Common use of The Separation Clause in Contracts

The Separation. (a) It is the intent of the Parties that prior to consummation of the Distribution, Holcim, SpinCo and their respective Subsidiaries shall complete the Separation and Holcim, SpinCo and their respective Subsidiaries shall be reorganized, to the extent necessary, such that as of the Effective Time, subject to Section 2.6 and the provisions of any Ancillary Agreement, (i) all of Holcim’s and its Subsidiaries’ right, title and interest in and to the SpinCo Assets will be owned or held by a member or members of the SpinCo Group, the SpinCo Business will be conducted by the members of the SpinCo Group and the SpinCo Liabilities will be assumed directly or indirectly by (or retained by) a member of the SpinCo Group; and (ii) all of Holcim’s and its Subsidiaries’ right, title and interest in and to the Holcim Assets will be owned or held by a member or members of the Holcim Group, the Holcim Business will be conducted by the members of the Holcim Group and the Holcim Liabilities will be assumed directly or indirectly by (or retained by) a member of the Holcim Group. (b) Prior to the Distribution, except for Transfers contemplated expressly by the Internal Reorganization Steps Plan, this Agreement (including Section 2.6 or Section 2.8 hereof) or the Ancillary Agreements to occur after the Distribution, the Parties shall and shall cause the other members of their Group and their respective then-Affiliates to complete the transactions set forth in the Internal Reorganization Steps Plan (certain of which transactions shall have already been completed prior to the date hereof). (c) Prior to the Distribution and, in each case, in accordance with the Internal Reorganization Steps Plan and pursuant to the Transfer Documents (as applicable) and, in connection with the Separation: (i) Holcim shall and hereby does (if not effected pursuant to a Transfer Document and effective as of the Effective Time), on behalf of itself and the other members of the Holcim Group (and as required shall and hereby does cause such members) as applicable, transfer, contribute, assign, distribute, and convey, or cause to be transferred, contributed, assigned, distributed and conveyed (“Transfer”), to SpinCo or another applicable member of the SpinCo Group, and SpinCo or such member of the SpinCo Group shall and hereby does (effective as of the Effective Time) accept from Holcim and the applicable members of the Holcim Group, all of Holcim’s and the other Holcim Group members’ respective direct or indirect rights, title and interest in and to the SpinCo Assets, including all of the outstanding shares of capital stock or other ownership interests in the entities listed on Schedule 2.2(c)(i) (the “Post-Spin SpinCo Entities”); (ii) SpinCo shall and hereby does (if not effected pursuant to a Transfer Document and effective as of the Effective Time), on behalf of itself and the other members of the SpinCo Group (and as required shall and hereby does cause such members), as applicable, Transfer to Holcim or another applicable member of the Holcim Group, and Holcim or such member of the Holcim Group shall and hereby does accept (effective as of the Effective Time) from SpinCo and the applicable members of the SpinCo Group, all of SpinCo’s and the other SpinCo Group members’ respective direct or indirect rights, title and interest in and to the Holcim Assets held by SpinCo or a member of the SpinCo Group, including all of the outstanding shares of capital stock or other ownership interests in the entities listed on Schedule 2.2(c)(ii) (the “Post-Spin Holcim Entities”); and (iii) (A) Holcim shall, or shall cause another member of the Holcim Group to, accept, assume (or, as applicable, retain) and perform, discharge and fulfill, in accordance with their respective terms, all of the Holcim Liabilities and to the extent not effected pursuant to a Transfer Document, Holcim or the applicable member of the Holcim Group does hereby assume such liabilities and (B) SpinCo shall, or shall cause another member of the SpinCo Group to, accept, assume (or, as applicable, retain) and perform, discharge and fulfill, in accordance with their respective terms, all of the SpinCo Liabilities and to the extent not effected pursuant to a Transfer Document, SpinCo or the applicable member of the SpinCo Group does hereby assume such liabilities, in each case regardless of (1) when or where such Liabilities arose or arise, (2) where or against whom such Liabilities are asserted or determined, (3) whether arising from or alleged to arise from negligence, gross negligence, recklessness, violation of law, willful misconduct, bad faith, fraud or misrepresentation by any member of the Holcim Group or the SpinCo Group, as the case may be, or any of their past or present respective directors, officers, employees, or agents, (4) which entity is named in any Proceeding associated with any Liability and (5) whether the facts on which they are based occurred prior to, on or after the date hereof. (d) Following the Effective Time, (i) Holcim shall, or shall cause another member of the Holcim Group to perform, discharge and fulfill, in accordance with their respective terms, all of the Holcim Liabilities and (ii) SpinCo shall, or shall cause another member of the SpinCo Group to perform, discharge and fulfill, in accordance with their respective terms, all of the SpinCo Liabilities. (e) It is understood and agreed by the Parties that certain of the Transfers referenced in Section 2.2(b) or assumptions referenced in Section 2.2(c)(i) and Section 2.2(c)(ii) have occurred prior to the date hereof and, as a result, no additional Transfers by any member of the Holcim Group or the SpinCo Group, as applicable, shall be deemed to occur upon the execution of this Agreement with respect thereto.

The Separation. (a) It is the intent of the Parties that prior to consummation of the Distribution, HolcimNCR, SpinCo ATMCo and their respective Subsidiaries shall complete the Separation and HolcimNCR, SpinCo ATMCo and their respective Subsidiaries shall be reorganized, to the extent necessary, such that as of immediately prior to the Effective TimeDistribution, subject to Section 2.6 and the provisions of any Ancillary Agreement, (i) all of HolcimNCR’s and its Subsidiaries’ right, title and interest in and to the SpinCo ATMCo Assets will be owned or held by a member or members of the SpinCo ATMCo Group, the SpinCo ATMCo Business will be conducted by the members of the SpinCo ATMCo Group and the SpinCo ATMCo Liabilities will be assumed directly or indirectly by (or retained by) a member of the SpinCo ATMCo Group; and (ii) all of HolcimNCR’s and its Subsidiaries’ right, title and interest in and to the Holcim NCR Assets will be owned or held by a member or members of the Holcim NCR Group, the Holcim NCR Business will be conducted by the members of the Holcim NCR Group and the Holcim NCR Liabilities will be assumed directly or indirectly by (or retained by) a member of the Holcim NCR Group. (b) Prior to the Distribution, except for Transfers contemplated expressly by the Internal Reorganization Steps Plan, this Agreement (including Section 2.6 or Section 2.8 hereof) or the Ancillary Agreements to occur after the Distribution, the Parties shall and shall cause the other members of their Group and their respective then-Affiliates to complete the transactions set forth in the Internal Reorganization Steps Plan (certain of which transactions shall have already been completed prior to the date hereof). (c) Prior to the Distribution and, in each case, in accordance with the Internal Reorganization Steps Plan and pursuant to the Transfer Documents (as applicable) and, in connection with the Separation: (i) Holcim NCR shall and hereby does (if not effected pursuant to a Transfer Document and effective as of immediately prior to the Effective TimeDistribution), on behalf of itself and the other members of the Holcim NCR Group (and as required shall and hereby does cause such members) as applicable, transfer, contribute, assign, distribute, and convey, or cause to be transferred, contributed, assigned, distributed and conveyed (“Transfer”), to SpinCo ATMCo or another applicable member of the SpinCo ATMCo Group, and SpinCo ATMCo or such member of the SpinCo ATMCo Group shall and hereby does (effective as of immediately prior to the Effective TimeDistribution) accept from Holcim NCR and the applicable members of the Holcim NCR Group, all of HolcimNCR’s and the other Holcim NCR Group members’ respective direct or indirect rights, title and interest in and to the SpinCo ATMCo Assets, including all of the outstanding shares of capital stock or other ownership interests in the entities listed on Schedule 2.2(c)(i1.1(12)(i) (the “Post-Spin SpinCo NCR Transferred Entities”); (ii) SpinCo ATMCo shall and hereby does (if not effected pursuant to a Transfer Document and effective as of immediately prior to the Effective TimeDistribution), on behalf of itself and the other members of the SpinCo ATMCo Group (and as required shall and hereby does cause such members), as applicable, Transfer to Holcim NCR or another applicable member of the Holcim NCR Group, and Holcim NCR or such member of the Holcim NCR Group shall and hereby does accept (effective as of immediately prior to the Effective TimeDistribution) from SpinCo ATMCo and the applicable members of the SpinCo ATMCo Group, all of SpinCoATMCo’s and the other SpinCo ATMCo Group members’ respective direct or indirect rights, title and interest in and to the Holcim NCR Assets held by SpinCo ATMCo or a member of the SpinCo ATMCo Group, including all of the outstanding shares of capital stock or other ownership interests in the entities listed on Schedule 2.2(c)(ii1.1(166)(i) (the “Post-Spin Holcim ATMCo Transferred Entities”); and (iii) (A) Holcim NCR shall, or shall cause another member of the Holcim NCR Group to, accept, assume (or, as applicable, retain) and perform, discharge and fulfill, in accordance with their respective terms, all of the Holcim NCR Liabilities and to the extent not effected pursuant to a Transfer Document, Holcim NCR or the applicable member of the Holcim NCR Group does hereby assume such liabilities and (B) SpinCo ATMCo shall, or shall cause another member of the SpinCo ATMCo Group to, accept, assume (or, as applicable, retain) and perform, discharge and fulfill, in accordance with their respective terms, all of the SpinCo ATMCo Liabilities and to the extent not effected pursuant to a Transfer Document, SpinCo ATMCo or the applicable member of the SpinCo ATMCo Group does hereby assume such liabilities, in each case regardless of (1) when or where such Liabilities arose or arise, (2) where or against whom such Liabilities are asserted or determined, (3) whether arising from or alleged to arise from negligence, gross negligence, recklessness, violation of law, willful misconduct, bad faith, fraud or misrepresentation by any member of the Holcim NCR Group or the SpinCo ATMCo Group, as the case may be, or any of their past or present respective directors, officers, employees, or agents, (4) which entity is named in any Proceeding associated with any Liability and (5) whether the facts on which they are based occurred prior to, on or after the date hereof. (d) Following the Effective TimeDistribution, (i) Holcim NCR shall, or shall cause another member of the Holcim NCR Group to perform, discharge and fulfill, in accordance with their respective terms, all of the Holcim NCR Liabilities and (ii) SpinCo ATMCo shall, or shall cause another member of the SpinCo ATMCo Group to perform, discharge and fulfill, in accordance with their respective terms, all of the SpinCo ATMCo Liabilities. (e) It is understood and agreed by the Parties that certain of the Transfers referenced in Section 2.2(b) or assumptions referenced in Section 2.2(c)(i) and Section 2.2(c)(ii) have occurred prior to the date hereof and, as a result, no additional Transfers by any member of the Holcim NCR Group or the SpinCo ATMCo Group, as applicable, shall be deemed to occur upon the execution of this Agreement with respect thereto.

The Separation. (a) It is the intent of the Parties that prior to consummation of the Distribution, Holcim, SpinCo and their respective Subsidiaries shall complete the Separation and Holcim, SpinCo and their respective Subsidiaries shall be reorganized, to the extent necessary, such that as of the Effective Time, subject to Section 2.6 and the provisions of any Ancillary Agreement, (i) all of Holcim’s and its Subsidiaries’ right, title and interest in and to the SpinCo Assets will be owned or held by a member or members of the SpinCo Group, the SpinCo Business will be conducted by the members of the SpinCo Group and the SpinCo Liabilities will be assumed directly or indirectly by (or retained by) a member of the SpinCo Group; and (ii) all of Holcim’s and its Subsidiaries’ right, title and interest in and to the Holcim Assets will be owned or held by a member or members of the Holcim Group, the Holcim Business will be conducted by the members of the Holcim Group and the Holcim Liabilities will be assumed directly or indirectly by (or retained by) a member of the Holcim Group. (b) Prior to the Distribution, except for Transfers contemplated expressly by the Internal Reorganization Steps Plan, this Agreement (including Section 2.6 or Section 2.8 hereof) or the Ancillary Agreements to occur after the Distribution, the Parties shall and shall cause the other members of their Group and their respective then-Affiliates to complete the transactions set forth in the Internal Reorganization Steps Plan (certain of which transactions shall have already been completed prior to the date hereof). (c) Prior to the Distribution and, in each case, in accordance with the Internal Reorganization Steps Plan and pursuant to the Transfer Documents (as applicable) and, in connection with the Separation: (i) Holcim shall and hereby does (if not effected pursuant to a Transfer Document and effective as of the Effective Time), on behalf of itself and the other members of the Holcim Group (and as required shall and hereby does cause such members) as applicable, transfer, contribute, assign, distribute, and convey, or cause to be transferred, contributed, assigned, distributed and conveyed (“Transfer”), to SpinCo or another applicable member of the SpinCo Group, and SpinCo or such member of the SpinCo Group shall and hereby does (effective as of the Effective Time) accept from Holcim and the applicable members of the Holcim Group, all of Holcim’s and the other Holcim Group members’ respective direct or indirect rights, title and interest in and to the SpinCo Assets, including all of the outstanding shares of capital stock or other ownership interests in the entities listed on Schedule 2.2(c)(i) (the “Post-Spin SpinCo Entities”); (ii) SpinCo shall and hereby does (if not effected pursuant to a Transfer Document and effective as of the Effective Time), on behalf of itself and the other members of the SpinCo Group (and as required shall and hereby does cause such members), as applicable, Transfer to Holcim or another applicable member of the Holcim Group, and Holcim or such member of the Holcim Group shall and hereby does accept (effective as of the Effective Time) from SpinCo and the applicable members of the SpinCo Group, all of SpinCo’s and the other SpinCo Group members’ respective direct or indirect rights, title and interest in and to the Holcim Assets held by SpinCo or a member of the SpinCo Group, including all of the outstanding shares of capital stock or other ownership interests in the entities listed on Schedule 2.2(c)(ii) (the “Post-Spin Holcim Entities”); and (iii) (A) Holcim shall, or shall cause another member of the Holcim Group to, accept, assume (or, as applicable, retain) and perform, discharge and fulfill, in accordance with their respective terms, all of the Holcim Liabilities and to the extent not effected pursuant to a Transfer Document, Holcim or the applicable member of the Holcim Group does hereby assume such liabilities and (B) SpinCo shall, or shall cause another member of the SpinCo Group to, accept, assume (or, as applicable, retain) and perform, discharge and fulfill, in accordance with their respective terms, all of the SpinCo Liabilities and to the extent not effected pursuant to a Transfer Document, SpinCo or the applicable member of the SpinCo Group does hereby assume such liabilities, in each case regardless of (1) when or where such Liabilities arose or arise, (2) where or against whom such Liabilities are asserted or determined, (3) whether arising from or alleged to arise from negligence, gross negligence, recklessness, violation of law, willful misconduct, bad faith, fraud or misrepresentation by any member of the Holcim Group or the SpinCo Group, as the case may be, or any of their past or present respective directors, officers, employees, or agents, (4) which entity is named in any Proceeding associated with any Liability and (5) whether the facts on which they are based occurred prior to, on or after the date hereof. (d) Following the Effective TimeDistribution, (i) Holcim shall, or shall cause another member of the Holcim Group to perform, discharge and fulfill, in accordance with their respective terms, all of the Holcim Liabilities and (ii) SpinCo shall, or shall cause another member of the SpinCo Group to perform, discharge and fulfill, in accordance with their respective terms, all of the SpinCo Liabilities. (e) It is understood and agreed by the Parties that certain of the Transfers referenced in Section 2.2(b) or assumptions referenced in Section 2.2(c)(i) and Section 2.2(c)(ii) have occurred prior to the date hereof and, as a result, no additional Transfers by any member of the Holcim Group or the SpinCo Group, as applicable, shall be deemed to occur upon the execution of this Agreement with respect thereto.

The Separation. Upon the terms and subject to the conditions set forth herein, each of ▇▇▇▇▇▇ and SDG hereby agrees to consummate the following transactions, effective as of the Separation Date, in the order set forth below (except for transactions expressly contemplated by this Agreement to take place at another time): (a) It is the intent ▇▇▇▇▇▇ shall contribute to SDG all of the Parties that prior issued and outstanding share capital of SDG (HK) (the “SDG (HK) Shares”) pursuant to consummation an instrument of transfer substantially in the form attached as Annex I (the “SDG (HK) Instrument of Transfer”); (b) SDG shall cause Shengqu to enter into each of the Distributionagreements listed on Schedule 2.01(b) with each of the Shulong Entities and each of the shareholders of Shanghai Shulong Technology, Holcim, SpinCo and their respective Subsidiaries shall complete the Separation and Holcim, SpinCo and their respective Subsidiaries shall be reorganized, to the extent necessary, such that each effective as of the Effective TimeSeparation Date (the “Shulong VIE Agreements”); (c) ▇▇▇▇▇▇ shall, subject and shall cause its Subsidiaries to, contribute, convey, transfer, assign and deliver to Section 2.6 the SDG Group, and SDG shall receive and accept on behalf of itself and other members of the provisions of any Ancillary AgreementSDG Group, (i) all of HolcimShanda’s and its Subsidiaries’ right, title and interest in in, to and under the following Assets (together with the SDG (HK) Shares and the interests acquired by SDG pursuant to Section 2.01(a) and Section 2.01(b), the SpinCo Assets will “Games Assets”): (i) all rights under the IDC service agreements listed on Schedule 2.01(c)(i) (the “IDC Service Agreements”), each of which shall either be owned assigned by one of the ▇▇▇▇▇▇ Networking Entities to one of the Shulong Entities or held be terminated by a member or the ▇▇▇▇▇▇ Networking Entities who will, together with other members of the SpinCo ▇▇▇▇▇▇ Group, use reasonable efforts to cause the SpinCo Business will Third Parties who are party to the IDC Service Agreements to enter into new IDC service agreements similar to the terminated IDC Service Agreements with the Shulong Entities, in each case effective as of the Separation Date; (ii) all Deferred Revenues, which shall be conducted by transferred to Shengfutong or the Shulong Entities pursuant to and in accordance with Deferred Revenues Transfer Agreements substantially in the forms attached as Annex II hereto, effective as of the Separation Date (the “Deferred Revenues Transfer Agreements”); (iii) all Intellectual Property Rights listed on Schedule 2.01(c)(iii), which either (A) shall have been transferred to members of the SpinCo SDG Group prior to the Separation Date or (B) shall be transferred to members of the SDG Group effective as of the Separation Date; and (iv) all personal tangible properties (including servers, computers and related equipments) and interests therein, listed on Schedule 2.01(c)(iv), which shall be transferred to members of the SpinCo Liabilities will SDG Group, in each case effective as of the Separation Date; provided, that “Games Assets” shall not include any Non-Games Assets or any other Assets expressly contemplated by this Agreement to be assumed directly or indirectly retained by the ▇▇▇▇▇▇ Group following the Separation. (or retained byd) SDG shall cause Shengqu to assign each of the agreements listed on Schedule 2.01(d) with the ▇▇▇▇▇▇ Networking Entities (the “▇▇▇▇▇▇ Networking VIE Agreements”) to ▇▇▇▇▇▇ Computer, a member of the SpinCo ▇▇▇▇▇▇ Group; , in each case effective as of the Separation Date; (e) SDG shall, and (ii) shall cause its Subsidiaries to, convey, transfer, assign and deliver to the ▇▇▇▇▇▇ Group, and ▇▇▇▇▇▇ shall receive and accept on behalf of itself and other members of the ▇▇▇▇▇▇ Group, all of HolcimSDG’s and its Subsidiaries’ right, title and interest in, to and under the following Assets (“Non-Games Assets”): (i) all rights (the “Real Property Interests”) in the real properties listed on Schedule 2.01(e)(i) and the plants, buildings and structures thereon (collectively, the “Real Properties”), which shall be transferred from the SDG Group to the Holcim Assets will be owned or held by a member or ▇▇▇▇▇▇ Group in the manner set forth in the Plan for Transfer of Real Property Interests set forth in Schedule 2.01(e)(i) (the “Real Property Transfer”); (ii) all Intellectual Property Rights listed on Schedule 2.01(e)(ii), which either (A) shall have been transferred to members of the Holcim Group, ▇▇▇▇▇▇ Group prior to the Holcim Business will Separation Date or (B) shall be conducted by the transferred to members of the Holcim ▇▇▇▇▇▇ Group and the Holcim Liabilities will be assumed directly or indirectly by (or retained by) a member effective as of the Holcim Group.Separate Date; (biii) Prior to the Distribution, except for Transfers contemplated expressly by the Internal Reorganization Steps Plan, this Agreement all personal tangible properties (including Section 2.6 or Section 2.8 hereofservers, computers and related equipments) or and interests therein, listed on Schedule 2.01(e)(iii), which shall be transferred to members of the Ancillary Agreements to occur after ▇▇▇▇▇▇ Group, in each case effective as of the DistributionSeparation Date (f) SDG shall, the Parties shall and shall cause the other members of their the SDG Group to, assume and their respective then-Affiliates agree to complete faithfully perform, fulfill and otherwise discharge the transactions set forth in the Internal Reorganization Steps Plan following Liabilities (certain of which transactions shall have already been completed prior to the date hereof). (c) Prior to the Distribution and, in each case, in accordance with the Internal Reorganization Steps Plan and pursuant to the Transfer Documents (as applicable) and, in connection with the Separation:“Games Liabilities”): (i) Holcim shall any and hereby does all Liabilities that are expressly contemplated by this Agreement (if including Sections 2.05, 3.06 and 5.02) as Liabilities to be assumed by any member of the SDG Group; and (ii) any and all Liabilities (whether arising before, on or after the Separation Date and whether based on facts, events, actions or failures to act occurring before, on or after the Separation Date), including any Liabilities relating to, or arising from or in connection with any act or failure to act by any director, officer, employee, agent or representative (whether or not effected such act or failure to act is or was within such Person’s authority), relating to, arising from or in connection with: (A) the ownership or use of any Games Assets; or (B) the operation or conduct of the SDG Business or the ownership or use of any Assets (except for the Non-Games Assets) by any member of the SDG Group in connection therewith, including any Liabilities arising pursuant to a Transfer Document any Shengqu Game License Agreement or Third Party Game License Agreement; provided, that “Games Liabilities” shall not include any Liabilities that are expressly contemplated by this Agreement as Liabilities to be retained or assumed by any member of the ▇▇▇▇▇▇ Group. SDG hereby irrevocably waives, releases and discharges, and shall cause each other member of the SDG Group to irrevocably waive, release and discharge, effective as of the Effective Time)Separation Date, on behalf ▇▇▇▇▇▇ and each other member of itself the ▇▇▇▇▇▇ Group from any and all Games Liabilities. (g) ▇▇▇▇▇▇ shall, and shall cause the other members of the Holcim Group (and as required shall and hereby does cause such members) as applicable, transfer, contribute, assign, distribute, and convey, or cause to be transferred, contributed, assigned, distributed and conveyed (“Transfer”), to SpinCo or another applicable member of the SpinCo Group, and SpinCo or such member of the SpinCo Group shall and hereby does (effective as of the Effective Time) accept from Holcim and the applicable members of the Holcim Group, all of Holcim’s and the other Holcim Group members’ respective direct or indirect rights, title and interest in and to the SpinCo Assets, including all of the outstanding shares of capital stock or other ownership interests in the entities listed on Schedule 2.2(c)(i) (the “Post-Spin SpinCo Entities”); (ii) SpinCo shall and hereby does (if not effected pursuant to a Transfer Document and effective as of the Effective Time), on behalf of itself and the other members of the SpinCo Group (and as required shall and hereby does cause such members), as applicable, Transfer to Holcim or another applicable member of the Holcim Group, and Holcim or such member of the Holcim Group shall and hereby does accept (effective as of the Effective Time) from SpinCo and the applicable members of the SpinCo Group, all of SpinCo’s and the other SpinCo Group members’ respective direct or indirect rights, title and interest in and to the Holcim Assets held by SpinCo or a member of the SpinCo Group, including all of the outstanding shares of capital stock or other ownership interests in the entities listed on Schedule 2.2(c)(ii) (the “Post-Spin Holcim Entities”); and (iii) (A) Holcim shall, or shall cause another member of the Holcim ▇▇▇▇▇▇ Group to, accept, assume (or, as applicable, retain) and agree to faithfully perform, fulfill and otherwise discharge the following Liabilities (“Non-Games Liabilities”): (i) any and fulfill, in accordance with their respective terms, all of the Holcim Liabilities and that are expressly contemplated by this Agreement as Liabilities to the extent not effected pursuant to a Transfer Document, Holcim or the applicable member of the Holcim Group does hereby assume such liabilities and (B) SpinCo shall, or shall cause another member of the SpinCo Group to, accept, assume (or, as applicable, retain) and perform, discharge and fulfill, in accordance with their respective terms, all of the SpinCo Liabilities and to the extent not effected pursuant to a Transfer Document, SpinCo or the applicable member of the SpinCo Group does hereby assume such liabilities, in each case regardless of (1) when or where such Liabilities arose or arise, (2) where or against whom such Liabilities are asserted or determined, (3) whether arising from or alleged to arise from negligence, gross negligence, recklessness, violation of law, willful misconduct, bad faith, fraud or misrepresentation be assumed by any member of the Holcim Group or the SpinCo ▇▇▇▇▇▇ Group, as the case may be, or ; and (ii) any of their past or present respective directors, officers, employees, or agents, and all Liabilities (4) which entity is named in any Proceeding associated with any Liability and (5) whether the facts on which they are based occurred prior toarising before, on or after the date hereof.Separation Date and whether based on facts, events, actions or failures to act occurring before, on or after the Separation Date), including any Liabilities relating to, or arising from or in connection with any act or failure to act by any director, officer, employee, agent or representative (whether or not such act or failure to act is or was within such Person’s authority), relating to, arising from or in connection with: (dA) Following the Effective Time, ownership or use of any Non-Games Assets; or (iB) Holcim shall, the operation or shall cause another member conduct of the Holcim Group to perform, discharge and fulfill, in accordance with their respective terms, all ▇▇▇▇▇▇ Business or the ownership or use of the Holcim Liabilities and (ii) SpinCo shall, or shall cause another member of the SpinCo Group to perform, discharge and fulfill, in accordance with their respective terms, all of the SpinCo Liabilities. (e) It is understood and agreed by the Parties that certain of the Transfers referenced in Section 2.2(b) or assumptions referenced in Section 2.2(c)(i) and Section 2.2(c)(ii) have occurred prior to the date hereof and, as a result, no additional Transfers any assets by any member of the Holcim ▇▇▇▇▇▇ Group or the SpinCo Groupin connection therewith; provided, as applicable, that “Non-Games Liabilities” shall be deemed to occur upon the execution of not include any Liabilities that are expressly contemplated by this Agreement with respect theretoas Liabilities to be retained or assumed by any member of the SDG Group. ▇▇▇▇▇▇ hereby irrevocably waives, releases and discharges, and shall cause each other member of the ▇▇▇▇▇▇ Group to irrevocably waive, release and discharge, effective as of the Separation Date, SDG and each other member of the SDG Group from any and all Non-Games Liabilities.

The Separation. (a) It is the intent of the Parties that prior to consummation of the Distribution, HolcimNCR, SpinCo ATMCo and their respective Subsidiaries shall complete the Separation and HolcimNCR, SpinCo ATMCo and their respective Subsidiaries shall be reorganized, to the extent necessary, such that as of immediately prior to the Effective TimeDistribution, subject to Section 2.6 and the provisions of any Ancillary Agreement, (i) all of HolcimNCR’s and its Subsidiaries’ right, title and interest in and to the SpinCo ATMCo Assets will be owned or held by a member or members of the SpinCo ATMCo Group, the SpinCo ATMCo Business will be conducted by the members of the SpinCo ATMCo Group and the SpinCo ATMCo Liabilities will be assumed directly or indirectly by (or retained by) a member of the SpinCo ATMCo Group; and (ii) all of HolcimNCR’s and its Subsidiaries’ right, title and interest in and to the Holcim NCR Assets will be owned or held by a member or members of the Holcim NCR Group, the Holcim NCR Business will be conducted by the members of the Holcim NCR Group and the Holcim NCR Liabilities will be assumed directly or indirectly by (or retained by) a member of the Holcim NCR Group. (b) Prior to the Distribution, except for Transfers contemplated expressly by the Internal Reorganization Steps Plan, this Agreement (including Section 2.6 or Section 2.8 hereof) or the Ancillary Agreements to occur after the Distribution, the Parties shall and shall cause the other members of their Group and their respective then-Affiliates to complete the transactions set forth in the Internal Reorganization Steps Plan (certain of which transactions shall have already been completed prior to the date hereof). (c) Prior to the Distribution and, in each case, in accordance with the Internal Reorganization Steps Plan and pursuant to the Transfer Documents (as applicable) and, in connection with the Separation: (i) Holcim NCR shall and hereby does (if not effected pursuant to a Transfer Document and effective as of immediately prior to the Effective TimeDistribution), on behalf of itself and the other members of the Holcim NCR Group (and as required shall and hereby does cause such members) as applicable, transfer, contribute, assign, distribute, and convey, or cause to be transferred, contributed, assigned, distributed and conveyed (“Transfer”), to SpinCo ATMCo or another applicable member of the SpinCo ATMCo Group, and SpinCo ATMCo or such member of the SpinCo ATMCo Group shall and hereby does (effective as of immediately prior to the Effective TimeDistribution) accept from Holcim NCR and the applicable members of the Holcim NCR Group, all of HolcimNCR’s and the other Holcim NCR Group members’ respective direct or indirect rights, title and interest in and to the SpinCo ATMCo Assets, including all of the outstanding shares of capital stock or other ownership interests in the entities listed on Schedule 2.2(c)(i1.1(12)(i) (the “Post-Spin SpinCo NCR Transferred Entities”); (ii) SpinCo ATMCo shall and hereby does (if not effected pursuant to a Transfer Document and effective as of immediately prior to the Effective TimeDistribution), on behalf of itself and the other members of the SpinCo ATMCo Group (and as required shall and hereby does cause such members), as applicable, Transfer to Holcim NCR or another applicable member of the Holcim NCR Group, and Holcim NCR or such member of the Holcim NCR Group shall and hereby does accept (effective as of immediately prior to the Effective TimeDistribution) from SpinCo ATMCo and the applicable members of the SpinCo ATMCo Group, all of SpinCoATMCo’s and the other SpinCo ATMCo Group members’ respective direct or indirect rights, title and interest in and to the Holcim NCR Assets held by SpinCo ATMCo or a member of the SpinCo ATMCo Group, including all of the outstanding shares of capital stock or other ownership interests in the entities listed on Schedule 2.2(c)(ii1.1(166)(i) (the “Post-Spin Holcim ATMCo Transferred Entities”); and (iii) (A) Holcim NCR shall, or shall cause another member of the Holcim NCR Group to, accept, assume (or, as applicable, retain) and perform, discharge and fulfill, in accordance with their respective terms, all of the Holcim NCR Liabilities and to the extent not effected pursuant to a Transfer Document, Holcim NCR or the applicable member of the Holcim NCR Group does hereby assume such liabilities and (B) SpinCo ATMCo shall, or shall cause another member of the SpinCo ATMCo Group to, accept, assume (or, as applicable, retain) and perform, discharge and fulfill, in accordance with their respective terms, all of the SpinCo ATMCo Liabilities and to the extent not effected pursuant to a Transfer Document, SpinCo ATMCo or the applicable member of the SpinCo ATMCo Group does hereby assume such liabilities, in each case regardless of (1) when or where such Liabilities arose or arise, (2) where or against whom such Liabilities are asserted or determined, (3) whether arising from or alleged to arise from negligence, gross negligence, recklessness, violation of law, willful misconduct, bad faith, fraud or misrepresentation by any member of the Holcim NCR Group or the SpinCo ATMCo Group, as the case may be, or any of their past or present respective directors, officers, employees, or agents, (4) which entity is named in any Proceeding associated with any Liability and (5) whether the facts on which they are based occurred prior to, on or after the date hereof. (d) Following the Effective TimeDistribution, (i) Holcim NCR shall, or shall cause another member of the Holcim NCR Group to perform, discharge and fulfill, in accordance with their respective terms, all of the Holcim NCR Liabilities and (ii) SpinCo ATMCo shall, or shall cause another member of the SpinCo ATMCo Group to perform, discharge and fulfill, in accordance with their respective terms, all of the SpinCo ATMCo Liabilities. (e) It is understood and agreed by the Parties that certain of the Transfers referenced in Section 2.2(b) or assumptions referenced in Section 2.2(c)(i) and Section 2.2(c)(ii) have occurred prior to the date hereof and, as a result, no additional Transfers by any member of the Holcim NCR Group or the SpinCo ATMCo Group, as applicable, shall be deemed to occur upon the execution of this Agreement with respect thereto.