Common use of Shared Contracts Clause in Contracts

Shared Contracts. (a) From the date hereof until the date that is 12 months following 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 Shared Contract) to divide, partially assign, modify or replicate (in whole or in part) the respective rights and obligations under and in respect of any Shared Contract, such that, following the Closing, (i) Purchaser, an Affiliate of Purchaser or a Group Company is the beneficiary of the rights and is responsible for the obligations related to the portion of such Shared Contract related to the Business (the “Purchaser Portion”), 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 responsible for the obligations related to such Shared Contract relating to the Seller Business (the “Seller Portion”), 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 Shared 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 (in whole or in part) the rights and obligations under and in respect of any such Shared 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, thereafter and until the earlier of (x) the date that is 12 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 Affiliates to, cooperate in any commercially reasonable arrangement to provide that (1) Purchaser, an Affiliate of Purchaser or a Group Company shall receive the interest in the benefits and obligations of the Purchaser Portion under and in respect of such Shared Contract and (2) Seller or an Affiliate of Seller (other than a Group Company) shall receive the interest in the benefits and obligations of the Seller Portion under and in respect of such Shared Contract. (b) Nothing in this Section 5.16 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 5.16(a).

Shared Contracts. (a) From the date hereof until the date that is 12 twelve (12) months following the Closing, Seller Parent and Purchaser Buyer 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 Shared Contractapplicable counterparty) to divide, partially assign, modify or and/or replicate (in whole or in part) the respective rights and obligations under and in respect of any Shared Contract, including each Contract set forth on Section 5.29 of the of the Parent Disclosure Letter, such that, following the Closing, that (i) Purchaser, an Affiliate of Purchaser Buyer or a Group Business Company is the beneficiary of the rights and is responsible for the obligations related to of the portion of such Shared Contract related to the Business (the “Purchaser Portion”), 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 Parent or an Affiliate of Seller Parent (other than a Group Business Company) is the beneficiary of the rights and is responsible for the obligations related to of the portion of such Shared Contract relating related to the Seller Business (the “Seller Portion”), 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 Shared Contract unless and until any necessary Consents are obtained or made, as applicableRetained Business. If Seller Parent and Purchaser Buyer or their respective Affiliates, as applicable, Affiliates are not able to enter into an arrangement to divide, partially assign, modify or and/or replicate (in whole or in part) the rights and obligations under and in respect of any such Shared Contract prior to the Closing, Parent and Buyer shall, and shall cause their respective Affiliates to, use their reasonable best efforts (A) to work together to effect the division, partial assignment, modification and/or replication of such Shared Contract as promptly thereafter practicable and (B) to cooperate in any lawful, contractually permissible and commercially reasonable arrangement, including a subcontracting or sublicensing arrangement, under which, following 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, thereafter and until the earlier of (x) the date that is 12 months following end of the Closing current term of such Shared Contract and (y) the date on which the division, partial assignment, modification or and/or replication of such Shared Contract as contemplated by this Section 5.29 is effected, Seller and Purchaser shall, and shall cause their respective Affiliates to, cooperate in any commercially reasonable arrangement to provide that (1i) Purchaser, an Affiliate of Purchaser Buyer or a Group Business Company shall receive the interest in the benefits and obligations of the Purchaser Portion under and in respect portion of such Shared Contract related to the Business and (2ii) Seller Parent or an Affiliate of Seller Parent (other than a Group Business Company) shall receive the interest in the benefits and obligations of the Seller Portion under and in respect portion of such Shared ContractContract related to the Retained Business. (b) Nothing in this Section 5.16 shall require either Seller Notwithstanding the foregoing, none of Parent, Buyer or Purchaser nor any of their respective Affiliates shall be obligated to contribute capitaluse any efforts to divide, pay partially assign, modify, replicate or grant otherwise provide an interest in the benefits or obligations of any consideration portion of any Shared Contract (i) with respect to a Shared Contract to be held by Parent or concession in any form (including providing any letter an Affiliate of credit, guaranty or other financial accommodation) to any Person Parent (other than reasonable and documented out-of-pocket expensesa Business Company) to the extent that, attorneys’ fees and recording immediately following the Closing, the services or similar feesbenefits to the Business under such Shared Contract are provided after the Closing to Buyer or a Business Company pursuant to the Transition Services Agreement or another Transaction Document or (ii) with respect to a Shared Contract to be held by a Business Company immediately following the Closing, all the services or benefits to the Retained Business under such Shared Contract are provided after the Closing to Parent or an Affiliate of which shall be reimbursed as promptly as reasonably practicable by Parent (other than a Business Company) pursuant to 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 Transition Services Agreement 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 5.16(a)another Transaction Document.

Shared Contracts. Except as otherwise agreed by Seller and Purchaser in writing or as otherwise provided in this Agreement or any of the Transaction Agreements, until the expiration date of any Shared Contract set forth on Section 3.17 of the Disclosure Letter (aa “Specified Shared Contract”) From (without giving effect to any extension thereof), the Parties shall (and shall cause their respective Affiliates to) use commercially reasonable efforts to obtain or structure an arrangement for Purchaser and its Affiliates to, from and after the Closing, obtain the claims, rights and benefits, and assume the corresponding Liabilities and obligations thereunder (other than to the extent related to or arising out of a breach or other violation of such Shared Contract at or prior to the Closing), of such portion of any such Shared Contract that is related to the Business with terms and conditions materially similar to those terms and conditions applicable as of the date hereof until or, if entered into after the date that is 12 months following hereof, as of immediately prior to the Closing, as reasonably determined by Seller and Purchaser; provided, however, (A) that none of Purchaser or any of its Affiliates shall be under any 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 that is not a Specified Shared Contract, unless Purchaser and Seller agree in writing that they intend for such Shared Contract to be a Specified Shared Contract and (B) Shared Contractual Liabilities pursuant to, under or relating to any Specified Shared Contract, shall be allocated between Seller and Purchaser shallas follows: (1) if a liability is incurred solely in respect of either the Business or the other businesses of Seller or any of its Affiliates, such liability shall be allocated to Purchaser (in respect of the Business) or Seller (in respect of the other businesses of Seller or any of its Affiliates); and (2) if a liability cannot be so allocated under clause (1), such liability shall be allocated to Purchaser and Seller based on the relative proportion of total benefit under such Specified Shared Contract received by Purchaser or its Subsidiaries in respect of the Business and Seller or any of its Affiliates (other than the Acquired Companies) in respect of its other businesses, as reasonably determined in good faith by Purchaser and Seller. Notwithstanding the foregoing or anything to the contrary in this Agreement, (i) Seller or Purchaser, as applicable, shall be responsible for any or all Liabilities arising from its (or its Affiliates’) direct or indirect breach of any Specified Shared Contract, (ii) Seller shall be responsible for any and all Liabilities arising from or relating to any of pre-Closing direct or indirect breach of any Specified Shared Contract and (iii) Purchaser and Seller shall not, and shall cause their respective Affiliates not to, use their reasonable best efforts (A) amend or modify in a manner that is adverse to work together the other Person, any of its Affiliates or the Business in any material respect or terminate any Specified Shared Contract (andexcluding, if necessary and desirable, to work with the third party to any Shared Contract) to divide, partially assign, modify or replicate (in whole or in part) the respective rights and obligations under and in respect of any Shared Contract, such that, following the Closing, (i) Purchaser, an Affiliate of Purchaser or a Group Company is the beneficiary of the rights and is responsible for the obligations related to the portion of such Shared Contract related to the Business (the “Purchaser Portion”), 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 responsible for the obligations related to such Shared Contract relating to the Seller Business (the “Seller Portion”), 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 Shared 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 (in whole or in part) the rights and obligations under and in respect of any such Shared 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, thereafter and until the earlier of (x) the date that is 12 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 Affiliates to, cooperate in any commercially reasonable arrangement to provide that (1) Purchaser, an Affiliate of Purchaser or a Group Company shall receive the interest in the benefits and obligations of the Purchaser Portion under and in respect of such Shared Contract and (2) Seller or an Affiliate of Seller (other than a Group Company) shall receive the interest in the benefits and obligations of the Seller Portion under and in respect of such Shared Contract. (b) Nothing in this Section 5.16 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 any expiration or similar fees shall not include any purchase price, license fee automatic extension or other payment or consideration for the procurement renewal of any asset secured such Specified Shared Contract pursuant to replace an asset in its terms), or (B) waive any material benefit or right under any Specified Shared Contract of the course other Person, any of Seller’s its Affiliates, or Purchaser’s obligations under Section 5.16(a)the Business.

Shared Contracts. (a) From Schedule 1.7(a)(i) sets forth a list of all Shared Contracts, indicating which of such Shared Contracts may be assigned in part, pursuant to its terms, without the date hereof until consent of the counterparty thereto or other conditions, including the payment of a transfer or other fee (the “Assignable Shared Contracts”). Schedule 1.7(a)(ii) sets forth a list of all Assignable Shared Contracts that Buyer desires to assume in part. Each Assignable Shared Contract set forth on Schedule 1.7(a)(ii) shall thereafter be deemed to be a Transferred Contract hereunder (but solely to the extent of the rights and obligations actually assigned to, and assumed by, Buyer or another member of the Buyer Group) and Seller shall, or shall cause another member of the Seller Group, as applicable, to, partially assign to Buyer or another member of the Buyer Group as of the Closing such Contract in accordance with its terms. (b) Schedule 1.7(b) sets forth a list of each Shared Contract identified on Schedule 1.7(a)(i) that is not an Assignable Shared Contract (the “Non-Assignable Shared Contracts”) and that Buyer desires to assume in part. Each party shall use its commercially reasonable efforts prior to the Closing Date to cause the counterparty to each such Non-Assignable Shared Contract to consent to the partial assignment of such Non-Assignable Shared Contract to Buyer or another member of the Buyer Group, or to otherwise enter into a new Contract with Buyer or another member of the Buyer Group on substantially the same terms as exist under the applicable Shared Contract, in each case as of the Closing. Each such Non-Assignable Shared Contract for which the parties have received consent to the partial assignment shall thereafter be deemed to be a Transferred Contract hereunder (but solely to the extent of the rights and obligations actually assigned to, and assumed by Buyer or another member of the Buyer Group) and Seller shall, or shall cause another member of the Seller Group, as applicable, to, partially assign to Buyer or another member of the Buyer Group as of the Closing such Contract in accordance with its terms. Seller shall not, and shall not permit any other member of the Seller Group to, take any action to terminate prior to its expiration any Non-Assignable Shared Contract that is a Material Contract and which has been identified by Buyer on Schedule 1.7(b), or take any action or fail to take any action that would permit the other party to any such Non-Assignable Shared Contract to terminate prior to its expiration such Shared Contract, in each case, prior to the date that is 12 twelve (12) months following after the ClosingClosing Date. Notwithstanding the foregoing, Seller shall not be required to partially assign to Buyer or any other member of the Buyer Group at Closing any of the Non-Assignable Shared Contracts for which consent has not been obtained. (c) With respect to each Non-Assignable Shared Contract for which the arrangements described in Section 1.7(b) could not be entered into prior to the Closing Date, Seller and Purchaser shallBuyer each agrees to continue to use its commercially reasonable efforts from and after the Closing Date to cause the counterparty to each such Non-Assignable Shared Contract to consent to the partial assignment of such Non-Assignable Shared Contract to a member of the Buyer Group, or to otherwise enter into a new Contract with a member of the Buyer Group on substantially the same terms as exist under the applicable Shared Contract (which obligations to use commercially reasonable efforts shall end on the earlier to occur of the fifteen (15) month anniversary of the Closing Date or when the applicable Shared Contract expires by its terms). Subject to the other terms of this Section 1.7(c), until any such consent or new Contract is obtained, Seller and shall cause Buyer will use their respective Affiliates to, use their commercially reasonable best efforts to work together (andcooperate, if necessary in any lawful and desirable, to work with the third party to any Shared Contract) to divide, partially assign, modify or replicate (in whole or in part) the respective rights and obligations under and in respect of any Shared Contract, such that, following the Closing, (i) Purchaser, an Affiliate of Purchaser or a Group Company is the beneficiary of the rights and is responsible for the obligations related to the portion of such Shared Contract related to the Business (the “Purchaser Portion”), 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 responsible for the obligations related to such Shared Contract relating to the Seller Business (the “Seller Portion”), 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 Shared 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 (in whole or in part) the rights and obligations under and in respect of any such Shared Contract prior to the Closing, the Closing shall, subject to the satisfaction (orreasonable arrangement, to the extent permitted by such cooperation would not result in a breach of the terms of such Non-Assignable Shared Contract, and is not prohibited under applicable Law, which will provide 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, thereafter and until the earlier of (x) the date that is 12 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 Affiliates to, cooperate in any commercially reasonable arrangement to provide that (1) Purchaser, an Affiliate of Purchaser or a Buyer Group Company shall receive the interest in the benefits and obligations of the Purchaser Portion under and in respect of any such Non-Assignable Shared Contract and (2) Seller to the extent relating to the Business, including subcontracting, licensing, sublicensing, leasing or an Affiliate of Seller (other than a subleasing to the Buyer Group Company) shall receive the interest in the benefits and obligations any or all of the Seller Portion under Group’s rights and in obligations with respect to such Non-Assignable Shared Contract to the extent relating to the Business. In any such arrangement, Buyer will (i) bear the sole responsibility for completion of such Shared Contract. the work or provision of goods and services, (bii) Nothing in this Section 5.16 shall require either Seller be solely entitled to all benefits thereof, economic or Purchaser nor any their respective Affiliates to contribute capitalotherwise and shall, 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 for the party on whose behalf such expenses and fees are incurred). For avoidance of doubt, bear all Tax liabilities attributable to Buyer’s beneficial interests in such Non-Assignable Shared Contracts hereunder, (iii) be solely responsible for any warranty or breach thereof, any repurchase, indemnity and service obligations thereof, and (iv) promptly reimburse the reasonable costs and documented out-of-pocket expensesexpenses of Seller and its Affiliates related thereto; provided, attorneys’ fees and recording or similar fees shall not include any purchase pricehowever, 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 Purchaserthat Buyer’s obligations under clauses (i) through (iv) shall be limited to that portion of such Non-Assignable Shared Contract that Buyer has identified on Section 5.16(a1.7(b). If and when such consents or approvals are obtained or such other required actions have been taken, the partial assignment of such Non-Assignable Shared Contract will be effected in accordance with the terms of this Agreement. (d) Notwithstanding anything to the contrary in this Section 1.7, the parties may mutually agree to alternative procedures to those required by this Section 1.7 for effecting the partial assignment of the Assignable Shared Contracts and the Non-Assignable Shared Contracts identified in Schedule 1.7(a)(ii) and Schedule 1.7 (b), respectively, to Buyer.

Shared Contracts. (a) From the date hereof until the date that is 12 months following the Closing, Seller and Purchaser The Parties shall, and shall cause their respective Affiliates subsidiaries to, use their commercially reasonable best efforts to work together (and, if necessary and desirable, to work with the third party to any Shared Contract) to reasonably divide, partially assign, modify or and/or replicate (in whole or in part) the respective rights and obligations under and in respect of any Shared ContractContract (including by working with third parties to such Shared Contracts), such that, following the Closing, that (i) Purchaser, an Affiliate of Purchaser or a Group Company is the beneficiary of the rights and is responsible for the obligations related to the portion of such Shared Contract related relating to the Business (the “Purchaser Portion”), which rights shall be an asset of a Transferred Asset and which obligations shall be a liability of Purchaser, an Affiliate of Purchaser or a Group CompanyAssumed Liability, and (ii) Seller or an Affiliate of Seller (other than a Group Company) is the beneficiary of the rights and is responsible for the obligations related to such Shared Contract not relating to the Seller Business (the “Seller Portion”), which rights shall be an asset of Excluded Asset 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 Shared Contract unless and until any necessary Consents are obtained or made, as applicableRetained Liability. If Seller and Purchaser the Parties or their respective Affiliates, as applicable, affiliates are not able to enter into an arrangement to divide, partially assign, modify or and/or replicate (in whole or in part) the rights and obligations under and in respect of any such Shared Contract as contemplated by the immediately preceding sentence 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), shall nonetheless take place on the terms set forth herein and, thereafter thereafter, Purchaser and Seller shall, and shall cause their respective subsidiaries to, use their commercially reasonable efforts to cooperate (each at its own expense) in any lawful, contractually permissible and commercially reasonable arrangement under which, following the Closing and until the earlier of four (x4) the date that is 12 months following years after the Closing and (y) the date on which the division, partial assignment, modification or and/or replication of such Shared Contract as contemplated by the immediately preceding sentence is effected, Seller and Purchaser shall, and shall cause their respective Affiliates to, cooperate in any commercially reasonable arrangement to provide that (1) Purchaser, an Affiliate of Purchaser or a Group Company shall receive the interest in the benefits and obligations of the Purchaser Portion under and in respect of such Shared Contract and (2) Seller or an Affiliate of Seller (other than a Group Company) shall receive the interest in the benefits and obligations of the Seller Portion under and in respect of such Shared Contract. (b) Nothing in this Section 5.16 Seller and Purchaser shall, and shall require either Seller or Purchaser nor any cause their respective Affiliates subsidiaries to, (i) treat for all Tax purposes the portion of each Shared Contract inuring to contribute capitalits respective businesses as assets owned by, pay and/or liabilities of, as applicable such Party or grant such Party’s applicable subsidiary, as applicable, not later than the Closing and (ii) neither report nor take any consideration Tax position (on a Tax Return or concession in any form otherwise) inconsistent with such treatment (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 unless required 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 5.16(aapplicable Law).

Shared Contracts. (a) From the date hereof of this Agreement until the date that is 12 months following the Closing, Seller and Purchaser the parties hereto shall, and shall cause their respective Affiliates Subsidiaries to, use their commercially reasonable best efforts to work together (and, if necessary and desirable, to work with the third party or third parties to any Shared Contract) to divide, partially assign, modify or replicate (in whole or in part) the respective rights and obligations under and in respect of any Shared Contract, such that, that upon and following the Closing, Closing (ia) Purchaser, an Affiliate of Purchaser or a Purchaser Subsidiary (including a Transferred Group Company Member) is the beneficiary of the rights rights, and is responsible for the obligations obligations, related to the portion of such Shared Contract related relating to the North American Business (the “Purchaser Portion”), which rights shall be an asset of and which obligations shall be a liability of Purchaser, an Affiliate of Purchaser (b) Parent or a Group Company, and (ii) Seller or an Affiliate of Seller Parent Subsidiary (other than a Transferred Group CompanyMember) is the beneficiary of the rights rights, and is responsible for the obligations obligations, related to the portion of such Shared Contract not relating to the Seller North American Business (the “Seller Parent Portion”), 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 Shared Contract unless and until any necessary Consents are obtained or made, as applicable. If Seller and Purchaser the parties hereto or their respective Affiliates, as applicable, Subsidiaries are not able to enter into an arrangement to divide, partially assign, modify or replicate (in whole or in part) the rights and obligations under and in respect of any such Shared Contract as contemplated by the immediately preceding sentence 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), shall nonetheless take place on the terms set forth herein and, thereafter thereafter, Purchaser and Parent shall, and shall cause their respective Subsidiaries to, use their commercially reasonable efforts to cooperate (each at its own expense) in any lawful, contractually permissible and commercially reasonable arrangement under which, following the Closing and until the earlier of (x) the date that is 12 months following two years after the Closing and (y) the date on which the division, partial assignment, modification or replication of such Shared Contract as contemplated by the immediately preceding sentence is effected, Seller and Purchaser shall, and shall cause their respective Affiliates to, cooperate in any commercially reasonable arrangement to provide that (1) Purchaser, an Affiliate of Purchaser or a Purchaser Subsidiary (including a Transferred Group Company Member) shall receive the interest in the benefits and obligations of the Purchaser Portion under and in respect of such Shared Contract and (2) Seller Parent or an Affiliate of Seller a Parent Subsidiary (other than a Transferred Group CompanyMember) shall receive the interest in the benefits and obligations of the Seller Parent Portion under and in respect of such Shared Contract. (b) Nothing in this Section 5.16 shall require either Seller . In the event any payment, fee or Purchaser nor charge is required by any their respective Affiliates third party to contribute capitaldivide, pay partially assign, modify or grant replicate any consideration Shared Contract, such payment, fee 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 charge shall be reimbursed as promptly as reasonably practicable borne equally by the party on whose behalf such expenses Parent 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 5.16(a).

Shared Contracts. (a) From the date hereof until the date that is 12 months one (1) year following the ClosingClosing Date, Seller and Purchaser shall, and shall cause their respective its Affiliates to, and from and after the Closing, Buyer shall cause the Group Companies to, use their commercially reasonable best efforts to work together (and, if necessary and desirable, to work with the third party to any Shared Contract) to divide, partially assign, modify or replicate (in whole or in part) the respective rights and obligations under and in respect of any Shared Contract, such that, following the Closing, (i) Purchaser, an Affiliate of Purchaser AC Subsidiary or a Group Company its designee proposed by Buyer is the beneficiary of the rights and is responsible for the obligations related to the portion of under such Shared Contract related to the extent relating to the Business (the “Purchaser Company Portion”), which rights shall be an asset of and which obligations shall be a liability of Purchaser, an Affiliate the applicable AC Subsidiary or designee of Purchaser or a Group CompanyBuyer, and (ii) Seller or an Affiliate of Seller (other than a Group Company) its designee is the beneficiary of the rights and is responsible for the obligations related to under such Shared Contract to the extent relating to the Seller Retained Business (the “Seller Portion”), 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)its designee. Nothing in this Agreement shall require the division, partial assignment, modification or replication of a If any Shared Contract unless and until any necessary Consents are obtained or made, as applicable. If Seller and Purchaser or their respective Affiliates, as applicable, are cannot able to enter into an arrangement to dividebe so divided, partially assignassigned, modify modified or replicate replaced (in whole or in part) the rights and obligations under and in respect of any such Shared 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, thereafter and until the earlier of (x) the date on which the term of such Shared Contract expires in accordance with its terms, (y) the date that is 12 months one (1) year following the Closing and (yz) the date on which the such division, partial assignment, modification or replication of such Shared Contract is effected, Seller and Purchaser shall, and Buyer shall cause their respective Affiliates to, cooperate in any commercially reasonable arrangement to provide that (1A) Purchaser, an Affiliate of Purchaser or a Group Company the designee appointed by the Buyer shall receive the interest in the benefits and obligations burdens of the Purchaser Company Portion under and in respect of such Shared Contract and (2B) Seller or an Affiliate of Seller (other than a Group Company) its designee shall receive the interest in the benefits and obligations burdens of the Seller Portion under and in respect of such Shared Contract. (b) . The Seller acknowledges and agrees that upon the reasonable request of ▇▇▇▇▇, Seller will, or will cause an Affiliate to, exercise Prudent Efforts in order for the Buyer to be able to fully realize the Company Portion of any rights and obligations under Shared Contracts. Nothing in this Section 5.16 6.16 shall require either Seller Seller, Buyer or Purchaser nor any of their respective Affiliates to contribute capital, pay or commit to pay any amount to (or incur any obligation or grant any consideration or concession in favor of) any form (Person, including providing any letter of credit, guaranty or other financial accommodation) counterparty to any Person (other than reasonable and documented out-of-pocket expensesShared Contract, attorneys’ fees and recording in connection with any division, partial assignment, modification 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 replication of any asset secured to replace an asset in the course of Seller’s or Purchaser’s obligations under Section 5.16(a)Shared Contract.

Shared Contracts. (a) From Except as set forth on Section 2.9(a) of the date hereof until Sellers Disclosure Schedules, prior to and, to the date that is 12 months following the extent necessary, from and after Closing, Seller and Purchaser the Parties shall, and shall cause their respective Affiliates to, use their respective reasonable best efforts to work together (and, if necessary and desirable, to work with the third party to any such Shared Contract) in an effort to divide, partially assign, modify or replicate (in whole or in part) the respective rights and obligations under and in respect of any Shared Contract, such that, following the Closing, that as of Closing or as promptly as practicable thereafter (ia) Purchaser, an Affiliate of Purchaser or a Group Company Buyer is the beneficiary of the rights and is responsible for the obligations related to the that portion of such Shared Contract related relating to the Business (the “Purchaser Buyer Portion”), which rights shall be an asset of Additional Acquired Assets and which obligations shall be a liability of Purchaser, an Affiliate of Purchaser or a Group CompanyAssumed Liabilities, and (iib) Seller the applicable Seller, or an Affiliate of Seller (other than a Group Company) its applicable Affiliate, is the beneficiary of the rights and is responsible for the obligations related to such Shared Contract not relating to the Seller Business (the “Seller Sellers Portion”), which rights shall be an asset of Excluded Assets and which obligations shall be a liability of Seller or an Affiliate of Seller (other than a Group Company)Excluded Liabilities. 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 Seller and Purchaser the Parties, or their respective Affiliates, as applicable, are not able to enter into an arrangement to formally divide, partially assign, modify or replicate (in whole or in part) the rights and obligations under and in respect of any such Shared Contract prior to the Closing, the Closing shall, subject to the satisfaction (or, to the extent permitted by applicable Law, the waiver as contemplated by the parties entitled to previous sentence, then 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, thereafter and until the earlier of (x) the date that is 12 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 Parties shall, and shall cause their respective Affiliates to, cooperate in any commercially reasonable and permissible arrangement to provide that, following the Closing and until the earlier of the date that is two (12) Purchaseryears after the Closing Date or such time as the formal division, an Affiliate partial assignment, modification or replication of Purchaser or a Group Company such Shared Contract as contemplated by the previous sentence is effected, Buyer shall receive the interest in the benefits and obligations of the Purchaser Buyer Portion under and in respect of such Shared Contract and (2) the applicable Seller or an its applicable Affiliate of Seller (other than a Group Company) shall receive the interest in the benefits and obligations of the Seller Sellers Portion under and in respect such Shared Contract, it being understood that no Party shall have any 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 5.16 2.9 shall require either Seller Party or Purchaser nor any of 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 paid by the party on whose behalf such expenses and fees are incurredSellers). For the avoidance of doubt, reasonable and documented out-of-pocket expenses, attorneys’ fees expenses and recording or similar fees shall not include any purchase price, license fee or other payment or consideration compensation for the procurement of any asset secured to replace an asset in the course of Sellera Party’s or Purchaser’s obligations obligation under Section 5.16(a2.9(a).