Common use of Dividable Contracts Clause in Contracts

Dividable Contracts. (a) The Company shall use its commercially reasonable best efforts to cause the transfer to the Buyer of such portion of each Dividable Contract set forth on Schedule 6.1(f)(ii) to the Company Disclosure Letter (the “Critical Dividable Contracts”), or the benefits thereof, that relates to the Business on terms that maintain the costs to the Business as owned by the Buyer with the costs to the Business as owned by the Company (“Cost Neutral Basis”). Upon such transfer, the Buyer shall assume any liabilities and obligations arising after the Closing related to the transferred portion of the Critical Dividable Contracts and any other liabilities and obligations arising under the Critical Dividable Contracts shall remain with the Company. Commercially reasonable best efforts shall include (i) a written reasoned request and recommendation in favor of such transfer to the customer or supplier that is the other party to such Dividable Contract, (ii) subject to applicable non-disclosure agreements, the provision to the Buyer of all information and records available to the Company relating to customers or suppliers, as the case may be, with respect to such portion of such Dividable Contract, (iii) the provision to the Buyer of available customer or supplier decision maker(s) with respect to such portion of such Dividable Contract, (iv) if the Company or the Buyer so requests, in accordance with reasonable commercial practice, the organization of mutually agreeable joint visits of the Buyer and the Company with such customers or suppliers, subject, in each case, to any applicable confidentiality agreements or obligations of the Company, and (v) prior to the Closing the Company’s assistance and cooperation in negotiating a separate agreement on a Cost Neutral Basis with the other party to such Dividable Contract if deemed appropriate by the Buyer. (b) Notwithstanding anything to the contrary contained in this Agreement, to the extent that any of the Critical Dividable Contracts have not been divided and assigned (the “Post Closing Dividable Contracts”) by the Parties prior to the Closing, and the Parties agree to proceed with the Closing, then this Agreement shall not constitute a transfer of such portion of any such Post Closing Dividable Contract, or an attempt thereof. If the Closing proceeds without the transfer of any such portion of any Post Closing Dividable Contract, then, following the Closing, the parties shall use their commercially reasonable best efforts to obtain promptly such authorizations, approvals, consents or waivers on a Cost Neutral Basis and to cooperate with each other in connection thereto; provided, however, that neither the Company nor the Buyer shall be required to pay any material sum of consideration for any such authorization, approval, consent or waiver. Pending such authorization, approval, consent or waiver, the parties shall cooperate with each other in any reasonable and lawful arrangements (to the extent any such arrangements are feasible) designed to provide to the Buyer the benefits of such portion of any Post Closing Dividable Contract on a Cost Neutral Basis, with respect to the portion of such Post Closing Dividable Contract applicable to the Business and the benefits that the Buyer would have obtained had such portion of such Post Closing Dividable Contract been so transferred at the Closing (or any right or benefit arising thereunder, including the enforcement for the benefit of the Buyer of any and all rights of the Company against a third party thereunder), such that the Buyer would be economically indifferent between the actual transfer of the Post Closing Dividable Contract at the Closing and the beneficial arrangement provided pursuant to this sentence. To the extent that the Buyer is provided the benefits pursuant to this Section 2.8(b) of any portion of any such Post Closing Dividable Contract, the Buyer shall perform, for the benefit of the other Persons that are parties thereto, the obligations of the Company thereunder and any related liabilities that, but for the lack of an authorization, approval, consent or waiver in connection with the assignment of such liabilities to the Buyer, would have become liabilities of the Buyer arising on or after the Closing by virtue of the transfer of such portion of such Post Closing Dividable Contract and any other obligations and liabilities arising under such Post Closing Dividable Contract shall remain with the Company. (c) Notwithstanding anything to the contrary contained in this Agreement, to the extent that the transfer to the Buyer of the portion of any Dividable Contract, other than a Critical Dividable Contract (the “Other Dividable Contracts”), that relates to the Business, or any claim or right or any Applicable Law would require any Governmental Entities’ or third-party authorizations, approvals, consents or waivers, and the Closing (subject to the satisfaction or waiver of the conditions set forth in Article VI) proceeds without the transfer of any such portion of any such Dividable Contract then this Agreement shall not constitute a transfer of such portion of any Other Dividable Contract, or an attempt thereof. In the event that the Closing proceeds without the transfer of any such portion of any Other Dividable Contract, then, following the Closing, the parties shall use their commercially reasonable best efforts to obtain promptly such authorizations, approvals, consents or waivers and to cooperate with each other in connection thereto; provided, however, that neither the Company nor the Buyer shall be required to pay any material sum of consideration for any such authorization, approval, consent or waiver. Pending such authorization, approval, consent or waiver, the parties shall cooperate with each other in any mutually agreeable, reasonable and lawful arrangements (to the extent any such arrangements are feasible) designed to provide to the Buyer the benefits of such portion of any Other Dividable Contract, with respect to the portion of such Other Dividable Contract applicable to the Business and to the Company the benefits that they would have obtained had such portion of such Other Dividable Contract been transferred to the Buyer at the Closing. To the extent that the Buyer is provided the benefits pursuant to this Section 2.8 of any portion of any Other Dividable Contract, the Buyer shall perform, for the benefit of the other Persons that are parties thereto, the obligations of the Company thereunder and any related liabilities that, but for the lack of an authorization, approval, consent or waiver in connection with the assignment of such liabilities to the Buyer, would have become liabilities of the Buyer arising on or after the Closing by virtue of the transfer of such portion of such Other Dividable Contract and any other obligations and liabilities arising under such Other Dividable Contract shall remain with the Company. (d) Once authorization, approval, consent or waiver for the transfer of any such portion of any Other Dividable Contract set forth on Schedule 2.8 to the Company Disclosure Letter is obtained, the Company shall transfer such portion of any such Other Dividable Contract to the Buyer, and the Buyer shall assume obligations arising after the Closing under such portion of any such Other Dividable Contracts. To the extent that any portion of any Other Dividable Contract cannot be transferred following the Closing pursuant to this Section 2.8, then the Buyer and the Company shall cooperate in good faith to find and enter into reasonable and lawful arrangements (including subleasing, sublicensing or subcontracting), if feasible, to provide the parties the economic (taking into account Tax costs and benefits) and operational equivalent, to the extent permitted, of obtaining such authorization, approval, consent or waiver and the performance by the Buyer of the obligations thereunder, on economic terms not materially less advantageous to the Buyer than economic benefits received by the Company prior to Closing under the applicable Other Dividable Contract. The Company shall hold in trust for, and pay to the Buyer promptly upon receipt thereof, all income, proceeds and other monies received by the Company in respect of the Buyer’s performance of any such portion of any such Other Dividable Contract in connection with the arrangements under this Section 2.8. Nothing stated in Section 2.8 shall modify in any respect the conditions set forth in Article VI.

Dividable Contracts. (a) The Company Seller shall use its commercially reasonable best efforts to cause obtain promptly after the transfer date hereof such authorizations, approvals, consents or waivers that are necessary to the divide and assign to Buyer of such portion of each Dividable Contract set forth on Schedule 6.1(f)(ii) to the Company Disclosure Letter (the “Critical Dividable Contracts”)Contract, or the benefits thereof, that relates primarily to the Business on terms that maintain the costs are not materially less advantageous to the Business as owned by the Buyer than would be if such transferred portion was a stand-alone contract and Buyer agrees to assist Seller with the costs respect thereto (including promptly providing or executing any reasonable documentation required of Buyer to the Business as owned by the Company (“Cost Neutral Basis”complete any transfer of any Dividable Contract). Upon such transfer, the Buyer shall assume any liabilities and obligations Liabilities arising after the Closing Date related to the transferred portion of the Critical Dividable Contracts and any other liabilities and obligations arising under the Critical Dividable Contracts shall remain with the Company. Commercially reasonable best efforts shall include (i) a written reasoned request and recommendation in favor of such transfer to the customer or supplier that is the other party to such Dividable Contract, Contract as provided herein (ii) subject to applicable non-disclosure agreements, the provision to the Buyer of all information and records available to the Company relating to customers or suppliers, as the case may be, with respect to such portion of such Dividable Contract, (iii) the provision to the Buyer of available customer or supplier decision maker(s) with respect to such portion of such Dividable Contract, (iv) if the Company or the Buyer so requests, in accordance with reasonable commercial practice, the organization of mutually agreeable joint visits of the Buyer and the Company with such customers or suppliers, subject, in each case, to any applicable confidentiality agreements or obligations of the Company, Liabilities being deemed an Assumed Liability) and (v) all Liabilities arising prior to the Closing Date under the Company’s assistance and cooperation in negotiating a separate agreement on a Cost Neutral Basis with the other party to such Dividable Contract if Contracts shall be deemed appropriate by the Buyeran Excluded Liability. (b) Notwithstanding anything to the contrary contained in this Agreement, to the extent that If any of the Critical Dividable Contracts have has not been divided and assigned (the “Post Post-Closing Dividable Contracts”) by the Parties Seller prior to the Closing, and the Parties agree to proceed with the Closing, then this Agreement shall not constitute a transfer of such portion of any such Post Post-Closing Dividable Contract; provided, however, that subject to the satisfaction or an attempt thereof. If waiver of the conditions contained in Article V, the Closing proceeds shall occur notwithstanding the foregoing without any adjustment to the transfer Aggregate Payment. During the Consent Period, each of any such portion of any Post Closing Dividable Contract, then, following the Closing, the parties Seller and Buyer shall use their commercially reasonable best efforts to obtain promptly such authorizations, approvals, consents or waivers on a Cost Neutral Basis and to cooperate with each other in connection theretowith dividing and assigning such Post-Closing Dividable Contract to Buyer as contemplated by Section 2.6(a); provided, however, that neither the Company Seller nor the Buyer shall be required to pay any material sum of consideration for any such authorization, approval, consent or waiver, or commence any proceeding against any Person. Pending such authorization, approval, consent or waiver, the parties shall cooperate with each other in any commercially reasonable and lawful arrangements (to the extent any such arrangements are feasiblefeasible and contractually permitted) designed to provide to the Buyer the benefits of such portion of any Post Closing Dividable Contract on a Cost Neutral Basis, with respect to the portion of such Post Post-Closing Dividable Contract applicable to the Business and the benefits that the Buyer would have obtained had such portion of such Post Post-Closing Dividable Contract been so transferred at the Closing (or any right or benefit arising thereunder, including the enforcement for the benefit of the Buyer of any and all rights of the Company Seller against a third party thereunder), so that such that the benefits are not materially less advantageous to Buyer than would be economically indifferent between the actual transfer of the Post Closing Dividable Contract at the Closing and the beneficial arrangement provided pursuant to this sentenceif such transferred portion was a stand-alone contract. To the extent that the Buyer is provided the benefits pursuant to this Section 2.8(b2.6(b) of any portion of any such Post Post-Closing Dividable Contract, the Buyer shall perform, for the benefit of the other Persons that are parties thereto, the obligations of the Company Seller thereunder and any related liabilities Liabilities that, but for the lack of an authorization, approval, consent or waiver in connection with the assignment of such liabilities Liabilities to the Buyer, would have become liabilities Liabilities of the Buyer arising on or after the Closing by virtue of the transfer of such portion of such Post Post-Closing Dividable Contract and any other obligations and liabilities Liabilities arising under such Post Post-Closing Dividable Contract shall remain with the CompanySeller. (c) Notwithstanding anything to the contrary contained in this Agreement, to the extent that the transfer to the Buyer of the portion of any Dividable Contract, other than a Critical Dividable Contract (the “Other Dividable Contracts”), that relates to the Business, or any claim or right or any Applicable Law would require any Governmental Entities’ or third-party authorizations, approvals, consents or waivers, and the Closing (subject to the satisfaction or waiver of the conditions set forth in Article VI) proceeds without the transfer of any such portion of any such Dividable Contract then this Agreement shall not constitute a transfer of such portion of any Other Dividable Contract, or an attempt thereof. In the event that the Closing proceeds without the transfer of any such portion of any Other Dividable Contract, then, following the Closing, the parties shall use their commercially reasonable best efforts to obtain promptly such authorizations, approvals, consents or waivers and to cooperate with each other in connection thereto; provided, however, that neither the Company nor the Buyer shall be required to pay any material sum of consideration for any such authorization, approval, consent or waiver. Pending such authorization, approval, consent or waiver, the parties shall cooperate with each other in any mutually agreeable, reasonable and lawful arrangements (to the extent any such arrangements are feasible) designed to provide to the Buyer the benefits of such portion of any Other Dividable Contract, with respect to the portion of such Other Dividable Contract applicable to the Business and to the Company the benefits that they would have obtained had such portion of such Other Dividable Contract been transferred to the Buyer at the Closing. To the extent that the Buyer is provided the benefits pursuant to this Section 2.8 of any portion of any Other Dividable Contract, the Buyer shall perform, for the benefit of the other Persons that are parties thereto, the obligations of the Company thereunder and any related liabilities that, but for the lack of an authorization, approval, consent or waiver in connection with the assignment of such liabilities to the Buyer, would have become liabilities of the Buyer arising on or after the Closing by virtue of the transfer of such portion of such Other Dividable Contract and any other obligations and liabilities arising under such Other Dividable Contract shall remain with the Company. (d) Once authorization, approval, consent or waiver for the transfer of any such portion of any Other Dividable Contract set forth on Schedule 2.8 to the Company Disclosure Letter is obtained, the Company Seller shall transfer such portion of any such Other Dividable Contract to the Buyer, Buyer and the such portions of such Dividable Contracts shall be deemed Conveyed Assets hereunder and 00000000.00.XXXXXXXX 12. Buyer shall assume all obligations arising after the Closing such transfer under such portion of any such Other Dividable Contracts. To the extent that any portion of any Other Dividable Contract cannot be transferred following the Closing pursuant to this Section 2.82.6, then the Buyer and the Company Seller shall cooperate with Buyer in good faith to find and enter into commercially reasonable and lawful arrangements (including subleasing, sublicensing or subcontracting), if feasiblefeasible and contractually permitted, to provide the parties with the economic (taking into account Tax costs and benefits) and operational equivalent, to the extent permitted, equivalent of obtaining such authorization, approval, consent or waiver and the performance by the Buyer of the obligations thereunder, thereunder on economic terms not materially less advantageous to the Buyer than economic benefits received by the Company Seller prior to Closing under the applicable Other Dividable Contract. The Company To the extent permitted under Applicable Law and in accordance with Section 4.4(c), Seller shall hold in trust for, and pay to the Buyer promptly upon receipt thereof, all income, proceeds and other monies received by the Company Seller in respect of the Buyer’s performance of any such portion of any such Other Dividable Contract in connection with the arrangements under this Section 2.82.6. (d) During the Consent Period, each party shall take all commercially reasonable and lawful actions (or shall cause its Affiliates to take all commercially reasonably and lawful actions) reasonably requested by the other to effect the provisions of this Section 2.6. Nothing stated Notwithstanding anything contained in this Agreement to the contrary, Seller shall not be required to commence any proceeding against any Person in connection with this Section 2.8 shall modify 2.6 or any of the obligations of Seller contained in any respect the conditions set forth in Article VIthis Section 2.6.

Dividable Contracts. (a) The Company Sellers shall use its commercially their reasonable best efforts to cause assist in the transfer to the Buyer of such portion of each Dividable Contract set forth on Schedule 6.1(f)(ii) to the Company Disclosure Letter (the “Critical Dividable Contracts”), or the benefits thereof, thereof that relates to the Business on terms that maintain the costs that, taken as a whole, for all such transfers are not materially less advantageous to the Business as owned by the Buyer with the costs to the Business as owned by the Company (“Cost Neutral Basis”)than would exist if such transferred portions were stand alone contracts. Upon such transfer, the Buyer shall assume any liabilities and obligations arising after the Closing related to the transferred portion of the Critical such Dividable Contracts and any other liabilities and obligations arising under the Critical Dividable Contracts shall remain with the CompanyContract. Commercially reasonable Reasonable best efforts shall include (i) a written reasoned request and recommendation in favor of such transfer to the customer or supplier that is the other party to such Dividable Contract, (ii) subject to applicable non-disclosure agreements, the provision to the Buyer of all information and records available to the Company Sellers relating to customers or suppliers, as the case may be, with respect to such portion of such Dividable Contract, (iii) the provision to the Buyer of available customer or supplier contact data and information on the customer or supplier decision maker(s) with respect to such portion of such Dividable ContractContract and, (iv) if the Company or the Buyer so requests, requests in accordance with reasonable commercial practice, the organization of mutually agreeable joint visits of the with Buyer and the Company with Sellers to such customers or suppliers, subject, in each case, to any applicable confidentiality agreements or obligations of the Company, and (v) prior to the Closing the Company’s assistance and cooperation in negotiating a separate agreement on a Cost Neutral Basis with the other party to such Dividable Contract if deemed appropriate by the BuyerSellers or any of their Affiliates. (b) Notwithstanding anything to the contrary contained in this Agreement, to the extent that any of the Critical Dividable Contracts have not been divided and assigned (the “Post Closing Dividable Contracts”) by the Parties prior to the Closing, and the Parties agree to proceed with the Closing, then this Agreement shall not constitute a transfer of such portion of any such Post Closing Dividable Contract, or an attempt thereof. If the Closing proceeds without the transfer of any such portion of any Post Closing Dividable Contract, then, following the Closing, the parties shall use their commercially reasonable best efforts to obtain promptly such authorizations, approvals, consents or waivers on a Cost Neutral Basis and to cooperate with each other in connection thereto; provided, however, that neither the Company nor the Buyer shall be required to pay any material sum of consideration for any such authorization, approval, consent or waiver. Pending such authorization, approval, consent or waiver, the parties shall cooperate with each other in any reasonable and lawful arrangements (to the extent any such arrangements are feasible) designed to provide to the Buyer the benefits of such portion of any Post Closing Dividable Contract on a Cost Neutral Basis, with respect to the portion of such Post Closing Dividable Contract applicable to the Business and the benefits that the Buyer would have obtained had such portion of such Post Closing Dividable Contract been so transferred at the Closing (or any right or benefit arising thereunder, including the enforcement for the benefit of the Buyer of any and all rights of the Company against a third party thereunder), such that the Buyer would be economically indifferent between the actual transfer of the Post Closing Dividable Contract at the Closing and the beneficial arrangement provided pursuant to this sentence. To the extent that the Buyer is provided the benefits pursuant to this Section 2.8(b) of any portion of any such Post Closing Dividable Contract, the Buyer shall perform, for the benefit of the other Persons that are parties thereto, the obligations of the Company thereunder and any related liabilities that, but for the lack of an authorization, approval, consent or waiver in connection with the assignment of such liabilities to the Buyer, would have become liabilities of the Buyer arising on or after the Closing by virtue of the transfer of such portion of such Post Closing Dividable Contract and any other obligations and liabilities arising under such Post Closing Dividable Contract shall remain with the Company. (c) Notwithstanding anything to the contrary contained in this Agreement, to the extent that the transfer to the Buyer of the portion of any Dividable Contract, other than a Critical Dividable Contract (the “Other Dividable Contracts”), that relates to the Business, Business or any claim or right or any Applicable Law benefit arising thereunder or resulting therefrom, is prohibited by applicable law or would require any Governmental Entities’ governmental or third-party authorizations, approvals, consents or waivers, and such authorizations, approvals, consents or waivers shall not have been obtained prior to the Closing, the Closing shall (subject to the satisfaction or waiver of the conditions set forth in Article VI) proceeds 8) proceed without the transfer of any such portion of any such Dividable Contract then and this Agreement shall not constitute a transfer of such portion of any Other such Dividable Contract, Contract or an attempt thereof. In the event that the Closing proceeds without the transfer of any such portion of any Other such Dividable Contract, then, then following the Closing, the parties shall use their commercially reasonable best efforts efforts, and cooperate with each other, to obtain promptly such authorizations, approvals, consents or waivers and to cooperate with each other in connection theretowaivers; providedPROVIDED, howeverHOWEVER, that neither the Company Sellers nor the Buyer shall be required to pay any material sum of consideration for any such authorization, approval, consent or waiver. Pending such authorization, approval, consent or waiver, the parties shall cooperate with each other in any mutually agreeable, reasonable and lawful arrangements (to the extent any such arrangements are feasible) designed to provide to the Buyer the benefits of such portion of any Other such Dividable Contract, with respect to the portion of such Other Dividable Contract applicable to the Business Business, and to the Company Sellers the benefits that they would have obtained had such portion of such Other Dividable Contract been transferred to the Buyer at the Closing. To the extent that the Buyer is provided the benefits pursuant to this Section 2.8 2.13 of any portion of any Other such Dividable Contract, the Buyer shall perform, perform for the benefit of the other Persons that are parties thereto, thereto the obligations of the Company Sellers thereunder and any related liabilities that, but for the lack of an authorization, approval, consent or waiver in connection with the assignment of to assign such liabilities to the Buyer, would have become liabilities of the Buyer arising on or after the Closing by virtue of the transfer of such portion of such Other Dividable Contract and any other obligations and liabilities arising under such Other Dividable Contract shall remain with the Company. (d) Contract. Once authorization, approval, consent or waiver for the transfer of any such portion of any Other such Dividable Contract set forth on Schedule 2.8 to not transferred at the Company Disclosure Letter Closing is obtained, the Company Sellers shall transfer such portion of any such Other Dividable Contract to the Buyer at no additional cost to Buyer, and the Buyer shall assume obligations arising after the Closing under such portion of any such Other Dividable Contracts. To the extent that any such portion of any Other such Dividable Contract cannot be transferred following the Closing pursuant to this Section 2.82.13, then the Buyer and the Company Sellers shall cooperate reasonably in good faith an effort to find and enter into reasonable and lawful mutually agreeable arrangements (including subleasing, sublicensing or subcontracting), if feasible, to provide the parties the economic (taking into account Tax costs and benefits) and operational equivalent, to the extent permitted, of obtaining such authorization, approval, consent or waiver and the performance by the Buyer of the obligations thereunder, on economic terms not materially less advantageous to the Buyer than economic benefits received by the Company prior to Closing under the applicable Other Dividable Contract. The Company Sellers shall hold in trust for, for and pay to the Buyer promptly upon receipt thereof, all income, proceeds and other monies received by the Company Sellers in respect of the Buyer’s 's performance of any such portion of any such Other Dividable Contract (net of any Taxes and any other costs imposed upon Sellers) in connection with the arrangements under this Section 2.82.13. Nothing stated in Section 2.8 2.13 shall modify in any respect the conditions set forth in Article VI8.

Dividable Contracts. (a) The Company shall use its commercially reasonable best efforts to cause the transfer to the Buyer Acquiror of such portion of each Dividable Contract set forth listed on Section 2.4(a) of the Disclosure Schedule 6.1(f)(ii) to the Company Disclosure Letter (the “Critical Dividable Contracts”), or the benefits thereof, that relates to the Business on terms that maintain the costs to the Business as owned by the Buyer Acquiror with the costs to the Business as owned by the Company (a “Cost Neutral Basis”). Upon such transfer, the Buyer Acquiror shall assume any liabilities and obligations Liabilities arising after the Closing related to the transferred portion of the Critical Dividable Contracts and any other liabilities and obligations Liabilities arising under the Critical Dividable Contracts shall remain with the Company. Commercially For purposes of this Section 2.4 only, “commercially reasonable best efforts efforts” shall include (i) a written reasoned request and recommendation in favor of such transfer to the landlord, customer or supplier that is the other party to such Critical Dividable Contract, (ii) subject to applicable non-disclosure agreements, the provision to the Buyer Acquiror of all information and records available to the Company relating to landlords, customers or suppliers, as the case may be, with respect to such portion of such Critical Dividable Contract, (iii) the provision to the Buyer Acquiror of available landlord, customer or supplier decision maker(s) with respect to such portion of such Critical Dividable Contract, (iv) if the Company or the Buyer Acquiror so requests, in accordance with reasonable commercial practice, the organization of mutually agreeable joint visits of the Buyer Acquiror and the Company with such landlords, customers or suppliers, subject, in each case, to any applicable confidentiality agreements or obligations of the Company, Company and (v) prior to the Closing Closing, the Company’s assistance and cooperation in negotiating a separate agreement on a Cost Neutral Basis with the other party to such Critical Dividable Contract if deemed appropriate by the BuyerAcquiror. In the event that in connection with any transfer of a portion of a Critical Dividable Contract, the applicable landlord, customer or supplier requests changes that would not result in such portion of such Critical Dividable Contract being transferred on a Cost Neutral Basis or otherwise requires any payments or concessions, the Company shall inform the Acquiror and the Acquiror shall have five (5) Business Days (or such lesser number of Business Days until the Closing Date) either (i) to agree to the transfer of such portion of such Critical Dividable Contract with such changes or to make such payments or (ii) to reject the transfer of such portion of such Critical Dividable Contract in which case the provisions of Section 2.4(b) shall apply. (b) Notwithstanding anything to the contrary contained in this Agreement, to the extent that any of the Critical Dividable Contracts have not been divided and assigned by the parties prior to Closing (the “Post Post-Closing Dividable Contracts”) by the Parties prior to the Closing, and the Parties agree to proceed with the Closing), then this Agreement shall not constitute a transfer of such portion of any such Post Post-Closing Dividable Contract, or an attempt thereof. If the Closing proceeds without the transfer of any such portion of any Post Closing Dividable Contract, then, following Following the Closing, the parties shall use their commercially reasonable best efforts to obtain promptly such authorizations, approvals, consents or waivers on a Cost Neutral Basis and to cooperate with each other in connection theretowith the transfer of any such portion of any Post-Closing Dividable Contract that has not been divided and assigned prior to Closing; provided, however, that neither the Company nor and the Buyer Acquiror shall not be required to pay or commit to pay any material sum of consideration for amount to (or incur any such authorization, approval, obligation in favor of) any Person from whom any consent or waiver. Pending such authorizationwaiver may be required; provided, approvalfurther, consent or waiverhowever, the parties shall cooperate with each other in any reasonable and lawful arrangements (to the extent any such arrangements are feasible) designed to provide to the Buyer the benefits of such portion of any Post Closing Dividable Contract on a Cost Neutral Basis, with respect to the portion of such Post Closing Dividable Contract applicable to the Business and the benefits that the Buyer would have obtained had Acquiror may elect to pay or commit to pay such portion of such Post Closing Dividable Contract been so transferred at the Closing amounts (or any right or benefit arising thereunder, including the enforcement for the benefit of the Buyer of any and all rights of the Company against a third party thereunder), incur such that the Buyer would be economically indifferent between the actual transfer of the Post Closing Dividable Contract at the Closing and the beneficial arrangement provided pursuant to this sentenceobligations) in its sole discretion. To the extent that the Buyer Acquiror is provided the benefits pursuant to this Section 2.8(b) the Transition Services Agreement of any portion of any such Post Post-Closing Dividable Contract, the Buyer Acquiror shall perform, for the benefit of the other Persons that are parties thereto, the obligations (including payment obligations) of the Company thereunder and any related liabilities Liabilities that, but for the lack of an authorization, approval, consent or waiver in connection with the assignment of such liabilities Liabilities to the BuyerAcquiror, would have become liabilities Liabilities of the Buyer Acquiror arising on or after the Closing by virtue of the transfer of such portion of such Post Post-Closing Dividable Contract and any other obligations and liabilities Liabilities arising under such Post Post-Closing Dividable Contract shall remain with the Company. (c) Notwithstanding anything to the contrary contained in this Agreement, to the extent that the transfer to the Buyer Acquiror of the portion of any Dividable Contract, other than a Critical Other Dividable Contract (the “Other Dividable Contracts”), that relates to the Business, or any claim or right or any Applicable applicable Law would require any Governmental Entities’ Entity’s or third-party authorizationsparty’s authorization, approvalsapproval, consents consent or waiverswaiver, and the Closing (subject to the satisfaction or waiver of the conditions set forth in Article VIVIII) proceeds without the transfer of any such portion of any such Dividable Contract authorization, approval, consent or waiver then this Agreement shall not constitute a transfer of such portion of any such Other Dividable Contract, or an attempt thereof. In the event that the Closing proceeds without the transfer of any such portion of any Other Dividable ContractContract is not transferred prior to the Closing, then, following the Closing, the parties shall use their commercially reasonable best efforts to obtain promptly such authorizations, approvals, consents or waivers and to cooperate with each other in connection theretotherewith; provided, however, that neither the Company nor and the Buyer Acquiror shall not be required to pay or commit to pay any material sum of consideration for amount to (or incur any such authorization, approval, obligation in favor of) any Person from whom any consent or waiver. Pending waiver may be required; provided, further, however, that the Acquiror may elect to pay or commit to pay such authorization, approval, consent amounts (or waiver, the parties shall cooperate with each other incur such obligations) in any mutually agreeable, reasonable and lawful arrangements (to the extent any such arrangements are feasible) designed to provide to the Buyer the benefits of such portion of any Other Dividable Contract, with respect to the portion of such Other Dividable Contract applicable to the Business and to the Company the benefits that they would have obtained had such portion of such Other Dividable Contract been transferred to the Buyer at the Closingits sole discretion. To the extent that the Buyer Acquiror is provided the benefits pursuant to this Section 2.8 the Transition Services Agreement of any portion of any such Other Dividable Contract, the Buyer Acquiror shall perform, for the benefit of the other Persons that are parties thereto, the obligations (including payment obligations) of the Company thereunder and any related liabilities Liabilities that, but for the lack of an authorization, approval, consent or waiver in connection with the assignment of such liabilities Liabilities to the BuyerAcquiror, would have become liabilities Liabilities of the Buyer Acquiror arising on or after the Closing by virtue of the transfer of such portion of such Other Dividable Contract and any other obligations and liabilities Liabilities arising under such Other Dividable Contract shall remain with the Company. (d) Once To the extent authorization, approval, consent or waiver for the transfer of any such portion of any Other Dividable Contract set forth on Schedule 2.8 to the Company Disclosure Letter is obtained, the Company shall immediately transfer such portion of any such Other Dividable Contract to the BuyerAcquiror, and the Buyer Acquiror shall assume obligations arising after the Closing such transfer under such portion of any such Other Dividable Contracts. To the extent that any portion of any Other Dividable Contract cannot be transferred following the Closing pursuant to this Section 2.8, then the Buyer and the Company shall cooperate in good faith to find and enter into reasonable and lawful arrangements (including subleasing, sublicensing or subcontracting), if feasible, to provide the parties the economic (taking into account Tax costs and benefits) and operational equivalent, to the extent permitted, of obtaining such authorization, approval, consent or waiver and the performance by the Buyer of the obligations thereunder, on economic terms not materially less advantageous to the Buyer than economic benefits received by the Company prior to Closing under the applicable Other Dividable Contract. The Company shall hold in trust for, and pay to the Buyer promptly upon receipt thereof, all income, proceeds and other monies received by the Company in respect of the Buyer’s performance of any such portion of any such Other Dividable Contract in connection with the arrangements under this Section 2.8. Nothing stated in Section 2.8 shall modify in any respect the conditions set forth in Article VI.

Dividable Contracts. (a) The Company Sellers shall use its commercially their reasonable best efforts to cause assist in the transfer to the Buyer of such portion of each Dividable Contract set forth on Schedule 6.1(f)(ii) to the Company Disclosure Letter (the “Critical Dividable Contracts”), or the benefits thereof, thereof that relates to the Business on terms that maintain the costs that, taken as a whole, for all such transfers are not materially less advantageous to the Business as owned by the Buyer with the costs to the Business as owned by the Company (“Cost Neutral Basis”)than would exist if such transferred portions were stand alone contracts. Upon such transfer, the Buyer shall assume any liabilities and obligations arising after the Closing related to the transferred portion of the Critical such Dividable Contracts and any other liabilities and obligations arising under the Critical Dividable Contracts shall remain with the CompanyContract. Commercially reasonable Reasonable best efforts shall include (i) a written reasoned request and recommendation in favor of such transfer to the customer or supplier that is the other party to such Dividable Contract, (ii) subject to applicable non-disclosure agreements, the provision to the Buyer of all information and records available to the Company Sellers relating to customers or suppliers, as the case may be, with respect to such portion of such Dividable Contract, (iii) the provision to the Buyer of available customer or supplier contact data and information on the customer or supplier decision maker(s) with respect to such portion of such Dividable ContractContract and, (iv) if the Company or the Buyer so requests, requests in accordance with reasonable commercial practice, the organization of mutually agreeable joint visits of the with Buyer and the Company with Sellers to such customers or suppliers, subject, in each case, to any applicable confidentiality agreements or obligations of the Company, and (v) prior to the Closing the Company’s assistance and cooperation in negotiating a separate agreement on a Cost Neutral Basis with the other party to such Dividable Contract if deemed appropriate by the BuyerSellers or any of their Affiliates. (b) Notwithstanding anything to the contrary contained in this Agreement, to the extent that any of the Critical Dividable Contracts have not been divided and assigned (the “Post Closing Dividable Contracts”) by the Parties prior to the Closing, and the Parties agree to proceed with the Closing, then this Agreement shall not constitute a transfer of such portion of any such Post Closing Dividable Contract, or an attempt thereof. If the Closing proceeds without the transfer of any such portion of any Post Closing Dividable Contract, then, following the Closing, the parties shall use their commercially reasonable best efforts to obtain promptly such authorizations, approvals, consents or waivers on a Cost Neutral Basis and to cooperate with each other in connection thereto; provided, however, that neither the Company nor the Buyer shall be required to pay any material sum of consideration for any such authorization, approval, consent or waiver. Pending such authorization, approval, consent or waiver, the parties shall cooperate with each other in any reasonable and lawful arrangements (to the extent any such arrangements are feasible) designed to provide to the Buyer the benefits of such portion of any Post Closing Dividable Contract on a Cost Neutral Basis, with respect to the portion of such Post Closing Dividable Contract applicable to the Business and the benefits that the Buyer would have obtained had such portion of such Post Closing Dividable Contract been so transferred at the Closing (or any right or benefit arising thereunder, including the enforcement for the benefit of the Buyer of any and all rights of the Company against a third party thereunder), such that the Buyer would be economically indifferent between the actual transfer of the Post Closing Dividable Contract at the Closing and the beneficial arrangement provided pursuant to this sentence. To the extent that the Buyer is provided the benefits pursuant to this Section 2.8(b) of any portion of any such Post Closing Dividable Contract, the Buyer shall perform, for the benefit of the other Persons that are parties thereto, the obligations of the Company thereunder and any related liabilities that, but for the lack of an authorization, approval, consent or waiver in connection with the assignment of such liabilities to the Buyer, would have become liabilities of the Buyer arising on or after the Closing by virtue of the transfer of such portion of such Post Closing Dividable Contract and any other obligations and liabilities arising under such Post Closing Dividable Contract shall remain with the Company. (c) Notwithstanding anything to the contrary contained in this Agreement, to the extent that the transfer to the Buyer of the portion of any Dividable Contract, other than a Critical Dividable Contract (the “Other Dividable Contracts”), that relates to the Business, Business or any claim or right or any Applicable benefit arising thereunder or resulting therefrom, is prohibited by applicable Law or would require any Governmental Entities’ governmental or third-party authorizations, approvals, consents or waivers, and such authorizations, approvals, consents or waivers shall not have been obtained prior to the Closing, the Closing shall (subject to the satisfaction or waiver of the conditions set forth in Article VI) proceeds 8) proceed without the transfer of any such portion of any such Dividable Contract then and this Agreement shall not constitute a transfer of such portion of any Other such Dividable Contract, Contract or an attempt thereof. In the event that the Closing proceeds without the transfer of any such portion of any Other such Dividable Contract, then, then following the Closing, the parties shall use their commercially reasonable best efforts efforts, and cooperate with each other, to obtain promptly such authorizations, approvals, consents or waivers and to cooperate with each other in connection theretowaivers; providedPROVIDED, howeverHOWEVER, that neither the Company Sellers nor the Buyer shall be required to pay any material sum of consideration for any such authorization, approval, consent or waiver. Pending such authorization, approval, consent or waiver, the parties shall cooperate with each other in any mutually agreeable, reasonable and lawful arrangements (to the extent any such arrangements are feasible) designed to provide to the Buyer the benefits of such portion of any Other such Dividable Contract, with respect to the portion of such Other Dividable Contract applicable to the Business Business, and to the Company Sellers the benefits that they would have obtained had such portion of such Other Dividable Contract been transferred to the Buyer at the Closing. To the extent that the Buyer is provided the benefits pursuant to this Section 2.8 2.13 of any portion of any Other such Dividable Contract, the Buyer shall perform, perform for the benefit of the other Persons that are parties thereto, thereto the obligations of the Company Sellers thereunder and any related liabilities that, but for the lack of an authorization, approval, consent or waiver in connection with the assignment of to assign such liabilities to the Buyer, would have become liabilities of the Buyer arising on or after the Closing by virtue of the transfer of such portion of such Other Dividable Contract and any other obligations and liabilities arising under such Other Dividable Contract shall remain with the Company. (d) Contract. Once authorization, approval, consent or waiver for the transfer of any such portion of any Other such Dividable Contract set forth on Schedule 2.8 to not transferred at the Company Disclosure Letter Closing is obtained, the Company Sellers shall transfer such portion of any such Other Dividable Contract to the Buyer at no additional cost to Buyer, and the Buyer shall assume obligations arising after the Closing under such portion of any such Other Dividable Contracts. To the extent that any such portion of any Other such Dividable Contract cannot be transferred following the Closing pursuant to this Section 2.82.13, then the Buyer and the Company Sellers shall cooperate reasonably in good faith an effort to find and enter into reasonable and lawful mutually agreeable arrangements (including subleasing, sublicensing or subcontracting), if feasible, to provide the parties the economic (taking into account Tax costs and benefits) and operational equivalent, to the extent permitted, of obtaining such authorization, approval, consent or waiver and the performance by the Buyer of the obligations thereunder, on economic terms not materially less advantageous to the Buyer than economic benefits received by the Company prior to Closing under the applicable Other Dividable Contract. The Company Sellers shall hold in trust for, for and pay to the Buyer promptly upon receipt thereof, all income, proceeds and other monies received by the Company Sellers in respect of the Buyer’s 's performance of any such portion of any such Other Dividable Contract (net of any Taxes and any other costs imposed upon Sellers) in connection with the arrangements under this Section 2.82.13. Nothing stated in this Section 2.8 2.13 shall modify in any respect the conditions set forth in Article VI8. (c) The provisions of this Section 2.13 shall apply equally to the Toledo Plant Dividable Contracts except that, to the extent applied to Toledo Plant Dividable Contracts, references in this Section 2.13 to the Dividable Contracts, Closing Date, Closing and Business shall instead be deemed references to the Toledo Plant Dividable Contracts, Toledo Plant Closing Date, Toledo Plant Closing and Toledo Plant, respectively.

Dividable Contracts. (a) The Company Sellers shall use its commercially reasonable best efforts to cause the transfer to the Buyer of such portion of each Dividable Contract master sales contract set forth on Schedule 6.1(f)(ii6.13(a) to the Company Disclosure Letter (the “Critical Dividable ContractsMaster Product Sales Agreements”), or the benefits thereof, that relates to the Business on terms that maintain the costs to products of the Business currently being offered to customers under such Master Product Sales Agreements, pursuant to a separate sale agreement or assignment agreement as owned contemplated by the Buyer with the costs to the Business as owned by the Company clause (b)(v) below (a “Cost Neutral BasisBifurcated Sales Agreement”). . (b) Upon such transferthe entry into a Bifurcated Sales Agreement, the Buyer shall assume any liabilities Liabilities arising from and obligations arising after the Closing related to the transferred portion of the Critical Dividable Contracts Master Product Sales Agreement and any other liabilities and obligations Liabilities arising under the Critical Dividable Contracts Master Product Sales Agreement shall remain with the Company. Commercially reasonable best efforts shall include (i) a written reasoned request and recommendation in favor of such transfer to the customer or supplier that is the other party to such Dividable Contract, (ii) subject to applicable non-disclosure agreements, the provision to the Buyer of all information and records available to the Company relating to customers or suppliers, as the case may be, with respect to such portion of such Dividable Contract, (iii) the provision to the Buyer of available customer or supplier decision maker(s) with respect to such portion of such Dividable Contract, (iv) if the Company or the Buyer so requests, in accordance with reasonable commercial practice, the organization of mutually agreeable joint visits of the Buyer and the Company with such customers or suppliers, subject, in each case, to any applicable confidentiality agreements or obligations of the Company, and (v) prior to the Closing the Company’s assistance and cooperation in negotiating a separate agreement on a Cost Neutral Basis with the other party to such Dividable Contract if deemed appropriate by the BuyerSellers. (bc) Notwithstanding anything to the contrary contained in this Agreement, to the extent that any of the Critical Dividable Contracts Master Product Sales Agreements have not been divided and assigned by the parties at or prior to Closing pursuant to a Bifurcated Sales Agreement (the “Post Post-Closing Dividable Contracts”) by the Parties prior to the Closing, and the Parties agree to proceed with the Closing), then this Agreement shall not constitute a transfer of such portion of any such Post Post-Closing Dividable Contract, or an attempt thereof. If the Closing proceeds without the transfer of any such portion of any Post Closing Dividable Contract, then, following Following the Closing, the parties Sellers shall use their commercially reasonable best efforts to obtain promptly such authorizations, approvals, consents or waivers on a Cost Neutral Basis and to the Sellers and Buyer shall cooperate with each other in connection theretowith the transfer of any such portion of any Post-Closing Dividable Contract that has not been divided and assigned prior to Closing including through the execution of a Bifurcated Sales Agreement in respect thereof; provided, however, provided that neither the Company nor Sellers and the Buyer shall not be required to pay or commit to pay any material sum of consideration for amount to (or incur any such authorization, approval, obligation in favor of) any Person from whom any consent or waiverwaiver may be required; provided, further, that the Sellers shall not be obligated to (i) incur any out-of-pocket costs or expenses or (ii) otherwise make any payments, in either case in amounts that are commercially unreasonable given the type or size of any Post-Closing Dividable Contract in connection with the transfer of such contract. Pending such authorization, approval, consent or waiver, the parties shall cooperate with each other in any reasonable and lawful arrangements (to the extent any such arrangements are feasiblefeasible and contractually permitted) designed to provide to the Buyer the benefits of such portion of any Post Post-Closing Dividable Contract on a Cost Neutral BasisContract, with respect to the portion of such Post Post-Closing Dividable Contract applicable to the Business and the benefits that the Buyer would have obtained had such portion of such Post Post-Closing Dividable Contract been so transferred at the Closing pursuant to a Bifurcated Sales Agreement (or any right or benefit arising thereunder, including the enforcement for the benefit of the Buyer of any and all rights of the Company Sellers against a third party thereunder), so that such that benefits are, taken as a whole and to the extent feasible, for all such transfers, not materially less advantageous to the Buyer than would be economically indifferent if such transferred portions were standalone Bifurcated Sales Agreements, including through subcontracting or other contractual arrangement between the actual transfer of the Post Closing Dividable Contract at the Closing Sellers and the beneficial arrangement provided pursuant to this sentenceBuyer. To the extent that the Buyer is provided the benefits pursuant to this Section 2.8(b) 6.13 of any portion of any such Post Post-Closing Dividable Contract, the Buyer shall perform, for the benefit of the other Persons that are parties thereto, the obligations of the Company Sellers thereunder that relate to the Business and any related liabilities Liabilities in respect thereof that, but for the lack of an authorization, approval, consent or waiver in connection with the assignment of such liabilities Liabilities to the Buyer, would have become liabilities Liabilities of the Buyer arising on or after the Closing by virtue of the transfer of such portion of such Post Post-Closing Dividable Contract pursuant to a Bifurcated Sales Agreement and any other obligations and liabilities Liabilities arising under such Post Post-Closing Dividable Contract shall remain with the Company. (c) Sellers. Notwithstanding anything to the contrary contained in this Agreementforegoing, to the extent that the transfer to the Buyer acknowledges that specific pricing with respect to products of the portion of any Dividable Contract, other than a Critical Dividable Contract (Business to be covered by the “Other Dividable Contracts”), that relates to the Business, Bifurcated Sales Agreements or any claim or right or any Applicable Law would require any Governmental Entities’ or third-party authorizations, approvals, consents or waivers, and the Closing (otherwise covered by this Section 6.13 shall be subject to the satisfaction or waiver mutual agreement of the conditions set forth in Article VI) proceeds without the transfer of any such portion of any such Dividable Contract then this Agreement shall not constitute a transfer of such portion of any Other Dividable Contract, or an attempt thereof. In the event that the Closing proceeds without the transfer of any such portion of any Other Dividable Contract, then, following the Closing, the parties shall use their commercially reasonable best efforts to obtain promptly such authorizations, approvals, consents or waivers and to cooperate with each other in connection thereto; provided, however, that neither the Company nor the Buyer shall be required to pay any material sum of consideration for any such authorization, approval, consent or waiver. Pending such authorization, approval, consent or waiver, the parties shall cooperate with each other in any mutually agreeable, reasonable and lawful arrangements (to the extent any such arrangements are feasible) designed to provide to the Buyer the benefits of such portion of any Other Dividable Contract, with respect to the portion of such Other Dividable Contract applicable to the Business and to the Company the benefits that they would have obtained had such portion of such Other Dividable Contract been transferred to the Buyer at the Closing. To the extent that the Buyer is provided the benefits pursuant to this Section 2.8 of any portion of any Other Dividable Contract, the Buyer shall perform, for the benefit counterparty of the other Persons that are parties thereto, the obligations of the Company thereunder and any related liabilities that, but for the lack of an authorization, approval, consent or waiver in connection with the assignment of such liabilities to the Buyer, would have become liabilities of the Buyer arising on or after the Closing by virtue of the transfer of such portion of such Other Dividable Contract and any other obligations and liabilities arising under such Other Dividable Contract shall remain with the Companyapplicable Master Product Sales Agreement. (d) Once authorization, approval, consent or waiver for the transfer of any such portion of any Other Dividable Contract set forth on Schedule 2.8 to the Company Disclosure Letter is obtained, the Company shall transfer such portion of any such Other Dividable Contract to the Buyer, and the Buyer shall assume obligations arising after the Closing under such portion of any such Other Dividable Contracts. To the extent that any portion of any Other Dividable Contract cannot be transferred following the Closing pursuant to this Section 2.8, then the Buyer and the Company shall cooperate in good faith to find and enter into reasonable and lawful arrangements (including subleasing, sublicensing or subcontracting), if feasible, to provide the parties the economic (taking into account Tax costs and benefits) and operational equivalent, to the extent permitted, of obtaining such authorization, approval, consent or waiver and the performance by the Buyer of the obligations thereunder, on economic terms not materially less advantageous to the Buyer than economic benefits received by the Company prior to Closing under the applicable Other Dividable Contract. The Company Sellers shall hold in trust for, and pay to the Buyer promptly upon receipt thereof, all income, proceeds and other monies received by the Company Sellers in respect of the Buyer’s performance of any such portion of any such Other Post-Closing Dividable Contract in connection with the arrangements under this Section 2.86.13. Any arrangement agreed upon by the Sellers and the Buyer pursuant to this Section 6.13 shall be in effect no longer than the then-current minimum remaining term of any such Post-Closing Dividable Contract and the Sellers shall have no obligation to negotiate or renew for the benefit of the Buyer any such Post-Closing Dividable Contract after expiration of the then-current minimum remaining term thereof. For purposes of this Section 6.13, the “then-current minimum remaining term” shall mean the remaining term in effect as of the Closing Date under the applicable Post-Closing Dividable Contract and shall not include any renewal or extended terms under such Post-Closing Dividable Contract whether such renewal or extended term is automatic or requires the act of any party or parties to such Post-Closing Dividable Contract. Nothing stated in this Section 2.8 6.13 shall modify in any respect the conditions set forth in Article VIARTICLE VII.

Dividable Contracts. (a) The Company shall use its commercially reasonable best efforts to cause the transfer to the Buyer of such portion of each Dividable Contract set forth listed on Schedule 6.1(f)(iiSection 2.7(a) to of the Company Disclosure Letter (the “Critical Dividable Contracts”), or the benefits thereof, that relates to the Business on terms that maintain the costs to the Business as owned by the Buyer with the costs to the Business as owned by the Company (a “Cost Neutral Basis”). Upon such transfer, the Buyer shall assume any liabilities and obligations Liabilities arising after the Closing related to the transferred portion of the Critical Dividable Contracts and any other liabilities and obligations Liabilities arising under the Critical Dividable Contracts shall remain with the Company. Commercially For purposes of this Section 2.7 only, “commercially reasonable best efforts efforts” shall include (i) a written reasoned request and recommendation in favor of such transfer to the customer or supplier that is the other party to such Critical Dividable Contract, (ii) subject to applicable non-disclosure agreements, the provision to the Buyer of all information and records available to the Company relating to customers or suppliers, as the case may be, with respect to such portion of such Critical Dividable Contract, (iii) the provision to the Buyer of available customer or supplier decision maker(s) with respect to such portion of such Critical Dividable Contract, (iv) if the Company or the Buyer so requests, in accordance with reasonable commercial practice, the organization of mutually agreeable joint visits of the Buyer and the Company with such customers or suppliers, subject, in each case, to any applicable confidentiality agreements or obligations of the Company, Company and (v) prior to the Closing Closing, the Company’s assistance and cooperation in negotiating a separate agreement on a Cost Neutral Basis with the other party to such Critical Dividable Contract if deemed appropriate by the Buyer. (b) Notwithstanding anything to the contrary contained in this Agreement, to the extent that any of the Critical Dividable Contracts have not been divided and assigned by the parties prior to Closing (the “Post Post-Closing Dividable Contracts”) by the Parties prior to the Closing), and the Parties parties agree to proceed with the Closing, then this Agreement shall not constitute a transfer of such portion of any such Post Post-Closing Dividable Contract, or an attempt thereof. If the Closing proceeds without the transfer of any such portion of any Post Post-Closing Dividable Contract, then, following the Closing, the parties shall use their commercially reasonable best efforts to obtain promptly such authorizations, approvals, consents or waivers on a Cost Neutral Basis and to cooperate with each other in connection thereto; provided, however, that neither none of the Company nor Company, the Buyer or any DM Entity shall be required to pay any material sum of consideration for any such authorization, approval, consent or waiver. Pending such authorization, approval, consent or waiver, the parties shall cooperate with each other in any reasonable and lawful arrangements (to the extent any such arrangements are feasiblefeasible and contractually permitted) designed to provide to the Buyer the benefits of such portion of any Post Post-Closing Dividable Contract on a Cost Neutral BasisContract, with respect to the portion of such Post Post-Closing Dividable Contract applicable to the Business and the benefits that the Buyer would have obtained had such portion of such Post Post-Closing Dividable Contract been so transferred at the Closing (or any right or benefit arising thereunder, including the enforcement for the benefit of the Buyer of any and all rights of the Company against a third party thereunder), so that such that benefits are, taken as a whole, for all such transfers, not materially less advantageous to the Buyer than would be economically indifferent between the actual transfer of the Post Closing Dividable Contract at the Closing and the beneficial arrangement provided pursuant to this sentenceif such transferred portions were stand alone contracts. To the extent that the Buyer is provided the benefits pursuant to this Section 2.8(b2.7(b) of any portion of any such Post Post-Closing Dividable Contract, the Buyer shall perform, for the benefit of the other Persons that are parties thereto, the obligations (including payment obligations) of the Company thereunder and any related liabilities Liabilities that, but for the lack of an authorization, approval, consent or waiver in connection with the assignment of such liabilities Liabilities to the Buyer, would have become liabilities Liabilities of the Buyer arising on or after the Closing by virtue of the transfer of such portion of such Post Post-Closing Dividable Contract and any other obligations and liabilities Liabilities arising under such Post Post-Closing Dividable Contract shall remain with the Company. (c) Notwithstanding anything to the contrary contained in this Agreement, to the extent that the transfer to the Buyer of the portion of any Dividable Contract, other than a Critical Other Dividable Contract (the “Other Dividable Contracts”), that relates to the Business, or any claim or right or any Applicable Law would require any Governmental Entities’ Authority’s or third-party authorizations, approvals, consents or waivers, and the Closing (subject to the satisfaction or waiver of the conditions set forth in Article VIV) proceeds without the transfer of any such portion of any such Dividable Contract authorization, approval, consent or waiver then this Agreement shall not constitute a transfer of such portion of any such Other Dividable Contract, or an attempt thereof. In the event that the Closing proceeds without the transfer of any such portion of any Other Dividable Contract, then, following the Closing, the parties shall use their commercially reasonable best efforts to obtain promptly such authorizations, approvals, consents or waivers and to cooperate with each other in connection thereto; provided, however, that neither none of the Company nor Company, the Buyer or any DM Entity shall be required to pay any material sum of consideration for any such authorization, approval, consent or waiver. Pending such authorization, approval, consent or waiver, the parties shall cooperate with each other in any mutually agreeable, reasonable and lawful arrangements (to the extent any such arrangements are feasiblefeasible and contractually permitted) designed to provide to the Buyer the benefits of such portion of any such Other Dividable Contract, with respect to the portion of such Other Dividable Contract applicable to the Business and to the Company the benefits that they would have obtained had such portion of such Other Dividable Contract been transferred to the Buyer at the Closing. To the extent that the Buyer is provided the benefits pursuant to this Section 2.8 2.7(c) of any portion of any such Other Dividable Contract, the Buyer shall perform, for the benefit of the other Persons that are parties thereto, the obligations (including payment obligations) of the Company and any DM Entity thereunder and any related liabilities Liabilities that, but for the lack of an authorization, approval, consent or waiver in connection with the assignment of such liabilities Liabilities to the Buyer, would have become liabilities Liabilities of the Buyer arising on or after the Closing by virtue of the transfer of such portion of such Other Dividable Contract and any other obligations and liabilities Liabilities arising under such Other Dividable Contract shall remain with the Company. (d) Once To the extent authorization, approval, consent or waiver for the transfer of any such portion of any Other Dividable Contract set forth on Schedule 2.8 to the Company Disclosure Letter is obtained, the Company shall immediately transfer such portion of any such Other Dividable Contract to the Buyer, and the Buyer shall assume obligations arising after the Closing under such portion of any such Other Dividable Contracts. To the extent that any portion of any Other Dividable Contract cannot be transferred following the Closing pursuant to this Section 2.82.7, then the Buyer and the Company shall cooperate in good faith to find and enter into reasonable and lawful arrangements (including subleasing, sublicensing or subcontracting), if feasiblefeasible and contractually permitted, to provide the parties the economic (taking into account Tax costs and benefits) and operational equivalent, to the extent permitted, of obtaining such authorization, approval, consent or waiver and the performance by the Buyer of the obligations thereunder, on economic terms not materially less advantageous to the Buyer than economic benefits received by the Company prior to Closing under the applicable Other Dividable Contract. The Company shall hold in trust for, and pay to the Buyer promptly upon receipt thereof, all income, proceeds and other monies received by the Company in respect of the Buyer’s performance of any such portion of any such Other Dividable Contract in connection with the arrangements under this Section 2.82.7. Any arrangement agreed upon by the Company and the Buyer pursuant to this Section 2.7 shall be in effect no longer than the then-current minimum remaining term of any such Dividable Contract and the Company shall have no obligation to negotiate or renew for the benefit of the Buyer any such Dividable Contract after expiration of the then-current minimum remaining term thereof. For purposes of this Section 2.7, the “then-current minimum remaining term” shall mean the remaining term in effect as of the Closing Date under the applicable Dividable Contract and shall not include any renewal or extended terms under such Dividable Contract whether such renewal or extended term is automatic or requires the act of any party or parties to such Dividable Contract. Nothing stated in this Section 2.8 2.7 shall modify in any respect the conditions set forth in Article VIV. (e) The Company shall use its commercially reasonable efforts to cause the transfer, as contemplated by the Impress Agreement, to the Buyer of such portion of the Impress Agreement that relates to the Business (“Impress Bifurcation”). Upon such Impress Bifurcation, the Buyer shall assume any Liabilities arising after the Closing related to the transferred portion of the Impress Agreement, and any other Liabilities arising under the Impress Agreement and not related to the Business shall remain with the Company. In the event the parties fail to execute the Impress Bifurcation prior to the Closing, the parties shall cooperate with each other in any reasonable and lawful arrangements (to the extent any such arrangements are feasible and contractually permitted) which are designed to provide to the Buyer the benefits of such Impress Bifurcation until such date of the Impress Bifurcation. To the extent that the Buyer is provided with the benefits of the Impress Bifurcation pursuant to the immediately foregoing sentence, the Buyer shall perform, for the benefit of the other Persons that are parties to the Impress Agreement, the obligations of the Company thereunder and any related Liabilities that would have become Liabilities of the Buyer arising on or after the Closing had the Impress Bifurcation occurred as of the Closing Date. For the avoidance of doubt, if the parties hereto fail to consummate the Impress Bifurcation, the Company shall purchase the products under the Impress Agreement on behalf of the Buyer for the Business in the quantities as prescribed by the Buyer, and deliver them to the Buyer pursuant to the price(s) set forth in the Impress Agreement.

Dividable Contracts. (a) The Company Sellers shall use its commercially their reasonable best efforts to cause assist in the transfer to the Buyer of such portion of each Dividable Contract set forth on Schedule 6.1(f)(ii) to the Company Disclosure Letter (the “Critical Dividable Contracts”), or the benefits thereof, thereof that relates to the Business on terms that maintain the costs that, taken as a whole, for all such transfers are not materially less advantageous to the Business as owned by the Buyer with the costs to the Business as owned by the Company (“Cost Neutral Basis”)than would exist if such transferred portions were stand alone contracts. -30- <Page> Upon such transfer, the Buyer shall assume any liabilities and obligations arising after the Closing related to the transferred portion of the Critical such Dividable Contracts and any other liabilities and obligations arising under the Critical Dividable Contracts shall remain with the CompanyContract. Commercially reasonable Reasonable best efforts shall include (i) a written reasoned request and recommendation in favor of such transfer to the customer or supplier that is the other party to such Dividable Contract, (ii) subject to applicable non-disclosure agreements, the provision to the Buyer of all information and records available to the Company Sellers relating to customers or suppliers, as the case may be, with respect to such portion of such Dividable Contract, (iii) the provision to the Buyer of available customer or supplier contact data and information on the customer or supplier decision maker(s) with respect to such portion of such Dividable ContractContract and, (iv) if the Company or the Buyer so requests, requests in accordance with reasonable commercial practice, the organization of mutually agreeable joint visits of the with Buyer and the Company with Sellers to such customers or suppliers, subject, in each case, to any applicable confidentiality agreements or obligations of the Company, and (v) prior to the Closing the Company’s assistance and cooperation in negotiating a separate agreement on a Cost Neutral Basis with the other party to such Dividable Contract if deemed appropriate by the BuyerSellers or any of their Affiliates. (b) Notwithstanding anything to the contrary contained in this Agreement, to the extent that any of the Critical Dividable Contracts have not been divided and assigned (the “Post Closing Dividable Contracts”) by the Parties prior to the Closing, and the Parties agree to proceed with the Closing, then this Agreement shall not constitute a transfer of such portion of any such Post Closing Dividable Contract, or an attempt thereof. If the Closing proceeds without the transfer of any such portion of any Post Closing Dividable Contract, then, following the Closing, the parties shall use their commercially reasonable best efforts to obtain promptly such authorizations, approvals, consents or waivers on a Cost Neutral Basis and to cooperate with each other in connection thereto; provided, however, that neither the Company nor the Buyer shall be required to pay any material sum of consideration for any such authorization, approval, consent or waiver. Pending such authorization, approval, consent or waiver, the parties shall cooperate with each other in any reasonable and lawful arrangements (to the extent any such arrangements are feasible) designed to provide to the Buyer the benefits of such portion of any Post Closing Dividable Contract on a Cost Neutral Basis, with respect to the portion of such Post Closing Dividable Contract applicable to the Business and the benefits that the Buyer would have obtained had such portion of such Post Closing Dividable Contract been so transferred at the Closing (or any right or benefit arising thereunder, including the enforcement for the benefit of the Buyer of any and all rights of the Company against a third party thereunder), such that the Buyer would be economically indifferent between the actual transfer of the Post Closing Dividable Contract at the Closing and the beneficial arrangement provided pursuant to this sentence. To the extent that the Buyer is provided the benefits pursuant to this Section 2.8(b) of any portion of any such Post Closing Dividable Contract, the Buyer shall perform, for the benefit of the other Persons that are parties thereto, the obligations of the Company thereunder and any related liabilities that, but for the lack of an authorization, approval, consent or waiver in connection with the assignment of such liabilities to the Buyer, would have become liabilities of the Buyer arising on or after the Closing by virtue of the transfer of such portion of such Post Closing Dividable Contract and any other obligations and liabilities arising under such Post Closing Dividable Contract shall remain with the Company. (c) Notwithstanding anything to the contrary contained in this Agreement, to the extent that the transfer to the Buyer of the portion of any Dividable Contract, other than a Critical Dividable Contract (the “Other Dividable Contracts”), that relates to the Business, Business or any claim or right or any Applicable benefit arising thereunder or resulting therefrom, is prohibited by applicable Law or would require any Governmental Entities’ governmental or third-party authorizations, approvals, consents or waivers, and such authorizations, approvals, consents or waivers shall not have been obtained prior to the Closing, the Closing shall (subject to the satisfaction or waiver of the conditions set forth in Article VI) proceeds 8) proceed without the transfer of any such portion of any such Dividable Contract then and this Agreement shall not constitute a transfer of such portion of any Other such Dividable Contract, Contract or an attempt thereof. In the event that the Closing proceeds without the transfer of any such portion of any Other such Dividable Contract, then, then following the Closing, the parties shall use their commercially reasonable best efforts efforts, and cooperate with each other, to obtain promptly such authorizations, approvals, consents or waivers and to cooperate with each other in connection theretowaivers; providedPROVIDED, howeverHOWEVER, that neither the Company Sellers nor the Buyer shall be required to pay any material sum of consideration for any such authorization, approval, consent or waiver. Pending such authorization, approval, consent or waiver, the parties shall cooperate with each other in any mutually agreeable, reasonable and lawful arrangements (to the extent any such arrangements are feasible) designed to provide to the Buyer the benefits of such portion of any Other such Dividable Contract, with respect to the portion of such Other Dividable Contract applicable to the Business Business, and to the Company Sellers the benefits that they would have obtained had such portion of such Other Dividable Contract been transferred to the Buyer at the Closing. To the extent that the Buyer is provided the benefits pursuant to this Section 2.8 2.13 of any portion of any Other such Dividable Contract, the Buyer shall perform, perform for the benefit of the other Persons that are parties thereto, thereto the obligations of the Company Sellers thereunder and any related liabilities that, but for the lack of an authorization, approval, consent or waiver in connection with the assignment of to assign such liabilities to the Buyer, would have become liabilities of the Buyer arising on or after the Closing by virtue of the transfer of such portion of such Other Dividable Contract and any other obligations and liabilities arising under such Other Dividable Contract shall remain with the Company. (d) Contract. Once authorization, approval, consent or waiver for the transfer of any such portion of any Other such Dividable Contract set forth on Schedule 2.8 to not transferred at the Company Disclosure Letter Closing is obtained, the Company Sellers shall transfer such portion of any such Other Dividable Contract to the Buyer at no additional cost to Buyer, and the Buyer shall assume obligations arising after the Closing under such portion of any such Other Dividable Contracts. To the extent that any such portion of any Other such Dividable Contract cannot be transferred following the Closing pursuant to this Section 2.82.13, then the Buyer and the Company Sellers shall cooperate reasonably in good faith an effort to find and enter into reasonable and lawful mutually agreeable arrangements (including subleasing, sublicensing or subcontracting), if feasible, to provide the parties the economic (taking into account Tax costs and benefits) and operational equivalent, to the extent permitted, of obtaining such authorization, approval, consent or waiver and the performance by the Buyer of the obligations thereunder, on economic terms not materially less advantageous to the Buyer than economic benefits received by the Company prior to Closing under the applicable Other Dividable Contract. The Company Sellers shall hold in trust for, for and pay to the Buyer promptly upon receipt thereof, all income, proceeds and other monies received by the Company Sellers in respect of the Buyer’s 's performance of any such portion of any -31- <Page> such Other Dividable Contract (net of any Taxes and any other costs imposed upon Sellers) in connection with the arrangements under this Section 2.82.13. Nothing stated in this Section 2.8 2.13 shall modify in any respect the conditions set forth in Article VI8. (c) The provisions of this Section 2.13 shall apply equally to the Toledo Plant Dividable Contracts except that, to the extent applied to Toledo Plant Dividable Contracts, references in this Section 2.13 to the Dividable Contracts, Closing Date, Closing and Business shall instead be deemed references to the Toledo Plant Dividable Contracts, Toledo Plant Closing Date, Toledo Plant Closing and Toledo Plant, respectively.