offer or grant any accommodation (financial or otherwise) to any Third Party in connection with the separation or transfer of, are not able to enter into an arrangement to formally divideor otherwise in respect of, partially assignany Shared Contract. For the avoidance of doubt, modify and/or replicate such Shared Contract prior to the Distribution as contemplated by the previous sentence, then the Parties shall, and neither Sellers nor Buyer shall cause their respective Group members to, cooperate in any lawful arrangement be required to provide that, following credit support for 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 other Party in respect of such Shared Contract as contemplated by the previous sentence is effected, other Party’s portion of 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. The Parties shall, and shall cause the members of their respective Groups (a) With respect to Shared Contractual Liabilities pursuant to, use their respective reasonable best efforts under or relating 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 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 ▇▇▇▇▇▇▇ or any member of the ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇, 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 (a) it is advisable that certain Shared Contracts, or portions thereof, will be separated or assigned to a member of the BNED Dover Group is or ▇▇▇▇▇▇▇ Group, as applicable. The Parties shall use their commercially reasonable efforts to separate the beneficiary of Shared Contracts which are identified on Schedule 2.9(c)(i) into separate Contracts between the rights appropriate Third Party 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) either ▇▇▇▇▇▇▇ or 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, Dover or a member of the BNED Group shall receive the interest in the benefits and obligations of the BNED Portion under such Shared Contract and Dover Group. Dover or a member of the B&N Dover Group shall receive will use commercially reasonable efforts to assign the interest in rights and obligations, but only to the benefits and obligations extent relating to the ▇▇▇▇▇▇▇ Business, under the Shared Contracts which are identified on Schedule 2.9(c)(ii) to ▇▇▇▇▇▇▇ or a member of the B&N Portion under ▇▇▇▇▇▇▇ Group. The Parties agree to cooperate and provide reasonable assistance prior to the Effective Time and for a period of six (6) months following the Effective Time (with no obligation on the part of either Party to pay any costs or fees with respect to such assistance) in effecting the separation or assignment of such Shared ContractContracts as described above.

Shared Contracts. The (a) Except as set forth on Schedule XIII, 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 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 SpinCo 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 SpinCo Business (the “BNED SpinCo Portion”), which rights shall be a BNED SpinCo Asset and which obligations shall be a BNED Liability SpinCo Liability, and (b) a member of the B&N Honeywell Group is the beneficiary of the rights and is responsible for the obligations related to such Shared Contract not relating to the BNED SpinCo Business (the “B&N Honeywell Portion”), which rights shall be a B&N Honeywell Asset and which obligations shall be a B&N Honeywell 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 and/or 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 reasonable and permissible arrangement to provide that, following the Distribution and until the earlier of five years one year after the Distribution Date and such time as the formal division, partial assignment, modification and/or or replication of such Shared Contract as contemplated by the previous sentence is effected, a member of the BNED SpinCo Group shall receive the interest in the benefits and obligations of the BNED SpinCo Portion under such Shared Contract and a member of the B&N Honeywell Group shall receive the interest in the benefits and obligations of the B&N Honeywell Portion under such Shared Contract, it being understood that no Party shall have Liability to the other Party for the failure of any third party to perform its obligations under any such Shared Contract. (b) Nothing in this Section 2.05 shall require either Party or any member of their respective Groups to contribute capital, pay or grant any consideration or concession in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person (other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be reimbursed by the Party or the member of the Party’s Group entitled to such Asset or intended to assume such Liability, as applicable, as promptly as reasonably practicable). For avoidance of doubt, reasonable out-of-pocket expenses, and recording or similar fees shall not include any purchase price, license fee or other payment or compensation for the procurement of any asset secured to replace an Asset in the course of a Party’s obligation under Section 2.05(a).

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 NBI is the beneficiary of the rights and is responsible for the obligations related to that portion of such Shared Contract relating to the BNED NBI Business (the “BNED NBI Portion”), which rights shall be a BNED NBI Asset and which obligations shall be a BNED NBI Liability and (b) a member of the B&N Neurotrope Group is the beneficiary of the rights and is responsible for the obligations related to such Shared Contract not relating to the BNED NBI Business (the “B&N Neurotrope Portion”), which rights shall be a B&N Neurotrope Asset and which obligations shall be a B&N Neurotrope 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, NBI shall receive the interest in the benefits and obligations of the NBI Portion under such Shared Contract and a member of the BNED Neurotrope 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 Neurotrope Portion under such Shared Contract.

Shared Contracts. The (a) Except as set forth on Schedule VIII, 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 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 SpinCo 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 SpinCo Business (the “BNED SpinCo Portion”), which rights shall be a BNED SpinCo Asset and which obligations shall be a BNED Liability SpinCo Liability, and (b) a member of the B&N Nuance Group is the beneficiary of the rights and is responsible for the obligations related to such Shared Contract not relating to the BNED SpinCo Business (the “B&N Nuance Portion”), which rights shall be a B&N Nuance Asset and which obligations shall be a B&N Nuance 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 and/or 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 reasonable and permissible 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 effectedDistribution, a member of the BNED SpinCo Group shall receive the interest in the benefits and obligations of the BNED SpinCo Portion under such Shared Contract and a member of the B&N Nuance Group shall receive the interest in the benefits and obligations of the B&N Nuance Portion under such Shared Contract, it being understood that no Party shall have Liability to the other Party for the failure of any third party to perform its obligations under any such Shared Contract. (b) Nothing in this Section 2.05 shall require either Party or any member of each of their respective Groups to contribute capital, pay or grant any consideration or concession in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person (other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be reimbursed by the Party or the member of the Party’s Group entitled to such Asset or intended to assume such Liability, as applicable, as promptly as reasonably practicable). For the avoidance of doubt, reasonable out-of-pocket expenses, and recording or similar fees shall not include any purchase price, license fee, or other payment or compensation for the procurement of any asset secured to replace an Asset in the course of a Party’s obligation under Section 2.05(a).

Shared Contracts. (a) The Parties intend that all Contracts that would be deemed Shared Contracts as of the Effective Time, or portions thereof, will have been separated or assigned to a member of the Holcim Group or the SpinCo Group, as applicable, prior to the Distribution. To the extent not completed prior to the Distribution, the Parties shall, following the Distribution, use their commercially reasonable efforts to separate any Shared Contracts into separate Contracts between the appropriate Third Party and either (i) SpinCo or a member of the SpinCo Group or (ii) Holcim or a member of the Holcim Group, including, but not limited to, by: (x) entering into new Contracts, (y) assigning (in whole or in part) existing Shared Contracts and (z) cooperating to obtain any Consents or Governmental Approvals to the extent required to effectuate the foregoing. (b) Notwithstanding anything in this Agreement to the contrary, in the event any Shared Contract is unable to be separated in accordance with Section 2.8(a), the Parties shall, and/or shall cause the applicable members of its Group party to such Shared Contract to, use commercially reasonable efforts to: (i) seek mutually acceptable alternative arrangements for purposes of allocating rights and Liabilities and obligations under such Shared Contract in accordance with the relative proportions of total benefit to be received over the remaining term of the Shared Contract as of the Effective Time (provided that such arrangements shall not result in a breach or violation of such Shared Contract) and (ii) enforce for the benefit of the other Party (or the applicable member of the other Party’s Group) any and all rights under such Shared Contract related to such other Party’s Business, with such other Party bearing the reasonable and documented out-of-pocket costs and expenses of such enforcement to the extent related to the rights being enforced for the benefit of such other Party, provided that Party (or relevant member of its Group) retaining any Shared Contract shall be indemnified for all Indemnifiable Losses or other Liabilities arising out of any actions (or omissions to act) of such retaining Party taken at the direction of the other Party (or relevant member of its Group) in connection with and relating to such Shared Contract, as the case may be (other than in the event of its gross negligence, fraud or willful misconduct). (c) Each of Holcim and SpinCo shall, and shall cause the members of their respective Groups Group to, use (i) treat for all Tax purposes the portion of each Shared Contract inuring to their respective reasonable best efforts to work together (andBusiness as an Asset owned by, 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 membersof, as applicable, are such Party, or the members of such Party’s Group, as applicable, not able to enter into an arrangement to formally divide, partially assign, modify and/or replicate such Shared Contract prior to later than the Distribution as contemplated by the previous sentence, then the Parties shallDistribution, and shall cause their respective Group members to, cooperate in (ii) neither report nor take any lawful arrangement to provide that, following the Distribution and until the earlier Tax position (on a Tax Return or otherwise) inconsistent with such treatment (unless required by applicable Law or a good faith resolution 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 ContractTax Contest).

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 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 Kenvue 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 Kenvue Business (the “BNED Kenvue Portion”), which rights shall be a BNED Kenvue Asset and which obligations shall be a BNED Liability Kenvue Liability, and (b) a member of the B&N J&J Group is the beneficiary of the rights and is responsible for the obligations related to such Shared Contract not relating to the BNED Kenvue Business (the “B&N J&J Portion”), which rights shall be a B&N J&J Asset and which obligations shall be a B&N J&J 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 or replicate such Shared Contract on or prior to the Distribution Separation Date as contemplated by the previous sentence, then the Parties shall, and shall cause their respective Group members to, reasonably cooperate in any lawful arrangement to provide that, following the Distribution Separation Closing and until the earlier of five years after the Distribution Separation Date and such time as the formal division, partial assignment, modification and/or or replication of such Shared Contract as contemplated by the previous sentence is effected, a member of the BNED Kenvue Group shall receive the interest in the benefits and obligations of the BNED Kenvue Portion under such Shared Contract and a member of the B&N J&J Group shall receive the interest in the benefits and obligations of the B&N J&J Portion under such Shared Contract; provided, that if, following such five-year period, any such Shared Contract remains in effect and the formal division, partial assignment, modification or replication of such Shared Contract as contemplated by the previous sentence has not yet been effected, the Parties shall discuss in good faith extending any such lawful arrangement then in place. Nothing in this Section 2.04 shall require (x) the division, partial assignment, modification or replication of a Shared Contract unless and until any necessary Consents are obtained or made, as applicable, or (y) unless otherwise agreed by the Parties, either Party or any member of their respective Groups to pay or grant any consideration or concession in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person (other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which, if incurred following the Separation Closing, shall be borne by Kenvue (and Kenvue shall promptly reimburse members of the J&J Group upon request for any such expenses or fees incurred thereby)).

Shared Contracts. The Parties parties agree as follows: (a) At the written request of WhiteWave, ▇▇▇▇ Foods shall, and shall cause the members 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 Groups Subsidiaries to, use their respective reasonable best efforts to work together (and, if necessary and desirable, to work with the third party to such 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 (ai) a member of the BNED 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 BNED Business (the “BNED Portion”)WhiteWave Business, which rights shall be a BNED WhiteWave Asset and which obligations shall be a BNED Liability WhiteWave Liability, and (bii) a member of the B&N ▇▇▇▇ Foods Group Member 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”)▇▇▇▇ Foods Business, which rights shall be a B&N ▇▇▇▇ Foods Asset and which obligations shall be a B&N ▇▇▇▇ Foods 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. The Parties shall, and shall cause the members of their respective Groups to, will use their respective 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 work together (andperform its obligations and exercise its rights thereunder to enable each Group to continue to receive the benefits and assume the obligations, if necessary and desirablein each case, to work with the third party to such Shared Contract) in an effort to divide, partially assign, modify and/or replicate (in whole that it received 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 assumed prior to the Distribution as contemplated by the previous sentenceDate, 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 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 contemplated by soon as practicable after the previous sentence is effecteddate hereof and in any event within thirty (30) days after the date hereof. No member of either Group will amend, a renew, extend or otherwise modify any Shared Contract without the consent of the applicable member of the BNED other Group shall receive to the interest in the benefits and extent such amendment, renewal, extension or modification would adversely affect or impose any material obligations of the BNED Portion under such Shared Contract and a on any member of the B&N Group shall receive the interest in the benefits and obligations of the B&N Portion under such Shared Contractother Group.

Shared Contracts. The (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 and/or 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 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 BNED BPO Business (the “BNED Conduent Portion”), which rights shall be a BNED Conduent Asset and which obligations shall be a BNED Liability Conduent Liability, and (b) a member of the B&N Xerox Group is the beneficiary of the rights and is responsible for the obligations related to such Shared Contract not relating to the BNED BPO Business (the “B&N Xerox Portion”), which rights shall be a B&N Xerox Asset and which obligations shall be a B&N 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 and/or 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 reasonable and permissible arrangement to provide that, following the Distribution and until the earlier of five three years after the Distribution Date and such time as the formal division, partial assignment, modification and/or or replication of such Shared Contract as contemplated by the previous sentence is effected, a member of the BNED Conduent Group shall receive the interest in the benefits and obligations of the BNED Conduent Portion under such Shared Contract and a member of the B&N Xerox Group shall receive the interest in the benefits and obligations of the B&N Xerox Portion under such Shared Contract. This Section 2.05(a) shall not apply to any Xerox Shared Customer Contract or Conduent Shared Customer Contract, which are subject to Sections 2.05(b) and 2.05(c), respectively. (b) With respect to each Xerox Shared Customer Contract, each of 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 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 Xerox Shared Customer 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 Xerox Shared Customer Contract, such that (a) a member of the Conduent Group is the beneficiary of the rights and is responsible for the obligations related to the Conduent Portion of such Xerox Shared Customer Contract, which rights shall be a Conduent Asset and which obligations shall be a Conduent Liability, and (b) a member of the Xerox Group is a the beneficiary of the rights and is responsible for the obligations related to the Xerox Portion of such Xerox Shared Customer Contract, 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 Xerox Shared Customer 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 Xerox Shared Customer Contract prior to the Distribution, then, unless the Parties otherwise agree, the Parties shall, and shall cause their respective Group members to, until the earlier of three years after the Distribution Date and such time as the formal subcontracting of the Embedded Conduent Portion of such Xerox Shared Customer Contract as contemplated by the following sentence is effected: (1) use their respective reasonable best efforts to obtain the Consent of or make the Consent to the third party to such Xerox Shared Customer Contract to the subcontracting of the portion of such Xerox Shared Customer Contract relating to the BPO Business (such services, the “Embedded Conduent Portion”) to Conduent or a member of the Conduent Group and Conduent shall, and shall cause the members of its Group to, cooperate and use reasonable best efforts to assist Xerox and the members of its Group in obtaining such Consents and (2) cooperate in any reasonable and permissible arrangement to provide that a member of the Conduent Group shall receive the interest in the benefits and obligations of the Embedded Conduent Portion under such Xerox Shared Customer Contract. With respect to each Xerox Shared Customer Contract, if all required Consents are obtained, then the Parties shall, or shall cause the applicable members of their respective Groups to, enter into subcontracting arrangements on commercially reasonable terms mutually acceptable to both Parties pursuant to which the Embedded Conduent Portion with respect to such Xerox Shared Customer Contract shall be provided by Conduent or a member of the Conduent Group. Nothing in this Agreement shall require entering into a subcontracting arrangement with respect to a Xerox Shared Customer Contract unless and until any necessary Consents are obtained or made, as applicable. (c) With respect to each Conduent Shared Customer Contract, each of 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 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 Conduent Shared Customer 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 Conduent Shared Customer Contract, such that (a) a member of the Xerox Group is the beneficiary of the rights and is responsible for the obligations related to the Xerox Portion of such Conduent Shared Customer Contract, which rights shall be a Xerox Asset and which obligations shall be a Xerox Liability, and (b) a member of the Conduent Group is a the beneficiary of the rights and is responsible for the obligations related to the Conduent Portion of such Conduent Shared Customer Contract, which rights shall be a Conduent Asset and which obligations shall be a Conduent Liability. Nothing in this Agreement shall require the division, partial assignment, modification or replication of a Conduent Shared Customer 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 Conduent Shared Customer Contract prior to the Distribution, then, unless the Parties otherwise agree, the Parties shall, and shall cause their respective Group members to, until the earlier of three years after the Distribution Date and such time as the formal subcontracting of the Embedded Xerox Portion of such Conduent Shared Customer Contract as contemplated by the following sentence is effected: (1) use their respective reasonable best efforts to obtain the Consent of or make the Consent to the third party to such Conduent Shared Customer Contract to the subcontracting of the portion of such Conduent Shared Customer Contract relating to the BPO Business (such services, the “Embedded Xerox Portion”) to Xerox or a member of the Xerox Group and Xerox shall, and shall cause the members of its Group to, cooperate and use reasonable best efforts to assist Conduent and the members of its Group in obtaining such Consents and (2) cooperate in any reasonable and permissible arrangement to provide that a member of the Xerox Group shall receive the interest in the benefits and obligations of the Embedded Xerox Portion under such Conduent Shared Customer Contract. With respect to each Conduent Shared Customer Contract, if all required Consents are obtained, then the Parties shall, or shall cause the applicable members of their respective Groups to, enter into subcontracting arrangements on commercially reasonable terms mutually acceptable to both Parties pursuant to which the Embedded Xerox Portion with respect to such Conduent Shared Customer Contract shall be provided by Xerox or a member of the Xerox Group. Nothing in this Agreement shall require entering into a subcontracting arrangement with respect to a Conduent Shared Customer Contract unless and until any necessary Consents are obtained or made, as applicable. (d) Nothing in this Section 2.05 shall require either Party nor any member of their respective Groups to contribute capital, pay or grant any consideration or concession in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person (other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be reimbursed by the Party or the member of the Party’s Group entitled to such Asset or intended to assume such Liability, as applicable, as promptly as reasonably practicable). For avoidance of doubt, reasonable out-of-pocket expenses, and recording or similar fees shall not include any purchase price, license fee or other payment or compensation for the procurement of any asset secured to replace an Asset in the course of a Party’s obligation under Section 2.05(a), Section 2.05(b) or Section 2.05(c).

Shared Contracts. The (i) Each of Remainco and FOX shall, and shall cause their respective Subsidiaries to, after the Distribution, use their respective commercially reasonable efforts to obtain from, to cooperate in obtaining from, and enter into with each third party to a Shared Contract (or, with respect to clause (y) below, if consent of the applicable third party is not required, Remainco and FOX shall, or shall cause their respective Subsidiaries to, enter into), either (x) separate Contracts in a form reasonably acceptable to Remainco and FOX (each a “New Contract”) that allocate the rights and obligations of Remainco and its Subsidiaries under each such Shared Contract as between the FOX Business, on the one hand, and the Remainco Business, on the other hand, solely to the extent such rights and obligations relate to the FOX Business or Remainco Business, as applicable, and with the terms of such New Contracts otherwise substantially similar in all material respects to such Shared Contract, or (y) a Contract in a form reasonably acceptable to FOX and Remainco (the “Partial Assignment”) that assigns the rights and obligations under such Shared Contract solely related to the FOX Business to FOX and its applicable Subsidiaries or assigns the rights and obligations under such Shared Contract solely related to the Remainco Business to Remainco and its applicable Subsidiaries, as applicable, and in each case causing each such Party to assume any Liabilities under such Shared Contract related to such assigned rights and obligations, such that the Party or its applicable Subsidiary that remains a party to any Shared Contract shall only be entitled to the rights and obligations or responsible for any Liabilities and obligations related to the business and Assets of such Party. (ii) In the event that any third party under a Shared Contract does not agree to enter into a New Contract or Partial Assignment (unless its consent is not required with respect to a Partial Assignment) consistent with this Section 2.02(f): (1) the Parties shall use commercially reasonable efforts to seek, in consultation with Disney, mutually acceptable alternative arrangements for purposes of allocating rights and liabilities and obligations under such Shared Contract (provided that such arrangements shall not result in a breach or violation of such Shared Contract) (an “Acceptable Alternative Arrangement”). Such Acceptable Alternative Arrangements may include a subcontracting, sublicensing or subleasing arrangement under which Remainco or FOX, as applicable, and their applicable Subsidiaries would, in compliance with Law, obtain the benefits under, and assume the obligations and bear the economic burdens associated with, such Shared Contract solely to the extent related to their respective business (or applicable portion thereof) or under which Remainco or FOX, as applicable, would, upon the request of the other Party, enforce for the benefit (and at the expense) of such requesting Party and its Subsidiaries any and all of such Party’s rights against such third party under such Shared Contract solely to the extent related to their respective business (or applicable portion thereof). In such case, Remainco or FOX, as applicable, and their respective Subsidiaries, would promptly pay to the other Party and its applicable Subsidiaries all monies when received by them (net of any applicable Taxes) under such Shared Contract solely to the extent related to the business of such other Party (or applicable portion thereof). (2) Each Party shall, and shall cause the members of their respective Groups each such Party’s Group to, use their (i) treat for all applicable Tax purposes the portion of each such Shared Contract inuring to its respective reasonable best efforts businesses as Assets owned by, and/or Liabilities of, as applicable, such Party, or the members of such Party’s Group, as applicable, not later than the Distribution Effective Time, and (ii) neither report nor take any Tax position inconsistent with such treatment (unless required by applicable Law). (iii) With respect to work together Liabilities pursuant to, under or relating to a Shared Contract relating to occurrences from and after the Distribution, such Liabilities shall, unless otherwise allocated pursuant to this Agreement or any Ancillary Agreement, be allocated between Remainco and FOX as follows: (1) If such Liability is incurred exclusively in respect of the Remainco Business or exclusively in respect of the FOX Business, such Liability shall be allocated to Remainco or its applicable Subsidiary (in respect of the Remainco Business) or FOX or its applicable Subsidiary (in respect of the FOX Business); and (2) If such Liability cannot be so allocated under clause (1) above, if necessary such Liability shall be allocated to Remainco or FOX, as the case may be, based on the relative proportions of total benefit received (over the term of the Shared Contract remaining as of the date of the Distribution, measured as of the date of the allocation) by the Remainco Business or the FOX Business under the relevant Shared Contract. Notwithstanding the foregoing, each of Remainco and desirable, FOX shall be responsible for any or all such Liabilities arising from its (or its Subsidiary’s) breach of the relevant Shared Contract to work with the which this Section 2.02(f) otherwise pertains. (iv) Neither Remainco or any of its Affiliates nor FOX or any of its Affiliates shall be required to commence any litigation or offer or pay any money or otherwise grant any accommodation (financial or otherwise) to any third party to such Shared Contract(x) in an effort obtain any New Contract or Partial Assignment with respect 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 as the case may be or (ay) obtain any Consent necessary to enter into an Acceptable Alternative Arrangement. (v) From and after the Distribution, the Party to whose Group a member Shared Contract has been allocated shall not (and shall cause the other members of its Group not to), without the consent of the BNED Group is other Party (such consent not to be unreasonably withheld, conditioned or delayed) (w) waive any rights under such Shared Contract to the beneficiary extent related to Business of the rights and is responsible for other Party, (y) terminate (or consent to be terminated by the obligations related to that portion counterparty) such Shared Contract except in connection with (1) the expiration of such Shared Contract relating in accordance with its terms (it being understood, for the avoidance of doubt, that sending a notice of non-renewal to the BNED counterparty to such Shared Contract in accordance with the terms of such Shared Contract is expressly permitted) or (2) a partial termination of such Shared Contract that would not reasonably be expected to impact any rights or obligations under such Shared Contract related to the Business of the other Party, or (z) amend, modify or supplement such Shared Contract in a manner material and adverse to the Group of the other Party. From and after the Distribution, if either Group (the “BNED PortionNotice Recipient”) receives from a counterparty to a Shared Contract a formal notice of breach of such Shared Contract that could reasonably be expected to impact the other Group, the Notice Recipient shall provide written notice to the other Party as soon as reasonably practicable (and in no event later than five (5) Business Days following receipt of such notice) and the Parties shall consult with respect to the actions proposed to be taken regarding the alleged breach. If either Group (the “Notifying Party”) sends to a counterparty to a Shared Contract a formal notice of breach of such Shared Contract that could reasonably be expected to impact the other Group, the Notifying Party shall provide written notice to the other Party as soon as reasonably practicable (and in no event later than five (5) Business Days after sending such notice of breach to the counterparty), which rights and the Parties shall consult with each other regarding such alleged breach. From and after the Distribution, neither Party shall (and shall cause the other members of its Group not to) breach any Shared Contract to the extent such breach would reasonably be expected to result in a BNED Asset and which obligations shall be a BNED Liability and (b) a loss of rights, or acceleration or increase of obligations, of any member of the B&N other Party’s Group is the beneficiary of the rights and is responsible for the obligations pursuant to (X) such Shared Contract, (Y) any Partial Assignment related to such Shared Contract not relating or (Z) any other Contract with the counterparty 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 (or any of its Affiliates) in existence at the time of the Distribution as contemplated by that contains cross-default or similar provisions related to such Shared Contract. (vi) With respect to any Shared Contract, from and after the previous sentenceDistribution, then the Parties each Party shall, and and/or shall cause their respective the applicable members of its Group members to, cooperate in any lawful arrangement party 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 to, upon the previous sentence is effectedrequest of the other Party, a use its commercially reasonable efforts to enforce for the benefit of the other Party (or the applicable member of the BNED Group shall receive the interest in the benefits other Party’s Group) any and obligations of the BNED Portion all rights under such Shared Contract related to such other Party’s Business (and a member such other Party shall (x) bear the reasonable and documented out of pocket costs and expenses of such enforcement to the B&N Group shall receive extent related to the interest in rights being enforced for the benefits benefit of such other Party and obligations (y) indemnify the first Party against any Losses arising out of such enforcement (unless arising out of or related to gross negligence, fraud or willful misconduct by such first Party) to the B&N Portion under extent related to the rights being enforced for the benefit of such Shared Contractother Party).

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 Valvoline 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 Valvoline Business (the “BNED Valvoline Portion”), which rights shall be a BNED Valvoline Asset and which obligations shall be a BNED Valvoline Liability and (b) a member of the B&N Ashland Global Group is the beneficiary of the rights and is responsible for the obligations related to such Shared Contract not relating to the BNED Valvoline Business (the “B&N Ashland Global Portion”), which rights shall be a B&N Ashland Global Asset and which obligations shall be a B&N Ashland Global 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 Separation 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 Separation and until the earlier of five years after the Distribution Separation 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 Valvoline Group shall receive the interest in the benefits and obligations of the BNED Valvoline Portion under such Shared Contract and a member of the B&N Ashland Global Group shall receive the interest in the benefits and obligations of the B&N Ashland Global Portion under such Shared Contract.

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 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 Concentra 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 Concentra Business (the “BNED Concentra Portion”), which rights shall be a BNED considered Concentra’s Asset and which obligations shall be a BNED Liability considered Concentra’s Liability, and (b) a member of the B&N Select Group is the beneficiary of the rights and is responsible for the obligations related to such Shared Contract not relating to the BNED Concentra Business (the “B&N Select Portion”), which rights shall be a B&N considered Select’s Asset and which obligations shall be a B&N considered Select’s 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 or replicate such Shared Contract on or prior to the Distribution Separation Date as contemplated by the previous sentence, then the Parties shall, and shall cause their respective Group members to, reasonably cooperate in any lawful arrangement to provide that, following the Distribution Separation and until the earlier of five years after the Distribution Date and such time as the formal division, partial assignment, modification and/or or replication of such Shared Contract as contemplated by the previous sentence is effected, a member of the BNED Concentra Group shall receive the interest in the benefits and obligations of the BNED Concentra Portion under such Shared Contract and a member of the B&N Select Group shall receive the interest in the benefits and obligations of the B&N Select Portion under such Shared Contract; provided, that if, following such Distribution Date, any such Shared Contract remains in effect and the formal division, partial assignment, modification or replication of such Shared Contract as contemplated by the previous sentence has not yet been effected, the Parties shall discuss in good faith extending any such lawful arrangement then in place. Nothing in this SECTION 2.04 shall require (x) the division, partial assignment, modification or replication of a Shared Contract unless and until any necessary Consents are obtained or made, as applicable, or (y) unless otherwise agreed by the Parties, either Party or any member of their respective Groups to pay or grant any consideration or concession in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person (other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which, if incurred following the Separation, shall be borne by Concentra (and Concentra shall promptly reimburse members of the Select Group upon request for any such expenses or fees incurred thereby)).

Shared Contracts. The Parties shall, and shall cause Except as otherwise set forth in the members of their respective Groups to, use their respective reasonable best efforts to work together (and, if necessary and desirableEmployee Matters Agreement, to work with the third party to such Shared Contract) in an effort to divideextent applicable, partially assign, modify and/or replicate (in whole or in part) the respective rights Manitowoc ParentCo and obligations under and in respect of any Shared Contract, such that SpinCo agree as follows: (a) a member Manitowoc ParentCo will, and will cause the other members of the BNED Manitowoc ParentCo Group is to, to the beneficiary extent specifically permitted by the applicable Manitowoc ParentCo Shared Contract and applicable law, assign such Manitowoc ParentCo Shared Contract in part to SpinCo and the applicable members of the SpinCo Group so that each party or the applicable members of its Group will be entitled to the benefits and rights relating to its or their business and is responsible for the obligations will assume its or their related to that portion of such any Liabilities under the Manitowoc ParentCo 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 Contracts. (b) a member of the B&N Group is the beneficiary of the rights and is responsible for the obligations related to such If any Manitowoc ParentCo Shared Contract cannot relating to be so partially assigned by its terms, each party will, and will cause the BNED Business (the “B&N Portion”)other members of its Group to, which rights shall be a B&N Asset cooperate and which obligations shall be a B&N Liability. If the Parties, or their respective Group members, as applicable, are not able use commercially reasonable efforts to enter into an arrangement with the counterparty to formally divide, partially assign, modify and/or replicate such each Manitowoc ParentCo Shared Contract to amend such Contract so as to delete all obligations therefrom to the extent that such obligations relate to the Foodservice Business, and enter into a new Contract with the applicable counterparty which solely relates to the Foodservice Business, on substantially equivalent terms and conditions as are then in effect under such Manitowoc ParentCo Shared Contract; provided, however, that neither Manitowoc ParentCo nor SpinCo will be required to pay any consideration to any third Person in connection with implementing the arrangements contemplated by this Section 2.7. If and when such consents or approvals are obtained or such other required actions have been taken, the partial assignment of such Manitowoc ParentCo Shared Contract will be effected in accordance with the terms of this Agreement. (c) With respect to each Manitowoc ParentCo Shared Contract for which the arrangements described in Section 2.7(b) could not be entered into prior to the Distribution as contemplated by the previous sentenceDate, then the Parties shallManitowoc ParentCo and SpinCo will, and shall will cause their the other members of its respective Group members to, cooperate in any lawful arrangement and reasonable arrangement, to the extent so permitted under the terms of such Manitowoc ParentCo Shared Contract and applicable law, 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 SpinCo Group shall receive the interest in members the benefits and obligations of the BNED Portion under any such Manitowoc ParentCo Shared Contract with respect to the Foodservice Business, including subcontracting, licensing, sublicensing, leasing or subleasing to the SpinCo Group members any or all of Manitowoc ParentCo Group’s rights and a member obligations with respect to such Manitowoc ParentCo Shared Contract with respect to the Foodservice Business. In any such arrangement, SpinCo will (i) bear the sole responsibility for completion of the B&N work or provision of goods and services, (ii) bear all Taxes with respect thereto or arising therefrom, (iii) be solely entitled to all benefits thereof, economic or otherwise, (iv) be solely responsible for any warranty or breach thereof, any repurchase, indemnity and service obligations thereof and any damages related to termination of such Manitowoc ParentCo Shared Contracts, and (v) promptly reimburse the reasonable costs and expenses of Manitowoc ParentCo and the other members of the Manitowoc ParentCo Group shall receive the interest in the benefits related to such SpinCo activities. (d) The foregoing terms will apply mutatis mutandis to any SpinCo Shared Contract. (e) The rights and obligations of Manitowoc ParentCo and SpinCo pursuant to this Section 2.7 will terminate 24 months after the B&N Portion under such Shared ContractDistribution Date.

Shared Contracts. (a) The Parties shall, and shall cause the members of their respective Groups Group Members to, use their respective commercially reasonable best efforts to work together (and, if necessary and desirable, to work with the third party 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 (ai) a member of the BNED SpinCo 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 BNED Aaron’s Business (the “BNED SpinCo Portion”), which rights shall be a BNED SpinCo Asset and which obligations shall be a BNED SpinCo Liability and (bii) a member of the B&N Parent Group Member is the beneficiary of the rights and is responsible for the obligations related to such Shared Contract not relating to the BNED Aaron’s Business (the “B&N Parent Portion”), which rights shall be a B&N Parent Asset and which obligations shall be a B&N Parent 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 membersMembers, 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 Effective Time as contemplated by the previous sentence, then the Parties shall, and shall cause their respective Group members Members to, cooperate in any lawful reasonable and permissible arrangement to provide that, following the Distribution Effective Time and until the earlier of five years one year 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) the Assets associated with the SpinCo Portion of such Shared Contract shall be enjoyed by SpinCo or another SpinCo Group Member; (B) the Liabilities associated with the SpinCo Portion of such Shared Contract shall be borne by SpinCo or another SpinCo Group Member; (C) the Assets associated with the Parent Portion of such Shared Contract shall be enjoyed by Parent or another Parent Group Member; and (D) the Liabilities associated with the Parent Portion of such Shared Contract shall be borne by Parent or another Parent Group Member. (b) Each of Parent and SpinCo shall, and shall cause its Group Members to, (i) treat for all relevant Tax purposes the portion of each Shared Contract inuring to its respective businesses as Assets owned by, and/or Liabilities of, as applicable, such Party, or its Group Members, as applicable, not later than the Effective Time, and (ii) neither report nor take any Tax position (on a Tax Return or otherwise) inconsistent with such treatment (unless required by applicable Law). (c) Nothing in this Section 2.05 shall require any member of any Group to make any non-de minimis payment (except to the extent advanced, assumed or agreed in advance to be reimbursed by any member of the BNED Group shall receive other Group), incur any non-de minimis obligation or grant any non-de minimis concession for the interest in the benefits and obligations benefit of the BNED Portion under such Shared Contract and a any member of the B&N any other Group shall receive the interest in the benefits and obligations of the B&N Portion under such Shared Contractorder to effect any transaction contemplated by this Section 2.05.

Shared Contracts. (a) The Parties shall, and shall cause the members of their respective Groups to, use their respective commercially reasonable best efforts to work together (and, if necessary and desirable, from the date of this Agreement until the earlier of two years after the Closing Date and such time as the formal division, partial assignment, modification or replication of such Shared Contract is effected, to work with the third party to such Shared Contract) in an effort to divide, partially assign, modify and/or or replicate (in whole or in part) the respective rights and obligations under and in respect of any Shared Contract, such that (ai) a member of the BNED Revelyst 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 Revelyst Business (the “BNED Revelyst Portion”), which rights shall be a BNED Revelyst Asset and which obligations shall be a BNED Liability Revelyst Liability, and (bii) a member of the B&N Vista Outdoor Group is the beneficiary of the rights and is responsible for the obligations related to such Shared Contract not relating to the BNED Revelyst Business (the “B&N Vista Outdoor Portion”), which rights shall be a B&N Vista Outdoor Asset and which obligations shall be a B&N Vista Outdoor 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 and/or or replicate such Shared Contract prior to the Distribution Closing as contemplated by the previous sentence, then the Parties shall, and shall cause their respective Group members to, cooperate in any lawful reasonable and permissible arrangement to provide that, following the Distribution Closing and until the earlier of five two years after the Distribution Closing Date and such time as the formal division, partial assignment, modification and/or or replication of such Shared Contract as contemplated by the previous sentence is effected, a member of the BNED Revelyst Group shall receive the interest in the benefits and obligations of the BNED Revelyst Portion under such Shared Contract and a member of the B&N Vista Outdoor Group shall receive the interest in the benefits and obligations of the B&N Vista Outdoor Portion under such Shared Contract, it being understood that no Party shall have Liability to the other Party for the failure of any third party to perform its obligations under any such Shared Contract. (b) Nothing in this Section 2.04 shall require either Party or any member of their respective Groups to contribute capital, pay or grant any consideration or concession in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person or expend any money or take any action that would require the expenditure of money (other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be reimbursed by the Party or the member of the Party’s Group entitled to the applicable Asset or intended to assume the applicable Liability, as applicable, as promptly as reasonably practicable). For the avoidance of doubt, reasonable out-of-pocket expenses and recording or similar fees shall not include any purchase price, license fee or other payment or compensation for the procurement of any asset secured to replace an Asset in the course of a Party’s obligation under Section 2.04(a).

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 Cable 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 Cable Business (the “BNED Cable Portion”), which rights shall be a BNED Cable Asset and which obligations shall be a BNED Cable 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 Cable 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 Cable Group shall receive the interest in the benefits and obligations of the BNED Cable 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. 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 Time 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 Publishing Business (the “BNED Time Portion”), which rights shall be a BNED Time Asset and which obligations shall be a BNED Time Liability and (b) a member of the B&N TWX Group is the beneficiary of the rights and is responsible for the obligations related to such Shared Contract not relating to the BNED Publishing Business (the “B&N TWX Portion”), which rights shall be a B&N TWX Asset and which obligations shall be a B&N TWX 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 Time Group shall receive the interest in the benefits and obligations of the BNED Time Portion under such Shared Contract and a member of the B&N TWX Group shall receive the interest in the benefits and obligations of the B&N TWX Portion under such Shared Contract.

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 to be received over the remaining term of the Shared Contract, measured starting as of the date of the Distribution 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 (including any breach committed by the other Party or its Group at the instruction of a Party or its Group). (b) Except as otherwise expressly contemplated in this Agreement or an Ancillary Agreement, if NCR or any member of the NCR Group, on the one hand, or ATMCo or any member of the ATMCo Group, on the other hand, receives any benefit or payment under any Shared Contract which was intended for the other Party or its Group, NCR, on the one hand, or ATMCo, on the other hand, as applicable, 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, subject to Section 2.4(f). With respect to any Shared Contract that remains in existence following the Distribution and has not been separated pursuant to Section 2.8(d), the Parties shall use commercially reasonable efforts to seek mutually acceptable alternative arrangements for purposes of allocating rights and liabilities and obligations under such Shared Contract (provided that such arrangements shall not result in a breach or violation of such Shared Contract) (an “Acceptable Alternative Arrangement”). Such Acceptable Alternative Arrangements may include a subcontracting, sublicensing or subleasing arrangement under which NCR or ATMCo, as applicable, and their applicable Subsidiaries would, in compliance with Law, obtain the benefits under, and assume the Liabilities associated with, such Shared Contract solely to the extent related to their respective Business (or applicable portion thereof) and in accordance with the terms of this Agreement or any Ancillary Agreement. (c) With respect to any Shared Contract, from and after the Distribution, each Party shall, and/or shall cause the applicable members of its Group party to such Shared Contract to, upon the request of the other Party, use its commercially reasonable efforts to enforce for the benefit of the other Party (or the applicable member of the other Party’s Group) any and all rights under such Shared Contract related to such other Party’s business and such other Party shall bear the reasonable and documented out-of-pocket costs and expenses of such enforcement to the extent related to the rights being enforced for the benefit of such other Party. The Party (or relevant member of its Group) retaining any Shared Contract shall (i) not be obligated, in connection with the foregoing in this Section 2.8(c), to expend any money unless the necessary funds are advanced, or agreed in advance to be reimbursed by the Party (or relevant member of its Group), other than reasonable attorneys’ fees and recording or similar fees, all of which shall be promptly reimbursed by the other Party (or relevant member of its Group); provided, however, that each Party shall bear its own expenses in connection with the separation of such Shared Contract or the establishment of any Acceptable Alternative Arrangement and (ii) be indemnified for all Indemnifiable Losses or other Liabilities arising out of any actions (or omissions to act) of such retaining Party taken at the direction of the other Party (or relevant member of its Group) in connection with and relating to such Shared Contract, as the case may be (other than in the event of its gross negligence, fraud or willful misconduct). From and after the Distribution, the Party whose Group holds a Shared Contract shall not (and shall cause the other members of its Group not to), without the consent of the other Party (such consent not to be unreasonably withheld, conditioned or delayed), and subject to Section 6.4, (w) waive any rights under such Shared Contract to the extent related to business of the other Party, (y) terminate (or consent to be terminated by the counterparty) such Shared Contract except in connection with (1) the expiration of such Shared Contract in accordance with its terms (it being understood, for the avoidance of doubt, that sending a notice of non-renewal to the counterparty to such Shared Contract in accordance with the terms of such Shared Contract is expressly permitted; provided, however, that notice of the non-renewal shall be provided to the other Party within five (5) Business Days of informing the counterparty that the Shared Contract will not be renewed) or (2) a partial termination of such Shared Contract that would not reasonably be expected to impact any rights or obligations under such Shared Contract related to the business of the other Party, or (z) amend, modify or supplement such Shared Contract in a manner material and adverse to the Group of the other Party. From and after the Distribution, if either Party (or any member of such Party’s Group) (the “Notice Recipient”) receives from a counterparty to a Shared Contract a formal notice of breach of such Shared Contract that could reasonably be expected to impact the other Party (or any member of such Party’s Group), the Notice Recipient shall provide written notice to the other Party as soon as reasonably practicable (and in no event later than five (5) Business Days following receipt of such notice) and the Parties shall consult with respect to the actions proposed to be taken regarding the alleged breach. If either Group (the “Notifying Party”) sends to a counterparty to a Shared Contract a formal notice of breach of such Shared Contract that could reasonably be expected to impact the other Group, the Notifying Party shall provide written notice to the other Party as soon as reasonably practicable (and in no event later than five (5) Business Days after sending such notice of breach to the counterparty), and the Parties shall consult with each other regarding such alleged breach. From and after the Distribution, neither Party shall (and shall cause the other members of its Group not to) breach any Shared Contract to the extent such breach would reasonably be expected to result in a loss of rights, or acceleration or increase of obligations, of any member of the other Party’s Group pursuant to (X) such Shared Contract, (Y) any partial assignment related to such Shared Contract or (Z) any other Contract with the counterparty to such Shared Contract (or any of its Affiliates) in existence at the time of the Distribution that contains cross-default or similar provisions related to such Shared Contract. (d) 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 NCR Group or the ATMCo Group, as applicable. The Parties shall, following the Distribution, use their commercially reasonable efforts to separate the Shared Contracts, including those identified on Schedule 2.8(d), into separate Contracts between the appropriate Third Party and either (i) ATMCo or a member of the ATMCo Group or (ii) NCR or a member of the NCR Group. Separation of Shared Contracts may be accomplished by any of entrance into new Contracts or through assignments (in whole or in part) consistent with the foregoing requirements. (e) To the extent in order to separate a Shared Contract or take any other action required by this Section 2.8 it is necessary to obtain any Consents or Governmental Approvals the Parties shall, and shall cause the respective members of their Groups to, cooperate and use commercially reasonable efforts to seek to obtain such Consents or Governmental Approvals as promptly as practicable after the date hereof; provided that in no event shall any member of a Group have any Liability whatsoever to any member of the other Group for any failure to obtain any such Consent or Governmental Approval and neither Party nor any member of its Group shall be required to commence any litigation, contribute capital, pay or grant any consideration or concession in any form (including providing any letter of credit, guaranty (other than pursuant to Section 2.11) or other financial accommodation) to any Third Party in order to cause such Governmental Approval or other Consent to be obtained; provided, further, that each Party shall be required to bear any reasonable out-of-pocket expenses, outside attorneys’ fees and recording or similar Third-Party fees and the costs of salaries and benefits of its employees incurred in connection with its performance of its obligations under this Section 2.8(e). (f) Each of NCR and ATMCo shall, and shall cause the members of their respective Groups Group to, use (i) treat for all Tax purposes the portion of each Shared Contract inuring to their respective reasonable best efforts to work together (andBusiness as an Asset owned by, 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 membersof, as applicable, are such Party, or the members of such Party’s Group, as applicable, not able to enter into an arrangement to formally divide, partially assign, modify and/or replicate such Shared Contract prior to later than the Distribution as contemplated by the previous sentence, then the Parties shallDistribution, and shall cause their respective Group members to, cooperate in (ii) neither report nor take any lawful arrangement to provide that, following the Distribution and until the earlier Tax position (on a Tax Return or otherwise) inconsistent with such treatment (unless required by applicable Law or a good faith resolution 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 ContractTax Contest).

Shared Contracts. The (a) Except as otherwise agreed by Pluto and Utah or as otherwise provided in this Agreement or any Ancillary Agreement, and except with respect to any Shared Contract that relates to services to be provided under the Transition Services Agreement, the Parties shall use their commercially reasonable efforts to separate the Shared Contracts into separate contracts so that the Spinco Business will remain entitled to the rights and benefits, and shall be subject to the Liabilities, with respect to or arising from each Shared Contract to the extent related to the Spinco Business, and Pluto will retain the rights and benefits, and shall be subject to the Liabilities, with respect or arising from each Shared Contract to the extent related to the Pluto Business; provided that neither Group shall be required to pay any amount to any Third Party (other than as provided for in the underlying Contract), commence or participate in any Action or offer or grant any accommodation (financial or otherwise, including any accommodation or arrangement to remain secondarily liable or contingently liable for any Liability of the other Group) to any Third Party to obtain any such separation). If a counterparty to any Shared Contract that is entitled under the terms of the Shared Contract to consent to the separation of the Shared Contract has not provided such consent or if the separation of a Shared Contract has not been completed as of the Distribution Date for any other reason, then the Parties shall use their commercially reasonable efforts to develop and implement arrangements (including subcontracting, sublicensing, subleasing or back-to-back agreement) to pass along to the Spinco Group the benefit and the Liabilities of the portion of any such Shared Contract related to the Spinco Business and to pass along to the Pluto Group the benefit and the Liabilities of the portion of the Shared Contract related to the Pluto Business, as the case may be. If and when any such consent is obtained, the Shared Contract will be separated in accordance with this Section 2.09(a). With respect to each Shared Contract, the obligations set forth in this Section 2.09(a) shall terminate on the first anniversary of the Distribution Date or, if earlier, upon the termination or expiration of each such Shared Contract in accordance with its terms (without any obligation to renew or extend). Spinco shall bear any costs related to separating the Shared Contracts. (b) Except to the extent otherwise required by applicable Law, each of Pluto and Spinco shall, and shall cause the members of their respective Groups its Affiliates to, use their respective reasonable best efforts to work together (andi) for all U.S. federal (and applicable state, if necessary local and desirableforeign) income Tax purposes, to work with treat the third party to such portion of each Shared Contract) in an effort to divide, partially assign, modify and/or replicate (in whole or in part) Contract the respective rights and obligations under and in respect benefits of any Shared Contract, such that (a) which inure to it or a member of the BNED its 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”)as Assets owned by, 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 membersand/or Liabilities of, as applicable, are it or the members of its Group, as applicable, and (ii) file all Tax Returns in a manner consistent with such treatment and not able take any Tax position inconsistent therewith. (c) Except as otherwise agreed by Pluto and Utah or as otherwise provided in this Agreement or any Ancillary Agreement, (i) with respect to enter into an arrangement to formally divide, partially assign, modify and/or replicate such Shared Contract any Permits issued prior to the Distribution as contemplated by the previous sentenceDate that are a Pluto Asset, then the Parties shall, and shall cause their respective Group members to, cooperate in any lawful arrangement to provide but that, following as of immediately prior to the Distribution Date, provided rights or benefits that are reasonably required for the operation of the Spinco Business and until the earlier of five years after (ii) with respect to any Spinco Permits issued prior to the Distribution Date and such time that, as of immediately prior to the formal divisionDistribution Date, partial assignment, modification and/or replication of such Shared Contract as contemplated by provided rights or benefits that are reasonably required for the previous sentence is effected, a member operation of the BNED Group Pluto Business, in each case (i) and (ii), the Parties shall receive use their commercially reasonable efforts to transfer or modify such existing Permits, or apply for any new Permits, in each case as reasonably required to effectuate 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 ContractTransactions.

Shared Contracts. The Parties shall(a) Any Contract to be assigned, contributed, conveyed, transferred and delivered to VS in accordance with the Restructuring Plan or as contemplated pursuant to Section 2.03 that does not exclusively relate to the VS Business (each, a “Shared Contract”) shall be assigned, contributed, conveyed, transferred and delivered only with respect to (and preserving the meaning of) those parts that relate to the VS Business, to a member of the VS Group, if so assignable, conveyable or transferrable, or appropriately amended (including by entering into a new agreement) prior to, on or after the Distribution Date, so that a member of the VS Group shall be entitled to the rights and benefit of those parts of such Shared Contract that relate to the VS Business and shall cause assume the members of their respective Groups to, use their respective reasonable best efforts to work together (and, if necessary and desirable, to work related Liabilities with the third party respect to such Shared Contract, as contemplated by Section 2.03; provided that (i) in an effort no event shall any Person be required to divide, partially assign, modify and/or replicate contribute, convey, transfer or deliver (or so amend), either in whole or in part, any Shared Contract that is not assignable (or cannot be amended) by its terms without the respective rights and obligations under and in respect consent or approval of any other Person and (ii) if any Shared ContractContract cannot be so partially assigned by its terms or otherwise, or cannot be so amended, without such consent or approval, until such time that such consent or approval is obtained, L Brands will cooperate with VS to establish an agency type or other similar arrangement reasonably satisfactory to L Brands and VS intended to both (aA) provide 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 VS Group, 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 fullest extent practicable under such Shared Contract, the claims, rights and benefits of those parts that relate to the VS Business and (B) cause such member of the VS Group to bear the related Liabilities thereunder from and after the Distribution in accordance with this Agreement (including by means of any subcontracting, sublicensing or subleasing arrangement) and in furtherance of the foregoing, VS shall, or shall cause another member of the VS Group to, promptly pay, perform or discharge when due any such Liability arising after the Distribution Time, which shall constitute VS Liabilities for purposes of this Agreement. Nothing in this Section 2.05 shall require any member of the L Brands Group or the VS Group to incur any non-de minimis obligation or grant any non-de minimis concession in order to effect any transaction contemplated by this Section 2.05. (b) For so long as any member of the L Brands Group is party to any Shared Contract and provides any member of the VS Group any claims, rights and benefits of any such Shared Contract pursuant to an arrangement described in Section 2.05(a), such member of the VS Group shall indemnify the L Brands Indemnitees against and shall hold each of them harmless from any and all Liabilities incurred or suffered by any of the L Brands Indemnitees arising out of or in connection with such member of the L Brands Group’s post-Distribution direct or indirect ownership, management or operation of any such Shared Contract (to the extent that such Liabilities relate to the VS Business).

Shared Contracts. The Parties shallWith effect from the Separation Date until the termination or expiry of the relevant Shared Contract, in respect of the Alcon Part or Novartis Part (as applicable) of each Shared Contract: (a) subject to sub-paragraphs (b) and (c) below, the provisions of paragraph 1.6 (Third Party Consents Not Obtained Prior to Commencement of Separation) of this Schedule 2 (Transferring Contracts) shall cause apply mutatis mutandis as though (i) a Third Party Consent is required in respect of the members transfer of their respective Groups tothe Alcon Part or Novartis Part, use their respective reasonable best efforts as applicable, of such Shared Contract and (ii) such Third Party Consent has not been obtained at the Separation Date; (b) the application provisions of this Schedule 2 (Transferring Contracts) to work together the Shared Contracts referred to in schedule 8 of the Manufacturing and Supply Agreement shall be subject to the terms of schedule 8 of the Manufacturing and Supply Agreement; and (and, c) if necessary and desirable, the relevant member of the Alcon Group or member of the Novartis Group (as applicable) wishes to work with enforce any of its rights under the third Alcon Part or Novartis Part (as applicable) (the Relevant Shared Contract Beneficiary) of any Shared Contract: (i) it shall give written notice to the relevant member of the Novartis Group (if the Relevant Shared Contract Beneficiary is a member of the Alcon Group) or the relevant member of the Alcon Group (if the Relevant Shared Contract Beneficiary is a member of the Novartis Group) (as applicable) that is party to such Shared ContractContract (the Relevant Shared Contract Party) in an effort containing reasonably specific details of any claim that it wishes to divide, partially assign, modify and/or replicate make to enforce its rights under the Alcon Part or Novartis Part (in whole or in partas applicable) the respective rights and obligations under and in respect of any Shared Contract, including such that Information as is available to it to allow such Relevant Shared Contract Party (aas applicable) a to assess the merits of such claim and its amount; and (ii) if: (A) such Shared Contract primarily relates to the Alcon Business, Alcon (or any member of the BNED Group is the beneficiary of the rights Alcon Group) shall, subject to Novartis 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 each member of the B&N Novartis Group is the beneficiary of the rights and is responsible for the obligations related to such Shared Contract not relating being indemnified by Alcon against all Liabilities suffered or incurred by them to the BNED Business extent arising out of or resulting from the conduct of any claim having been assumed by Alcon (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 Alcon Group) under this sub-paragraph (A), be entitled (at its election and sole expense) to take such action as it shall receive deem necessary to negotiate, make, assert, avoid, dispute, deny, defend, resist, appeal, compromise, contest, settle, discharge or otherwise deal with any such claim and to have the interest in the benefits conduct of any related proceedings, negotiations or appeals; provided, that Alcon shall ensure that it and obligations each member of the BNED Portion Alcon Group shall: 1. not advance any argument against the counterparty under such Shared Contract and a or take any step that would reasonably be likely to have an adverse impact on Novartis, any of its Affiliates or the Novartis Business; 2. take into account any reasonable requests of Novartis (or any member of the B&N Group shall receive Novartis Group) in respect of such claim; and 3. keep Novartis regularly informed in respect of such claim; or (iii) such Shared Contract primarily relates to the interest in the benefits and obligations Novartis Business, Novartis (or any member of the B&N Portion Novartis Group of its Affiliates) shall be entitled (at its election and sole expense) to take such action as it shall deem necessary to negotiate, make, assert, avoid, dispute, deny, defend, resist, appeal, compromise, contest, settle, discharge or otherwise deal with any such claim and to have the conduct of any related proceedings, negotiations or appeals; provided, that Novartis shall ensure that it and each member of the Novartis Group shall: (A) not advance any argument against the counterparty under such Shared ContractContract or take any step that would reasonably be likely to have an adverse impact on the Alcon Business; (B) take into account any reasonable requests of Alcon (or any member of the Alcon Group) in respect of such claim; and (C) keep Alcon regularly informed in respect of such claim.

Shared Contracts. The (a) Except as set forth on Schedule 2.04, 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 or replicate (in whole or in part) the respective rights and obligations under and in respect of any Shared Contract, such that (ai) a member of the BNED SpinCo 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 SpinCo Business (the “BNED SpinCo Portion”), which rights shall be a BNED SpinCo Asset and which obligations shall be a BNED Liability SpinCo Liability, and (bii) a member of the B&N Parent Group is the beneficiary of the rights and is responsible for the obligations related to such Shared Contract not relating to the BNED SpinCo Business (the “B&N Parent Portion”), which rights shall be a B&N Parent Asset and which obligations shall be a B&N Parent 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 and/or or replicate such Shared Contract prior to the Distribution as contemplated by the previous immediately preceding sentence, and subject to the other provisions of this Section 2.04, then the Parties shall, and shall cause their respective Group members to, cooperate in any lawful reasonable and permissible arrangement as determined by Parent 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 effectedDistribution, a member of the BNED SpinCo Group shall receive the interest in the benefits and obligations of the BNED SpinCo Portion under such Shared Contract and a member of the B&N Parent Group shall receive the interest in the benefits and obligations of the B&N Parent Portion under such Shared Contract, it being understood that no Party shall have Liability to the other Party for the failure of any third party to perform its obligations under any such Shared Contract. (b) Nothing in this Section 2.04 shall require either Party or any member of its Group to contribute capital, pay or grant any consideration or concession in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person (other than reasonable out-of-pocket expenses, attorneys’ fees and expenses and recording or similar fees of a third-party counterparty to a Shared Contract that are incurred in connection with the applicable division, partial assignment, modification or replication of such Shared Contract, in each case, if requested by such counterparty); provided, that each Party shall be responsible for its own reasonable out-of-pocket expenses and attorneys’ fees and expenses and the member of the Party’s Group entitled to such Asset or intended to assume such Liability shall be responsible for recording or similar fees. For the avoidance of doubt, reasonable out-of-pocket expenses and recording or similar fees shall not include any purchase price, license fee, or other payment or compensation for the procurement of any asset secured to replace an Asset in the course of a Party’s obligation under Section 2.04(a).

Shared Contracts. (a) 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 two years after the Distribution Date and such time as the formal division, partial assignment, modification or replication of such Shared Contract is effected, to work with the third party to such Shared Contract) in an effort to divide, partially assign, modify and/or 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 DT Midstream 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 DT Midstream Business (the “BNED DT Midstream Portion”), which rights shall be a BNED DT Midstream Asset and which obligations shall be a BNED Liability DT Midstream Liability, and (b) a member of the B&N DTE Energy Group is the beneficiary of the rights and is responsible for the obligations related to such Shared Contract not relating to the BNED DT Midstream Business (the “B&N DTE Energy Portion”), which rights shall be a B&N DTE Energy Asset and which obligations shall be a B&N DTE Energy 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 and/or 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 reasonable and permissible arrangement to provide that, following the Distribution and until the earlier of five two years after the Distribution Date and such time as the formal division, partial assignment, modification and/or or replication of such Shared Contract as contemplated by the previous sentence is effected, a member of the BNED DT Midstream Group shall receive the interest in the benefits and obligations of the BNED DT Midstream Portion under such Shared Contract and a member of the B&N DTE Energy Group shall receive the interest in the benefits and obligations of the B&N DTE Energy Portion under such Shared Contract, it being understood that no Party shall have Liability to the other Party for the failure of any third party to perform its obligations under any such Shared Contract. (b) Nothing in this Section 2.04 shall require either Party nor any member of their respective Groups to contribute capital, pay or grant any consideration or concession in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person (other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be reimbursed by the Party or the member of the Party’s Group entitled to such Asset or intended to assume such Liability, as applicable, as promptly as reasonably practicable). For the avoidance of doubt, reasonable out-of-pocket expenses, and recording or similar fees shall not include any purchase price, license fee or other payment or compensation for the procurement of any asset secured to replace an Asset in the course of a Party’s obligation under Section 2.04(a).

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 SpinCo 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 SpinCo Business (the “BNED SpinCo Portion”), which rights shall be a BNED SpinCo Asset and which obligations shall be a BNED SpinCo Liability and (b) a member of the B&N HCMC Group is the beneficiary of the rights and is responsible for the obligations related to such Shared Contract not relating to the BNED SpinCo Business (the “B&N HCMC Portion”), which rights shall be a B&N HCMC Asset and which obligations shall be a B&N HCMC 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 (5) 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 SpinCo Group shall receive the interest in the benefits and obligations of the BNED SpinCo Portion under such Shared Contract and a member of the B&N HCMC Group shall receive the interest in the benefits and obligations of the B&N HCMC Portion under such Shared Contract.

Shared Contracts. The Parties (i) Buyer acknowledges that certain contracts, understandings or agreements to which Seller or one or more of its Subsidiaries is party contain terms that are relevant to, are for the benefit of and/or impose obligations on Seller and its Subsidiaries with respect to both the Business and one or more of Seller’s Other Businesses (such contracts, understandings and arrangements being collectively referred to herein as “Shared Contracts”). Buyer acknowledges and agrees that such Shared Contracts shall be addressed by the parties as set forth in this Section 8T. (ii) Section 8T(ii) of the Seller Disclosure Letter (as amended after the date hereof with the agreement of Buyer and Seller) sets forth certain material Shared Contracts under which, except as set forth in the Ancillary Agreements, Buyer, the members of the Paper Group (and their Subsidiaries) and the Business shall cease to have any rights or obligations from and after the Closing. Seller acknowledges and agrees that, from and after the Closing, it and its Subsidiaries shall be solely responsible for performance of the Shared Contracts set forth on Section 8T(ii) of the Seller Disclosure Letter and Buyer acknowledges and agrees that neither it nor any of its Affiliates (including any member of the Paper Group or any other Affiliate that owns assets of the Business) shall have any rights or obligations under any of the Shared Contracts except as set forth in the Ancillary Agreements. (iii) Section 8T(iii) of the Seller Disclosure Letter (as amended after the date hereof with the agreement of Buyer and Seller) sets forth certain material Shared Contracts under which both the Business and Seller’s Other Businesses perform obligations, have liabilities and/or receive benefits (the “Ongoing Shared Contracts”). With respect to each Ongoing Shared Contract, from and after the date hereof until expiration or termination of such Ongoing Shared Contract, each of Seller and Buyer shall, at the request of the other, cooperate with each other to schedule discussions and participate in negotiations with the counterparty to, or obligor or obligee under, each such Ongoing Shared Contract regarding a split of such Ongoing Shared Contract that, as nearly as practicable, approximates the rights and obligations of the Business and Seller’s Other Businesses with respect to such Ongoing Shared Contract during the term of the Ongoing Shared Contract prior to such split; provided that in no event shall either Seller or Buyer be obligated to execute, deliver or (except to the extent executed and delivered by such Person) perform under, or be obligated to cause another Person to execute, deliver or (except to the extent executed and delivered by such Person) perform under, such split contract without such party’s prior written consent. For the avoidance of doubt, in no event shall the split of, or any similar action with respect to, any Ongoing Shared Contract be a condition to the obligations of any party to this Agreement. (iv) To the extent that a split contract with respect to such Ongoing Shared Contract is not obtained prior to Closing, then from and after the Closing until such Ongoing Shared Contract expires or is terminated, to the extent permitted by law and, unless waived by Seller, to the extent otherwise permissible in light of the terms of such Ongoing Shared Contract, then Seller shall cause Seller’s Other Businesses and Buyer shall cause Buyer Sub, the members of the Paper Group, each of their respective Subsidiaries and the Business to perform obligations under each such Ongoing Shared Contract to which it is a party or bound and Seller and Buyer shall cooperate with each other and use reasonable best efforts such that the applicable members of the Paper Group and their Subsidiaries shall perform the obligations under, and receive the benefits of, such Ongoing Shared Contracts, in each case in the manner set forth on Section 8T(iv) of the Seller Disclosure Letter (as amended after the date hereof with the consent of Buyer and Seller) or otherwise in a manner that as nearly as practicable approximates the obligations and benefits of the Business and Seller’s Other Businesses with respect to such Ongoing Shared Contract during the term of the Ongoing Shared Contract prior to Closing. In the event that, after the Closing, Buyer performs its obligations under an Ongoing Shared Contract that has not been split and Seller or one of its Subsidiaries receives benefits under such Ongoing Shared Contract that are attributable to the operations of the Business after the Closing Date, Seller shall pay over such benefits to Buyer. In the event that, after the Closing, Seller performs its obligations under an Ongoing Shared Contract that has not been split and Buyer or one of its Subsidiaries receives benefits that are attributable to the operation of one of Seller’s Other Businesses after Closing, Buyer shall pay over such benefits to Seller. Each of Buyer and Seller shall indemnify the other for Losses such party or its Affiliates suffer as a result of any breach of any Ongoing Shared Contract by such party. (v) Buyer and Seller agree that, from and after the Closing, such party shall not, and shall cause the members of their respective Groups its Affiliates not to, use their respective reasonable best efforts amend, waive, settle or compromise any material matter or claim related to work together (andany Ongoing Shared Contract without the prior written consent of the other. For all purposes of this Section 8T, if necessary upon an effective split of an Ongoing Shared Contract that each of Buyer 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 ContractSeller has agreed to, 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 Ongoing 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 deemed terminated for purposes 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.this Section 8T.

Shared Contracts. The (a) Any Contract with a Third Party that relates to both the NiSource Business and the Columbia Business (each such Contract, a “Shared Contract”) shall be handled as contemplated by Section 5.2(d) unless NiSource determines, in its sole discretion, that it is desirable to partially assign such Shared Contract as contemplated by Section 5.2(b) or to amend such Shared Contract as contemplated by Section 5.2(c). (b) If any Shared Contract can be partially assigned by its terms and NiSource determines, in its sole discretion, that it is so desirable with respect to such Shared Contract, NiSource shall assign such Shared Contract in part to Columbia, or another Columbia Party designated by Columbia, so that the Columbia Parties will be entitled to the benefits and rights relating to the Columbia Business and will assume their related portion of any Liabilities under such Shared Contract. If any such partial assignment requires the consent or approval of any Third Party or any other required action, the partial assignment of such Shared Contract shall be effected in accordance with the terms of this Agreement, if and when such consent or approval is obtained or such other required action has been taken. (c) If NiSource determines, in its sole discretion, that it is so desirable with respect to any Shared Contract, NiSource and Columbia shall, and shall cause the members of their respective Groups applicable NiSource Parties and Columbia Parties to, cooperate and use their respective commercially 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 with the counterparty to formally divide, partially assign, modify and/or replicate such Shared Contract prior to amend such Shared Contract so as to delete all obligations therefrom (i) to the Distribution extent that such obligations relate to the NiSource Business, and enter into a new Contract with the applicable counterparty which solely relates to the Columbia Business, on substantially equivalent terms and conditions as are then in effect under such Shared Contract, or (ii) to the extent that such obligations relate to the Columbia Business, and enter into a new Contract with the applicable counterparty which solely relates to the NiSource Business, on substantially equivalent terms and conditions as are then in effect under such Shared Contract. (d) With respect to each Shared Contract that is not partially assigned or amended as contemplated by the previous sentenceSection 5.2(b) or Section 5.2(c), then the Parties NiSource and Columbia shall, and shall cause their respective Group members the applicable NiSource Parties and Columbia Parties to, cooperate in any lawful arrangement and reasonable arrangement, to provide that, following the Distribution and until extent so permitted under the earlier of five years after the Distribution Date and such time as the formal division, partial assignment, modification and/or replication terms of such Shared Contract as contemplated by and applicable Law: (i) to provide the previous sentence is effected, a member of the BNED Group shall receive the interest in applicable NiSource Party the benefits and obligations of any such Shared Contract with respect to the BNED Portion NiSource Business, including subcontracting, licensing, sublicensing, leasing or subleasing to the NiSource Party any or all of the rights and obligations with respect to such Shared Contract with respect to the NiSource Business, including, to the extent applicable and appropriate, upon the request and at the sole cost and expense of NiSource, CPG or the applicable CPG Parties using commercially reasonable efforts and in a commercially reasonable time-frame to pursue breach of warranty claims under such Shared Contract and with respect to the NiSource Business on the applicable NiSource Parties’ behalf where such right to pursue a member breach is not passed on to NiSource. In any such arrangement, the NiSource Parties will, with respect to that portion of the B&N Group shall Shared Contract relating to the NiSource Business, (A) bear the sole responsibility for completion of the work or provision of goods and services, (B) bear all Taxes with respect thereto or arising therefrom, (C) be solely entitled to all benefits thereof, economic or otherwise, including the receipt of all goods and services thereunder, (D) be solely responsible for any amounts due thereunder, any warranty or breach thereof, any repurchase, indemnity and service obligations thereunder and any damages related to termination of such Shared Contract, (E) promptly reimburse the reasonable costs and expenses of Columbia and the applicable Columbia Party related to such activities, (F) be entitled to continue to receive any correspondence or invoices delivered with respect to such Shared Contract and (G) be entitled to receive copies of all correspondence and invoices delivered to or by any Columbia Party with respect to such Shared Contract; and (ii) to provide the interest in applicable Columbia Party the benefits and obligations of any such Shared Contract with respect to the B&N Portion Columbia Business, including subcontracting, licensing, sublicensing, leasing or subleasing to the Columbia Party any or all of the rights and obligations with respect to such Shared Contract with respect to the Columbia Business including, to the extent applicable and appropriate, upon the request and at the sole cost and expense of CPG, NiSource or the applicable NiSource Parties using commercially reasonable efforts and in a commercially reasonable time-frame to pursue breach of warranty claims under such Shared Contract with respect to the CPG Business on the applicable CPG Parties’ behalf where such right to pursue a breach is not passed on to CPG. In any such arrangement, the Columbia Parties will, with respect to that portion of the Shared Contract relating to the Columbia Business, (A) bear the sole responsibility for completion of the work or provision of goods and services, (B) bear all Taxes with respect thereto or arising therefrom, (C) be solely entitled to all benefits thereof, economic or otherwise, including the receipt of all goods and services thereunder, (D) be solely responsible for any amounts due thereunder, any warranty or breach thereof, any repurchase, indemnity and service obligations thereunder and any damages related to termination of such Shared Contract, (E) promptly reimburse the reasonable costs and expenses of NiSource and the applicable NiSource Party related to such activities and (F) be entitled to receive copies of all correspondence and invoices delivered to or by any NiSource Party with respect to such Shared Contract. (e) With respect to each Shared Contract that is the subject of an arrangement contemplated by Section 5.2(d), NiSource, on behalf of itself and each of the NiSource Parties, shall indemnify, defend and hold harmless each of the Columbia Parties from and against any and all Expenses or Losses incurred or suffered by one or more of the Columbia Parties in connection with, relating to, arising out of or due to, directly or indirectly, that portion of the Shared Contract relating to the NiSource Business. With respect to each Shared Contract that is the subject of an arrangement contemplated by Section 5.2(d), Columbia, on behalf of itself and each of the Columbia Parties, shall indemnify, defend and hold harmless each of the NiSource Parties from and against any and all Expenses or Losses incurred or suffered by one or more of the NiSource Parties in connection with, relating to, arising out of or due to, directly or indirectly, that portion of the Shared Contract relating to the Columbia Business. (f) No NiSource Party or Columbia Party shall be required to pay any consideration to any Third Party in connection with implementing the arrangements contemplated by this Section 5.2. (g) The parties shall follow the procedures specified in Section 10.2 in the event of any dispute regarding the rights and obligations of the NiSource Parties or the Columbia Parties with respect to any Shared Contract that is the subject of an arrangement contemplated by Section 5.2(d).

Shared Contracts. The Parties (a) With respect to Shared Contractual Liabilities pursuant to, under or relating to a given Shared Contract, such Shared Contractual Liabilities shall, unless otherwise allocated pursuant to this Agreement or an Ancillary Agreement, be allocated between Seller and Buyer (or the Company, as applicable) as follows: (i) If a Liability or obligation is incurred exclusively in respect of the Rolling Mill Business or the Excluded Businesses, such Liability or obligation shall cause be allocated to Buyer (in respect of the members Rolling Mill Business) or Seller (in respect of their respective Groups tothe Excluded Businesses); (ii) If a Liability or obligation cannot be so allocated under clause (i) above, such Liability or obligation shall be allocated to Seller or Buyer, as the case may be, based on the relative proportions of total benefit received (over the term of the Shared Contract remaining as of the Closing Date, measured as of the date of the allocation) by the Rolling Mill Business or the Excluded Business under the relevant Shared Contract. Notwithstanding the foregoing, each of Seller and Buyer shall be responsible for any or all Liability or obligation arising from its (or its Subsidiary’s) breach of the relevant Shared Contract to which this Section 5.21 otherwise pertains; provided, however, that each of Seller and Buyer shall be entitled to indemnification from the other for the portion of any Liability or obligation arising from any breach of the relevant Shared Contract by the other party (or its Subsidiary), which indemnification shall be separate from and not subject to the limitations set forth in Section 9.7. (b) If Seller or any Retained Subsidiaries, on the one hand, or Buyer or any of its Subsidiaries, on the other hand, receives any benefit or payment which under any Shared Contract was intended for the other, Seller and Buyer will use their respective reasonable best efforts to, and to work together cause their respective Subsidiaries to, deliver such benefit or payment to the other party. (andc) Notwithstanding anything to the contrary herein, if necessary the parties agree that the Shared Contracts listed on Schedule Section 5.21(c)(i) shall not be deemed to be Rolling Mill Assets hereunder and desirableare Excluded Assets (the “Excluded Shared Contracts”). Without limiting the foregoing, the parties have determined that it is advisable that certain Shared Contracts, which are identified on Schedule Section 5.21(c)(ii), be separated into separate Contracts between the appropriate Third Party and either the Excluded Businesses or the Rolling Mill Business. The parties agree to work cooperate and use reasonable best efforts prior to the Closing (with no obligation on the third part of either party to pay any costs or fees with respect to such Shared Contractassistance) in an effort to divide, partially assign, modify and/or replicate (in whole or in part) effect 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 separation 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 Contracts. If 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, Contracts are not able separated at Closing, the parties agree 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 continue to provide that, following each other with reasonable cooperation and assistance in effecting 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 separation of such Shared Contract Contracts and shall treat the same as contemplated by Shared Contracts or take such reasonable steps as are necessary to provide each party the previous sentence is effected, a member benefit 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 ContractContracts.

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 remaining term of the Shared Contract, measured starting 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 Trinity or any member of the Trinity Group, on the one hand, or Arcosa or any member of the Arcosa Group, on the other hand, receives any benefit or payment under any Shared Contract which was intended for the other Party or its Group, Trinity, on the one hand, or Arcosa, on the other hand, as applicable, 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 Trinity Group or the Arcosa Group, as applicable. The Parties shall use their commercially reasonable efforts to separate the Shared Contracts which are identified on Schedule 2.8(c)(i) into separate Contracts between the appropriate Third Party and either (i) Arcosa or a member of the Arcosa Group or (ii) Trinity or a member of the Trinity Group. Trinity or a member of the Trinity Group will use commercially reasonable efforts to assign the rights and obligations, but only to the extent relating to the Arcosa Business, under the Shared Contracts which are identified on Schedule 2.8(c)(ii) to Arcosa or a member of the Arcosa Group. The Parties agree to cooperate and provide reasonable assistance prior to the Effective Time and for a period of six (6) months following the Effective Time (with no obligation on the part of either Party to pay any costs or fees with respect to such assistance) in effecting the separation or assignment of such Shared Contracts as described above. (d) Each of Trinity and Arcosa shall, and shall cause the members of their respective Groups Group to, use (i) treat for all Tax purposes the portion of each Shared Contract inuring to their respective reasonable best efforts to work together (andBusiness as an Asset owned by, 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 membersof, as applicable, are such Party, or the members of such Party's Group, as applicable, not able to enter into an arrangement to formally divide, partially assign, modify and/or replicate such Shared Contract prior to later than the Distribution as contemplated by the previous sentence, then the Parties shallEffective Time, and shall cause their respective Group members to, cooperate in (ii) neither report nor take any lawful arrangement to provide that, following the Distribution and until the earlier Tax position (on a Tax Return or otherwise) inconsistent with such treatment (unless required by applicable Law or a good faith resolution 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 ContractTax Contest).

Shared Contracts. The Parties shallPrior to the Closing, the Seller and Purchaser shall cause the members of their respective Groups to, use their respective commercially reasonable best efforts to work together (andand with the other parties to the contracts listed on Section 5.15 of the Seller Letter, if necessary and desirableany (the “Shared Contracts”), to work with the third party to such Shared Contract) in an effort to (i) divide, partially assign, modify and/or replicate (in whole or in part) the respective rights and obligations under the Shared Contracts and in respect of any (ii) if possible, novate the respective rights and obligations under the Shared ContractContracts, such that (a) a member that, effective as of the BNED Group Closing, (y) the Purchaser (or its designee) is the beneficiary of the rights and is responsible for the obligations related to that portion of such the Shared Contract relating that is related to the BNED Business or any Transferred Entity (the “BNED Business Portion”)) (so that, which subsequent to the Closing, the Seller or its affiliates shall have no rights shall be a BNED Asset and which or obligations shall be a BNED Liability with respect to the Business Portion of the Shared Contract) and (bz) a member of the B&N Group Seller or its affiliates is the beneficiary of the rights and is responsible for the obligations related to such the Shared Contract not relating to other than the BNED Business Portion (the “B&N Non-Business Portion”) (and Purchaser (or its designees) shall have no rights or obligations with respect to the Non-Business Portion of the Shared Contract), 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, applicable parties are not able to enter into an arrangement to formally divide, partially assign, modify and/or replicate such one or more Shared Contract Contracts prior to the Distribution Closing as contemplated by the previous sentence, then each of the Parties shallparties shall use its commercially reasonable efforts and cooperate with the other (at its sole cost and expense) to obtain such an arrangement as quickly as practicable after the Closing; provided, however, that no party shall be required to pay or commit to pay any amount to (or incur any obligation in favor of) any Person from whom such arrangement may be required (other than nominal filing or application fees) in connection with obtaining any such arrangement. Prior to the obtaining of any such arrangement, Seller shall not cause and shall cause their respective Group members touse commercially reasonable efforts to not permit the Shared Contract to lapse, be violated, become subject to a Lien or otherwise be adversely affected (without Purchaser’s prior written consent) and shall cooperate with Purchaser (or its designee) in any reasonable and lawful arrangement arrangements to provide that, following to Purchaser (or its designee) the Distribution and until benefits of use of the earlier Business Portion 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 for its term and, to the previous sentence is effectedextent Purchaser (or its designee) receives such benefits, a member of it will perform the BNED Group shall receive the interest in the benefits and obligations of the BNED Seller or its affiliates under the Business 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. The Purchaser and the Seller shall participate jointly in any negotiations with parties to the Shared Contracts.

Shared Contracts. The (a) With respect to Shared Contractual Liabilities relating to, arising out of or resulting from a given Shared Contract, such Shared Contractual Liabilities shall be allocated, unless otherwise allocated pursuant to this Agreement or any 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, each Party or Group shall be responsible for fifty percent (50%) of such Liability. 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 Crane Holdings, Co. (and, after the Effective Time, Crane NXT, Co.) or any member of the Crane NXT Group, on the one hand, or Crane Company or any member of the Crane Company Group, on the other hand, receives any benefit or payment under any Shared Contract which was intended for the other Party or its Group, Crane Holdings, Co. (and, after the Effective Time, Crane NXT, Co.), on the one hand, or Crane Company, on the other hand, as applicable, 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) Each of Crane Holdings, Co. (and, after the Effective Time, Crane NXT, Co.) and Crane Company shall, and shall cause the members of their its respective Groups Group to, use their respective reasonable best efforts to work together (and, if necessary and desirable, to work with i) treat for all Tax purposes 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 each Shared Contract relating inuring to the BNED Business (the “BNED Portion”)its respective Businesses as an Asset owned by, which rights shall be and/or 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 membersof, as applicable, are such Party, or the members of such Party’s Group, as applicable, not able to enter into an arrangement to formally divide, partially assign, modify and/or replicate such Shared Contract prior to later than the Distribution as contemplated by the previous sentence, then the Parties shallEffective Time, and shall cause their respective Group members to, cooperate in (ii) neither report nor take any lawful arrangement to provide that, following the Distribution and until the earlier Tax position (on a Tax Return or otherwise) inconsistent with such treatment (unless required by applicable Law or a good faith resolution 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 ContractTax Contest).

Shared Contracts. (a) The Parties shall, and shall cause the members of their respective Groups Group Members to, use their respective commercially reasonable best efforts to work together (and, if necessary and desirable, to work with the third party 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 (ai) a member of the BNED an EHP Group Member is the beneficiary of the rights and is responsible for the obligations Liabilities related to that portion of such Shared Contract relating to the BNED EHP Business (the “BNED EHP Portion”), which rights shall be a BNED an EHP Asset and which obligations shall be a BNED an EHP Liability and (bii) a member of the B&N an EPC Group Member is the beneficiary of the rights and is responsible for the obligations Liabilities related to such Shared Contract not relating to the BNED EHP Business (the “B&N EPC Portion”), which rights shall be a B&N an EPC Asset and which obligations shall be an EPC Liability; provided, however, that in no event shall either Party or its respective Subsidiaries be required to assign or amend any Shared Contract in its entirety or to assign a B&N Liabilityportion of any Shared Contract that is not assignable or cannot be amended by its terms (including any terms imposing Consents or conditions on an assignment where such Consents or conditions have not been obtained or fulfilled). If the Parties, or their respective Group membersMembers, 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 Effective Time as contemplated by the previous sentence, then the Parties shall, and shall cause their respective Group members Members to, take such other reasonable and permissible actions (including by providing prompt notice to the other party with respect to any relevant claim of Liability or other relevant matters arising in connection with a Shared Contract so as to allow such other party the ability to exercise any applicable rights under such Shared Contract) and cooperate in any lawful arrangement to provide that, following the Distribution Effective Time and until the earlier of five two 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) the Assets associated with that the EHP Portion of such Shared Contract shall be enjoyed by EHP or another EHP Group Member; (B) the Liabilities associated with the EHP Portion of such Shared Contract shall borne by EHP or another EHP Group Member; (C) the Assets associated with the EPC Portion of such Shared Contract shall be enjoyed by EPC or another EPC Group Member; and (D) the Liabilities associated with the EPC Portion of such Shared Contract shall be borne by EPC or another EPC Group Member. (b) Each of EPC and EHP shall, and shall cause its Group Members to, (i) treat for all relevant Tax purposes the portion of each Shared Contract inuring to its respective businesses as Assets owned by, and/or Liabilities of, as applicable, such party, or its subsidiaries, as applicable, not later than the Effective Time, and (ii) neither report nor take any Tax position (on a Tax Return or otherwise) inconsistent with such treatment (unless required by applicable Law). (c) Nothing in this Section 2.05 shall require any member of any Group to make any non-de minimis payment (except for payment obligations under the applicable Shared Contract, or to the extent advanced, assumed or agreed in advance to be reimbursed by any member of the BNED Group shall receive other Group), incur any non-de minimis obligation or grant any non-de minimis material for the interest in the benefits and obligations benefit of the BNED Portion under such Shared Contract and a any member of the B&N any other Group shall receive the interest in the benefits and obligations of the B&N Portion under such Shared Contractorder to effect any transaction contemplated by this Section 2.05.

Shared Contracts. The Parties (a) With respect to the Shared Contracts, from the date of this Agreement until the earlier of the valid termination of this Agreement and twelve (12) months following the Closing Date, Columbus and Cabot Parent shall, and shall cause the members of their respective Groups Subsidiaries to, use their respective reasonable best efforts to work together (and, if necessary and desirable, to work reasonably cooperate with the third party to such Shared Contract) each other in an effort to divide, partially assign, modify and/or or replicate (in whole or in part, including by entering into stand-alone Contracts or other arrangements) the respective rights and obligations under and in respect of any Shared Contract, such that (a) a member that, effective as of the BNED Group Closing, (i) Columbus or one or more of its Subsidiaries is the beneficiary of the rights and privileges and is responsible for for, and retains or assumes the Liabilities, obligations and burdens related to that to, the portion of such Shared Contract relating to for the BNED Cabot Business (the “BNED Business Portion”), which rights shall be a BNED Asset and which obligations shall be a BNED Liability ) and (bii) a member Cabot Parent or one or more of the B&N Group its Subsidiaries is the beneficiary of the rights and privileges and is responsible for for, and retains or assumes the Liabilities, obligations and burdens related to to, the portion of such Shared Contract not relating to the BNED Business for any Excluded Businesses (the “B&N Non-Business Portion”), which rights shall be a B&N Asset . (b) If Columbus and which obligations shall be a B&N Liability. If the PartiesCabot Parent, or their respective Group membersSubsidiaries, as applicable, do not or are not able to (but only for so long as they are not able to) enter into an arrangement to formally divide, partially assign, modify and/or or replicate such one or more Shared Contract Contracts as contemplated by Section 5.23(a) prior to the Distribution as contemplated by Closing, then, for a period of twelve (12) months following the previous sentenceClosing Date, then the Parties Columbus and Cabot Parent shall, and shall cause their respective Group members Subsidiaries to, reasonably cooperate in any lawful arrangement to provide that, effective following the Distribution Closing, Columbus or its applicable Subsidiary shall retain or receive the benefits and until retain or assume the earlier Liabilities of five years the Business Portion of such Shared Contract and Cabot Parent or its applicable Subsidiary shall retain the benefits and retain the Liabilities of the Non-Business Portion of such Shared Contract; provided, however, that, subject to Section 5.4, except as expressly provided in the Transition Services Agreement or the Reverse Transition Services Agreement (including the schedules thereto) (or the Transition Services Term Sheet or the Reverse Transition Services Term Sheet, if such term sheet has not been replaced and superseded by the Transition Services Agreement or Reverse Transition Services Agreement), no party shall be required to (i) violate the terms of such Shared Contract or any applicable Law; (ii) extend, modify, revise or amend any provision of any of the Shared Contracts; (iii) furnish any consideration (unless reimbursed by another party hereto); (iv) incur any material Liability or compromise any material right, asset or benefit; (v) commence, defend or participate in any Action; (vi) offer or grant any accommodation (financial or otherwise) (unless, in the case of an accommodation that is purely financial, reimbursed by another party hereto); or (vii) take any action in furtherance of this Section 5.23 that would require any of the foregoing; provided, however, that in no event shall either party or its Subsidiaries be entitled to receive such rights and benefits beyond the term of such Shared Contract and neither party nor its Subsidiaries shall have any obligation to renew or replace such Shared Contract upon the expiration or termination thereof. (c) From and after the Distribution Date Closing, Columbus or its Subsidiaries, or Cabot Parent or its Subsidiaries, as applicable, shall bear the Liabilities and Losses associated with, and shall indemnify and hold Cabot Parent and its Subsidiaries, or Columbus and its Subsidiaries, as applicable, harmless from any Liabilities incurred by Cabot Parent or any of its Subsidiaries, or Columbus or any of its Subsidiaries, as applicable, with respect to, any arrangement entered into in connection with this Section 5.23 such time that the parties would be placed in a substantially similar position as if such Shared Contract had been partially assigned, transferred, conveyed, divided, modified, replicated and/or novated at the formal divisionClosing. Columbus or its Subsidiaries shall perform, partial assignmentat its sole cost and expense, modification and/or replication the obligations of Cabot Parent or its Subsidiaries to be performed after the Closing under the Business Portion of such Shared Contract as contemplated by if such portion were partially assigned, transferred, conveyed, divided, modified, replicated and/or novated hereunder. Cabot Parent or its Subsidiaries shall perform, at its sole cost and expense, the previous sentence is effected, a member of the BNED Group shall receive the interest in the benefits and obligations of Columbus or its Subsidiaries to be performed after the BNED Closing under the Non-Business Portion under of such Shared Contract as if such portion were partially assigned, transferred, conveyed, divided, modified, replicated and/or novated hereunder. (d) From and after the Closing, except as expressly set forth in any Ancillary Agreement or this Section 5.23, none of Columbus, Cabot, the Transferred Subsidiaries or any of their respective Affiliates shall have any right, title, interest, preference, or remedy in respect of a member Shared Contract or other service shared by Cabot Parent and its Subsidiaries, and shall not be entitled to any service or product or to otherwise use or avail itself of any Shared Contract or other such shared service. (e) No later than forty-five (45) days following the B&N Group date hereof, Cabot Parent shall receive deliver to Columbus a list of all material Shared Contracts reasonably identified by Cabot Parent as of such date, and shall thereafter through the interest in the benefits and obligations Closing, use commercially reasonable efforts to notify Columbus of the B&N Portion under any updates to such list to include newly identified Shared ContractContracts.

Shared Contracts. (a) The Parties shall, and shall cause the members of their respective Groups to, use their respective commercially 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 or replicate (in whole or in part) the respective rights and obligations under and in respect of any Shared Contract, Contract such that (ai) a member of the BNED SpinCo 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 SpinCo Business (the “BNED SpinCo Portion”), which rights shall be a BNED SpinCo Asset and which obligations shall be a BNED Liability SpinCo Liability, and (bii) a member of the B&N Parent Group is the beneficiary of the rights and is responsible for the obligations related to such Shared Contract not relating to the BNED SpinCo Business (the “B&N Parent Portion”), which rights shall be a B&N Parent Asset and which obligations shall be a B&N Parent 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 and/or or replicate such Shared Contract prior to the Distribution as contemplated by the previous immediately preceding sentence, and subject to the other provisions of this Section 2.04, then the Parties shall, and shall cause their respective Group members to, cooperate in any lawful reasonable and permissible arrangement as determined by Parent 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 effectedDistribution, a member of the BNED SpinCo Group shall receive the interest in the benefits and obligations of the BNED SpinCo Portion under such Shared Contract and a member of the B&N Parent Group shall receive the interest in the benefits and obligations of the B&N Parent Portion under such Shared Contract, it being understood that no Party shall have Liability to the other Party for the failure of any third party to perform its obligations under any such Shared Contract. (b) Nothing in this Section 2.04 shall require either Party or any member of its Group to contribute capital or pay or grant any consideration or concession in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person (other than reasonable out-of-pocket expenses, attorneys’ fees and expenses and recording or similar fees of a third-party counterparty to a Shared Contract that are incurred in connection with the applicable division, partial assignment, modification or replication of such Shared Contract, in each case, if requested by such counterparty); provided that each Party shall be responsible for its own reasonable out-of-pocket expenses and attorneys’ fees and expenses and the member of the Party’s Group entitled to such Asset or intended to assume such Liability shall be responsible for recording or similar fees. For the avoidance of doubt, reasonable out-of-pocket expenses and recording or similar fees shall not include any purchase price, license fee, or other payment or compensation for the procurement of any asset secured to replace an Asset in the course of a Party’s obligation under Section 2.04(a).

Shared Contracts. The Parties shall, and shall cause (i) Fox (including on behalf of the other members of their respective Groups to, the Fox Group) shall use their respective reasonable best efforts to work together separate and cause the applicable member of the Newco Group or the applicable Direct Sales Entity (and, if necessary and desirable, or the applicable Subsidiary of a Direct Sales Entity) to work enter into new agreements with the third party counterparties to such the Fox Shared ContractContracts prior to the Separation, so that the Newco Group or the applicable Direct Sales Entity (or the applicable Subsidiary of a Direct Sales Entity) in an effort will be entitled to divide, partially assign, modify and/or replicate (in whole or in part) the respective rights and obligations under interests of, and in respect will be subject to the Liabilities under, such Fox Shared Contract to the extent related to the A&S Business. Upon such separation of any a Fox Shared Contract, such the separated Contract that is related to the A&S Business will be a Newco Contract and the other separated Contract will be an Excluded Asset. To the extent that Fox is unable or the counterparties are unwilling to enter into agreements with respect to any Fox Shared Contract, Fox (a) a or the applicable member of the BNED Group Fox Group) will partially assign the A&S Business functions to Newco or the applicable Direct Sales Entity (or the applicable Subsidiary of a Direct Sales Entity) in the manner agreed to by the Parties (but only if such Fox Shared Contract is assignable) and in the beneficiary event that such partial assignment is not permitted by the terms of the rights and is responsible for the obligations related to that portion of such applicable Fox Shared Contract relating or consented to by the BNED Business (applicable counterparty, Fox shall use reasonable best efforts to provide for an alternative arrangement so that the “BNED Portion”), which rights shall be a BNED Asset and which obligations shall be a BNED Liability and (b) a applicable member of the B&N Newco Group is or the beneficiary applicable Direct Sales Entity (or the applicable Subsidiary of a Direct Sales Entity) will have the rights benefits 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 burdens of such Fox Shared Contract as contemplated by though it had been partially assigned; provided, however, that no member of the previous sentence is effectedFox Group shall be required to make any payments (other than as provided for in the underlying Contract) to any third party in connection with the foregoing; provided, further, that Fox shall obtain Ainge’s express written consent (such consent not to be unreasonably withheld, conditioned or delayed) prior to agreeing to any waiver, amendment, modification or termination under any such Fox Shared Contract if such waiver, amendment, modification or termination would have the effect of limiting or restricting the rights or interests of, or increasing the costs to, a member of the BNED Newco Group or the applicable Direct Sales Entity (or the applicable Subsidiary of a Direct Sales Entity), under such Fox Shared Contract. Newco shall receive cooperate with Fox in connection with the interest entering into of any new agreement or partial assignment. The obligations set forth in the first sentence of this Section 1.8(c)(i) regarding Fox use of reasonable best efforts to separate and assign Fox Shared Contracts shall terminate on the eighteen (18) month anniversary of the Closing Date, and the obligations set forth in the remainder of this Section 1.8(c)(i), including the obligations of Fox to use reasonable best efforts to provide for alternative arrangements, shall survive for the duration of the term of the applicable Contract (without any obligation to renew or extend). (ii) Newco (including on behalf of the other members of the Newco Group) shall use reasonable best efforts to separate and cause the applicable member of the Fox Group to enter into new agreements with the counterparties to the Newco Shared Contracts prior to the Separation, so that the Fox Group will be entitled to the rights and interests of, and will be subject to the Liabilities under, such Newco Shared Contract to the extent not related to the A&S Business. Upon such separation of a Newco Shared Contract, the separated Contract that is related to the A&S Business will be a Newco Contract and the other separated Contract will be an Excluded Asset. To the extent that Newco is unable or the counterparties are unwilling to enter into agreements with respect to any Newco Shared Contract, Newco (or the applicable member of the Newco Group) will partially assign the non-A&S Business functions to Fox in the manner agreed to by the Parties (but only if such Newco Shared Contract is assignable) and in the event that such partial assignment is not permitted by the terms of the applicable Newco Shared Contract or consented to by the applicable counterparty, Newco shall use reasonable best efforts to provide for an alternative arrangement so that the applicable member of the Fox Group will have the benefits and obligations burdens of the BNED Portion under such Newco Shared Contract and a as though it had been partially assigned; provided, however, that no member of the B&N Newco Group shall receive the interest be required to make any payments (other than as provided for in the benefits underlying Contract) to any third party in connection with the foregoing; provided, further, that Newco shall obtain Fox’s written consent (such consent not to be unreasonably withheld, conditioned or delayed) prior to agreeing to any waiver, amendment, modification or termination under any such Newco Shared Contract if such waiver, amendment, modification or termination would have the effect of limiting, restricting the rights or interests of, or increasing the costs to, the Fox Group under such Newco Shared Contract. Fox shall cooperate with Newco in connection with the entering into of any new agreement or partial assignment. The obligations set forth in the first sentence of this Section 1.8(c)(ii) regarding Newco’s use of reasonable best efforts to separate and assign Newco Shared Contracts shall terminate on the eighteen (18) month anniversary of the Closing Date, and the obligations set forth in the remainder of this Section 1.8(c)(ii), including the obligations of Newco to use reasonable best efforts to provide for alternative arrangements, shall survive for the B&N Portion under such Shared Contractduration of the term of the applicable Contract (without any obligation to renew or extend).

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 Subject to Section 2.10(d) and is responsible for the obligations related to that portion of such Shared Contract relating other than with respect to the BNED Business (provision of Services under 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 Transitional Services Agreement or Shared Contract not relating Contracts that are sublicensed to the BNED Business (Company and other Persons in 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 Company 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 pursuant to the Distribution Patent and Know-How License Agreement (Pfizer as contemplated by Licensor) or the previous sentenceTrademark and Copyright License Agreement, then the Parties shall, from 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 Effective Date, Pfizer may, in its sole discretion, make available to 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 Company Group shall receive the interest in the benefits and obligations rights under Shared Contracts to the extent such benefits and rights have historically been and currently are provided to the Animal Health Business. With respect to any Shared Contracts made available to the Company Group pursuant to this Section 2.10(a), (i) no Person in the Company Group shall take any action, or refrain from taking any action, if (A) such action or inaction is reasonably likely to or does result in a breach on the part of any Person in the BNED Portion Pfizer Group under such any Shared Contract and a member of (B) such Person in the B&N Company Group would otherwise be obligated to take or not take such action under the Shared Contract had such Person become severally liable under the Shared Contract at the Effective Date and (ii) each Person in the Company Group shall receive the interest in the benefits reasonably cooperate with Pfizer and, at Pfizer’s reasonable request, take such actions that are permissible and reasonably necessary or desirable to ensure that Pfizer is able to perform its obligations of the B&N Portion constituting Shared Contract Liabilities under such Shared Contract. (b) With respect to Shared Contract Liabilities pursuant to, under or relating to a given Shared Contract, such Shared Contract 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 and (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. (c) If Pfizer or any member of the Pfizer Group, on the one hand, or the Company or any member of the Company Group, on the other hand, receives any benefit or payment under any Shared Contract which was intended for the other party or its Group, Pfizer, on the one hand, or the Company, 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. (d) It shall be the responsibility of the Company to obtain the agreement of the third party that is the counterparty to each Shared Contract to enter into a new Contract effective as of the Effective Date pursuant to which the Company and its Affiliates will receive substantially the same benefits provided by the Shared Contract to the Animal Health Business prior to the Effective Date. Except as expressly provided under the Transitional Services Agreement, none of Pfizer or any other member of the Pfizer Group shall be obligated to make available to the Company Group the benefits and rights under any Shared Contracts. In no event shall Pfizer be liable to the Company for (i) any Liabilities arising out of such new Contracts or (ii) Liabilities arising out of the failure of the Company to obtain any replacement contract.

Shared Contracts. Schedule Section 2.6 contains a complete and accurate list of the Shared Contracts with an annual cost of at least $50,000 per year or $150,000 over the term of the Shared Contract and all Shared Contracts otherwise material to the Purchased Stations, in each case unless terminable without penalty by notice of ninety (90) days or less and not otherwise material (the “Material Shared Contracts”). The Parties shall, and shall cause the members of their respective Groups to, will use their respective reasonable best efforts (and each Party shall cooperate with the other Party) to separate the Shared Contracts into separate Contracts effective as of the Closing so that from and after the Closing, Mediaco will have the sole benefit and Liabilities with respect to each Shared Contract to the extent related to the Mediaco Business and Emmis will have the sole benefit and Liabilities with respect to each Shared Contract to the extent not related to the Mediaco Business. Upon such separation of a Shared Contract, the separated Contract that is related to the Mediaco Business will be a Mediaco Asset and the other separated Contract will be an Excluded Asset. If any Shared Contract is not separated prior to the Closing Date, then such Shared Contract shall be governed under Section 2.3, 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 Mediaco under which the party which is a party to such Shared Contract will use reasonable best efforts to work together (andperform its obligations and exercise its rights thereunder to enable each Group to continue to receive the benefits and assume the obligations, if necessary and desirablein each case, that it received or assumed prior to work with the third party to such Shared Contract) in an effort to divideClosing Date, 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 until such Shared Contract relating expires in accordance with its terms. Emmis and Mediaco 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 Closing, any such separation of a Shared Contract. Neither Emmis nor Mediaco will amend, renew, extend or otherwise modify any Shared Contract without the consent of the other Party to the BNED Business (the “BNED Portion”)extent such amendment, which rights shall be a BNED Asset and which renewal, extension or modification would adversely affect or impose any material 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 Contracton other Party.

Shared Contracts. (1) 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 remaining term of the Shared Contract, measured starting 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. (2) Except as otherwise expressly contemplated in this Agreement or an Ancillary Agreement, if SG Holdings or any member of the SG Holdings Group, on the one hand, or SG DevCo or any member of the SG DevCo Group, on the other hand, receives any benefit or payment under any Shared Contract which was intended for the other Party or its Group, SG Holdings, on the one hand, or SG DevCo, on the other hand, as applicable, 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. (3) 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 SG Holdings Group or the SG DevCo Group, as applicable. The Parties shall use their commercially reasonable efforts to separate the Shared Contracts which are identified on Schedule 2.8(3)(i) into separate Contracts between the appropriate Third Party and either (i) SG DevCo or a member of the SG DevCo Group or (ii) SG Holdings or a member of the SG Holdings Group. SG Holdings or a member of the SG Holdings Group will use commercially reasonable efforts to assign the rights and obligations, but only to the extent relating to the SG DevCo Business, under the Shared Contracts which are identified on Schedule 2.8(3)(ii) to SG DevCo or a member of the SG DevCo Group. The Parties agree to cooperate and provide reasonable assistance prior to the Effective Time and for a period of six (6) months following the Effective Time (with no obligation on the part of either Party to pay any costs or fees with respect to such assistance) in effecting the separation or assignment of such Shared Contracts as described above. (4) Each of SG Holdings and SG DevCo shall, and shall cause the members of their respective Groups Group to, use (i) treat for all Tax purposes the portion of each Shared Contract inuring to their respective reasonable best efforts to work together (andBusiness as an Asset owned by, 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 membersof, as applicable, are such Party, or the members of such Party’s Group, as applicable, not able to enter into an arrangement to formally divide, partially assign, modify and/or replicate such Shared Contract prior to later than the Distribution as contemplated by the previous sentence, then the Parties shallEffective Time, and shall cause their respective Group members to, cooperate in (ii) neither report nor take any lawful arrangement to provide that, following the Distribution and until the earlier Tax position (on a Tax Return or otherwise) inconsistent with such treatment (unless required by applicable Law or a good faith resolution 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 ContractTax Contest).

Shared Contracts. The Parties shall(a) Within 30 days after the date hereof, Seller may deliver an updated Section 3.5(c) of the Disclosure Schedule that sets forth a correct and complete list of Shared Contracts. A Shared Contract that is added to Section 3.5(c) of the Disclosure Schedule pursuant to this Section 5.15(a) is referred to herein as a “Supplemental Shared Contract.” (b) Seller and Purchaser shall cause the members of their respective Groups to, use their respective commercially reasonable best efforts to work together (andarrange for Purchaser or a Purchaser Designee, if necessary and desirableas applicable, to work enter into a new Contract with the third party applicable Third Party to each Shared Contract, which new Contract contains the terms and conditions applicable to the Business as of the date hereof with respect to such Shared Contract. (c) in an effort to divide, partially assign, modify and/or replicate (in whole or in part) In the respective rights and obligations under and in respect of any Shared Contract, such that (a) event a member of the BNED Group new Contract 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 entered into an arrangement to formally divide, partially assign, modify and/or replicate such Shared Contract prior to the Distribution Closing as contemplated by Section 5.15(b), from and after the previous sentenceClosing, then the Parties Seller and Purchaser shall, and shall cause their respective Group members Affiliates to, cooperate in any lawful use commercially reasonable efforts to develop a mutually agreeable arrangement (including by way of amendment or addition of services to provide thatthe Transition Services Agreement) under which (i) Purchaser or a Purchaser Designee would obtain the benefits and assume the obligations under such Shared Contract to the extent applicable to the Business, following including by sub-contracting, sub-licensing, or sub-leasing to Purchaser or such Purchaser Designee (such portion of such Liabilities, the Distribution “Purchaser Portion of the Shared Contract Liabilities” and until the earlier remainder of five years after such Liabilities under such Shared Contract, the Distribution Date and “Seller Portion of the Shared Contract Liabilities”) or (ii) such time as the formal division, partial assignment, modification and/or replication portion of such Shared Contract would be held, as contemplated of and from the Closing Date, by Seller or its applicable Subsidiary in trust for Purchaser or a Purchaser Designee and the previous sentence is effectedcovenants and obligations thereunder would be performed by Purchaser or such Purchaser Designee in Seller’s or such Subsidiary’s name and all benefits, a member obligations and Liabilities existing thereunder to the extent applicable to the Business would be for Purchaser’s or such Purchaser Designee’s account. (d) Notwithstanding anything contained herein to the contrary, with respect to any Supplemental Shared Contracts that involve the licensing or other use of Third Party Intellectual Property Rights that are material to the operation or conduct of the BNED Group shall receive the interest Business, in the benefits and obligations event that the continued license or use of such Intellectual Property Rights in the operation or conduct of the BNED Portion under such Shared Contract and a member Business following the Closing Date would require payment by Purchaser or its Subsidiaries of the B&N Group shall receive the interest more than $2,500,000 in the benefits aggregate during the 12 month period immediately following the Closing Date (after taking into account the availability of any enterprise licenses or similar rights then held by Purchaser and obligations its Subsidiaries), Purchaser and Seller shall negotiate in good faith with respect to the appropriate allocation of the B&N Portion under responsibility for such Shared Contractcosts.

Shared Contracts. The (a) Except as set forth on Schedule VIII, 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 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 SpinCo 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 SpinCo Business (the “BNED SpinCo Portion”), which rights shall be a BNED SpinCo Asset and which obligations shall be a BNED Liability SpinCo Liability, and (b) a member of the B&N Nuance Group is the beneficiary of the rights and is responsible for the obligations related to such Shared Contract not relating to the BNED SpinCo Business (the “B&N Nuance Portion”), which rights shall be a B&N Nuance Asset and which obligations shall be a B&N Nuance 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 and/or 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 reasonable and permissible 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 effectedDistribution, a member of the BNED SpinCo Group shall receive the interest in the benefits and obligations of the BNED SpinCo Portion under such Shared Contract and a member of the B&N Nuance Group shall receive the interest in the benefits and obligations of the B&N Nuance Portion under such Shared Contract, it being understood that no Party shall have Liability to the other Party for the failure of any third party to perform its obligations under any such Shared Contract. (b) Nothing in this Section 2.05 shall require either Party or any member of each of their respective Groups to contribute capital, pay or grant any consideration or concession in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person (other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be reimbursed by the Party or the member of the Party’s Group entitled to such Asset or intended to assume such Liability, as applicable, as promptly as reasonably practicable). For the avoidance of doubt, reasonable out-of-pocket expenses and recording or similar fees shall not include any purchase price, license fee, or other payment or compensation for the procurement of any asset secured to replace an Asset in the course of a Party’s obligation under Section 2.05(a).

Shared Contracts. The Parties shall(a) Notwithstanding anything in this Agreement to the contrary, and shall cause the members of their respective Groups with respect to Liabilities pursuant to, use their respective reasonable best efforts arising under or relating 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 Liabilities shall be allocated between the D▇▇▇ Parties, on the one hand, and the TreeHouse Parties on the other hand, as follows: (ai) first, if a member Liability is incurred exclusively in respect of a benefit received by one Party, the Party receiving such benefit shall be responsible for such Liability; and (ii) second, if a Liability cannot be so allocated under clause (i), such Liability shall be allocated between the Parties based on the relative proportions of total benefit received under the relevant Shared Contract. Notwithstanding the foregoing, each Party shall be responsible for any and all Liabilities arising out of or resulting from its breach of the BNED Group is the beneficiary of the rights and is responsible for the obligations related to that portion of such relevant 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 Contract. (b) a member If any of the B&N Group is D▇▇▇ Parties, on the beneficiary one hand, or any of the rights and is responsible TreeHouse Parties, on the other hand, receive any benefit or payment under any Shared Contract that was intended for the obligations related other Party, the Party receiving such benefit or payment will use commercially reasonable efforts to deliver, transfer or otherwise afford such benefit or payment to the other Party. (c) With respect to any Shared Contract not relating that is transferred to the BNED Business (the “B&N Portion”TreeHouse pursuant to Section 2.1(h)(iv), which TreeHouse shall exercise and exploit its 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 Contracts and a member of the B&N Group shall receive the interest take such other action as may be reasonably requested by D▇▇▇ and at D▇▇▇’▇ expense in order to place D▇▇▇ in the benefits same position it would have been if such Contract had not been transferred as contemplated hereby on the Distribution Date. (d) With respect to any Shared Contract that is not transferred to TreeHouse pursuant to Section 2.1(h)(iv) and obligations of the B&N Portion is instead retained by D▇▇▇, ▇▇▇▇ shall exercise and exploit its rights under such Shared ContractContracts and take such other action as may be reasonably requested by TreeHouse and at TreeHouse’s expense in order to place TreeHouse in the same position it would have been if such Contract had been transferred on the Distribution Date.

Shared Contracts. The Parties Prior to the Closing, each of Seller and Purchaser shall use its commercially reasonable efforts to (a) seek all Consents required under any Material Contract to which Purchaser has provided written notice to Seller that such Consent shall be sought, to consummate the transactions contemplated hereby, (b) assign any Shared Contracts that relate exclusively to the Business, to the Company Subsidiary and (c) cause the Company Group to enter into new Contracts with the counterparties to the Shared Contracts which are primarily, but not exclusively, used in the Business on terms which are in the aggregate no less favorable, in the case of monetary terms, and not materially less favorable, in the case of non-monetary terms, to the Company Group those terms in the existing applicable Shared Contract so that the Company Group shall be entitled to the rights and benefits, and shall be responsible for any related economic burden, relating to the Business thereunder and Seller or its Affiliates shall be entitled to the rights and benefits, and shall be responsible for any economic burden, relating to the balance of the subject matter of such Shared Contract. Neither Seller nor Purchaser shall be obligated to make, and without the prior written consent of Purchaser shall not cause or permit the Company Group to make, or agree to make, any payment or concession to any Third Party in connection with any such consent, assignment or new Contract. If any Shared Contract is not assigned or separated prior to the Closing, Seller and Purchaser shall, and shall cause the members each of their respective Groups Affiliates to, continue to use their respective commercially reasonable best efforts to work together (andcause, for the 12-month period after the Closing or, if necessary and desirableearlier, to work with the third party to until such Shared ContractContract is assigned, separated or expires in accordance with its terms, (i) 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 benefits under each Shared Contract to the extent relating to the BNED Business to be enjoyed by the Company Group, (ii) the “BNED Portion”)economic burden under each Shared Contract to the extent relating to the Business to be borne by the Company Group, which rights shall be a BNED Asset and which obligations shall be a BNED Liability and (biii) a member of the B&N Group is the beneficiary of the rights and is responsible for the obligations related to such benefits under each Shared Contract not to the extent relating to the BNED Business to be enjoyed by the Company Group, and (iv) the “B&N Portion”)economic burden under each Shared Contract to the extent relating to any business other than the Business to be borne by Seller. Nothing in this Section 5.28 shall require Seller, which rights shall be a B&N Asset and which obligations shall be a B&N Liability. If the Parties, Purchaser or any of their respective Group membersAffiliates to make any payment, as applicable, are not able incur any obligation (other than those expressly set forth in this Section 5.28) or grant any concession in order to enter into an arrangement to formally divide, partially assign, modify and/or replicate such Shared Contract prior to the Distribution as effect any transaction 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 Contractthis Section 5.28.

Shared Contracts. The Except as otherwise agreed by Seller and Purchaser in writing or as otherwise provided in this Agreement or any of the Ancillary Agreements (including with respect to any Specified Shared Contracts that relate to services to be provided under the Transition Services Agreement or the Supply Agreement), until the expiration or termination date of any Specified Shared Contract or any other Shared Contract (other than those Excluded Contracts listed on Schedule 1.1(c) which are not also Specified Shared Contracts) (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, shall (and shall cause the members of their respective Groups Affiliates to, ) use their respective commercially reasonable best efforts to work together (andobtain or structure an arrangement for Purchaser to obtain the claims, 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 benefits, and assume the corresponding liabilities and obligations under and in respect thereunder (other than to the extent relating to or arising out of any Shared Contract, such that (a) a member breach or other violation 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 sentenceClosing), then the Parties shall, and shall cause their respective Group members to, cooperate in of such portion of 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 that relates to and is allocated to the Program Business, as contemplated reasonably determined by Seller and Purchaser; provided, however, that Purchaser shall be under no obligation to enter into any such arrangement with respect to, or obtain any claims, rights and benefits, or assume any corresponding liabilities and obligations under, any Shared Contract other than a Specified Shared Contract; provided, further, that Seller and its Affiliates shall not be required to take any action that would, in the previous sentence is effectedgood-faith judgment of Seller upon the advice of outside counsel, constitute a member breach or other contravention of the BNED Group shall receive the interest in the benefits and obligations rights of the BNED Portion under any other party to such Shared Contract or be ineffective under, or contravene, applicable Law. With respect to Shared Contractual Liabilities pursuant to, under or relating to any Specified Shared Contract, such Shared Contractual Liabilities shall be allocated between Seller and Purchaser as follows: (i) if a member liability is incurred solely in respect of either the Program Business or the other businesses of Seller or any of its Affiliates, such liability shall be allocated to Purchaser (in respect of the B&N Group shall receive the interest Transferred Assets) or Seller (in the benefits and obligations respect of the B&N Portion other businesses of Seller or any of its Affiliates); and (ii) if a liability cannot be so allocated under clause (i), such liability shall be allocated to Seller or Purchaser, as the case may be, based on the relative proportion of total benefit received by Purchaser in respect of the Program Business and Seller or any of its Affiliates in respect of its other businesses under the relevant Specified Shared Contract, as reasonably determined by Seller and Purchaser. Notwithstanding the foregoing, each of Seller and Purchaser shall be responsible for any or all liabilities arising from its (or its Affiliates’) direct or indirect breach of any Specified Shared Contract.

Shared Contracts. (a) The Parties shall, and shall cause the members of their respective Groups to, use their respective reasonable best commercial efforts to work together (and, if necessary and desirable, until the earlier of two years after the Distribution Date and such time as the formal division, partial assignment, modification or replication of such Shared Contract is effected, to work with the third party to such Shared Contract) in an effort to divide, partially assign, modify and/or or replicate (in whole or in part) the respective rights and obligations under and in respect of any Shared Contract, such that (ai) a member of the BNED Constellation 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 Constellation Business (the “BNED Constellation Portion”), which rights shall be a BNED Constellation Asset and which obligations shall be a BNED Liability Constellation Liability, and (bii) a member of the B&N Exelon Group is the beneficiary of the rights and is responsible for the obligations related to such Shared Contract not relating to the BNED Constellation Business (the “B&N Exelon Portion”), which rights shall be a B&N Exelon Asset and which obligations shall be a B&N Exelon 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 and/or 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 reasonable and permissible arrangement to provide that, following the Distribution and until the earlier of five two years after the Distribution Date and such time as the formal division, partial assignment, modification and/or or replication of such Shared Contract as contemplated by the previous sentence is effected, a member of the BNED Constellation Group shall receive the interest in the benefits and obligations of the BNED Constellation Portion under such Shared Contract and a member of the B&N Exelon Group shall receive the interest in the benefits and obligations of the B&N Exelon Portion under such Shared Contract, it being understood that no Party shall have Liability to the other Party for the failure of any third party to perform its obligations under any such Shared Contract. (b) Nothing in this Section 2.2 shall require either Party nor any member of their respective Groups to contribute capital, pay or grant any consideration or concession in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person (other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be reimbursed by the Party or the member of the Party’s Group entitled to such Asset or intended to assume such Liability, as applicable, as promptly as reasonably practicable). For the avoidance of doubt, reasonable out-of-pocket expenses, and recording or similar fees shall not include any purchase price, license fee or other payment or compensation for the procurement of any asset secured to replace an Asset in the course of a Party’s obligation under Section 2.2(a).

Shared Contracts. The (a) Except as set forth on Schedule IX, 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 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 SpinCo 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 SpinCo Business (the “BNED SpinCo Portion”), which rights shall be a BNED SpinCo Asset and which obligations shall be a BNED Liability SpinCo Liability, and (b) a member of the B&N Honeywell Group is the beneficiary of the rights and is responsible for the obligations related to such Shared Contract not relating to the BNED SpinCo Business (the “B&N Honeywell Portion”), which rights shall be a B&N Honeywell Asset and which obligations shall be a B&N Honeywell 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 and/or 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 reasonable and permissible arrangement to provide that, following the Distribution and until the earlier of five years one year after the Distribution Date and such time as the formal division, partial assignment, modification and/or or replication of such Shared Contract as contemplated by the previous sentence is effected, a member of the BNED SpinCo Group shall receive the interest in the benefits and obligations of the BNED SpinCo Portion under such Shared Contract and a member of the B&N Honeywell Group shall receive the interest in the benefits and obligations of the B&N Honeywell Portion under such Shared Contract, it being understood that no Party shall have Liability to the other Party for the failure of any third party to perform its obligations under any such Shared Contract. (b) Nothing in this Section 2.05 shall require either Party or any member of their respective Groups to contribute capital, pay or grant any consideration or concession in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person (other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be reimbursed by the Party or the member of the Party’s Group entitled to such Asset or intended to assume such Liability, as applicable, as promptly as reasonably practicable). For avoidance of doubt, reasonable out-of-pocket expenses, and recording or similar fees shall not include any purchase price, license fee or other payment or compensation for the procurement of any asset secured to replace an Asset in the course of a Party’s obligation under Section 2.05(a).

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 AdvanSix 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 AdvanSix Business (the “BNED AdvanSix Portion”), which rights shall be a BNED AdvanSix Asset and which obligations shall be a BNED AdvanSix Liability and (b) a member of the B&N Honeywell Group is the beneficiary of the rights and is responsible for the obligations related to such Shared Contract not relating to the BNED AdvanSix Business (the “B&N Honeywell Portion”), which rights shall be a B&N Honeywell Asset and which obligations shall be a B&N Honeywell 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 AdvanSix Group shall receive the interest in the benefits and obligations of the BNED AdvanSix Portion under such Shared Contract and a member of the B&N Honeywell Group shall receive the interest in the benefits and obligations of the B&N Honeywell Portion under such Shared Contract.

Shared Contracts. The Other than as may be mutually agreed by the Parties, the Parties shall, and shall cause the members of their respective Groups to, will use their respective 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 (other than Shared Contracts that the Parties have mutually agreed not to separate) 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 work together (andperform its obligations and exercise its rights thereunder to enable each Group to continue to receive the benefits and assume the obligations, if necessary and desirablein each case, to work with the third party to such Shared Contract) in an effort to divide, partially assign, modify and/or replicate (in whole that it received 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 assumed prior to the Distribution as contemplated by the previous sentenceDate, 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 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 previous sentence is effectedDistribution, any such separation of a Shared Contract. No member of either Group will amend, renew, extend or otherwise modify any Shared Contract without the consent of the applicable member of the BNED other Group shall receive to the interest in the benefits and extent such amendment, renewal, extension or modification would adversely affect or impose any material obligations of the BNED Portion under such Shared Contract and a on any member of the B&N Group shall receive the interest in the benefits and obligations of the B&N Portion under such Shared Contractother Group.

Shared Contracts. The (a) Except as set forth on Section 2.04 of the Disclosure Letter and subject to Article III, 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 or replicate (in whole or in part) the respective rights and obligations under and in respect of any Shared Contract, such that (ai) a member of the BNED SpinCo 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 SpinCo Business (the “BNED SpinCo Portion”), which rights shall be a BNED SpinCo Asset and which obligations shall be a BNED Liability SpinCo Liability, and (bii) a member of the B&N Parent Group is the beneficiary of the rights and is responsible for the obligations related to such Shared Contract not relating to the BNED SpinCo Business (the “B&N Parent Portion”), which rights shall be a B&N Parent Asset and which obligations shall be a B&N Parent 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 and/or or replicate such Shared Contract prior to the Distribution as contemplated by the previous immediately preceding sentence, and subject to the other provisions of this Section 2.04, then the Parties shall, and shall cause their respective Group members to, cooperate in any lawful reasonable and permissible arrangement as determined by Parent 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 effectedDistribution, a member of the BNED SpinCo Group shall receive the interest in the benefits and obligations of the BNED SpinCo Portion under such Shared Contract and a member of the B&N Parent Group shall receive the interest in the benefits and obligations of the B&N Parent Portion under such Shared Contract, it being understood that no Party shall have Liability to the other Party for the failure of any third party to perform its obligations under any such Shared Contract. (b) Nothing in this Section 2.04 shall require either Party or any member of its Group to contribute capital, pay or grant any consideration or concession in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person (other than reasonable out-of-pocket expenses, attorneys’ fees and expenses and recording or similar fees of a third-party counterparty to a Shared Contract that are incurred in connection with the applicable division, partial assignment, modification or replication of such Shared Contract, in each case, if requested by such counterparty); provided, that each Party shall be responsible for its own reasonable out-of-pocket expenses and attorneys’ fees and expenses and the member of the Party’s Group entitled to such Asset or intended to assume such Liability shall be responsible for recording or similar fees. For the avoidance of doubt, reasonable out-of- pocket expenses and recording or similar fees shall not include any purchase price, license fee, or other payment or compensation for the procurement of any asset secured to replace an Asset in the course of a Party’s obligation under Section 2.04(a).

Shared Contracts. The (a) Except as set forth on Schedule IX, 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 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 SpinCo 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 SpinCo Business (the “BNED SpinCo Portion”), which rights shall be a BNED SpinCo Asset and which obligations shall be a BNED Liability SpinCo Liability, and (b) a member of the B&N Parent Group is the beneficiary of the rights and is responsible for the obligations related to such Shared Contract not relating to the BNED SpinCo Business (the “B&N Parent Portion”), which rights shall be a B&N Parent Asset and which obligations shall be a B&N Parent 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 and/or or replicate such Shared Contract prior to the Distribution as contemplated by the previous sentence, and subject to the other provisions of this Section 2.04, then the Parties shall, and shall cause their respective Group members to, cooperate in any lawful reasonable and permissible arrangement as determined by Parent 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 effectedDistribution, a member of the BNED SpinCo Group shall receive the interest in the benefits and obligations of the BNED SpinCo Portion under such Shared Contract and a member of the B&N Parent Group shall receive the interest in the benefits and obligations of the B&N Parent Portion under such Shared Contract, it being understood that no Party shall have Liability to the other Party for the failure of any third party to perform its obligations under any such Shared Contract. (b) Nothing in this Section 2.04 shall require either Party or any member of each of their respective Groups to contribute capital, pay or grant any consideration or concession in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person (other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be reimbursed by the Party or the member of the Party’s Group entitled to such Asset or intended to assume such Liability, as applicable, as promptly as reasonably practicable). For the avoidance of doubt, reasonable out-of-pocket expenses and recording or similar fees shall not include any purchase price, license fee, or other payment or compensation for the procurement of any asset secured to replace an Asset in the course of a Party’s obligation under Section 2.04(a).

Shared Contracts. The Parties shall, and shall cause the members of their respective Groups (a) With respect to Shared Contractual Liabilities pursuant to, use their respective reasonable best efforts under or relating 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 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 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 Infrastructurco or any member of the Infrastructurco Group, on the one hand, or Flowco or any member of the Flowco Group, on the other hand, receives any benefit or payment under any Shared Contract which was intended for the other Party or its Group, Infrastructurco, on the one hand, or Flowco, on the other hand, will use its respective commercially reasonable efforts, to deliver, transfer or otherwise afford such benefit or payment to the other Party in as efficient a manner as can be effected with commercially reasonable efforts. (c) Notwithstanding anything to the contrary herein, the Parties have determined that (a) it is advisable that certain Shared Contracts, or portions thereof, will be separated or assigned to a member of the BNED Infrastructurco Group is or Flowco Group, as applicable. The Parties shall use their commercially reasonable efforts to separate the beneficiary of Shared Contracts which are identified on Schedule 2.9(c) into separate Contracts between the rights appropriate Third Party 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) either Flowco or a member of the B&N Flowco 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, Infrastructurco or a member of the BNED Group shall receive Infrastructurco Group. (d) The Parties agree to cooperate and provide reasonable assistance prior to the interest Effective Time and for a period of twelve (12) months following the Effective Time (with no obligation on the part of either Party to pay any costs or fees with respect to such assistance) in effecting the benefits and obligations separation 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 ContractContracts as described above.

Shared Contracts. The Parties shall(a) Some contracts, agreements and leases relating to the Townsquare Stations or Cumulus Stations, as applicable, may be used in the operation of multiple stations or other business units (each, a “Shared Contract”). Schedule 1.3(a) sets forth all Shared Contracts relating to the Townsquare Stations that are material with respect to the applicable market, and shall cause Schedule 1.3(b) sets forth all Shared Contracts relating to the members of their respective Groups toCumulus Stations that are material with respect to the applicable market. Except as provided by Schedule 1.2(c) or Schedule 1.2(d), use their respective reasonable best efforts to work together (andas applicable, if necessary and desirableat the Closing, 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 Shared Contracts shall be equitably allocated among stations and such other business units in a manner reasonably determined by the parties in accordance with the following equitable allocation principles: (i) any allocation expressly set forth in the Shared Contract shall control; (ii) if none, then any allocation previously made by the conveying party in the ordinary course of station operations shall control; (iii) if none, then the quantifiable proportionate benefit to be received by the parties after Closing shall control; and (iv) if not quantifiable, then reasonable accommodation shall control. (b) With respect to each such Shared Contract, (i) the parties shall cooperate with each other and each contract counterparty in such allocation, (ii) only the allocated portion of each such Shared Contract is included in the contracts to be assigned and assumed under this Agreement (without need for further action), and (iii) the parties shall use their commercially reasonable efforts to ensure that such allocation shall occur by termination of the Shared Contract and execution of new contracts between each contract counterparty and each of Townsquare and Cumulus (but only if such contract is on terms at least as favorable than the existing contract), but shall include the allocated portion of such contracts will not include any group discounts or similar benefits specific to a party or its affiliates. Completion of documentation of any such allocation is not a condition to Closing; provided, however, that with respect to each such Shared Contract which is not allocated at Closing pursuant to subsection (iii) of this Section 1.3(b), the parties shall cooperate to the extent feasible in effecting a lawful and commercially reasonable arrangement under which acquiring party shall receive the allocable benefits thereunder from and after Closing, and to the extent of the allocable benefits received, the acquiring party shall pay and perform the conveying party’s obligations arising thereunder from and after Closing in accordance with its terms, until new documentation effecting the allocation described in this Section 1.3 is executed and delivered. With respect to each Shared Contract, each party shall be responsible for all costs associated with the portion allocated to such party, and shall indemnify and hold harmless the other party for any losses associated with the performance of such party for the portion allocated to such party. (c) In the event that the terms of any Shared Contract, such that (a) a member of Contract prohibits 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 allocation contemplated by this Section 1.3, the previous sentence, then the Parties shall, and parties shall cause their respective Group members to, cooperate in any lawful arrangement use commercially reasonable efforts 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 portion of the Shared Contract that would have been allocated to a party hereunder but for any such prohibition. (d) Notwithstanding the foregoing, in no event shall a Shared Contract relate to any employees of Townsquare or Cumulus, or the following marks (or any other rights with respect thereto): the names “Townsquare”, “Cumulus” 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“Citadel”.

Shared Contracts. The 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, shall (and shall cause the members of their respective Groups Affiliates to), if any, use their respective reasonable best efforts to work together 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 (and, or as close as reasonably possible to) the same position as if necessary and desirable, to work with the third 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 an effort 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 divideany Liability pursuant to, partially assign, modify and/or replicate (in whole under or in part) the respective rights and obligations under and in respect of relating to any Shared Contract, such that Liability shall be allocated between Seller, on the one hand, and Buyer, on the other hand, as follows: (ai) 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 member 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 BNED Group is relevant Shared Contract (taking into account the beneficiary 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 the rights Seller and is Buyer shall be responsible for the obligations related to that portion of such Shared Contract relating any or all Liabilities arising from its (or its Affiliates’) own Taxes (except 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 extent otherwise expressly contemplated by the previous sentence, then the Parties shall, and shall cause their respective Group members to, cooperate in this Agreement) or direct or indirect breach of 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. The Except as otherwise agreed by Seller and Buyer or as otherwise provided in this Agreement or any other Transaction Agreement (including with respect to any Shared Contracts that relate to services to be provided under the Transition Services Agreement), until the earlier of 12 months following the Closing Date and 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, shall (and shall cause the members of their respective Groups Affiliates to) use Commercially Reasonable Efforts to, use their respective reasonable best efforts at no cost to work together (andSeller or its Affiliates, if necessary obtain or structure an arrangement for Buyer or its applicable Affiliates to receive the rights and desirablebenefits, and bear the obligations and burdens, of such portion of any such Shared Contract that relates to work the Business and is allocated to the Company Group in accordance with this Section 5.18. Each such arrangement shall provide Buyer with the third party ability to direct Seller or its applicable Affiliate to undertake any action or not undertake any action with respect to the underlying Shared Contract solely as it relates to the Business; provided that Seller and its Affiliates shall not be required to take any action or not take any action that would constitute a breach or other contravention of the rights of any other Person, or be ineffective under or contravene Applicable Law or the applicable Shared Contract or materially and adversely affect the contractual rights of Seller or its Affiliates under such Shared Contract. Buyer shall indemnify and hold harmless Seller and its Affiliates from any and all Damages or other Liabilities arising out of each such arrangement (other than Shared Contractual Liabilities (x) allocated to Seller in an effort to divide, partially assign, modify and/or replicate accordance with this Section 5.18 or (in whole y) arising out of Seller’s breach of this Section 5.18). Seller shall indemnify and hold harmless Buyer and its Affiliates from any and all Damages or in partother Liabilities arising out of (x) any breach of any Shared Contract by Seller or its Affiliates or (y) the respective rights and obligations gross negligence or willful misconduct of Seller or its Affiliates in connection with Seller’s or its Affiliates’ administration of any such arrangement or any Shared Contract. With respect to Shared Contractual Liabilities pursuant to, under and in respect of or relating to any Shared Contract, such that Shared Contractual Liabilities shall be allocated between Seller and Buyer as follows: (a) if a member Liability is incurred solely in respect of the BNED Group is Business or the beneficiary remainder of Seller’s business (other than the Business), such Liability shall be allocated to Buyer (in respect of the rights and is responsible for Business) or Seller (in respect of the obligations related to that portion reminder of such Shared Contract relating to Seller’s business (other than the BNED Business (the “BNED Portion”Business), which rights shall be a BNED Asset and which obligations shall be a BNED Liability ); and (b) if a member of the B&N Group is the beneficiary of the rights and is responsible for the obligations related to such Shared Contract Liability cannot relating to the BNED Business be so allocated under clause (the “B&N Portion”a), which rights such Liability shall be a B&N Asset and which obligations shall be a B&N Liability. If the Parties, allocated to Seller or their respective Group membersBuyer, as applicablethe case may be, are not able to enter into an arrangement to formally divide, partially assign, modify and/or replicate such Shared Contract prior to based on the Distribution as contemplated relative proportion of total benefit received by the previous sentence, then Business and the Parties shall, and shall cause their respective Group members to, cooperate in any lawful arrangement to provide that, following reminder of Seller’s business (other than the Distribution and until Business) under 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 relevant Shared Contract.

Shared Contracts. (a) 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 two years after the Distribution Date and such time as the formal division, partial assignment, modification or replication of such Shared Contract is effected, to work with the third party to such Shared Contract) in an effort to divide, partially assign, modify and/or 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 Costamare Bulkers 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 Costamare Bulkers Business (the “BNED Costamare Bulkers Portion”), which rights shall be a BNED Costamare Bulkers Asset and which obligations shall be a BNED Liability Costamare Bulkers Liability, and (b) a member of the B&N Costamare Group is the beneficiary of the rights and is responsible for the obligations related to such Shared Contract not relating to the BNED Costamare Bulkers Business (the “B&N Costamare Portion”), which rights shall be a B&N Costamare Asset and which obligations shall be a B&N Costamare 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 and/or 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 reasonable and permissible arrangement to provide that, following the Distribution and until the earlier of five two years after the Distribution Date and such time as the formal division, partial assignment, modification and/or or replication of such Shared Contract as contemplated by the previous sentence is effected, a member of the BNED Costamare Bulkers Group shall receive the interest in the benefits and obligations of the BNED Costamare Bulkers Portion under such Shared Contract and a member of the B&N Costamare Group shall receive the interest in the benefits and obligations of the B&N Costamare Portion under such Shared Contract, it being understood that no Party shall have Liability to the other Party for the failure of any third party to perform its obligations under any such Shared Contract. (b) Nothing in this Section 2.03 shall require either Party nor any member of their respective Groups to contribute capital, pay or grant any consideration or concession in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person (other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be reimbursed by the Party or the member of the Party’s Group entitled to such Asset or intended to assume such Liability, as applicable, as promptly as reasonably practicable). For the avoidance of doubt, reasonable out-of-pocket expenses, and recording or similar fees shall not include any purchase price, license fee or other payment or compensation for the procurement of any asset secured to replace an Asset in the course of a Party’s obligation under Section 2.03(a).

Shared Contracts. The Parties shallPrior to Closing, Seller and Buyer shall cause cooperate in good faith to determine a mutually acceptable plan for separating the members of their respective Groups toShared Contracts, 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 including (a) a member of to identify any additional Shared Contracts that shall be separated prior to Closing and (b) to seek to apportion any increased costs to the BNED Group is Company and Seller and its Affiliates (other than the beneficiary of Company) resulting from separating the rights Shared Contracts proportionally based on their respective allocated assets, licenses, services or financial commitments. Except as set forth in this Section 4.16 or otherwise agreed in writing between Seller and is responsible for Buyer and subject to the obligations related Transition Services Agreement and Day 1 Action Plan, the parties hereto shall use their commercially reasonable efforts to procure that portion the above-mentioned Shared Contract shall be assigned, transferred and conveyed to the Company, in each case, only with respect to those parts of such Shared Contract relating that primarily relate to the BNED Business (Company, if so assignable, transferable or conveyable, or appropriately amended prior to the “BNED Portion”)Closing, which rights so that the Company 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 entitled to 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 benefit 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 those parts of the BNED Group shall receive the interest in the benefits and obligations of the BNED Portion under such Shared Contract and a member shall assume the portion of any liabilities, in each case, that relate primarily to the B&N Group shall receive the interest in the benefits and obligations of the B&N Portion Company under such Shared Contract.; provided, that (i) in no event shall any Person be required to assign (or amend), either in its entirety or in part, any Shared Contract if an attempted assignment or amendment, without the consent of, or other action by, any third party, would constitute a breach thereunder or in any way adversely affect the rights of the Company or Seller or any of their respective Affiliates thereunder, and (ii) if any Shared Contract cannot be so partially assigned by its terms or otherwise, or cannot be amended, without such consent or action, Seller and Buyer shall cooperate in a mutually agreeable arrangement under

Shared Contracts. The Parties (a) With respect to Shared Contractual Liabilities pursuant to, under or relating to a given Shared Contract, such Shared Contractual Liabilities shall, unless otherwise allocated pursuant to this Agreement or an Ancillary Agreement, be allocated between Parent and the Retained Subsidiaries, on the one hand, and Buyer, Designated Buyers and their Subsidiaries, on the other hand, as follows: (i) first, to the extent a Shared Contractual Liability is incurred exclusively in respect of a benefit received by the Analytical Technologies Business, such Liability shall cause be determined to be an Assumed Liability; (ii) second, to the members extent a Shared Contractual Liability is incurred exclusively in respect of a benefit received by the Excluded Businesses, such Liability shall be determined to be a Retained Liability; and (iii) third, to the extent a Shared Contractual Liability or portion thereof cannot be so allocated under clause (i) or (ii) above, such Liability shall be allocated to Parent and the Retained Subsidiaries, on the one hand, and to Designated Buyers and their Subsidiaries, on the other hand, as the case may be, based on the relative proportions of total benefit received (over the term of the Shared Contract, measured from the Closing Date up to the date of the allocation) by Parent and the Retained Subsidiaries, on the one hand, or Designated Buyers and their Subsidiaries, on the other hand, under the relevant Shared Contract. Notwithstanding the foregoing, Sellers, on the one hand, and Buyer, on the other hand, each shall be responsible for any or all Liabilities arising out of or resulting from their (or their respective Subsidiaries') breach of the relevant Shared Contract to which this Section 7.19 otherwise pertains, it being understood that Sellers shall be responsible for all such breaches prior to Closing. (b) If Sellers or any Retained Subsidiary, on the one hand, or any Designated Buyers or any of their respective Groups toSubsidiaries, on the other hand, receives any benefit or payment under any Shared Contract which was intended for the other party, Sellers and Buyer will use their respective reasonable best commercial efforts to, and to work together cause their respective Subsidiaries to, deliver, transfer or otherwise afford such benefit or payment to the other party. (andc) A complete and accurate list of Shared Contracts that directly benefit the Analytical Technology Business prior to Closing, if necessary and desirable, but which will not continue to work with directly benefit the third party to such Shared ContractAnalytical Technology Business at or after Closing is set forth on Section 7.19(c)(i) 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 Sellers' Disclosure Schedule. A complete list of Shared Contracts that directly benefit the Analytical Technology Business and which will continue to directly benefit the Analytical Technology Business at or after Closing (which excludes Shared Contracts provided under the Transition Services Agreement) is the beneficiary set forth on Section 7.19(c)(ii) of the rights Sellers' Disclosure Schedule. Notwithstanding anything to the contrary herein, the parties agree that the Shared Contracts, a complete list of which is set forth on Section 7.19(c)(i) and is responsible Section 7.19(c)(ii) of the Sellers' Disclosure Schedule, shall not be deemed to be Analytical Technologies Assets hereunder. From and after the Closing and until the expiration (including the expiration of the maximum time permitted under the applicable Contract for splitting) or splitting of the obligations related to that portion of such relevant Shared Contract relating to and/or the BNED Business (Designated Buyer obtaining the “BNED Portion”)relevant benefit, 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”)service or right from another source, 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 Sellers shall, and shall cause their respective Group members Affiliates to, make available to the relevant Designated Buyer for use in the conduct of the Analytical Technologies Business such benefits, services and rights (subject to the recipient being responsible for the corresponding Shared Contractual Liability) under each Shared Contract set forth on Section 7.19(c)(ii) of the Sellers' Disclosure Schedule as were provided to the Analytical Technologies Business in the manner in which it was conducted on the date hereof and as of Closing. Without limiting the foregoing, the parties have determined that it is advisable that certain Shared Contracts, which are identified on Section 7.19(c)(iii) of the Sellers' Disclosure Schedule, be separated into separate Contracts between the appropriate third party and either the Excluded Businesses or the Analytical Technologies Business, and that to the extent provided on Section 7.19(c)(iii) of the Sellers' Disclosure Schedule, the Sellers and Buyer shall share the Shared Contractual Liabilities as set forth on such schedule. The parties agree to cooperate in good faith and provide reasonable assistance to each other prior to Closing (with no obligation on the part of either party to pay any lawful arrangement costs or fees or commence any litigation or other proceeding with respect to provide that, following such assistance) in seeking to effect 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 separation of such Shared Contract as contemplated by Contracts. (d) As used in this Section 7.19, Buyer's Subsidiaries shall, after the previous sentence is effectedClosing, a member of include 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 ContractAnalytical Technologies Companies.

Shared Contracts. The Parties (a) With respect to Shared Contractual Liabilities pursuant to, under or relating to a given Shared Contract, such Shared Contractual Liabilities shall, unless otherwise allocated pursuant to this Agreement or a Related Agreement, be allocated between TDY and Buyer as follows: (i) If a Liability is incurred exclusively in respect of the Tungsten Materials Business or the Excluded Businesses, such Liability shall cause be allocated to Buyer (in respect of the members Tungsten Materials Business) or TDY (in respect of their respective Groups tothe Excluded Businesses); (ii) If a Liability cannot be so allocated under clause (i) above, such Liability shall be allocated to TDY or Buyer, as the case may be, based on the relative proportions of total benefit received (over the term of the Shared Contract remaining as of the Closing Date, measured as of the date of the allocation) by the Tungsten Materials Business or the Excluded Business under the relevant Shared Contract. Notwithstanding the foregoing, each of TDY and Buyer shall be responsible for any or all Liabilities arising from its (or its Subsidiary’s) breach of the relevant Shared Contract to which this Section 5.17 otherwise pertains; provided, however, that each of TDY and Buyer shall be entitled to indemnification from the other for the portion of any Liabilities arising from any breach of the relevant Shared Contract by the other party (or its Subsidiary), which indemnification shall be separate from and not subject to the limitations set forth in Section 8.4. (b) If TDY or any Retained Subsidiary, on the one hand, or Buyer or any of its Subsidiaries, on the other hand, receives any benefit or payment which under any Shared Contract was intended for the other, TDY and Buyer will use their respective reasonable best efforts to, and to work together cause their respective Subsidiaries to, deliver such benefit or payment to the other party. (andc) Notwithstanding anything to the contrary herein, if necessary and desirablethe parties agree that the Shared Contracts listed on Section 5.17(c)(i) of the Seller’s Disclosure Schedule shall not be deemed to be Tungsten Materials Assets hereunder (the “Excluded Shared Contracts”). Without limiting the foregoing, to work with the parties have determined that it is advisable that certain Shared Contracts, which are identified on Section 5.17(c)(ii) of the Seller’s Disclosure Schedule, be separated into separate Contracts between the appropriate third party and either the Excluded Businesses or the Tungsten Materials Business. The parties agree to cooperate and provide reasonable assistance prior to the Closing (with no obligation on the part of either party to pay any costs or fees with respect to such Shared Contractassistance) in an effort to divide, partially assign, modify and/or replicate (in whole or in part) effecting 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 separation 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 Contracts. If 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, Contracts are not able separated at Closing, the parties agree 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 continue to provide that, following each other with reasonable cooperation and assistance in effecting 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 separation of such Shared Contract Contracts and shall treat the same as contemplated by Shared Contracts or take such reasonable steps as are necessary to provide each party the previous sentence is effected, a member benefit 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 ContractContracts.

Shared Contracts. (%3) The Parties parties shall, and shall cause the members of their respective Groups subsidiaries to, use their respective commercially reasonable best efforts to work together (and, if necessary and desirable, to work with the third party to such any 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 (ai) a member of the BNED Group Purchaser is the beneficiary of the rights and is responsible for the obligations related to that the portion of such Shared Contract relating to the BNED Business (the “BNED Purchaser Portion”), which rights shall be a BNED Transferred Asset and which obligations shall be a BNED Liability an Assumed Liability, and (bii) a member of the B&N Seller 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 Seller Portion”), which rights shall be a B&N an Excluded Asset and which obligations shall be a B&N Retained Liability. If the Parties, parties or their respective Group members, as applicable, affiliates are not able to enter into an arrangement to formally divide, partially assign, modify and/or replicate (in whole or in part) the rights and obligations under and in respect of any such Shared Contract prior to the Distribution as contemplated by the previous sentenceimmediately preceding sentence prior to the Closing, then the Parties Closing shall, subject to Section 2.01 and the satisfaction of the conditions set forth in Article VII and unless this Agreement is terminated in accordance with Article VIII, nonetheless take place on the terms set forth herein and, thereafter, Purchaser and Seller shall, and shall cause their respective Group members subsidiaries to, use their commercially reasonable efforts to cooperate (each at its own expense) in any lawful lawful, contractually permissible and commercially reasonable arrangement to provide thatunder which, following the Distribution Closing and until the earlier of five years after date on which 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 immediately preceding sentence is effected, Purchaser shall receive the interest in the benefits and obligations of the Purchaser Portion under such Shared Contract and a member of the BNED Seller 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 Seller Portion under such Shared Contract. (a) Seller and Purchaser shall, and shall cause their respective subsidiaries to, (i) treat for all Tax purposes the portion of each Shared Contract inuring to its respective businesses as assets owned by, and/or liabilities of, as applicable such party or such party’s applicable subsidiary, as applicable, as of the Closing and (ii) neither report nor take any Tax position (on a Tax Return or otherwise) inconsistent with such treatment (unless required by applicable Law).

Shared Contracts. The Parties (a) With respect to Liabilities pursuant to, under or relating to a given Shared Contract, such Liabilities shall, unless otherwise allocated pursuant to this Agreement, be allocated between Sellers, on the one hand, and Purchasers, on the other hand, as follows: (i) If a Liability is incurred exclusively in respect of the Business, such Liability shall cause be allocated to Purchasers (in respect of the members Business); (ii) If a Liability cannot be so allocated under clause (i) above, such Liability shall be allocated to Sellers or Purchasers, as the case may be, based on the relative proportions of total benefit received (over the term of the Shared Contract remaining as of the Closing Date, measured as of the date of the allocation) by the Business under the relevant Shared Contract (such portion allocated to Sellers pursuant to this clause (ii), “Seller Shared Contract Liabilities”). Notwithstanding the foregoing, each of Sellers, on the one hand, and Purchasers, on the other hand, shall be responsible for any or all Liabilities arising from its (or its Subsidiary’s) breach of the relevant Shared Contract to which this Section 5.22 otherwise pertains. (b) If Sellers or any of their respective Groups toSubsidiaries, on the one hand, or Purchasers or any of their Subsidiaries (including the Target Companies and their Subsidiaries), on the other hand, receives any benefit or payment which under any Shared Contract was intended for the other, Sellers and Purchasers will use their respective reasonable best efforts to, and to work together cause their respective Subsidiaries to, deliver such benefit or payment to the other party net of any applicable Taxes. (andc) Notwithstanding anything to the contrary herein, if necessary and desirablethe parties agree that the Shared Contracts listed on Section 5.22(c)(i) of the Disclosure Letter shall not be deemed to be primarily related to the Business or otherwise for the benefit of Purchasers, to work with the Target Companies or their respective Subsidiaries for any purposes hereunder. Without limiting the foregoing, the parties have determined that it is advisable that certain Shared Contracts, which are identified on Section 5.22(c)(ii) of the Disclosure Letter, be separated into separate Contracts between the appropriate third party and the Business. The parties agree to cooperate and provide reasonable assistance prior to the Closing (with no obligation on the part of either party to pay any costs or fees with respect to such Shared Contractassistance) in an effort to divide, partially assign, modify and/or replicate (in whole or in part) effecting 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 separation of such Shared Contract relating Contracts. (d) Notwithstanding anything to the BNED Business (contrary herein, nothing in this Section 5.22 shall be deemed to apply to or otherwise govern any arrangement otherwise expressly covered by the “BNED Portion”)Interaffiliate Contracts, which rights including the Master Subcontracting Print Arrangements. In the event and to the extent that there shall be a BNED Asset conflict between the provisions of this Agreement and which obligations the provisions of any Ancillary Agreement or Interaffiliate Contract, the Ancillary Agreement or Interaffiliate Contract 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 Contractcontrol.

Shared Contracts. If, after the date of this Agreement, it is determined that a member of the Seller Group is party to any Shared Contract, or any Group Company is party to any Shared Contract, and such matter is not otherwise explicitly provided for or addressed in this Agreement or other agreement between the parties, the parties shall negotiate in good faith with a view to arranging for a solution reasonably acceptable to all parties for the transfer, with effect from Closing, of the Relevant Part of such Shared Contract to the relevant a Group Company, and the transfer of the remainder of the relevant Shared Contract to the Seller’s Group (the “Remainder Relevant Part”). From Closing and until such solution is agreed and becomes binding, (i) the parties shall make such other arrangements between themselves as are reasonable or necessary to implement as far as possible the effective transfer of the burden of the Relevant Part to the relevant Group Company and of the Remainder Relevant Part to the relevant member of the Seller’s Group; and (ii) each of the Seller and the Purchaser shall procure, respectively, that the relevant member of the Seller’s Group shall hold the benefit of the Relevant Part as trustee on trust for the relevant Group Company and the relevant Group Company shall hold the benefit of the Remainder Relevant Part as trustee on trust for the relevant member of the Seller’s Group and each such trustee shall as soon as reasonably practicable pay or deliver such benefit to the relevant beneficiary of such trust. The Parties Seller 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 procure that any Shared Contract, such that (a) a other member of the BNED Seller’s Group is the beneficiary of the rights and is responsible shall, use reasonable endeavours to obtain any third party consent required for the obligations related to that portion transfer of such Shared Contract relating a Relevant Part to the BNED Business (relevant Group Company as soon as possible. From Closing, 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 Purchaser shall, and shall cause their respective procure that any relevant Group members toCompany shall, cooperate in use reasonable endeavours to obtain any lawful arrangement third party consent required for the transfer of a Remainder Relevant Part 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 relevant member of the BNED Seller’s 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 Contractas soon as possible.

Shared Contracts. The Parties From the date hereof until the date that is 12 months following the Closing Date, Seller and Purchaser shall, and shall cause the members of their respective Groups Affiliates to, use their respective reasonable best efforts to work together (and, if necessary and desirable, to work with the third party to such any Shared Contract) in an effort to divide, partially assign, modify and/or or replicate (in whole or in part) the respective rights and obligations under and in respect of any Shared Contract, such that that, following the Closing, (ai) Purchaser, an Affiliate of Purchaser or a member of the BNED Group Company is the beneficiary of the rights and is solely responsible for the obligations related to that portion of under such Shared Contract relating to the BNED extent such obligations are related to the Business (the “BNED Purchaser Portion”), which rights shall be a BNED Asset an asset of and which obligations shall be a BNED Liability liability of Purchaser, an Affiliate of Purchaser or a Group Company, and (bii) Seller or an Affiliate of Seller (other than a member of the B&N Group Company) is the beneficiary of the rights and is solely responsible for the obligations related to such Shared Contract not relating to the BNED Seller Business (the “B&N Seller Portion”), which rights shall be a B&N Asset an asset of and which obligations shall be a B&N Liabilityliability of Seller or an Affiliate of Seller (other than a Group Company). 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. From and after the Closing, Purchaser shall indemnify and hold harmless Seller and its Affiliates from any Losses and liabilities incurred by Seller or its Affiliates arising from or relating to the Purchaser Portion of any Shared Contract and Seller shall indemnify and hold harmless Purchaser, the Group Companies and their respective Affiliates for any Losses and liabilities incurred by Purchaser, the Group Companies or any of their respective Affiliates arising out of or relating to the Seller Portion of any Shared Contract. If the Parties, Seller and Purchaser or their respective Group membersAffiliates, as applicable, are not able to enter into an arrangement to formally divide, partially assign, modify and/or or replicate (in whole or in part) the rights and obligations under and in respect of any such Shared Contract prior to the Distribution as contemplated Closing, the Closing shall, subject to the satisfaction (or, to the extent permitted by applicable Law, the waiver by the previous sentenceparties entitled to the benefit thereof) of the conditions set forth in Article VI (other than those conditions which by their terms are to be satisfied at the Closing but subject to the satisfaction at the Closing or waiver of such conditions), then nonetheless take place on the Parties terms set forth herein and, thereafter and until the earlier of (x) the date that is twelve (12) months following the Closing and (y) the date on which the division, partial assignment, modification or replication of such Shared Contract as described in this Section 5.18 is effected, Seller and Purchaser shall, and shall cause their respective Group members Affiliates to, cooperate in any lawful commercially reasonable arrangement to provide thatthat (1) Purchaser, following the Distribution and until the earlier an Affiliate 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, Purchaser or a member of the BNED Group Company shall receive the interest in the benefits and obligations of the BNED Purchaser Portion under and in respect of such Shared Contract and (2) Seller or an Affiliate of Seller (other than a member of the B&N Group Company) shall receive the interest in the benefits and obligations of the B&N Seller Portion under and in respect of such Shared Contract. This Section 5.18(a) shall not apply to any Seller Shared Customer Contract or Purchaser Shared Customer Contract, which are governed by Section 5.18(a) and Section 5.18(b), respectively, and Section 5.18(c). (a) From the date hereof until the Closing, Seller and Purchaser shall, and shall cause their respective Affiliates to, use their reasonable best efforts to work together (and, if necessary and desirable, to work with the third party to any Seller Shared Customer Contract) to divide, partially assign, modify or replicate (in whole or in part) the respective rights and obligations under and in respect of any Seller Shared Customer Contract, such that, following the Closing, (i) Purchaser, an Affiliate of Purchaser or a Group Company is the beneficiary of the rights and is solely responsible for the obligations under such Seller Shared Customer Contract to the extent such obligations are related to the Purchaser Portion of such Seller Shared Customer Contract, which rights shall be an asset of and which obligations shall be a liability of Purchaser, an Affiliate of Purchaser or a Group Company, and (ii) Seller or an Affiliate of Seller (other than a Group Company) is the beneficiary of the rights and is solely responsible for the obligations related to the Seller Portion of such Seller Shared Customer Contract, which rights shall be an asset of and which obligations shall be a liability of Seller or an Affiliate of Seller (other than a Group Company). Nothing in this Agreement shall require the division, partial assignment, modification or replication of a Seller Shared Customer Contract unless and until any necessary Consents are obtained or made, as applicable. If Seller and Purchaser or their respective Affiliates, as applicable, are not able to enter into an arrangement to divide, partially assign, modify or replicate the rights and obligations under and in respect of any such Seller Shared Customer Contract prior to the Closing, the Closing shall, subject to the satisfaction (or, to the extent permitted by applicable Law, the waiver by the parties entitled to the benefit thereof) of the conditions set forth in Article VI (other than those conditions which by their terms are to be satisfied at the Closing but subject to the satisfaction at the Closing or waiver of such conditions), nonetheless take place on the terms set forth herein and, unless Purchaser and Seller otherwise agree, thereafter and until the earlier of (x) the date that is twelve (12) months following the Closing and (y) the date on which the subcontracting of the Purchaser Portion of such Seller Shared Customer Contract (the “Embedded Purchaser Portion”) to Purchaser, an Affiliate of Purchaser or a Group Company is effected, Seller and Purchaser shall, and shall cause their respective Affiliates to, (1) use their reasonable best efforts to obtain the Consent of, or make the Consent to, the third party to such Seller Shared Customer Contract to the subcontracting of the Embedded Purchaser Portion to Purchaser, an Affiliate of Purchaser or a Group Company and (2) cooperate in any commercially reasonable arrangement to provide that Purchaser, an Affiliate of Purchaser or a Group Company shall receive the interest in the benefits and obligations of the Embedded Purchaser Portion under and in respect of such Seller Shared Customer Contract. Notwithstanding the foregoing, if all required Consents to the subcontracting of the Embedded Purchaser Portion of any Seller Shared Customer Contract to Purchaser, an Affiliate of Purchaser or, after the Closing, a Group Company are obtained or made on or prior to the Closing Date, then Seller and Purchaser shall, and shall cause their respective applicable Affiliates to, enter into subcontracting arrangements on commercially reasonable terms mutually acceptable to Seller and Purchaser pursuant to which the Embedded Purchaser Portion of such Seller Shared Customer Contract shall be provided by Purchaser, an Affiliate of Purchaser or, after the Closing, a Group Company. Nothing in this Agreement shall require entering into a subcontracting arrangement with respect to the Embedded Purchaser Portion of a Seller Shared Customer Contract unless and until any necessary Consents are obtained or made, as applicable. From and after Closing, Purchaser shall indemnify and hold harmless Seller and its Affiliates from any Losses and liabilities incurred by Seller or its Affiliates arising from or relating to the Embedded Purchaser Portion of any Seller Shared Customer Contract and Seller shall indemnify and hold harmless Purchaser, the Group Companies and their respective Affiliates from any Losses and liabilities incurred by Purchaser, the Group Companies or any of their respective Affiliates arising out of or relating to such Seller Shared Customer Contracts other than the Embedded Purchaser Portions thereof. (b) From the date hereof until the Closing, Seller and Purchaser shall, and shall cause their respective Affiliates to, use their reasonable best efforts to work together (and, if necessary and desirable, to work with the third party to any Purchaser Shared Customer Contract) to divide, partially assign, modify or replicate (in whole or in part) the respective rights and obligations under and in respect of any Purchaser Shared Customer Contract, such that, following the Closing, (i) Seller or an Affiliate of Seller (other than a Group Company) is the beneficiary of the rights and is solely responsible for the obligations under such Purchaser Shared Customer Contract to the extent such obligations are related to the Seller Portion of such Purchaser Shared Customer Contract, which rights shall be an asset of and which obligations shall be a liability of Seller or an Affiliate of Seller (other than a Group Company), and (ii) Purchaser, an Affiliate of Purchaser or a Group Company is the beneficiary of the rights and is solely responsible for the obligations related to the Purchaser Portion of such Purchaser Shared Customer Contract, which rights shall be an asset of and which obligations shall be a liability of Purchaser, an Affiliate of Purchaser or a Group Company. Nothing in this Agreement shall require the division, partial assignment, modification or replication of a Purchaser Shared Customer Contract unless and until any necessary Consents are obtained or made, as applicable. If Seller and Purchaser or their respective Affiliates, as applicable, are not able to enter into an arrangement to divide, partially assign, modify or replicate the rights and obligations under and in respect of any such Purchaser Shared Customer Contract prior to the Closing, the Closing shall, subject to the satisfaction (or, to the extent permitted by applicable Law, the waiver by the parties entitled to the benefit thereof) of the conditions set forth in Article VI (other than those conditions which by their terms are to be satisfied at the Closing but subject to the satisfaction at the Closing or waiver of such conditions), nonetheless take place on the terms set forth herein and, unless Purchaser and Seller otherwise agree, thereafter and until the earlier of (x) the date that is twelve (12) months following the Closing and (y) the date on which the subcontracting of the Purchaser Portion of such Purchaser Shared Customer Contract (the “Embedded Seller Portion”) to Seller or an Affiliate of Seller (other than a Group Company) is effected, Seller and Purchaser shall, and shall cause their respective Affiliates to, (1) use their reasonable best efforts to obtain the Consent of, or make the Consent to, the third party to such Purchaser Shared Customer Contract to the subcontracting of the Embedded Seller Portion to Seller or an Affiliate of Seller (other than a Group Company) and (2) cooperate in any commercially reasonable arrangement to provide that Seller or an Affiliate of Seller (other than a Group Company) shall receive the interest in the benefits and obligations of the Embedded Seller Portion under and in respect of such Purchaser Shared Customer Contract. Notwithstanding the foregoing, if all required Consents to the subcontracting of the Embedded Seller Portion of any Purchaser Shared Customer Contract to Seller or an Affiliate of Seller (other than a Group Company) are obtained or made on or prior to the Closing Date, then Seller and Purchaser shall, and shall cause their respective applicable Affiliates to, enter into subcontracting arrangements on commercially reasonable terms mutually acceptable to Seller and Purchaser pursuant to which the Embedded Seller Portion of such Purchaser Shared Customer Contract shall be provided by Seller or an Affiliate of Seller (other than a Group Company). Nothing in this Agreement shall require entering into a subcontracting arrangement with respect to the Embedded Seller Portion of a Purchaser Shared Customer Contract unless and until any necessary Consents are obtained or made, as applicable. From and after the Closing, Seller shall indemnify and hold harmless Purchaser, the Group Companies and their respective Affiliates for any Losses and liabilities incurred by Purchaser, the Group Companies or any of their respective Affiliates arising out of or relating to the Embedded Seller Portion of any Purchaser Shared Customer Contract and Purchaser shall indemnify and hold harmless Seller and its Affiliates from any Losses and liabilities incurred by Seller or its Affiliates arising out of or relating to such Purchaser Shared Customer Contracts other than the Embedded Seller Portions thereof. (c) Nothing in this Section 5.18 shall require either Seller or Purchaser nor any their respective Affiliates to contribute capital, pay or grant any consideration or concession in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person (other than reasonable and documented out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be reimbursed as promptly as reasonably practicable by the party on whose behalf such expenses and fees are incurred). For avoidance of doubt, reasonable and documented out-of-pocket expenses, attorneys’ fees and recording or similar fees shall not include any purchase price, license fee or other payment or consideration for the procurement of any asset secured to replace an asset in the course of Seller’s or Purchaser’s obligations under Section 5.18(a) or Section 5.18(b).

Shared Contracts. The Parties From the Signing Date until the date that is 12 months following the Closing Date, Seller and Purchaser shall, and shall cause the members of their respective Groups Affiliates to, use their respective reasonable best efforts to work together (and, if necessary and desirable, to work with the third party to such any Shared Contract) in an effort to divide, partially assign, modify and/or or replicate (in whole or in part) the respective rights and obligations under and in respect of any Shared Contract, such that that, following the Closing, (ai) Purchaser, an Affiliate of Purchaser or a member of the BNED Group Company is the beneficiary of the rights and is solely responsible for the obligations related to that portion of under such Shared Contract relating to the BNED extent such obligations are related to the Business (the “BNED Purchaser Portion”), which rights shall be a BNED Asset an asset of and which obligations shall be a BNED Liability liability of Purchaser, an Affiliate of Purchaser or a Group Company, and (bii) Seller or an Affiliate of Seller (other than a member of the B&N Group Company) is the beneficiary of the rights and is solely responsible for the obligations related to such Shared Contract not relating to the BNED Seller Business (the “B&N Seller Portion”), which rights shall be a B&N Asset an asset of and which obligations shall be a B&N Liabilityliability of Seller or an Affiliate of Seller (other than a Group Company). 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. From and after the Closing, Purchaser shall indemnify and hold harmless Seller and its Affiliates from any Losses and liabilities incurred by Seller or its Affiliates arising from or relating to the Purchaser Portion of any Shared Contract and Seller shall indemnify and hold harmless Purchaser, the Group Companies and their respective Affiliates for any Losses and liabilities incurred by Purchaser, the Group Companies or any of their respective Affiliates arising out of or relating to the Seller Portion of any Shared Contract. If the Parties, Seller and Purchaser or their respective Group membersAffiliates, as applicable, are not able to enter into an arrangement to formally divide, partially assign, modify and/or or replicate (in whole or in part) the rights and obligations under and in respect of any such Shared Contract prior to the Distribution as contemplated Closing, the Closing shall, subject to the satisfaction (or, to the extent permitted by applicable Law, the waiver by the previous sentenceparties entitled to the benefit thereof) of the conditions set forth in Article VI (other than those conditions which by their terms are to be satisfied at the Closing but subject to the satisfaction at the Closing or waiver of such conditions), then nonetheless take place on the Parties terms set forth herein and, thereafter and until the earlier of (x) the date that is twelve (12) months following the Closing and (y) the date on which the division, partial assignment, modification or replication of such Shared Contract as described in this Section 5.18 is effected, Seller and Purchaser shall, and shall cause their respective Group members Affiliates to, cooperate in any lawful commercially reasonable arrangement to provide thatthat (1) Purchaser, following the Distribution and until the earlier an Affiliate 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, Purchaser or a member of the BNED Group Company shall receive the interest in the benefits and obligations of the BNED Purchaser Portion under and in respect of such Shared Contract and (2) Seller or an Affiliate of Seller (other than a member of the B&N Group Company) shall receive the interest in the benefits and obligations of the B&N Seller Portion under and in respect of such Shared Contract. This Section 5.18(a) shall not apply to any Seller Shared Customer Contract or Purchaser Shared Customer Contract, which are governed by Section 5.18(a) and Section 5.18(b), respectively, and Section 5.18(c). (a) From the Signing Date until the Closing, Seller and Purchaser shall, and shall cause their respective Affiliates to, use their reasonable best efforts to work together (and, if necessary and desirable, to work with the third party to any Seller Shared Customer Contract) to divide, partially assign, modify or replicate (in whole or in part) the respective rights and obligations under and in respect of any Seller Shared Customer Contract, such that, following the Closing, (i) Purchaser, an Affiliate of Purchaser or a Group Company is the beneficiary of the rights and is solely responsible for the obligations under such Seller Shared Customer Contract to the extent such obligations are related to the Purchaser Portion of such Seller Shared Customer Contract, which rights shall be an asset of and which obligations shall be a liability of Purchaser, an Affiliate of Purchaser or a Group Company, and (ii) Seller or an Affiliate of Seller (other than a Group Company) is the beneficiary of the rights and is solely responsible for the obligations related to the Seller Portion of such Seller Shared Customer Contract, which rights shall be an asset of and which obligations shall be a liability of Seller or an Affiliate of Seller (other than a Group Company). Nothing in this Agreement shall require the division, partial assignment, modification or replication of a Seller Shared Customer Contract unless and until any necessary Consents are obtained or made, as applicable. If Seller and Purchaser or their respective Affiliates, as applicable, are not able to enter into an arrangement to divide, partially assign, modify or replicate the rights and obligations under and in respect of any such Seller Shared Customer Contract prior to the Closing, the Closing shall, subject to the satisfaction (or, to the extent permitted by applicable Law, the waiver by the parties entitled to the benefit thereof) of the conditions set forth in Article VI (other than those conditions which by their terms are to be satisfied at the Closing but subject to the satisfaction at the Closing or waiver of such conditions), nonetheless take place on the terms set forth herein and, unless Purchaser and Seller otherwise agree, thereafter and until the earlier of (x) the date that is twelve (12) months following the Closing and (y) the date on which the subcontracting of the Purchaser Portion of such Seller Shared Customer Contract (the “Embedded Purchaser Portion”) to Purchaser, an Affiliate of Purchaser or a Group Company is effected, Seller and Purchaser shall, and shall cause their respective Affiliates to, (1) use their reasonable best efforts to obtain the Consent of, or make the Consent to, the third party to such Seller Shared Customer Contract to the subcontracting of the Embedded Purchaser Portion to Purchaser, an Affiliate of Purchaser or a Group Company and (2) cooperate in any commercially reasonable arrangement to provide that Purchaser, an Affiliate of Purchaser or a Group Company shall receive the interest in the benefits and obligations of the Embedded Purchaser Portion under and in respect of such Seller Shared Customer Contract. Notwithstanding the foregoing, if all required Consents to the subcontracting of the Embedded Purchaser Portion of any Seller Shared Customer Contract to Purchaser, an Affiliate of Purchaser or, after the Closing, a Group Company are obtained or made on or prior to the Closing Date, then Seller and Purchaser shall, and shall cause their respective applicable Affiliates to, enter into subcontracting arrangements on commercially reasonable terms mutually acceptable to Seller and Purchaser pursuant to which the Embedded Purchaser Portion of such Seller Shared Customer Contract shall be provided by Purchaser, an Affiliate of Purchaser or, after the Closing, a Group Company. Nothing in this Agreement shall require entering into a subcontracting arrangement with respect to the Embedded Purchaser Portion of a Seller Shared Customer Contract unless and until any necessary Consents are obtained or made, as applicable. From and after Closing, Purchaser shall indemnify and hold harmless Seller and its Affiliates from any Losses and liabilities incurred by Seller or its Affiliates arising from or relating to the Embedded Purchaser Portion of any Seller Shared Customer Contract and Seller shall indemnify and hold harmless Purchaser, the Group Companies and their respective Affiliates from any Losses and liabilities incurred by Purchaser, the Group Companies or any of their respective Affiliates arising out of or relating to such Seller Shared Customer Contracts other than the Embedded Purchaser Portions thereof. (b) From the Signing Date until the Closing, Seller and Purchaser shall, and shall cause their respective Affiliates to, use their reasonable best efforts to work together (and, if necessary and desirable, to work with the third party to any Purchaser Shared Customer Contract) to divide, partially assign, modify or replicate (in whole or in part) the respective rights and obligations under and in respect of any Purchaser Shared Customer Contract, such that, following the Closing, (i) Seller or an Affiliate of Seller (other than a Group Company) is the beneficiary of the rights and is solely responsible for the obligations under such Purchaser Shared Customer Contract to the extent such obligations are related to the Seller Portion of such Purchaser Shared Customer Contract, which rights shall be an asset of and which obligations shall be a liability of Seller or an Affiliate of Seller (other than a Group Company), and (ii) Purchaser, an Affiliate of Purchaser or a Group Company is the beneficiary of the rights and is solely responsible for the obligations related to the Purchaser Portion of such Purchaser Shared Customer Contract, which rights shall be an asset of and which obligations shall be a liability of Purchaser, an Affiliate of Purchaser or a Group Company. Nothing in this Agreement shall require the division, partial assignment, modification or replication of a Purchaser Shared Customer Contract unless and until any necessary Consents are obtained or made, as applicable. If Seller and Purchaser or their respective Affiliates, as applicable, are not able to enter into an arrangement to divide, partially assign, modify or replicate the rights and obligations under and in respect of any such Purchaser Shared Customer Contract prior to the Closing, the Closing shall, subject to the satisfaction (or, to the extent permitted by applicable Law, the waiver by the parties entitled to the benefit thereof) of the conditions set forth in Article VI (other than those conditions which by their terms are to be satisfied at the Closing but subject to the satisfaction at the Closing or waiver of such conditions), nonetheless take place on the terms set forth herein and, unless Purchaser and Seller otherwise agree, thereafter and until the earlier of (x) the date that is twelve (12) months following the Closing and (y) the date on which the subcontracting of the Purchaser Portion of such Purchaser Shared Customer Contract (the “Embedded Seller Portion”) to Seller or an Affiliate of Seller (other than a Group Company) is effected, Seller and Purchaser shall, and shall cause their respective Affiliates to, (1) use their reasonable best efforts to obtain the Consent of, or make the Consent to, the third party to such Purchaser Shared Customer Contract to the subcontracting of the Embedded Seller Portion to Seller or an Affiliate of Seller (other than a Group Company) and (2) cooperate in any commercially reasonable arrangement to provide that Seller or an Affiliate of Seller (other than a Group Company) shall receive the interest in the benefits and obligations of the Embedded Seller Portion under and in respect of such Purchaser Shared Customer Contract. Notwithstanding the foregoing, if all required Consents to the subcontracting of the Embedded Seller Portion of any Purchaser Shared Customer Contract to Seller or an Affiliate of Seller (other than a Group Company) are obtained or made on or prior to the Closing Date, then Seller and Purchaser shall, and shall cause their respective applicable Affiliates to, enter into subcontracting arrangements on commercially reasonable terms mutually acceptable to Seller and Purchaser pursuant to which the Embedded Seller Portion of such Purchaser Shared Customer Contract shall be provided by Seller or an Affiliate of Seller (other than a Group Company). Nothing in this Agreement shall require entering into a subcontracting arrangement with respect to the Embedded Seller Portion of a Purchaser Shared Customer Contract unless and until any necessary Consents are obtained or made, as applicable. From and after the Closing, Seller shall indemnify and hold harmless Purchaser, the Group Companies and their respective Affiliates for any Losses and liabilities incurred by Purchaser, the Group Companies or any of their respective Affiliates arising out of or relating to the Embedded Seller Portion of any Purchaser Shared Customer Contract and Purchaser shall indemnify and hold harmless Seller and its Affiliates from any Losses and liabilities incurred by Seller or its Affiliates arising out of or relating to such Purchaser Shared Customer Contracts other than the Embedded Seller Portions thereof. (c) Nothing in this Section 5.18 shall require either Seller or Purchaser nor any their respective Affiliates to contribute capital, pay or grant any consideration or concession in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person (other than reasonable and documented out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be reimbursed as promptly as reasonably practicable by the party on whose behalf such expenses and fees are incurred). For avoidance of doubt, reasonable and documented out-of-pocket expenses, attorneys’ fees and recording or similar fees shall not include any purchase price, license fee or other payment or consideration for the procurement of any asset secured to replace an asset in the course of Seller’s or Purchaser’s obligations under Section 5.18(a) or Section 5.18(b).

Shared Contracts. The Parties (a) With respect to Shared Contractual Liabilities pursuant to, under or relating to a given Shared Contract, such Shared Contractual Liabilities shall, unless otherwise allocated pursuant to this Agreement or any Ancillary Agreement, be allocated between VPI or any of the Retained Subsidiaries (as specified by VPI), on the one hand, and Buyer and its Subsidiaries, on the other hand, based on the relative proportions of total benefit received (over the entire term of the Shared Contract) by VPI and the Retained Subsidiaries, on the one hand, or Buyer and its Subsidiaries, on the other hand, under the relevant Shared Contract. Notwithstanding the foregoing, each of VPI and Buyer shall cause be responsible for any or all Liabilities arising out of or resulting from its (or its respective Subsidiaries') breach of the members relevant Shared Contract to which this Section 7.12 otherwise pertains. (b) If VPI or any Retained Subsidiary, on the one hand, or Buyer or any of their respective Groups toits Subsidiaries, on the other hand, receives any benefit or payment under any Shared Contract which was intended for the other party, VPI and Buyer will 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 shallendeavors to, and shall to cause their respective Group members Subsidiaries to, cooperate in any lawful arrangement deliver, transfer or otherwise afford such benefit or payment to provide thatthe other party. (c) Post Closing, 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 certain Shared Contract as contemplated by the previous sentence is effected, a member of the BNED Group shall receive the interest Contracts used 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 WEEMEA Business, which are identified in the benefits and obligations Seller's Disclosure Letter, shall be sub-licensed by VPI or any of its Subsidiaries, to the B&N Portion under such Shared Contractextent permitted, to the relevant WEEMEA Company or Subsidiary of WEEMEA Company, as determined by VPI in its sole discretion. (d) As used in this Section 7.12, Buyer's Subsidiaries shall include the WEEMEA Companies.

Shared Contracts. The Parties (a) With respect to Shared Contractual Liabilities pursuant to, under or relating to a given Shared Contract, such Shared Contractual Liabilities shall, unless otherwise allocated pursuant to this Agreement or a Related Agreement, be allocated between TDY and Buyer as follows: (i) If a Liability is incurred exclusively in respect of the Tungsten Materials Business or the Excluded Businesses, such Liability shall cause be allocated to Buyer (in respect of the members Tungsten Materials Business) or TDY (in respect of their respective Groups tothe Excluded Businesses); (ii) If a Liability cannot be so allocated under clause (i) above, such Liability shall be allocated to TDY or Buyer, as the case may be, based on the relative proportions of total benefit received (over the term of the Shared Contract remaining as of the Closing Date, measured as of the date of the allocation) by the Tungsten Materials Business or the Excluded Business under the relevant Shared Contract. Notwithstanding the foregoing, each of TDY and Buyer shall be responsible for any or all Liabilities arising from its (or its Subsidiary's) breach of the relevant Shared Contract to which this Section 5.17 otherwise pertains; provided, however, that each of TDY and Buyer shall be entitled to indemnification from the other for the portion of any Liabilities arising from any breach of the relevant Shared Contract by the other party (or its Subsidiary), which indemnification shall be separate from and not subject to the limitations set forth in Section 8.4. (b) If TDY or any Retained Subsidiary, on the one hand, or Buyer or any of its Subsidiaries, on the other hand, receives any benefit or payment which under any Shared Contract was intended for the other, TDY and Buyer will use their respective reasonable best efforts to, and to work together cause their respective Subsidiaries to, deliver such benefit or payment to the other party. (andc) Notwithstanding anything to the contrary herein, if necessary and desirablethe parties agree that the Shared Contracts listed on Section 5.17(c)(i) of the Seller's Disclosure Schedule shall not be deemed to be Tungsten Materials Assets hereunder (the "Excluded Shared Contracts"). Without limiting the foregoing, to work with the parties have determined that it is advisable that certain Shared Contracts, which are identified on Section 5.17(c)(ii) of the Seller's Disclosure Schedule, be separated into separate Contracts between the appropriate third party and either the Excluded Businesses or the Tungsten Materials Business. The parties agree to cooperate and provide reasonable assistance prior to the Closing (with no obligation on the part of either party to pay any costs or fees with respect to such Shared Contractassistance) in an effort to divide, partially assign, modify and/or replicate (in whole or in part) effecting 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 separation 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 Contracts. If 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, Contracts are not able separated at Closing, the parties agree 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 continue to provide that, following each other with reasonable cooperation and assistance in effecting 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 separation of such Shared Contract Contracts and shall treat the same as contemplated by Shared Contracts or take such reasonable steps as are necessary to provide each party the previous sentence is effected, a member benefit 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 ContractContracts.

Shared Contracts. The Parties (i) At or prior to the Closing Date (unless waived or modified by the FTC with respect to any Shared Contract), each of the Seller and the Purchaser shall, and shall cause the members of their respective Groups Affiliates to, use their respective reasonable best efforts cooperate to work together cause the Shared Contracts to be replaced with separate Contracts, as applicable (andthe “Replacement Contracts”), if necessary and desirable, to work with that provide that the third party to such Shared Contract) in an effort to divide, partially assign, modify and/or replicate (in whole Purchaser or in part) the respective its Affiliates receive contract rights and obligations under such Replacement Contracts that are substantially equivalent in the aggregate to those contract rights and obligations utilized by the Seller or its Affiliates under the Shared Contracts in respect the conduct of the Transferred Business prior to the Closing; provided that the Purchaser shall execute an assignment for any portion of a Shared Contract or establish, in the Purchaser’s name, a Replacement Contract between the Purchaser and the applicable counterparty for any such Shared Contract if the terms being offered by such counterparty are substantially equivalent in the aggregate to the current terms of such Shared Contract. (ii) The Purchaser and the Seller shall cooperate and provide each other with reasonable assistance in effecting such separation of the Shared Contracts. If the Purchaser and the Seller are not able to effect the separation of a Shared Contract in accordance with Section 1.03(b)(i) prior to the Closing and the FTC waives or modifies the requirement to do so, then, until any such Shared Contract is separated, to the extent permissible under applicable Law and under the terms of such Shared Contract, such that (a) a member each of the BNED Group is Purchaser and the beneficiary of Seller shall (A) assume and perform the rights liabilities and is responsible for the obligations related to that portion of under such Shared Contract relating to its respective business or that of its Affiliates (and shall promptly reimburse the BNED Business (other party for any reasonable out-of-pocket expenses incurred by the “BNED Portion”), which rights shall be a BNED Asset other party or its Affiliates for liabilities 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 under such Shared Contract not relating to the BNED Business (the “B&N Portion”business of such other party or its Affiliates), which rights allocated in accordance with this Section 1.03(b); (B) hold in trust for the benefit of the other party, and shall be a B&N Asset and which obligations shall be a B&N Liability. If promptly forward to the Partiesother party, any monies or their respective Group members, as applicable, are not able other benefits received pursuant to enter into an arrangement to formally divide, partially assign, modify and/or replicate such Shared Contract relating to the respective businesses of the other party (or its Affiliates); and (C) use commercially reasonable efforts to institute alternative arrangements intended to put the parties in substantially the same economic position as if such Shared Contract were separated. (iii) All liabilities and obligations relating to a given Shared Contract shall, unless otherwise allocated pursuant to this Agreement or a Replacement Contract, be deemed to be (A) Assumed Liabilities to the extent such liabilities and obligations relate to the Transferred Business and relate to and are required to be performed during periods from and after the Closing and (B) Retained Liabilities to the extent they do not relate to the Transferred Business or they relate to the ownership or operation of the Transferred Business prior to the Distribution as contemplated by Closing. Notwithstanding the previous sentenceforegoing, then the Parties shall, each party shall be solely responsible for any 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 all liabilities and obligations to the extent arising out of the BNED Portion under or relating to such Shared Contract and a member party’s (or its Affiliates’) breach of the B&N Group shall receive the interest in the benefits and obligations of the B&N Portion under any such Shared Contract; provided that the Purchaser’s failure to comply with or satisfy any Assumed Liabilities shall not be deemed a breach of any Shared Contract by the Seller or any of its Affiliates.

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 Wytec 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 Wytec Business (the “BNED "Wytec Portion”"), which rights shall be a BNED Wytec Asset and which obligations shall be a BNED Wytec Liability and (b) a member of the B&N Company Group is the beneficiary of the rights and is responsible for the obligations related to such Shared Contract not relating to the BNED Wytec Business (the “B&N "Company Portion”"), which rights shall be a B&N Company Asset and which obligations shall be a B&N Company 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 Wytec Group shall receive the interest in the benefits and obligations of the BNED Wytec Portion under such Shared Contract and a member of the B&N Company Group shall receive the interest in the benefits and obligations of the B&N Company Portion under such Shared Contract.

Shared Contracts. The (a) Except as set forth on Section 2.04 of the Disclosure Letter and subject to Article III, 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 or replicate (in whole or in part) the respective rights and obligations under and in respect of any Shared Contract, such that (ai) a member of the BNED SpinCo 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 SpinCo Business (the “BNED SpinCo Portion”), which rights shall be a BNED SpinCo Asset and which obligations shall be a BNED Liability SpinCo Liability, and (bii) a member of the B&N Parent Group is the beneficiary of the rights and is responsible for the obligations related to such Shared Contract not relating to the BNED SpinCo Business (the “B&N Parent Portion”), which rights shall be a B&N Parent Asset and which obligations shall be a B&N Parent 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 and/or or replicate such Shared Contract prior to the Distribution as contemplated by the previous immediately preceding sentence, and subject to the other provisions of this Section 2.04, then the Parties shall, and shall cause their respective Group members to, cooperate in any lawful reasonable and permissible arrangement as determined by Parent 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 effectedDistribution, a member of the BNED SpinCo Group shall receive the interest in the benefits and obligations of the BNED SpinCo Portion under such Shared Contract and a member of the B&N Parent Group shall receive the interest in the benefits and obligations of the B&N Parent Portion under such Shared Contract, it being understood that no Party shall have Liability to the other Party for the failure of any third party to perform its obligations under any such Shared Contract. (b) Nothing in this Section 2.04 shall require either Party or any member of its Group to contribute capital, pay or grant any consideration or concession in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person (other than reasonable out-of-pocket expenses, attorneys’ fees and expenses and recording or similar fees of a third-party counterparty to a Shared Contract that are incurred in connection with the applicable division, partial assignment, modification or replication of such Shared Contract, in each case, if requested by such counterparty); provided, that each Party shall be responsible for its own reasonable out-of-pocket expenses and attorneys’ fees and expenses and the member of the Party’s Group entitled to such Asset or intended to assume such Liability shall be responsible for recording or similar fees. For the avoidance of doubt, reasonable out-of-pocket expenses and recording or similar fees shall not include any purchase price, license fee, or other payment or compensation for the procurement of any asset secured to replace an Asset in the course of a Party’s obligation under Section 2.04(a).

Shared Contracts. The (a) Except as set forth on Schedule IX, 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 or replicate (in whole or in part) the respective rights and obligations under and in respect of any Shared Contract, such that (ai) a member of the BNED SpinCo 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 SpinCo Business (the “BNED SpinCo Portion”), which rights shall be a BNED SpinCo Asset and which obligations shall be a BNED Liability SpinCo Liability, and (bii) a member of the B&N Parent Group is the beneficiary of the rights and is responsible for the obligations related to such Shared Contract not relating to the BNED SpinCo Business (the “B&N Parent Portion”), which rights shall be a B&N Parent Asset and which obligations shall be a B&N Parent 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 and/or or replicate such Shared Contract prior to the Distribution as contemplated by the previous sentence, and subject to the other provisions of this Section 2.04, then the Parties shall, and shall cause their respective Group members to, cooperate in any lawful reasonable and permissible arrangement as determined by Parent 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 effectedDistribution, a member of the BNED SpinCo Group shall receive the interest in the benefits and obligations of the BNED SpinCo Portion under such Shared Contract and a member of the B&N Parent Group shall receive the interest in the benefits and obligations of the B&N Parent Portion under such Shared Contract, it being understood that no Party shall have Liability to the other Party for the failure of any third party to perform its obligations under any such Shared Contract. (b) Nothing in this Section 2.04 shall require either Party or any member of each of their respective Groups to contribute capital, pay or grant any consideration or concession in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person (other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be reimbursed by the Party or the member of the Party’s Group entitled to such Asset or intended to assume such Liability, as applicable, as promptly as reasonably practicable). For the avoidance of doubt, reasonable out-of-pocket expenses and recording or similar fees shall not include any purchase price, license fee, or other payment or compensation for the procurement of any asset secured to replace an Asset in the course of a Party’s obligation under Section 2.04(a).

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 Subject to Section 2.10(d) and is responsible for the obligations related to that portion of such Shared Contract relating other than with respect to the BNED Business (provision of Services under 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 Transitional Services Agreement or Shared Contract not relating Contracts that are sublicensed to the BNED Business (Company and other Persons in 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 Company 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 pursuant to the Distribution Patent and Know-How License Agreement (Pfizer as contemplated by Licensor) or the previous sentenceTrademark and Copyright License Agreement, then the Parties shall, from 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 Effective Date, Pfizer may, in its sole discretion, make available to 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 Company Group shall receive the interest in the benefits and obligations rights under Shared Contracts to the extent such benefits and rights have historically been and currently are provided to the Animal Health Business. With respect to any Shared Contracts made available to the Company Group pursuant to this Section 2.10(a), (i) no Person in the Company Group shall take any action, or refrain from taking any action, if (A) such action or inaction is reasonably likely to or does result in a breach on the part of any Person in the BNED Portion Pfizer Group under such any Shared Contract and a member of (B) such Person in the B&N Company Group would otherwise be obligated to take or not take such action under the Shared Contract had such Person become severally liable under the Shared Contract at the Effective Date and (ii) each Person in the Company Group shall receive the interest in the benefits reasonably cooperate with Pfizer and, at Pfizer’s reasonable request, take such actions that are permissible and reasonably necessary or desirable to ensure that Pfizer is able to perform its obligations of the B&N Portion constituting Shared Contract Liabilities under such Shared Contract. (b) With respect to Shared Contract Liabilities pursuant to, under or relating to a given Shared Contract, such Shared Contract 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 and (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. (c) If Pfizer or any member of the Pfizer Group, on the one hand, or the Company or any member of the Company Group, on the other hand, receives any benefit or payment under any Shared Contract which was intended for the other party or its Group, Pfizer, on the one hand, or the Company, 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. (d) It shall be the responsibility of the Company to obtain the agreement of the third party that is the counterparty to each Shared Contract to enter into a new Contract effective as of the Effective Date pursuant to which the Company and its Affiliates will receive substantially the same benefits provided by the Shared Contract to the Animal Health Business prior to the Effective Date. Except as expressly provided under the Transitional Services Agreement, none of Pfizer or any other member of the Pfizer Group shall be obligated to make available to the Company Group the benefits and rights under any Shared Contracts. In no event shall Pfizer be liable to the Company for (i) any Liabilities arising out of such new Contracts or (ii) Liabilities arising out of the failure of the Company to obtain any replacement contract. (e) As promptly as practicable following the Effective Date, Pfizer shall calculate the aggregate balance of the cash, cash equivalents and short term investments of the Company Group (the “Company Cash Balance”), as of the close of business on the Effective Date after giving effect to the consummation of the transactions contemplated in this Agreement to occur on or prior to the Effective Date, including the payment to Pfizer of the Contribution Payment. The calculation of Company Cash Balance shall be made by Pfizer in good faith and in its reasonable discretion and shall be final and binding on the Company. If the Company Cash Balance on the Effective Date was less than $300 million, then Pfizer shall, as promptly as practicable, contribute or otherwise transfer to the Company an amount equal to such deficit. The Company shall give Pfizer and its representatives access at all reasonable times to the Company’s properties, books, records, working papers and personnel to the extent requested to calculate the Company Cash Balance.

Shared Contracts. The Parties shallWith respect to any Shared Contract, Buyer and Flame shall cause use commercially reasonable efforts following the members of their respective Groups to, use their respective reasonable best efforts Closing to work together (and, if necessary negotiate between themselves and desirable, to work with the applicable third party that is a party to such Shared Contract) in an effort to divide, partially assign, modify and/or replicate Contract (in whole or in partthe “Applicable Third Party”) the respective rights terms of a written agreement or a series of written agreements (collectively, the “Applicable Replacement Contract”) that will supersede and obligations under and in respect of any replace such Shared Contract, such which Applicable Replacement Contract shall provide that (ai) a member of the BNED Group is the beneficiary all of the rights and is responsible for the obligations related to of Flame and its Affiliates (including Parent) that portion of otherwise would have accrued under such Shared Contract relating from and after the Closing, but only to the BNED Business extent that such rights and obligations relate or pertain to any Product, any Transferred Asset or the research, development, manufacture, sale or other commercialization of any Product or any Transferred Asset, shall solely be applicable to, and shall solely benefit and burden, as applicable, the Buyer, and shall not be applicable to, and shall not benefit or burden, Flame or any of its Affiliates (the “BNED Portion”including Parent), which rights (ii) Buyer shall assume and be responsible for any obligations or liabilities of Flame and its Affiliates (including Parent) under such Shared Contract that are accrued as of the Closing Date or arose, accrued or otherwise relate to any period prior to the Closing Date, but only to the extent that such obligations or liabilities relate or pertain to any Product, any Transferred Asset or the research, development, manufacture, sale or other commercialization of any Product or any Transferred Asset, and Flame and its Affiliates (including Parent) shall be a BNED Asset released from any and which all of such assumed obligations shall be a BNED Liability and or liabilities, (biii) a member of the B&N Group is the beneficiary all of the rights and is responsible for the obligations related to of Flame and its Affiliates (including Parent) that otherwise would have accrued under such Shared Contract not relating from and after the Closing, but only to the BNED Business (extent that such rights and obligations do not relate or pertain to any Product, any Transferred Asset or the “B&N Portion”)research, which rights development, manufacture, sale or other commercialization of any Product or any Transferred Asset, shall solely be a B&N Asset applicable to, and which obligations shall be a B&N Liability. If the Parties, or their respective Group memberssolely benefit and burden, 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 shallFlame, and shall cause their respective Group members not be applicable to, cooperate in and shall not benefit or burden, Buyer or any lawful arrangement to provide thatof its Affiliates, following the Distribution and until the earlier (iv) Flame shall retain and be responsible for any and all obligations or liabilities 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 Flame under such Shared Contract and a member that are accrued as of the B&N Group Closing Date or arose, accrued or otherwise relate to any period prior to the Closing Date, but only to the extent that such obligations or liabilities do not relate or pertain to any Product, any Transferred Asset or the research, development, manufacture, sale or other commercialization of any Product or any Transferred Asset. Promptly following the Closing (and in no event more than 60 days following the Closing), Buyer and Flame shall receive execute and deliver each such Applicable Replacement Contract that has been negotiated by, and is in form and substance reasonably satisfactory (consistent with the interest foregoing provisions of this Section 4.6) to, Buyer, Flame and the Applicable Third Party, and Buyer and Flame shall have used and shall use commercially reasonable efforts (consistent with the foregoing provisions of this Section 4.6) to cause the Applicable Third Party to execute and deliver the Applicable Replacement Contract promptly following the Closing (and in no event more than 60 days following the benefits and obligations of the B&N Portion under such Shared ContractClosing).

Shared Contracts. The Parties 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 RemainCo 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 RemainCo Business (the “BNED RemainCo Portion”), which rights shall be a BNED RemainCo Asset and which obligations relating to the RemainCo Business shall be a BNED RemainCo Liability and (b) a member of the B&N SpinCo Group is the beneficiary of the rights and is responsible for the obligations related to such Shared Contract not relating to the BNED RemainCo Business (the “B&N SpinCo Portion”), which rights shall be a B&N SpinCo Asset and which obligations shall be a B&N SpinCo Liability. If the Partiesparties, 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 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 (x) the first anniversary of the Distribution Date (or the expiration date of the underlying contract, if longer) and (y) 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 RemainCo Group shall receive the interest in the benefits and obligations of the BNED RemainCo Portion under such Shared Contract and a member of the B&N SpinCo Group shall receive the interest in the benefits and obligations of the B&N SpinCo Portion under such Shared Contract.

Shared Contracts. (a) 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 two years after the Distribution Date and such time as the formal division, partial assignment, modification or replication of such Shared Contract is effected, to work with the third party to such Shared Contract) in an effort to divide, partially assign, modify and/or or replicate (in whole or in part) the respective rights and obligations under and in respect of any Shared Contract, such that (ai) a member of the BNED [Outdoor Products] 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 [Outdoor Products] Business (the “BNED [Outdoor Products] Portion”), which rights shall be a BNED an [Outdoor Products] Asset and which obligations shall be a BNED Liability an [Outdoor Products] Liability, and (bii) a member of the B&N Vista Outdoor Group is the beneficiary of the rights and is responsible for the obligations related to such Shared Contract not relating to the BNED [Outdoor Products] Business (the “B&N Vista Outdoor Portion”), which rights shall be a B&N Vista Outdoor Asset and which obligations shall be a B&N Vista Outdoor 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 and/or 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 reasonable and permissible arrangement to provide that, following the Distribution and until the earlier of five two years after the Distribution Date and such time as the formal division, partial assignment, modification and/or or replication of such Shared Contract as contemplated by the previous sentence is effected, a member of the BNED [Outdoor Products] Group shall receive the interest in the benefits and obligations of the BNED [Outdoor Products] Portion under such Shared Contract and a member of the B&N Vista Outdoor Group shall receive the interest in the benefits and obligations of the B&N Vista Outdoor Portion under such Shared Contract, it being understood that no Party shall have Liability to the other Party for the failure of any third party to perform its obligations under any such Shared Contract. (b) Nothing in this Section 2.04 shall require either Party or any member of their respective Groups to contribute capital, pay or grant any consideration or concession in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person or expend any money or take any action that would require the expenditure of money (other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be reimbursed by the Party or the member of the Party’s Group entitled to the applicable Asset or intended to assume the applicable Liability, as applicable, as promptly as reasonably practicable). For the avoidance of doubt, reasonable out-of-pocket expenses, and recording or similar fees shall not include any purchase price, license fee or other payment or compensation for the procurement of any asset secured to replace an Asset in the course of a Party’s obligation under Section 2.04(a).

Shared Contracts. The Parties shall(a) Any Contract to be assigned, contributed, conveyed, transferred and delivered to VS in accordance with the Restructuring Plan or as contemplated pursuant to Section 2.03 that does not exclusively relate to the VS Business (each, a “Shared Contract”) shall be assigned, contributed, conveyed, transferred and delivered only with respect to (and preserving the meaning of) those parts that relate to the VS Business, to a member of the VS Group, if so assignable, conveyable or transferrable, or appropriately amended (including by entering into a new agreement) prior to, on or after the Distribution Date, so that a member of the VS Group shall be entitled to the rights and benefit of those parts of such Shared Contract that relate to the VS Business and shall cause assume the members of their respective Groups to, use their respective reasonable best efforts to work together (and, if necessary and desirable, to work related Liabilities with the third party respect to such Shared Contract, as contemplated by Section 2.03; provided that (i) in an effort no event shall any Person be required to divide, partially assign, modify and/or replicate contribute, convey, transfer or deliver (or so amend), either in whole or in part, any Shared Contract that is not assignable (or cannot be amended) by its terms without the respective rights and obligations under and in respect consent or approval of any other Person and (ii) if any Shared ContractContract cannot be so partially assigned by its terms or otherwise, or cannot be so amended, without such consent or approval, until such time that such consent or approval is obtained, L Brands will cooperate with VS to establish an agency type or other similar arrangement reasonably satisfactory to L Brands and VS intended to both (aA) provide 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 VS Group, 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 fullest extent practicable under such Shared Contract, the claims, rights and benefits of those parts that relate to the VS Business and (B) cause such member of the VS Group to bear the related Liabilities thereunder from and after the Distribution in accordance with this Agreement (including by means of any subcontracting, sublicensing or subleasing arrangement) and in furtherance of the foregoing, VS shall, or shall cause another member of the VS Group to, promptly pay, perform or discharge when due any such Liability arising after the Distribution Time, which shall constitute VS Liabilities for purposes of this Agreement. Nothing in this ‎Section 2.05 shall require any member of the L Brands Group or the VS Group to incur any non-de minimis obligation or grant any non-de minimis concession in order to effect any transaction contemplated by this ‎Section 2.05.

Shared Contracts. The Parties (a) From the date hereof until the date that is three (3) months following the Closing Date, Seller and Purchaser shall, and shall cause the members of their respective Groups Affiliates to, use their respective reasonable best efforts to work together (and, if necessary and desirable, to work with the third party to such any Shared Contract) in an effort to divide, partially assign, modify and/or or replicate (in whole or in part) the respective rights and obligations under and in respect of any Shared Contract, such that that, following the Closing, (ai) Purchaser, an Affiliate of Purchaser or a member of the BNED Group Company is the beneficiary of the rights and is responsible for the obligations related to that the portion of such Shared Contract relating related to the BNED Business (the “BNED Purchaser Portion”), which rights shall be a BNED Asset an asset of and which obligations shall be a BNED Liability liability of Purchaser, an Affiliate of Purchaser or a Group Company, and (bii) Seller or an Affiliate of Seller (other than a member of the B&N Group Company) is the beneficiary of the rights and is responsible for the obligations related to such Shared Contract not relating to the BNED Seller Business (the “B&N Seller Portion”), which rights shall be a B&N Asset an asset of and which obligations shall be a B&N Liabilityliability of Seller or an Affiliate of Seller (other than a Group Company). 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, Seller and Purchaser or their respective Group membersAffiliates, as applicable, are not able to enter into an arrangement to formally divide, partially assign, modify and/or or replicate (in whole or in part) the rights and obligations under and in respect of any such Shared Contract prior to the Distribution as contemplated Closing, the Closing shall, subject to the satisfaction (or, to the extent permitted by applicable Law, the waiver by the previous sentenceparties entitled to the benefit thereof) of the conditions set forth in Article VI (other than those conditions which by their terms are to be satisfied at the Closing but subject to the satisfaction at the Closing or waiver of such conditions), then nonetheless take place on the Parties terms set forth herein and, thereafter and until the earlier of (x) the date that is three (3) months following the Closing and (y) the date on which the division, partial assignment, modification or replication of such Shared Contract is effected, Seller and Purchaser shall, and shall cause their respective Group members Affiliates to, cooperate in any lawful commercially reasonable arrangement to provide thatthat (1) Purchaser, following the Distribution and until the earlier an Affiliate 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, Purchaser or a member of the BNED Group Company shall receive the interest in the benefits and obligations of the BNED Purchaser Portion under and in respect of such Shared Contract and (2) Seller or an Affiliate of Seller (other than a member of the B&N Group Company) shall receive the interest in the benefits and obligations of the B&N Seller Portion under and in respect of such Shared Contract. This Section 5.21(a) shall not apply to any Seller Shared Customer Contract or Purchaser Shared Customer Contract, which are governed by Sections 5.21(b) and 5.21(c), respectively, and Section 5.21(d).

Shared Contracts. The Parties shall(a) Any Transferred Contract to be conveyed, transferred, assigned and delivered in accordance with Section 2.02(f)(iv) or Section 2.02(f)(i) that does not exclusively relate to the Business (each, a “Shared Contract”) shall be conveyed, transferred, assigned and delivered only with respect to (and preserving the meaning of) those parts that relate to the Business, to an Acquired Company, if so assignable, transferrable or conveyable, or appropriately amended prior to, on or after the Closing, so that an Acquired Company shall be entitled to the rights and benefit of those parts of such Shared Contract that relate to the Business and shall cause assume the members of their respective Groups to, use their respective reasonable best efforts to work together (and, if necessary and desirable, to work related liabilities with the third party respect to such Shared Contract, as contemplated by Section 2.02(f)(iv), Section 2.02(f)(i) and Section 2.04(b), respectively; provided that (i) in an effort no event shall any Person be required to divideconvey, partially assigntransfer, modify and/or replicate assign or deliver (or amend), either in whole or in part, any Shared Contract that is not assignable (or cannot be amended) by its terms without the respective rights and obligations under and in respect consent or approval of any other Person and (ii) if any Shared Contract cannot be so partially assigned by its terms or otherwise, or cannot be amended, without such consent or approval, (A) until such time that such consent or approval is obtained, Parent will cooperate with VS Holdco to establish an agency type or other similar arrangement reasonably satisfactory to Parent and VS Holdco intended to both (x) provide an Acquired Company, to the fullest extent practicable under such Shared Contract, the claims, rights and benefits of those parts that relate to the Business and (y) cause such that Acquired Company to bear the related costs and liabilities thereunder from and after the Closing in accordance with this Agreement (aincluding by means of any subcontracting, sublicensing or subleasing arrangement) a member and in furtherance of the BNED Group is foregoing, VS Holdco shall, or shall cause another Acquired Company to, and Buyer shall cause VS Holdco or another Acquired Company to, promptly pay, perform or discharge when due any such debt, obligation or liability (including any liability for Taxes (other than Excluded Taxes)) arising after 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”)Closing Date, which rights shall be a BNED Asset and which obligations shall be a BNED Liability and (bB) a member of the B&N Group is the beneficiary of the rights and is responsible for the obligations related failure 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, so assign or their respective Group members, as applicable, are not able to enter into an arrangement to formally divide, partially assign, modify and/or replicate amend such Shared Contract prior to the Distribution Closing shall not, in and of itself, be deemed to be a failure of the closing conditions set forth in Article 8 or delay the Closing. (b) For so long as contemplated by the previous sentenceParent or any of its Affiliates are parties to any Shared Contract and provide any Acquired Company any claims, then the Parties shall, rights and shall cause their respective Group members to, cooperate in benefits of 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 pursuant to an arrangement described in Section 2.06(a), (x) such Acquired Company shall indemnify Parent and its Affiliates against and shall hold each of them harmless from any and all Damages actually suffered by the previous sentence is effectedParent or any of its Affiliates arising out of Parent’s or such Affiliate’s post-Closing direct or indirect ownership, a member management or operation of the BNED Group shall receive the interest in the benefits and obligations of the BNED Portion under any such Shared Contract (to the extent that such Damages relate to the Business) and a member (y) Parent shall indemnify VS Holdco and its Affiliates against and shall hold each of the B&N Group shall receive the interest in the benefits them harmless from any and obligations all Damages actually suffered by VS Holdco or any of the B&N Portion under its Affiliates arising out of Parent’s or its Affiliates’ breach of any such Shared ContractContract (to the extent that such Damages relate to Parent’s and its Affiliates’ business(es), other than the Business). (c) Notwithstanding anything in this Section 2.06 to the contrary, with respect to the Fragrance House Contracts, the obligations and rights set forth in this Section 2.06 shall apply to the Fragrance House Contracts solely to the extent they exclusively relate to the Transferred Formulas (it being understood that Section 5.26 shall apply with respect to the treatment of Shared Formulas).

Shared Contracts. The Parties shall(a) All contracts under which both Seller or an Affiliate of Seller, on the one hand, and shall cause the members Company, on the other hand, share rights, benefits, duties or obligations (each, a “Shared Contract”) that are material are, to the knowledge of their respective Groups Seller, listed in Section 8.09 of the Seller Disclosure Schedule. With respect to any obligation or liability of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, whether arising before, on or after the Closing Date pursuant to, use their respective reasonable best efforts under or relating to work together any Shared Contract whether or not listed in Section 8.09 of the Seller Disclosure Schedule (andthe “Shared Contractual Liabilities”), if necessary and desirable, to work with the third party to such Shared ContractContractual Liabilities shall be allocated between Seller and the Company prior to and after the Closing as follows: (i) in an effort to divide, partially assign, modify and/or replicate (in whole or in part) the respective rights and obligations under and If a liability is incurred exclusively in respect of any a benefit received exclusively by Seller (or its Affiliates), on the one hand, or by the Company (or its Affiliates), on the other hand, the party receiving such benefit shall be responsible for such liability. (ii) If a liability cannot be so allocated under clause (i), such liability shall be allocated to Seller or the Company, as the case may be, based on the relative proportions of total benefit received (over the term of the relevant contract, measured as of the date of the allocation) by such party or such party=s Affiliates under the relevant Shared Contract. Notwithstanding the foregoing, such that (a) a member each of Seller and the BNED Group is the beneficiary of the rights and is Company shall be responsible for the obligations related to that portion any or all liabilities arising from its (or its Affiliates’) breach of such any relevant 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 this Section 8.09 otherwise pertains. (b) a member If Seller or any of its Affiliates, on the B&N Group is one hand, or Buyer or any of its Affiliates (including the beneficiary of Company), on the rights and is responsible other hand, receives any materials or information, benefit or payment which under any Shared Contract was intended for the obligations related to such Shared Contract not relating to the BNED Business (the “B&N Portion”)other, which rights shall be a B&N Asset Seller 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 shallBuyer will, and shall will cause their respective Group members Affiliates to, cooperate in any lawful arrangement deliver such materials or information, benefit or payment 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 Contractother party.

Shared Contracts. The (a) Except as set forth on Schedule XIII, 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 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 SpinCo 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 SpinCo Business (the “BNED SpinCo Portion”), which rights shall be a BNED SpinCo Asset and which obligations shall be a BNED Liability SpinCo Liability, and (b) a member of the B&N Honeywell Group is the beneficiary of the rights and is responsible for the obligations related to such Shared Contract not relating to the BNED SpinCo Business (the “B&N Honeywell Portion”), which rights shall be a B&N Honeywell Asset and which obligations shall be a B&N Honeywell 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 and/or 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 reasonable and permissible arrangement to provide that, following the Distribution and until the earlier of five years one year after the Distribution Date and such time as the formal division, partial assignment, modification and/or or replication of such Shared Contract as contemplated by the previous sentence is effected, a member of the BNED SpinCo Group shall receive the interest in the benefits and obligations of the BNED SpinCo Portion under such Shared Contract and a member of the B&N Honeywell Group shall receive the interest in the benefits and obligations of the B&N Honeywell Portion under such Shared Contract. (b) Nothing in this Section 2.05 shall require either Party or any member of their respective Groups to contribute capital, pay or grant any consideration or concession in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person (other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be reimbursed by the Party or the member of the Party’s Group entitled to such Asset or intended to assume such Liability, as applicable, as promptly as reasonably practicable). For avoidance of doubt, reasonable out-of-pocket expenses, and recording or similar fees shall not include any purchase price, license fee or other payment or compensation for the procurement of any asset secured to replace an Asset in the course of a Party’s obligation under Section 2.05(a).

Shared Contracts. The (a) In the event and to the extent that, following the Separation, any contract executed prior to the Separation pertaining to either KPMG or Consulting, respectively (the "Contracting Party") requires the performance by the other Party (the "Subcontracting Party") to complete the requirements of the contract (each a "Shared Contract"), the Parties shall, to the extent permitted under such Shared Contract, enter into a subcontract with respect to such Shared Contract pursuant to which the Subcontracting Party shall agree to deliver the appropriate services to the client. Each subcontract shall provide that the Subcontracting Party shall perform and discharge fully, all obligations of the Subcontracting Party with respect to the Shared Contract and that each Subcontracting Party shall cause indemnify and hold harmless the members Contracting Party for all Claims or Losses arising out of their respective Groups to, use their respective reasonable best efforts to work together (and, if necessary its performance under the subcontract. Such subcontract shall also give the Subcontracting Party its allocable portion of the rights and desirable, to work privileges with the third party respect to such Shared Contract) in an effort , including the right to divide, partially assign, modify and/or replicate (in whole or in part) receive the respective rights and obligations under and in respect of any Shared Contract, such that (a) a member Subcontracting Party's allocable portion of the BNED Group is the beneficiary of the rights monies and is responsible for the obligations related to that portion of such Shared Contract relating other consideration received with respect 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 performance under such Shared Contract. (b) In the event and to the extent that, following the Separation, any contract executed prior to the Separation pertaining to either KPMG or Consulting provides goods or services to both KPMG and Consulting, which goods or services are not provided for or contemplated by the Transition Services Agreement (each a "Shared Services Contract"), the Parties shall, to the extent permitted under such Shared Services Contract, enter into a subcontract with respect to such Shared Services Contract pursuant to which the Subcontracting Party may obtain its allocable portion of (i) any goods or services offered pursuant to such Shared Services Contract and (ii) any other rights and privileges with respect to such Shared Services Contract. The Subcontracting Party shall make its allocable share of any payments due pursuant to such Shared Services Contract and assume its allocable portion of any other obligations thereunder.

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 Valvoline 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 Valvoline Business (the “BNED Valvoline Portion”), which rights shall be a BNED Valvoline Asset and which obligations shall be a BNED Valvoline Liability and (ba) a member of the B&N Ashland Global Group is the beneficiary of the rights and is responsible for the obligations related to such Shared Contract not relating to the BNED Valvoline Business (the “B&N Ashland Global Portion”), which rights shall be a B&N Ashland Global Asset and which obligations shall be a B&N Ashland Global 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 Separation 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 Separation and until the earlier of five years after the Distribution Separation 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 Valvoline Group shall receive the interest in the benefits and obligations of the BNED Valvoline Portion under such Shared Contract and a member of the B&N Ashland Global Group shall receive the interest in the benefits and obligations of the B&N Ashland Global Portion under such Shared Contract.

Shared Contracts. The Parties (a) BridgeBio and its Subsidiaries are party to certain Contracts as set forth in Section 6.8 of the BridgeBio Disclosure Letter that relate both to the Acquired Assets and the Excluded Assets (each, a “Shared Contract”). Prior to and after the Closing, until earlier of (i) the expiration or termination date of the applicable Shared Contract and (ii) twenty-four (24) months following the Closing Date, each of BridgeBio and the Company shall, and shall cause the members of their respective Groups Subsidiaries to, use their respective commercially reasonable best efforts to work together obtain from, and to cooperate in obtaining from, and shall, and shall cause their respective Subsidiaries to enter into with, or issue notice to (andas applicable), if necessary each Third Party to a Shared Contract (whether or not listed on Section 4.19 of the BridgeBio Disclosure Letter), either (A) a separate contract or agreement (a “New Contract”) or (B) a partial assignment (a “Partial Assignment”), in each case, in a form reasonably acceptable to BridgeBio and desirablethe Company that allocates the rights and obligations of BridgeBio and its Subsidiaries and the Company and the Acquired Subsidiaries, to work with as applicable, under each such Shared Contract as between the third party Acquired Assets, on the one hand, and the Excluded Assets, on the other hand. (b) Prior to such Shared Contract) entry into such New Contract or Partial Assignment in an effort to divideaccordance with Section 6.8(a), partially assign, modify and/or replicate until earlier of (in whole or in parti) the expiration or termination date of the applicable Shared Contract and (ii) twenty-four (24) months following the Closing Date, each of BridgeBio and the Company shall, and shall cause their respective Subsidiaries to (A) cooperate in good faith and use their respective commercially reasonable efforts (with each party being responsible for its own out-of-pocket expenses) to enter into such New Contract or Partial Assignment in accordance with Section 6.8(a) as promptly as practicable after the Closing and (B) until the entry into such New Contract or Partial Assignment, enter into an arrangement under which the Company (and/or one of its Subsidiaries) or BridgeBio (and/or one of its Subsidiaries) will, in compliance with Law, obtain the economic benefits of, and assume the obligations and bear the economic burdens associated with, the Acquired Assets or the Excluded Assets, respectively, under any such Shared Contract (including by separating, dividing, modifying, replicating or novating such 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. The Parties With respect to the contracts set forth on Schedule 1.7 (the “Shared Contracts”), following the date hereof and for a period of one (1) year following the Closing Date, PKI shall, and shall cause the members of their its respective Groups Affiliates to, use their respective reasonable best efforts to work together (and, if necessary and desirable, to work engage with the third party to such each Shared Contract) and, if requested by PKI, and to the extent permitted by applicable Law, Buyer shall reasonably cooperate with PKI, in an effort to divide, partially assign, modify partially novate, modify, sub-lease, sub-license, and/or replicate (in whole or in part) ), in a form reasonably acceptable to Buyer, the respective rights and obligations under and in respect of any Shared Contract, such that (a) a member Buyer or one or more of its Affiliates, including the BNED Group Acquired Companies from and after the Closing (collectively, the “Buyer Group”), is the beneficiary of the rights and is responsible for and assumes the obligations and liabilities 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 PKI or one or more of its Affiliates, excluding the B&N Group Acquired Companies from and after the Closing (collectively, the “PKI Group”), is the beneficiary of the rights and is responsible for and retains the obligations and liabilities related to that portion of such Shared Contract not relating to any business conducted by the BNED PKI Group other than the Business (the “B&N PortionRetained Business”), which rights shall be a B&N Asset in each case, on terms and which obligations shall be a B&N Liabilityconditions which, in the aggregate, are comparable to those of such Shared Contract prior to separation (unless otherwise agreed to by PKI and Buyer). If the PartiesPKI, or their respective Group members, as applicable, its Affiliates do not or are not able to (or until they are able to) enter into an arrangement to formally divide, partially assign, modify partially novate, modify, sub-lease, sub-license 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 Affiliates 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, that a member of the BNED Buyer Group shall receive the interest in the benefits and assume the obligations of the BNED Portion under portions of such Shared Contract which relate to the Business and a member of the B&N PKI Group shall receive the interest in the benefits and retain the obligations of the B&N Portion under portions of such Shared Contract which relate to the Retained Business; provided, however, that, except as specifically provided in the Transition Services Agreement (including the schedules thereto), no Party shall be required to extend, modify, revise or amend any provision of any of the Shared Contracts or expend any money, incur any liability or compromise any right, asset or benefit or take any action in furtherance of this Section 1.7 that would require the expenditure of money, incurrence of any liability or compromise of any right, asset or benefit (other than in accordance with the applicable Shared Contract) in connection therewith.

Shared Contracts. The Parties shall, and shall cause Schedule 2.05 (as amended or supplemented as hereinafter set forth) sets forth the Contracts that are intended to be Shared Contracts under this Agreement. Parent (including on behalf of the other members of their respective Groups to, the Parent Group) and Energy Supply will use their respective reasonable best efforts to work together (andseparate the Shared Contracts into separate Contracts effective as of the Distribution Date so that from and after the Distribution, if necessary the Energy Supply Group will have the sole benefit and desirable, Liabilities with respect to work each Shared Contract to the extent related to the Energy Supply Business and the Parent Group will have the sole benefit and Liabilities with respect to each Shared Contract to the third party extent not related to the Energy Supply Business. Upon 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 separation of any a Shared Contract, such the separated Contract (or portion thereof) that (a) a member of the BNED Group is the beneficiary of the rights and is responsible for the obligations related to that the Energy Supply Business will be an Energy Supply Asset and the other separated Contract (or portion thereof) will be an Excluded Asset. If any Shared Contract is not separated prior to the Distribution Date, then the applicable portion of such Shared Contract relating shall be treated as a Deferred Asset or a Deferred Liability for purposes of Section 2.04, including Sections 2.04(d) and (e). The obligations to use reasonable best efforts to separate any Shared Contract set forth in this Section 2.05 will terminate on the date that is twenty-four months following the Distribution Date; provided however that such termination shall not affect the obligations under Section 2.04(d), (e), (f) or (g) with respect to any Shared Contract that is a Deferred Asset or a Deferred Liability. No Party will (or will permit any of its Affiliates to) amend, renew, extend or otherwise modify any Shared Contract without the consent, not to be unreasonably withheld, delayed or conditioned, of the other Parties (or after Closing, without the consent of Parent and NewCo) to the BNED Business extent such amendment, renewal, extension or modification would adversely affect such other Party (or any of its Affiliates) in any material respect. Parent shall bear any and all third-party fees and out-of-pocket expenses that may be reasonably required in connection with obtaining, whether before or after the “BNED Portion”)Distribution Date, which rights shall any such separation of a Shared Contract. From time to time, (a) with the prior written consent of RJS, not to be a BNED Asset and which obligations shall be a BNED Liability and unreasonably withheld, delayed or conditioned, Parent may add additional Contracts to the list of Shared Contracts set forth on Schedule 2.05, (b) a member with the prior written consent of the B&N Group is the beneficiary of the rights and is responsible for the obligations related Parent, not to such Shared Contract not relating to the BNED Business (the “B&N Portion”)be unreasonably withheld, which rights shall be a B&N Asset and which obligations shall be a B&N Liability. If the Partiesdelayed or conditioned, RJS 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 NewCo may prior to the Distribution as contemplated by Closing add to Schedule 2.05 additional Contracts that are (i) on the previous sentence, then list referenced in the Parties shallimmediately succeeding sentence or (ii) should have been included on such list, and (c) NewCo may from and after Closing and on or prior to the 18-month anniversary of the Closing Date add additional Contracts to the list of Shared Contracts set forth on Schedule 2.05 if and as needed to make the representation in Section 5.12(a)(i) of the Transaction Agreement true and correct in all material respects, and, in the case of clause (c) of this Section 2.05, such later identified Shared Contract shall cause their respective Group members to, cooperate constitute a Missing Asset and shall be subject to Section 1.04. Promptly (and in any lawful arrangement event within 60 days) following the date hereof, Parent shall provide to RJS a list of all Contracts to which Parent or any of its Affiliates is a party pursuant to which the counterparty is anticipated to provide that, following the Distribution and until the earlier as of five years or after the Distribution Date more than a de minimis amount of products, services or intellectual property to both the Energy Supply Business and to any other business of Parent or any Non-Energy Supply Sub and Parent shall update such list from 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 Contractto time thereafter.

Shared Contracts. The Parties (a) With respect to Shared Contractual Liabilities pursuant to, under or relating to a given Shared Contract, such Shared Contractual Liabilities shall, unless otherwise allocated pursuant to this Agreement, a Local Purchase Agreement or a Related Agreement, be allocated between APD and Buyer as follows: (i) If a Liability is incurred exclusively in respect of the PMD Business or the Excluded Businesses, such Liability shall be allocated to Buyer (in respect of the PMD Business) or APD (in respect of the Excluded Businesses); (ii) If a Liability cannot be so allocated under clause (i) above, such Liability shall be allocated to APD or Buyer, as the case may be, based on the relative proportions of total benefit received (over the term of the Shared Contract remaining as of the Closing Date, measured as of the date of the allocation) by the PMD Business or the Excluded Business under the relevant Shared Contract. Notwithstanding the foregoing, each of APD and Buyer shall be responsible for any or all Liabilities arising from its (or its Subsidiary’s) breach of the relevant Shared Contract to which this Section 5.23 otherwise pertains. (b) If APD or any Retained Subsidiary, on the one hand, or Buyer or any of its Subsidiaries (including the Transferred PMD Companies), on the other hand, receives any benefit or payment which under any Shared Contract which was intended for the other, APD and Buyer will, and will cause their respective Subsidiaries to, deliver such benefit or payment to the other party. (c) Notwithstanding anything to the contrary herein, the parties agree that the Shared Contracts listed on Section 5.23(c)(i) of the Seller’s Disclosure Schedule shall not be deemed to be PMD Assets hereunder (the “Excluded Shared Contracts”). Without limiting the foregoing, the parties have determined that it is advisable that certain Shared Contracts, which are identified on Section 5.23(c)(ii) of the Seller’s Disclosure Schedule, be separated into separate Contracts between the appropriate third party and either the Excluded Businesses or the PMD Business. From the date hereof until the date that is eighteen (18) months following the Closing Date, the parties hereto shall use their respective commercially reasonable efforts to enter into or to grant, and to cause each third-party counterparty to each Shared Contract identified on Section 5.23(c)(ii) of the Seller’s Disclosure Schedule to enter into or to grant, any such new agreements or consents as are reasonably necessary to permit APD and its Affiliates or Buyer and its Affiliates, as applicable, to derive the benefits, and assume the obligations and economic burdens, with respect to each Shared Contract identified on Section 5.23(c)(ii) of the Seller’s Disclosure Schedule on an independent basis following the Closing; provided, however, that neither APD, Buyer nor any of their respective Affiliates shall be required to offer or grant any financial or non-financial accommodation in connection therewith. If, on the Closing Date, any such third party agreement or consent is not obtained, APD and Buyer shall, and APD shall cause the members of other Sellers to, cooperate in a mutually acceptable arrangement under which Sellers and their respective Groups toAffiliates or Buyer and its Affiliates, use their respective reasonable best efforts to work together (andas applicable, if necessary would in compliance with Law, obtain the appropriate benefits and desirableassume the related obligations and bear the related economic burdens in respect of each Shared Contract identified on Section 5.23(c)(ii) of the Seller’s Disclosure Schedule, to work with including by means of subcontracting, sublicensing or subleasing arrangements, or enforcement by the third party to such Shared ContractContract for the benefit (and at the expense) 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 other party or its Affiliates (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) that is an intended beneficiary thereof pursuant to this Section 5.23. (d) As used in this Section 5.23, are not able to enter into an arrangement to formally divide, partially assign, modify and/or replicate such Shared Contract prior to Buyer’s Subsidiaries shall include 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 ContractTransferred PMD Companies.

Shared Contracts. (a) The Parties parties shall, and shall cause the members of their respective Groups subsidiaries to, use their respective commercially reasonable best efforts to work together (and, if necessary and desirable, to work with the third party to such any 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 (ai) a member of the BNED Group Purchaser is the beneficiary of the rights and is responsible for the obligations related to that the portion of such Shared Contract relating to the BNED Business (the “BNED Purchaser Portion”), which rights shall be a BNED Transferred Asset and which obligations shall be a BNED Liability an Assumed Liability, and (bii) a member of the B&N Seller 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 Seller Portion”), which rights shall be a B&N an Excluded Asset and which obligations shall be a B&N Retained Liability. If the Parties, parties or their respective Group members, as applicable, affiliates are not able to enter into an arrangement to formally divide, partially assign, modify and/or replicate (in whole or in part) the rights and obligations under and in respect of any such Shared Contract prior to the Distribution as contemplated by the previous sentenceimmediately preceding sentence prior to the Closing, then the Parties Closing shall, subject to Section 2.01 and the satisfaction of the conditions set forth in Article VII and unless this Agreement is terminated in accordance with Article VIII, nonetheless take place on the terms set forth herein and, thereafter, Purchaser and Seller shall, and shall cause their respective Group members subsidiaries to, use their commercially reasonable efforts to cooperate (each at its own expense) in any lawful lawful, contractually permissible and commercially reasonable arrangement to provide thatunder which, following the Distribution Closing and until the earlier of five years after date on which 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 immediately preceding sentence is effected, Purchaser shall receive the interest in the benefits and obligations of the Purchaser Portion under such Shared Contract and a member of the BNED Seller 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 Seller Portion under such Shared Contract. (b) Seller and Purchaser shall, and shall cause their respective subsidiaries to, (i) treat for all Tax purposes the portion of each Shared Contract inuring to its respective businesses as assets owned by, and/or liabilities of, as applicable such party or such party’s applicable subsidiary, as applicable, as of the Closing and (ii) neither report nor take any Tax position (on a Tax Return or otherwise) inconsistent with such treatment (unless required by applicable Law).

Shared Contracts. (a) The Parties shall, and shall cause the members of their respective Groups Subsidiaries to, use their respective reasonable best efforts to work together (and, if necessary and desirable, to work with the third party any Third Party to such any 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 Company or its Subsidiaries are the beneficiary beneficiaries of the rights and is responsible for the obligations related to that portion of such Shared Contract to the extent relating to the BNED Business (the “BNED Portion”)Business, which rights shall be a BNED Asset and which obligations shall be a BNED Liability and (b) a member of Cementos, the B&N Group is Argos Parties or their respective Subsidiaries are the beneficiary beneficiaries of the rights and is are responsible for the obligations related to such Shared Contract to the extent not relating to the BNED Business (the “B&N Portion”), which rights Business; provided that no Party shall be a B&N Asset and which obligations shall be a B&N Liabilityobligated to make any concessions or concede anything of value in order to effect such division, partial assignment, modification or replication. If the Parties, or their respective Group membersSubsidiaries, as applicable, are not able to enter into an arrangement to formally divide, partially assign, modify and/or replicate such any Shared Contract prior to the Distribution Closing as contemplated by the previous sentence, then the Parties shall, and shall cause their respective Group members Affiliates to, cooperate in to endeavor to enter into any lawful and contractually permissible arrangement to provide that, following the Distribution Closing and until the earlier of five years 12 month after the Distribution Date Closing 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 Company or its Subsidiaries shall receive the interest in the benefits and obligations of the BNED Portion under such applicable portion of any Shared Contract to the extent relating to the Business and a member of the B&N Group Cementos, Argos Party or their respective Subsidiaries shall receive the interest in the benefits and obligations of the B&N Portion under applicable portion of such Shared ContractContract to the extent not relating to the Business.

Shared Contracts. The (a) Except as set forth on Schedule IX, 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 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 SpinCo 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 SpinCo Business (the “BNED SpinCo Portion”), which rights shall be a BNED SpinCo Asset and which obligations shall be a BNED Liability SpinCo Liability, and (b) a member of the B&N Honeywell Group is the beneficiary of the rights and is responsible for the obligations related to such Shared Contract not relating to the BNED SpinCo Business (the “B&N Honeywell Portion”), which rights shall be a B&N Honeywell Asset and which obligations shall be a B&N Honeywell 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 and/or 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 reasonable and permissible arrangement to provide that, following the Distribution and until the earlier of five years one year after the Distribution Date and such time as the formal division, partial assignment, modification and/or or replication of such Shared Contract as contemplated by the previous sentence is effected, a member of the BNED SpinCo Group shall receive the interest in the benefits and obligations of the BNED SpinCo Portion under such Shared Contract and a member of the B&N Honeywell Group shall receive the interest in the benefits and obligations of the B&N Honeywell Portion under such Shared Contract. (b) Nothing in this Section 2.05 shall require either Party nor any member of their respective Groups to contribute capital, pay or grant any consideration or concession in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person (other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be reimbursed by the Party or the member of the Party’s Group entitled to such Asset or intended to assume such Liability, as applicable, as promptly as reasonably practicable). For avoidance of doubt, reasonable out-of-pocket expenses, and recording or similar fees shall not include any purchase price, license fee or other payment or compensation for the procurement of any asset secured to replace an Asset in the course of a Party’s obligation under Section 2.05(a).

Shared Contracts. The Parties shallEach of Seller and Buyer will, and shall cause in cooperation with the members of their respective Groups toother, use their respective its commercially reasonable best efforts both before and after the Closing to work together (effect the assignment and assumption of the Shared Contract Rights and the Shared Contract Obligations to a Group Company or to Seller, as applicable and as agreed by Seller and Buyer, under the Shared Contracts pursuant to this Agreement and the Transition Services Agreement by, among other things, amending the Shared Contracts to separately assign and assume the Shared Contract Rights and the Shared Contract Obligations to a Group Company or Seller, as applicable and as agreed by Seller and Buyer, and, if necessary or deemed desirable by Seller and desirableBuyer, to work execute new contracts with respect thereto; provided, that if commercially reasonable efforts require the third party payment of any consideration (monetary or otherwise) to, or the concession or provision of any right to, or the amendment or modification in any manner adverse to such Shared Contract) in an effort to divideany Group Company or Seller, partially assign, modify and/or replicate (in whole or in part) the respective rights and obligations under and in respect of any Shared ContractContract with, any third party, Seller and Buyer shall cooperate in good faith and assign any additional liabilities or benefits as a result of such that (a) assignment and assumption based upon a member proportionate amount 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 Rights and Shared Contract Obligations of each party as agreed in good faith between Buyer and Seller pursuant to the BNED Business (the “BNED Portion”), which rights applicable Shared Contract. Buyer and Seller shall be a BNED Asset and which obligations shall be a BNED Liability and (b) a member of the B&N cooperate to mitigate any losses to any 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, Company or their respective Group membersSeller, as applicable, as a result of each party’s obligations pursuant to this Section 7.4. If any Shared Contract Rights to be assumed by a Group Company are not able assigned to enter into an arrangement a Group Company prior to formally divideor on the Closing Date, partially assignand unless the parties otherwise agree in writing, modify and/or replicate during the remaining term of the applicable Shared Contract, not to exceed twelve (12) months, the Parties shall use their respective commercially reasonable efforts to allow the applicable Group Company, to the extent permitted by applicable Law and to the extent reasonably within the contractual or other ability or control of Seller or its Affiliates, as the case may be, to receive such Shared Contract prior Rights, subject to such Group Company’s satisfaction of all Shared Contract Obligations thereunder; provided, however, that the applicable Group Company shall reimburse Seller or its applicable Affiliate for any reasonable and documented out-of-pocket expenses (which shall not include, for the avoidance of doubt, any costs associated with personnel) incurred in connection with any such arrangement to the Distribution as extent such services and costs are not otherwise contemplated by the previous sentenceTransition Services Agreement. If any Shared Contract Rights to be assumed by Seller are not assigned to Seller prior to or on the Closing Date, then and unless the parties otherwise agree in writing, during the remaining term of the applicable Shared Contract, not to exceed twelve (12) months, the Parties shall, and shall cause use their respective commercially reasonable efforts to allow Seller, to the extent permitted by applicable Law and to the extent reasonably within the contractual or other ability or control of any Group members toCompany or its Affiliates, 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 divisioncase may be, partial assignment, modification and/or replication of to receive such Shared Contract as Rights, subject to Seller’s satisfaction of all Shared Contract Obligations thereunder; provided, however, that Seller shall reimburse such Group Company or its applicable Affiliate for any reasonable and documented out-of-pocket expenses (which shall not include, for the avoidance of doubt, any costs associated with personnel) incurred in connection with any such arrangement to the extent such services and costs are not otherwise contemplated by the previous sentence is effectedTransition Services Agreement. Notwithstanding the foregoing covenants of each Party contained in this Section 7.4, a member Buyer and Seller agree that the Shared Contracts set forth on Schedule 7.4 of the BNED Company Disclosure Schedules shall be transferred to a Group Company and shall receive the interest in the benefits be an asset and obligations liability 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 ContractCompany.

Shared Contracts. The Parties shallWith effect from the Separation Date until the termination or expiry of the relevant Shared Contract, in respect of the Sandoz Part or Novartis Part (as applicable) of each Shared Contract: (a) subject to sub-paragraphs (b) and (c) below, the provisions of paragraphs 1.1 (Transfers effective prior to the Separation Date) to 1.6 (Third Party Consents Not Obtained Prior to Commencement of Separation) of this Part A (Transferring Contracts) of Schedule 1 (Transferring Contracts and Non-Transferring Tenders) shall cause apply mutatis mutandis as though: (i) a Third Party Consent is required in respect of the members transfer of their respective Groups tothe Sandoz Part or Novartis Part, use their respective reasonable best efforts as applicable, of such Shared Contract; and (ii) such Third Party Consent has not been obtained at the Separation Date; (b) the application of the provisions of this Part A (Transferring Contracts) of Schedule 1 (Transferring Contracts and Non-Transferring Tenders) to work together the Shared Contracts referred to in schedule 8 of the Manufacturing and Supply Agreement shall be subject to the terms of schedule 8 of the Manufacturing and Supply Agreement; and (and, c) if necessary and desirable, the relevant member of the Sandoz Group or member of the Novartis Group (as applicable) wishes to work with enforce any of its rights under the third party Sandoz Part or Novartis Part (as applicable) (the Relevant Shared Contract Beneficiary) of any Shared Contract: (i) it shall give written notice to the relevant member of the Novartis Group (if the Relevant Shared Contract Beneficiary is a member of the Sandoz Group) or the relevant member of the Sandoz Group (if the Relevant Shared Contract Beneficiary is a member of the Novartis Group) (as applicable) that is Party to such Shared ContractContract (the Relevant Shared Contract Party) in an effort containing reasonably specific details of any claim that it wishes to divide, partially assign, modify and/or replicate make to enforce its rights under the Sandoz Part or Novartis Part (in whole or in partas applicable) the respective rights and obligations under and in respect of any Shared Contract, including such that Information as is available to it to allow such Relevant Shared Contract Party (aas applicable) a to assess the merits of such claim and its amount; and (ii) if such Shared Contract primarily relates to the Sandoz Business, Sandoz (or any member of the BNED Group is the beneficiary of the rights Sandoz Group) shall, subject to Novartis 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 each member of the B&N Novartis Group is the beneficiary of the rights and is responsible for the obligations related to such Shared Contract not relating being indemnified by Sandoz against all Liabilities suffered or incurred by them to the BNED Business extent arising out of or resulting from the conduct of any claim having been assumed by Sandoz (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 Sandoz Group) under this sub-paragraph 1.7(c)(ii), be entitled (at its election and sole expense) to take such action as it shall receive deem necessary to negotiate, make, assert, avoid, dispute, deny, defend, resist, appeal, compromise, contest, settle, discharge or otherwise deal with any such claim and to have the interest in the benefits conduct of any related proceedings, negotiations or appeals; provided, that Sandoz shall ensure that it and obligations each member of the BNED Portion Sandoz Group shall: (A) not advance any argument against the counterparty under such Shared Contract and a or take any step that would reasonably be likely to have an adverse impact on Novartis, any of its Affiliates or the Novartis Business; (B) take into account any reasonable requests of Novartis (or any member of the B&N Group shall receive Novartis Group) in respect of such claim; and (C) keep Novartis regularly informed in respect of such claim; or (iii) if such Shared Contract primarily relates to the interest in the benefits and obligations Novartis Business, Novartis (or any member of the B&N Portion Novartis Group or its Affiliates) shall be entitled, subject to Sandoz and each member of the Sandoz Group being indemnified by Novartis against all Liabilities suffered or incurred by them to the extent arising out of or resulting from the conduct of any claim having been assumed by Novartis (or any member of the Novartis Group) under this sub-paragraph (iii), (at its election and sole expense) to take such action as it shall deem necessary to negotiate, make, assert, avoid, dispute, deny, defend, resist, appeal, compromise, contest, settle, discharge or otherwise deal with any such claim and to have the conduct of any related proceedings, negotiations or appeals; provided, that Novartis shall ensure that it and each member of the Novartis Group shall: (A) not advance any argument against the counterparty under such Shared ContractContract or take any step that would reasonably be likely to have an adverse impact on the Sandoz Business; (B) take into account any reasonable requests of Sandoz (or any member of the Sandoz Group) in respect of such claim; and (C) keep Sandoz regularly informed in respect of such claim.

Shared Contracts. Schedule 2.6 contains a complete and accurate list of the Shared Contracts with an annual cost of at least $50,000 per year or $150,000 over the term of the Shared Contract and all Shared Contracts otherwise material to the Purchased Stations, in each case unless terminable without penalty by notice of ninety (90) days or less and not otherwise material (the “Material Shared Contracts”). The Parties shall, and shall cause the members of their respective Groups to, will use their respective reasonable best efforts (and each Party shall cooperate with the other Party) to separate the Shared Contracts into separate Contracts effective as of the Closing so that from and after the Closing, Mediaco will have the sole benefit and Liabilities with respect to each Shared Contract to the extent related to the Mediaco Business and Emmis will have the sole benefit and Liabilities with respect to each Shared Contract to the extent not related to the Mediaco Business. Upon such separation of a Shared Contract, the separated Contract that is related to the Mediaco Business will be a Mediaco Asset and the other separated Contract will be an Excluded Asset. If any Shared Contract is not separated prior to the Closing Date, then such Shared Contract shall be governed under Section 2.3, 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 Mediaco under which the party which is a party to such Shared Contract will use reasonable best efforts to work together (andperform its obligations and exercise its rights thereunder to enable each Group to continue to receive the benefits and assume the obligations, if necessary and desirablein each case, that it received or assumed prior to work with the third party to such Shared Contract) in an effort to divideClosing Date, 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 until such Shared Contract relating expires in accordance with its terms. Emmis and Mediaco 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 Closing, any such separation of a Shared Contract. Neither Emmis nor Mediaco will amend, renew, extend or otherwise modify any Shared Contract without the consent of the other Party to the BNED Business (the “BNED Portion”)extent such amendment, which rights shall be a BNED Asset and which renewal, extension or modification would adversely affect or impose any material 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 Contracton other Party.

Shared Contracts. The Parties shall(1) During the Interim Period, the Vendor Parent shall use commercially reasonable efforts to cause any Shared Contract to be split into two separate contracts (such that the Vendor Parent or any of its Subsidiaries (other than a Purchased Entity) and the counterparty are a party to one and a Purchased Entity and the counterparty are a party to the other) or otherwise assigned, amended and/or novated, as applicable, prior to or on the Closing Date, such that the Vendor Parent and/or its Subsidiaries (other than the Purchased Entities), on one hand, and the Purchased Entities (as applicable), on the other hand, shall be entitled only to the rights and benefits, and shall cause assume or otherwise be liable for only the members related portion of their respective Groups toany Liabilities, use their respective reasonable best efforts enuring to work together the Vendor Business and the Coal Business, respectively; provided, however, that in no event shall this Section 5.14 require the Vendor Parent or any of its Subsidiaries to (anda) make any non de minimis payment, if necessary and desirableincur any non de minimis Liability or grant any non de minimis concession for the benefit of any Person in order to effect any action contemplated by this Section 5.14(1); (b) assign, amend and/or novate any Shared Contract in its entirety or any portion of any Shared Contract which is not assignable (or cannot be amended or novated) by its terms (including any terms imposing consents or conditions on an assignment, amendment or novation where such consents or conditions have not been obtained or fulfilled), or (c) partially assign (or amend or novate) any Shared Contract if, in the opinion of the Vendor Parent, such assignment, amendment and/or novation could reasonably be expected to work with impair the third party to benefit derived by the Vendor Parent or its Subsidiaries from such Shared Contract. For greater certainty, the separation, assignment, amendment and/or novation of Shared Contracts described in this Section 5.14(1) shall not be a condition to the Closing. (2) Notwithstanding Section 11.4, to the extent any Shared Contract to which no Purchased Entity is a party thereto cannot be separated, assigned, amended and/or novated prior to or on the Closing Date in an effort accordance with Section 5.14(1), excluding, at the Vendor Parties' election, the Shared Contracts listed in Section 5.14(2) of the Disclosure Letter, the Vendor Parties shall to divide, partially assign, modify and/or replicate the extent (in whole or in parta) permitted by Law and the respective rights provisions of the applicable Shared Contract and obligations (b) feasible under and in respect the provisions of any the applicable Shared Contract, such act after the Closing as the applicable Purchased Entities' agent to the extent that (a) a member the Shared Contract relates to the Coal Business, or otherwise hold the benefit of the BNED Group is Shared Contract to that extent for, or provide the beneficiary benefit of the rights and is responsible for the obligations related Shared Contract to that extent to, the applicable Purchased Entities (via trust or any other form of commercial arrangement, including the on-sale of goods procured under the Shared Contract at cost), and shall cooperate, to the extent permitted by Law and the provisions of the applicable Shared Contract, with the Purchaser in any other reasonable arrangement designed to provide such benefits to the applicable Purchased Entities (collectively, "Shared Contract Agency Arrangements") until such time as the Shared Contract expires in accordance with its term or the portion of such the Shared Contract relating to the BNED Coal Business can be separated, assigned, amended and/or novated to, or for the benefit of, the applicable Purchased Entities, and all rights and obligations relating to the Coal Business under any Shared Contract subject to a Shared Contract Agency Arrangement will be deemed to be respectively Coal Assets and Coal Liabilities. The applicable Purchased Entities shall bear the costs incurred by a Vendor Party under the terms of any such Shared Contract to the extent that such costs are incurred in relation to the Coal Business pursuant to any such Shared Contract Agency Arrangement. To the extent any Shared Contract to which no Purchased Entity is a party thereto (a) cannot be separated, assigned, amended and/or novated prior to or on the “BNED Portion”Closing Date in accordance with Section 5.14(1), which rights shall be a BNED Asset and which obligations shall be a BNED Liability and (b) a member excluding, at the Vendor Parties' election, the Shared Contracts listed in Section 5.14(2) of the B&N Group Disclosure Letter, cannot be made subject to a Shared Contract Agency Arrangement in accordance with this Section 5.14(2), such Shared Contract shall be deemed to be an Excluded Asset (and the Liabilities thereunder shall be deemed to be Excluded Liabilities). (3) To the extent any Shared Contract to which any Purchased Entity is a party thereto cannot be separated, assigned, amended and/or novated pursuant to Section 5.14(1) prior to or on the beneficiary Closing Date: (i) all rights and obligations of the Vendor Parent and/or its applicable Subsidiaries (other than the Purchased Entities) in respect of such Shared Contract (or any portion thereof) shall remain with the Vendor Parent or such Subsidiaries, as applicable, and all such rights and obligations shall be deemed to be Excluded Assets and Excluded Liabilities, respectively; (ii) all rights and obligations of the applicable Purchased Entities in respect of such Shared Contract (or any portion thereof) shall remain with the applicable Purchased Entities, and all such rights and obligations shall be deemed to be Coal Assets and Coal Liabilities, respectively; and (iii) none of: (A) the Vendor Parent or any of its Subsidiaries (on the one hand); or (B) any of the Purchaser Parties or Purchased Entities (on the other hand), shall have any Liabilities (including any payment obligations) in connection with any such Shared Contract except to any third party who is responsible for the obligations related party to such Shared Contract as provided under the provisions of such Shared Contract; provided that, in the case of the Vendor Parent and its Subsidiaries, each of them must ensure that it does not relating do anything to cause any of the BNED Business (the “B&N Portion”), which rights shall be Purchaser Parties and/or Purchased Entities to incur any liability to 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 third party in relation to enter into an arrangement to formally divide, partially assign, modify and/or replicate such Shared Contract prior and, in the case of the Purchaser Parties and/or Purchased Entities, each of them must ensure that it does not do anything to cause any of the Vendor Parent or any of its Subsidiaries (other than the Purchased Entities) to incur any Liability to a third party in relation to such Shared Contract. This Section 5.14(3) is without prejudice to the Distribution as contemplated by liability of any party under any such Shared Contract to a third party under the previous sentence, then the terms of that arrangement. (4) The Vendor Parties shall, upon the Purchaser's reasonable request, (a) reasonably consult with the Purchaser and shall cause their respective Group members toits Representatives from time to time regarding the separation, 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 amendment, novation and/or replication termination of such Shared Contract as contemplated by Contracts pursuant to this Section 5.14; and (b) use commercially reasonable efforts to facilitate discussions between the previous sentence is effectedPurchaser and its Representatives (and the one hand) and the Vendor Parties' partners, a member suppliers and service providers (on the other hand) in connection with the Purchaser's transition and integration of the BNED Group shall receive Coal Business and the interest in Coal Assets into the benefits Purchaser group from 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 Contractafter Closing.

Shared Contracts. The Parties (a) Shared Contractual Liabilities pursuant to, under or directly relating to Shared Contracts shall, unless otherwise allocated pursuant to Section 7.15(a) of the Delta Disclosure Schedule, this Agreement or a Related Agreement, be allocated between Delta and Newco as follows: (i) If a Liability is incurred exclusively in respect of the DPP Business or the Excluded Businesses, such Liability shall cause be allocated to Newco (in respect of the members DPP Business) or Delta (in respect of the Excluded Businesses); (ii) If a Liability cannot be so allocated under clause (i) above, such Liability shall be allocated to Delta or Newco, as the case may be, based on the relative proportions of total economic benefit received (over the term of the Shared Contract remaining as of the Closing Date, measured as of the date of the allocation) by the DPP Business or the Excluded Business under the relevant Shared Contract. Notwithstanding the foregoing, each of Delta and Newco shall be responsible for any or all Liabilities arising from its (or its Subsidiary’s) breach of the relevant Shared Contract to which this Section 7.15 otherwise pertains. (b) If Delta or any Retained Subsidiary, on the one hand, or Newco or any of its Subsidiaries (including the Transferred DPP Companies and their respective Groups toSubsidiaries), on the other hand, receives any benefit or payment which under any Shared Contract was intended for the other, Delta and Newco will use their respective reasonable best efforts to, and to work together cause their respective Subsidiaries to, deliver such benefit or payment to the other party. (andc) Notwithstanding anything to the contrary herein, if necessary and desirablethe parties agree that the Shared Contracts listed on Section 7.15(c)(i) of the Delta Disclosure Schedule shall not be deemed to be DPP Assets hereunder (the “Excluded Shared Contracts”). Without limiting the foregoing, to work with the parties have determined that it is advisable that certain Shared Contracts, which are identified on Section 7.15(c)(ii) of the Delta Disclosure Schedule, be separated into separate Contracts between the appropriate third party and either the Excluded Businesses or the DPP Business. The parties agree to cooperate and provide reasonable assistance prior to the Closing (with no obligation on the part of either party to pay any costs or fees with respect to such Shared Contractassistance) in an effort to divide, partially assign, modify and/or replicate (in whole or in part) effecting 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 separation of such Shared Contract relating Contracts. Notwithstanding anything to the BNED Business (contrary herein, without the “BNED Portion”)prior written consent of Newco, which rights shall be a BNED Asset and which obligations shall be a BNED Liability and (b) a member no Transferred DPP Company or any Subsidiary of the B&N Group is Transferred DPP Companies shall enter into any new Shared Contract after the beneficiary date hereof or any separate Contract with respect to any or all of the rights and is responsible for Shared Contracts set forth on Section 7.15(c)(ii) of the obligations related to such Shared Contract not relating Delta Disclosure Schedule to the BNED Business extent that such new or separate Contract (the x) is a sourcing Contract containing “B&N Portion”), which rights shall be a B&N Asset and which take or pay” 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 Transferred DPP Company or respective Subsidiary thereof or (y) requires payment of any costs 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 Transferred DPP Company or respective Subsidiary thereof to terminate such Shared separate Contract. (d) As used in this Section 7.15, Newco’s Subsidiaries shall include the Transferred DPP Companies and their Subsidiaries.

Shared Contracts. The Parties shall(a) Any Transferred Contract to be conveyed, transferred, assigned and delivered in accordance with Section 2.02(f)(iv) or Section 2.02(f)(i) that does not exclusively relate to the Business (each, a “Shared Contract”) shall be conveyed, transferred, assigned and delivered only with respect to (and preserving the meaning of) those parts that relate to the Business, to an Acquired Company, if so assignable, transferrable or conveyable, or appropriately amended prior to, on or after the Closing, so that an Acquired Company shall be entitled to the rights and benefit of those parts of such Shared Contract that relate to the Business and shall cause assume the members of their respective Groups to, use their respective reasonable best efforts to work together (and, if necessary and desirable, to work related liabilities with the third party respect to such Shared Contract, as contemplated by Section 2.02(f)(iv), Section 2.02(f)(i) and Section 2.04(b), respectively; provided that (i) in an effort no event shall any Person be required to divideconvey, partially assigntransfer, modify and/or replicate assign or deliver (or amend), either in whole or in part, any Shared Contract that is not assignable (or cannot be amended) by its terms without the respective rights and obligations under and in respect consent or approval of any other Person and (ii) if any Shared Contract cannot be so partially assigned by its terms or otherwise, or cannot be amended, without such consent or approval, (A) until such time that such consent or approval is obtained, Parent will cooperate with VS Holdco to establish an agency type or other similar arrangement reasonably satisfactory to Parent and VS Holdco intended to both (x) provide an Acquired Company, to the fullest extent practicable under such Shared Contract, the claims, rights and benefits of those parts that relate to the Business and (y) cause such that Acquired Company to bear the related costs and liabilities thereunder from and after the Closing in accordance with this Agreement (aincluding by means of any subcontracting, sublicensing or subleasing arrangement) a member and in furtherance of the BNED Group is foregoing, VS Holdco shall, or shall cause another Acquired Company to, and Buyer shall cause VS Holdco or another Acquired Company to, promptly pay, perform or discharge when due any such debt, obligation or liability (including any liability for Taxes (other than Excluded Taxes)) arising after 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”)Closing Date, which rights shall be a BNED Asset and which obligations shall be a BNED Liability and (bB) a member of the B&N Group is the beneficiary of the rights and is responsible for the obligations related failure 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, so assign or their respective Group members, as applicable, are not able to enter into an arrangement to formally divide, partially assign, modify and/or replicate amend such Shared Contract prior to the Distribution Closing shall not, in and of itself, be deemed to be a failure of the closing conditions set forth in ‎Article 8 or delay the Closing. (b) For so long as contemplated by the previous sentenceParent or any of its Affiliates are parties to any Shared Contract and provide any Acquired Company any claims, then the Parties shall, rights and shall cause their respective Group members to, cooperate in benefits of 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 pursuant to an arrangement described in Section 2.06(a), (x) such Acquired Company shall indemnify Parent and its Affiliates against and shall hold each of them harmless from any and all Damages actually suffered by the previous sentence is effectedParent or any of its Affiliates arising out of Parent’s or such Affiliate’s post-Closing direct or indirect ownership, a member management or operation of the BNED Group shall receive the interest in the benefits and obligations of the BNED Portion under any such Shared Contract (to the extent that such Damages relate to the Business) and a member (y) Parent shall indemnify VS Holdco and its Affiliates against and shall hold each of the B&N Group shall receive the interest in the benefits them harmless from any and obligations all Damages actually suffered by VS Holdco or any of the B&N Portion under its Affiliates arising out of Parent’s or its Affiliates’ breach of any such Shared ContractContract (to the extent that such Damages relate to Parent’s and its Affiliates’ business(es), other than the Business). (c) Notwithstanding anything in this Section 2.06 to the contrary, with respect to the Fragrance House Contracts, the obligations and rights set forth in this Section 2.06 shall apply to the Fragrance House Contracts solely to the extent they exclusively relate to the Transferred Formulas (it being understood that Section 5.26 shall apply with respect to the treatment of Shared Formulas).

Shared Contracts. The Parties From and after the date hereof, each of Parent and Purchaser shall, and shall cause the members of their respective Groups its Affiliates to, use their respective commercially reasonable best efforts to work together (andcause the third-party counterparty to each Shared Contract and each Shared Parent Contract to put in place an arrangement or arrangements, if necessary and desirable, on terms substantially similar to work with the third party to those contained in such Shared Contract or Shared Parent Contract, as applicable, (a) so that Parent or its Affiliates will, following the Closing, be entitled to the rights and benefits, and responsible for the obligations and Liabilities, in an effort each case to dividethe extent related to the Retained Business, partially under such Shared Contract or Shared Parent Contract, and (b) so that Purchaser or its Affiliates will, following the Closing, be entitled to the rights and benefits, and responsible for the obligations and Liabilities, in each case to the extent related to the Business, under such Shared Contract or Shared Parent Contract, in each case, at Parent’s sole cost and expense, including by amendment of a Shared Contract or Shared Parent Contract, or entry into a new Contract in place of a Shared Contract or Shared Parent Contract (each, a “New Contract”), so that, following such time, Parent or its Affiliates will be entitled to the rights and benefits and responsible for the obligations and Liabilities in each case to the extent related to the Retained Business under such Shared Contract or Shared Parent Contract and Purchaser or its Affiliates will be entitled to the rights and benefits and responsible for the obligations and Liabilities in each case to the extent related to the Business under such Shared Contract or Shared Parent Contract. Notwithstanding the foregoing, Parent shall not, and shall ensure that its Affiliates do not, enter into any New Contract, or assign, modify and/or replicate (in whole amend or in part) the respective rights and obligations under and in respect of terminate any Shared Contract, such that Shared Parent Contract or New Contract, make any payment or grant any concession (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”)or, 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 sentenceClosing, then the Parties shall, and shall cause their respective Group members to, cooperate in permit any lawful arrangement Transferred Entity 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 take any of the BNED Group shall receive foregoing actions), in each case for the interest in the benefits and obligations purpose 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 entering into any New Contract, or assigning, amending or terminating any Shared Contract, Shared Parent Contract or New Contract, in each case, without the prior written consent of Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed).

Shared Contracts. The Parties (a) Section 5.15(a) of the Seller’s Disclosure Schedule sets forth a list of all of the Shared Contracts. With respect to Shared Contractual Liabilities pursuant to, under, or relating to a given Shared Contract, such Shared Contractual Liabilities shall, unless otherwise allocated pursuant to this Agreement or a Related Agreement, be allocated between SEE and Buyer as follows: (i) If a Shared Contractual Liability is incurred exclusively in respect of the Diversey Business or the Excluded Businesses, such Shared Contractual Liability shall cause be allocated entirely to Buyer (in respect of the members Diversey Business) or SEE (in respect of the Excluded Businesses); (ii) If a Shared Contractual Liability cannot be so allocated under clause (i) above, such Shared Contractual Liability shall be allocated to SEE or Buyer, as the case may be, based on the relative proportions of total benefit received (over the term of the Shared Contract remaining as of the Closing Date, measured as of the date of the allocation) by the Diversey Business or the Excluded Business under the relevant Shared Contract. Notwithstanding the foregoing, each of SEE and Buyer shall be responsible for any or all Shared Contractual Liabilities arising from its (or its Subsidiary’s) breach of the relevant Shared Contract to which this Section 5.15 otherwise pertains and SEE will be responsible for all of its (or its Subsidiary’s) breaches of Shared Contracts prior to the Closing, and all of the foregoing breaches for which SEE is responsible shall be Retained Liabilities. (b) If SEE or any Retained Subsidiary, on the one hand, or Buyer or any of its Subsidiaries (including the Transferred Diversey Companies and their Subsidiaries), on the other hand, receives any benefit or payment which under any Shared Contract was intended for the other, SEE and Buyer will use their respective Groups reasonable best efforts to, and to cause their respective Subsidiaries to, deliver such benefit or payment to the other party. (c) Notwithstanding anything to the contrary herein, the parties agree that the Shared Contracts listed on Section 5.15(c)(i) of the Seller’s Disclosure Schedule shall not be deemed to be Diversey Assets hereunder (the “Excluded Shared Contracts”). Without limiting the foregoing, the parties have determined that it is advisable that certain Shared Contracts, which are identified on Section 5.15(c)(ii) of the Seller’s Disclosure Schedule, be separated into separate Contracts between the appropriate third party and either SEE (or its designee), with respect to the Excluded Businesses, or Buyer (or its designee, with respect to the Diversey Business). From the date hereof until the date that is eighteen (18) months following the Closing Date, the parties hereto shall use their respective reasonable best efforts to work together (andenter into or to grant, if and to cause each third-party counterparty to each Shared Contract identified on Section 5.15(c)(ii) of the Seller’s Disclosure Schedule to enter into or to grant, any such new agreements or consents as are reasonably necessary to permit SEE and desirableits Affiliates or Buyer and its Affiliates, as applicable, to work derive the benefits, and assume the obligations and economic burdens, with respect to each Shared Contract identified on Section 5.15(c)(ii) of the Seller’s Disclosure Schedule on an independent basis following the Closing; provided, however, that neither SEE, Buyer, nor any of their respective Affiliates shall be required to offer or grant any financial or non-financial accommodation in connection therewith. If, on the Closing Date, any such third party agreement or consent is not obtained, SEE and Buyer shall, and SEE shall cause the other Sellers to, cooperate in a mutually acceptable arrangement under which Sellers and their respective Affiliates or Buyer and its Affiliates, as applicable, would in compliance with Law, obtain the appropriate benefits and assume the related obligations and bear the related economic burdens in respect of each Shared Contract identified on Section 5.15(c)(ii) of the Seller’s Disclosure Schedule, including by means of subcontracting, sublicensing, or subleasing arrangements, or enforcement by the party to such Shared ContractContract for the benefit (and at the expense) 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 other party or its Affiliates (as applicable) that is an intended beneficiary thereof pursuant to this Section 5.15. Notwithstanding anything in this Agreement to the beneficiary contrary, the costs and expenses incurred by SEE or its Affiliates or the Transferred Diversey Companies or the Diversey Business in connection with the foregoing shall be borne fifty percent (50%) by SEE and fifty percent (50%) by Buyer (other than with respect to costs of Day 1 Readiness Activities as defined in Section 5.34 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”)Seller’s Disclosure Schedule, which rights costs of Day 1 Readiness Activities will be borne solely by SEE up to $1,300,000, with all costs of Day 1 Readiness Activities in excess of $1,300,000 to be borne fifty percent (50%) by SEE and fifty percent (50%) by Buyer. (d) As used in this Section 5.15, Buyer’s Subsidiaries shall be a BNED Asset include the Transferred Diversey Companies and which obligations shall be a BNED Liability their Subsidiaries from 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 ContractClosing.

Shared Contracts. The Parties (a) With respect to Shared Contractual Liabilities pursuant to, under or relating to a given Shared Contract, such Shared Contractual Liabilities shall, unless otherwise allocated pursuant to this Agreement, a Local Purchase Agreement or an Ancillary Agreement, be allocated between ASD and the Retained Subsidiaries, on the one hand, and each Buyer and its Subsidiaries, on the other hand, as follows: (i) first, to the extent a Liability is incurred exclusively in respect of a benefit received by the Excluded Businesses or the B&K Business, such Liability shall cause be determined to be a Retained Liability or an Assumed Liability, respectively; and (ii) second, to the members extent a Liability cannot be so allocated under clause (i) above, such Liability shall be allocated to ASD and the Retained Subsidiaries, on the one hand, and to such Buyer and its Subsidiaries, on the other hand, as the case may be, based on the relative proportions of total benefit received (over the term of the Shared Contract, measured up to the date of the allocation) by ASD and the Retained Subsidiaries, on the one hand, or such Buyer and its Subsidiaries, on the other hand, under the relevant Shared Contract. Notwithstanding the foregoing, ASD, Americas Buyer and International Buyer shall be responsible for any or all Liabilities arising out of or resulting from their (or their respective Groups toSubsidiaries’) breach of the relevant Shared Contract to which this Section 7.24 otherwise pertains. (b) If ASD or any Retained Subsidiary, on the one hand, or such Buyer or any of its Subsidiaries, on the other hand, receives any benefit or payment under any Shared Contract which was intended for the other party, ASD and such Buyer will use their respective reasonable best commercial efforts to, and to work together cause their respective Subsidiaries to, deliver, transfer or otherwise afford such benefit or payment to the other party. (andc) Notwithstanding anything to the contrary herein, if necessary and desirablethe parties agree that the Shared Contracts listed on Section 7.24(c)(i) of the Seller’s Disclosure Schedule shall not be deemed to be B&K Assets hereunder. Without limiting the foregoing, to work with the parties have determined that it is advisable that certain Shared Contracts, which are identified on Section 7.24(c)(ii) of the Seller’s Disclosure Schedule, be separated into separate Contracts between the appropriate third party and either the Excluded Businesses, the Americas B&K Business or the International B&K Business. The parties agree to cooperate and provide reasonable assistance prior to Closing (with no obligation on the part of either party to pay any costs or fees with respect to such Shared Contractassistance) in an effort to divide, partially assign, modify and/or replicate (in whole or in part) effecting 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 separation of such Shared Contract relating to Contracts. (d) As used in this Section 7.24, each Buyers’ Subsidiaries shall include 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 ContractB&K Companies.

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 Subject to Section 2.03(d) and other than with respect to the provision of Services under the Transition Services Agreement or other Shared Contracts that are addressed by any of the BNED Group is other Ancillary Agreements, from and after the beneficiary of the rights and is responsible for the obligations related Effective Date, AT&T shall use its reasonable efforts to that portion of such Shared Contract relating make available 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 Company 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 Disposition 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 rights under Shared Contracts to the extent such benefits and rights have historically been and currently are provided to the Vrio Business. With respect to any Shared Contracts made available to the Company Group pursuant to this Section 2.03(a), (i) no Person in the Company Group shall take any action, or refrain from taking any action, if (A) such action or inaction is reasonably likely to or does result in a breach on the part of any Person in the BNED Portion AT&T Group under such any Shared Contract and a member of (B) such Person in the B&N Company Group would otherwise be obligated to take or not take such action under the Shared Contract had such Person become severally liable under the Shared Contract at the Effective Date and (ii) each Person in the Company Group shall receive the interest in the benefits reasonably cooperate with AT&T and, at AT&T’s reasonable request, take such actions that are permissible and reasonably necessary or desirable to ensure that AT&T is able to perform its obligations of the B&N Portion constituting Shared Contract Liabilities under such Shared Contract. (b) With respect to Shared Contract Liabilities pursuant to, under or relating to a given Shared Contract, such Shared Contract 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 and (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 in the same manner as prior to the Effective Date or, in all other cases, 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. (c) If AT&T or any member of the AT&T Group, on the one hand, or the Company or any member of the Company Group, on the other hand, receives any benefit or payment under any Shared Contract which was intended for the other party or its Group, AT&T, on the one hand, or the Company, on the other hand, will use its respective reasonable best efforts, or will cause any member of its Group to use its reasonable best efforts, to deliver, transfer or otherwise afford such benefit or payment to the other party. (d) As of the Effective Date, it shall be the responsibility of the Company to use its reasonable best efforts to obtain the agreement of the third party that is the counterparty to each Shared Contract to enter into a new Contract in lieu of such Shared Contract effective no later than the Disposition Date. Except as expressly provided under any Ancillary Agreement, none of AT&T or any other member of the AT&T Group shall be obligated to make available to the Company Group the benefits and rights under any Shared Contracts after the Disposition Date. In no event shall AT&T be liable to the Company for (i) any Liabilities arising out of such new Contracts or (ii) Liabilities arising out of the failure of the Company to obtain any replacement contract.

Shared Contracts. (a) With respect to Shared Contractual Liabilities pursuant to, under or relating to a given Shared Contract, such Shared Contractual Liabilities shall, 173 unless otherwise allocated pursuant to this Agreement, a Local Purchase Agreement, a Local Asset Transfer Agreement, a Transitional Services Agreements, an Other Agreement to which Buyer or any Buyer Sub (or any DTI Company or Asset Seller, if the final version of such agreement was disclosed to Buyer prior to the date of this Agreement or otherwise approved by Buyer) is a party, or a Related Agreement, be allocated between DuPont and the Retained Subsidiaries, on the one hand, and Buyer and its Subsidiaries, on the other hand, as follows: (i) first, to the extent a Liability is incurred exclusively in respect of (A) a benefit received by the DuPont Business or the DTI Business or (B) a breach or failure to perform caused by the DuPont Business or the DTI Business (treating for this purpose any breaches or failures to perform by DuPont or its Affiliates that are caused by acts or failures to act by the DTI Business as a breach or failure to perform by the DTI Business), in each case such Liability shall be determined to be a Retained Liability or an Assumed Liability, respectively; and (ii) second, to the extent a Liability cannot be so allocated under clause (i) above, such Liability shall be allocated to DuPont and the Retained Subsidiaries, on the one hand, and to Buyer and its Subsidiaries, on the other hand, as the case may be, based on the relative proportions of total benefit received ((i) to the extent the Liabilities relate to a specified period, the relative benefits received by the DuPont Business and the DTI Business over such period and (ii) otherwise over the term of the Shared Contract, measured from January 1, 2003 or such later date as the Shared Contract was entered into up to the date of the allocation) by the DuPont Business, on the one hand, and the DTI Business, on the other hand, under the relevant Shared Contract. Notwithstanding the foregoing, DuPont or Buyer, as the case may be, shall be responsible for any or all Liabilities arising out of or resulting from their (or their respective Subsidiaries') breach of the relevant Shared Contract to which this Section 5.25 otherwise pertains. (b) If DuPont or any Retained Subsidiary, on the one hand, or Buyer or any of its Subsidiaries, on the other hand, receives any benefit or payment that under any Shared Contract was intended for the other party, DuPont or Buyer, as the case may be, will use its reasonable commercial efforts to, and to cause such Subsidiaries to, deliver, transfer or otherwise afford such benefit or payment to the other party. (c) Notwithstanding anything to the contrary herein, the parties agree that the Shared Contracts set forth on Schedule 5.25(c)(i) (excluding any Mirrored Shared Contracts, the "EXCLUDED SHARED CONTRACTS") shall not be deemed to be DTI Assets hereunder. Without limiting the foregoing, the parties have determined that it is advisable that certain Shared Contracts, which are set forth on Schedule 5.25(c)(ii) (together with any Excluded Shared Contracts that Buyer designates in writing no later than ten (10) Business Days prior to Closing as a Contract that it wants to be a Mirrored Shared Contract, collectively, the "MIRRORED SHARED CONTRACTS"), be separated into 174 separate Contracts between the appropriate third party and either the DuPont Business or the DTI Business as the case may be, in all material respects on the same terms (except for Mirrored Shared Contracts that are IT Assets which are addressed in Section 5.8); PROVIDED, that, for the avoidance of doubt, upon the separation of any such Mirrored Shared Contract, the newly created Contract that relates to the DTI Business shall be deemed to be a DTI Asset. The Parties parties agree to cooperate and provide reasonable assistance prior to, and for a period of nine (9) months following the Closing in effecting the separation of such Mirrored Shared Contracts. With respect to any Mirrored Shared Contract (other than any such Contract that would otherwise be an IT Asset) that has not been separated on or prior to the Closing, DuPont and Buyer shall, to the extent permitted by such Shared Contract, at or prior to the Closing enter into a transitional services agreement (a "TRANSITIONAL SERVICES AGREEMENT") reasonably satisfactory to each party which shall provide for Buyer to continue to receive the benefits and to continue to perform the obligations under such Shared Contracts, on, subject to the following sentence, the same terms (including appropriate indemnification provisions that would allocate DTI Business related Liabilities to Buyer on the basis consistent with the allocation in Section 5.25(a)), as those applicable to the DTI Business immediately prior to Closing; PROVIDED, that any such arrangement shall terminate upon the earlier of nine (9) months following the Closing and at such time as the underlying Shared Contract terminates or expires. Notwithstanding anything herein to the contrary, Buyer and DuPont shall share equally any additional costs imposed by a third party as a result of the arrangements contemplated by this Section 5.25(c). (i) In the event and to the extent that DuPont or any Retained Subsidiary is unable to obtain any required consent, approval or amendment required to separate a Mirrored Shared Contract or enter into a Transitional Services Agreement with respect to a Mirrored Shared Contract pursuant to Section 5.25(c), DuPont shall, and shall cause the members of their respective Groups Retained Subsidiaries to, use their respective reasonable best commercial efforts to work together (andi) continue to hold, if necessary and desirable, to work with the third party extent required by the terms applicable to such Shared Contract, be bound thereby, (ii) cooperate in an effort any arrangement, reasonable and lawful as to divideDuPont and Buyer, partially assign, modify and/or replicate (in whole designed to provide to Buyer or in part) its Subsidiaries the respective rights and obligations benefits arising under and in respect of any such Mirrored Shared Contract, including accepting such that reasonable direction as Buyer shall request of DuPont and (aiii) enforce at Buyer's request, or allow Buyer and its Affiliates to enforce in a member commercially reasonable manner, any rights of DuPont and its Affiliates under such Mirrored Shared Contract against the BNED Group is issuer thereof or the beneficiary of other party or parties thereto (including the rights and is responsible for the obligations related right to elect to terminate that portion of such Mirrored Shared Contract relating that relates to the BNED DTI Business in accordance with and to the extent permitted by the terms thereof upon the request of Buyer); PROVIDED, HOWEVER, that (except for Mirrored Shared Contracts that are IT Assets which are addressed in Section 5.8) the “BNED Portion”reasonable costs and expenses (including reasonable professional fees and expenses) incurred by DuPont or its Affiliates at Buyer's request, and incurred by Buyer or its Affiliates, in each case, with respect to any of the actions contemplated under clauses (ii) and (iii) above, shall be borne equally by Buyer and DuPont, except to the extent such costs and expenses would have been Buyer's obligation had such Mirrored Shared Contract been properly separated pursuant to Section 5.25(c), in which rights case such 175 costs and expenses 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 Liabilityborne solely by Buyer. 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 DuPont shall, and shall cause their respective Group members the Retained Subsidiaries to, cooperate without further consideration therefor, and without right of set-off, pay and remit to Buyer promptly all monies, rights and other considerations received in respect of such performance. (ii) To the extent that Buyer or any of its Affiliates (including the DTI Companies) or the DTI Business are, had been or are to be provided the benefits from and after the Closing Date of any Mirrored Shared Contract pursuant to subsection (d)(i) above, Buyer or such Affiliate shall pay, perform and discharge fully, promptly when due, for the benefit of the issuer thereof, or the other party or parties thereto, the obligations of DuPont or its relevant Affiliate, as the case may be, thereunder or in connection therewith or, if more advantageous to the parties, to take actions to enable DuPont or its Affiliates to pay, perform and discharge fully such obligations, but only to the extent that (i) such action by Buyer would not result in any lawful arrangement default (other than a Third Party Default) thereunder or in connection therewith and (ii) such performance pertains to, or is related to, the providing (past, present or future) of benefits to provide thatBuyer or its Affiliates or the DTI Business (including the DTI Companies); PROVIDED, following HOWEVER, that if Buyer or its Affiliates shall fail to perform to the Distribution and until the earlier of five years after the Distribution Date extent required herein and such time as the formal divisionfailure continues for ten (10) Business Days following notice thereof to Buyer, partial assignment, modification and/or replication of such Shared Contract as contemplated by the previous sentence is effected, a member of the BNED Group DuPont and its Affiliates shall receive the interest in the benefits and obligations of the BNED Portion thereafter cease to be obligated 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.this Section 5.25

Shared Contracts. The Parties shall(a) With respect to each of the contracts listed on Schedule 5.13 (each, a “Shared Contract”), subject to Section 5.13(c) and except as specifically described on Schedule 5.13, Buyer and the Sellers shall cause the members of their respective Groups to, use their respective commercially reasonable best efforts to work together (and, if necessary and desirable, arrange for one of the Companies or Subsidiaries to work enter into a new contract with the applicable third party to the Shared Contract, which new contract contains the terms and conditions applicable to the Business as of the date hereof with respect to such Shared Contract. (b) in an effort With respect to divide, partially assign, modify and/or replicate (in whole or in part) the respective rights and obligations under and in respect of any a Shared Contract, such in the event that a new contract is not entered into on or prior to the Closing Date as set forth in Section 5.13(a), the Sellers shall, subject to Section 5.13(c), use their commercially reasonable efforts (ai) a member to provide one of the BNED Group is Companies or Subsidiaries (as applicable), at the beneficiary applicable Company’s or Subsidiary’s expense, the applicable benefits under the Shared Contract; provided that, such expenses shall not materially exceed those that would have been incurred had a Company or Subsidiary entered into an agreement directly with the relevant third party on the terms of the relevant Shared Contract, (ii) to cooperate in a reasonable and lawful arrangement designed to provide such benefits to one of the Companies or Subsidiaries (as applicable) and (iii) to enforce at the request of one of the Companies or Subsidiaries and for the account of such Company or Subsidiary, at the applicable Company’s or Subsidiary’s expense, any of the rights and arising from any of the Shared Contracts that were to be assigned. To the extent such benefit is responsible made available and/or such arrangement is created for the benefit of one of the Companies or Subsidiaries, Buyer shall procure that the applicable Company or Subsidiary shall pay, perform, and discharge fully all obligations related applicable to the Business under any such agreement and provided that, to the extent that portion of such any Shared Contract relating is governed by English law, no such benefit shall be assigned to a Company or a Subsidiary under the preceding provisions of this Section 5.13(b) unless the corresponding obligations and liabilities under such contract are validly assumed by it by way of novation or otherwise. (c) If and to the BNED Business extent that performance of the obligations set out in Sections 5.13(a) and 5.13(b) would constitute unlawful financial assistance under the Companies ▇▇▇ ▇▇▇▇ (the “BNED Portion”)as amended) in relation to any U.K. Entity, which rights references in Section 5.13(a) and 5.13(b) to such U.K. Entity 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 deemed to such Shared Contract not relating refer instead 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 ContractBuyer.