Common use of Shared Contracts Clause in Contracts

Shared Contracts. The parties agree as follows: (a) At the written request of WPX, WMB will, and will cause other members of the WMB Group to, to the extent permitted by the applicable WMB Shared Contract and applicable law, make available to WPX or applicable members of the WPX Group the benefits and rights under the WMB Shared Contracts (except where the benefits or rights under such WMB Shared Contracts are specifically provided pursuant to an Ancillary Agreement) which are substantially equivalent to the benefits and rights enjoyed by the WMB Group under each WMB Shared Contract for which such request is made by WPX, to the extent such benefits relate to the WPX Business; provided, however, that the applicable members of the WPX Group will assume and discharge (or promptly reimburse WMB for) the obligations and liabilities under the relevant WMB Shared Contracts associated with the benefits and rights so made available to them. (b) At the written request of WMB, WPX will, and will cause other members of the WPX Group to, to the extent permitted by the applicable WPX Shared Contract and applicable law, make available to WMB or applicable members of the WMB Group the benefits and rights under the WPX Shared Contracts (except where the benefits or rights under such WPX Shared Contracts are specifically provided pursuant to an Ancillary Agreement) which are substantially equivalent to the benefits and rights enjoyed by the WPX Group under each WPX Shared Contract for which such request is made by WMB, to the extent such benefits relate to the WMB Business; provided, however, that the applicable members of the WMB Group will assume and discharge (or promptly reimburse WPX for) the obligations and liabilities under the relevant WPX Shared Contracts associated with the benefits and rights so made available to them. (c) The parties’ rights and obligations pursuant to this Section 2.5 will terminate upon the earliest to occur of (i) the Distribution Date, (ii) the termination of WMB’s obligation to effect the Distribution pursuant to Section 9.1, and (iii) with respect to any WMB Shared Contract or WPX Shared Contract in particular, such time that the arrangement pursuant to this Section 2.5 is no longer permitted thereunder.

Shared Contracts. The parties agree as follows: (a) At the written request of WPXFreescale, WMB Motorola will, and will cause other members of the WMB Motorola Group to, to the extent permitted by the applicable WMB Motorola Shared Contract and applicable law, make available to WPX Freescale or applicable members of the WPX Freescale Group the benefits and rights under the WMB Motorola Shared Contracts (except where the benefits or rights under such WMB Motorola Shared Contracts are specifically provided pursuant to an Ancillary Agreement) which are substantially equivalent to the benefits and rights enjoyed by the WMB Motorola Group under each WMB Motorola Shared Contract for which such request is made by WPXFreescale, to the extent such benefits relate to the WPX SPS Business; provided, however, that the applicable members of the WPX Freescale Group will assume and discharge (or promptly reimburse WMB Motorola for) the obligations and liabilities under the relevant WMB Motorola Shared Contracts associated with the benefits and rights so made available to them. (b) At the written request of WMBMotorola, WPX Freescale will, and will cause other members of the WPX Freescale Group to, to the extent permitted by the applicable WPX Freescale Shared Contract and applicable law, make available to WMB Motorola or applicable members of the WMB Motorola Group the benefits and rights under the WPX Freescale Shared Contracts (except where the benefits or rights under such WPX Freescale Shared Contracts are specifically provided pursuant to an Ancillary Agreement) which are substantially equivalent to the benefits and rights enjoyed by the WPX Freescale Group under each WPX Freescale Shared Contract for which such request is made by WMBMotorola, to the extent such benefits relate to the WMB Motorola Business; provided, however, that the applicable members of the WMB Motorola Group will assume and discharge (or promptly reimburse WPX Freescale for) the obligations and liabilities under the relevant WPX Freescale Shared Contracts associated with the benefits and rights so made available to them. (c) . The parties’ rights and obligations pursuant to this Section 2.5 2.6 will terminate upon the earliest to occur of (i) the Distribution Date, (ii) the termination of WMBMotorola’s obligation to effect the Distribution pursuant to Section 9.19.14(b), and (iii) with respect to any WMB Motorola Shared Contract or WPX Freescale Shared Contract in particular, such time that the arrangement pursuant to this Section 2.5 2.6 is no longer permitted thereunder.

Shared Contracts. The parties Except as otherwise set forth in the Employee Matters Agreement, to the extent applicable, Motorola and SpinCo agree as follows: (a) At the written request of WPX, WMB Motorola will, and will cause other members of the WMB Motorola Group to, to the extent specifically permitted by the applicable WMB Motorola Shared Contract and applicable law, make available assign such Motorola Shared Contract in part to WPX or SpinCo and the applicable members of the WPX SpinCo Group so that each party or the benefits and rights under the WMB Shared Contracts (except where the benefits or rights under such WMB Shared Contracts are specifically provided pursuant to an Ancillary Agreement) which are substantially equivalent members of their respective Group will be entitled to the benefits and rights enjoyed by relating to its or their business and will assume its or their related portion of any Liabilities under the WMB Group under each WMB Motorola Shared Contracts. (b) If any Motorola Shared Contract for which cannot be so partially assigned by its terms, Motorola and SpinCo will, and will cause the other members of its Group to, cooperate and use commercially reasonable efforts to enter into an arrangement with the counterparty to each Motorola Shared Contract to amend such request is made by WPX, Contract so as to delete all obligations therefrom to the extent that such benefits obligations relate to the WPX BusinessTransferred Businesses, and enter into a new Contract with the applicable counterparty which solely relates to the Transferred Businesses, on substantially equivalent terms and conditions as are then-in-effect under such Motorola Shared Contract; provided, however, that neither Motorola nor SpinCo will be required to pay any consideration to any third Person in connection with implementing the applicable members arrangements contemplated by this Section 2.6. If and when such consents or approvals are obtained or such other required actions have been taken, the partial assignment of the WPX Group such Motorola Shared Contract will assume and discharge (or promptly reimburse WMB for) the obligations and liabilities under the relevant WMB Shared Contracts associated be effected in accordance with the benefits and rights so made available to themterms of this Agreement. (bc) At With respect to each Motorola Shared Contract for which the written request of WMBarrangements described in Section 2.6(b) could not be entered into prior to the Distribution Date, WPX Motorola and SpinCo will, and will cause the other members of the WPX its respective Group to, cooperate in any lawful and reasonable arrangement, to the extent so permitted by under the applicable WPX terms of such Motorola Shared Contract and applicable law, make available to WMB or applicable members of provide the WMB SpinCo Group the benefits and rights under the WPX obligations of any such Motorola Shared Contracts (except where the benefits or rights under such WPX Shared Contracts are specifically provided pursuant to an Ancillary Agreement) which are substantially equivalent Contract with respect to the benefits Transferred Businesses, including subcontracting, licensing, sublicensing, leasing or subleasing to the SpinCo Group any or all of the Motorola Group’s rights and rights enjoyed by the WPX Group under each WPX obligations with respect to such Motorola Shared Contract for which such request is made by WMB, with respect to the extent Transferred Businesses. In any such arrangement, the SpinCo Group will (i) bear the sole responsibility for completion of the work or provision of goods and services, (ii) bear all Taxes with respect thereto or arising therefrom, (iii) be solely entitled to all benefits relate 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 Motorola Shared Contracts, and (v) promptly reimburse the WMB Business; provided, however, that reasonable costs and expenses of Motorola and the applicable other members of the WMB Motorola Group will assume and discharge (or promptly reimburse WPX for) the obligations and liabilities under the relevant WPX Shared Contracts associated with the benefits and rights so made available related to themsuch SpinCo activities. (cd) The parties’ foregoing terms will apply mutatis mutandis to any SpinCo Shared Contract. (e) The rights and obligations of Motorola and SpinCo pursuant to this Section 2.5 2.6 will terminate upon the earliest to occur of (i) 36 months after the Distribution Date, (ii) the termination of WMB’s obligation to effect the Distribution pursuant to Section 9.1, and (iii) with respect to any WMB Shared Contract or WPX Shared Contract in particular, such time that the arrangement pursuant to this Section 2.5 is no longer permitted thereunder.