Common use of Treatment of Shared Contracts Clause in Contracts

Treatment of Shared Contracts. With respect to any Shared Contractual Liabilities pursuant to, under or relating to a given Shared Contract, such Shared Contractual Liabilities shall be allocated between the parties as follows: (i) first, if a Liability is incurred exclusively in respect of a benefit received by Parent and any of its Subsidiaries (other than the Company and the Company Subsidiaries) or by the Company or any Company Subsidiary, 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 to the parties based on the relative proportions of total benefit received (over the term of the Shared Contract, measured as of the date of the 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 its breach of the relevant Shared Contract.