22Shared Business Contracts Sample Clauses

22Shared Business Contracts. (a) Following the Closing, the Parties desire to have Buyer obtain the rights and benefits and pay or perform the liabilities under each Shared Business Contract to the extent related to the Business. Promptly after the Amendment Execution Date, except as otherwise contemplated by the Transition Services Agreement or the Reverse Transition Services Agreement, the Parties agree to cooperate with each other in good faith to provide Seller and Buyer or their respective Affiliates with their respective rights, benefits, obligations and liabilities under each Shared Business Contract by bifurcating each Shared Business Contract into two (2) separate contracts such that all provisions related to the Business therein are in a standalone Contract, to be entered into by or assigned to Buyer or Global Companies (each such new Contract, a “Separated Contract”), and all provisions related to Seller’s businesses other than the Business (including the Portland Terminal Business) are in a separate standalone Contract, which will be retained by Seller. Upon execution by the relevant parties thereto, all Separated Contracts shall (x) be deemed Acquired Assets, (y), to the extent assignable and applicable, be assigned to Buyer consistent with terms of this Agreement, including, without limitation, Section 11.14, and (z) cease to be Shared Business Contracts for purposes of this Agreement. ​ ​ (b) If any Shared Business Contract cannot be separated into a Separated Contract prior to or at the Closing, the Parties shall, and shall cause each of their respective Affiliates to, use their commercially reasonable efforts to, for the period of time after the Closing until such Shared Business Contract is separated into a Separated Contract, expires or is terminated pursuant to its terms, enter into a mutually acceptable arrangement such that: (i) the rights and benefits under each such Shared Business Contract to the extent relating to the Business inure to the benefit of Buyer and its Affiliates; (ii) the liabilities and obligations under each such Shared Business Contract to the extent relating to the Business shall be borne by Buyer and its Affiliates; (iii) the rights and benefits under each such Shared Business Contract to the extent relating to Seller’s businesses other than the Business (including the Portland Terminal Business) inure to the benefit of Seller and its Affiliates; and (iv) the liabilities and obligations under each such Shared Business Contract to the extent ...