Divided Commingled Contracts Clause Samples

Divided Commingled Contracts. Seller and Buyer acknowledge that Seller and its Affiliates are parties to certain contracts set forth on Section 4.11 of the Seller Disclosure Letter (the “Divided Commingled Contracts”). Seller, on the one hand, and Buyer, on the other hand shall reasonably cooperate with each other and use their respective reasonable best efforts (i) to notify the third party that is the counterparty to each Divided Commingled Contract and, to the extent reasonably within the contractual or other ability or control of Seller or Buyer or their respective Affiliates, as the case may be, to cause the applicable Divided Commingled Contract to be apportioned (including by obtaining the consent of such counterparty to enter into a new contract or amendment, splitting or assigning in relevant part such Divided Commingled Contract) between (A) the Company, upon terms reasonably acceptable to Buyer, and (B) Seller and its Affiliates (other than the Company), pursuant to which Seller and its Affiliates (other than the Company) will assume all of the rights and obligations under such Divided Commingled Contract that relate to businesses other than the Business, on the one hand, and the Company will assume all of the post-Closing rights and obligations under such Divided Commingled Contract that relate to the Business, on the other hand, and (ii) to the extent reasonably within the contractual or other ability or control of Seller or Buyer or their respective Affiliates, (A) in the case of Seller and its Affiliates, cause the applicable counterparty to release the Company, as applicable, from the obligations of Seller and its Affiliates arising after the Closing Date under the portion of the Divided Commingled Contract apportioned to Seller and its Affiliates and, (B) in the case of the Company, cause the applicable counterparty to release Seller and its Affiliates from the obligations of the Company arising after the Closing Date under the portion of the Divided Commingled Contract apportioned to the Company. From and after the Closing, (x) Buyer and its Affiliates shall indemnify and hold harmless Seller and its Affiliates for all Losses arising from or relating to the portion of any Divided Commingled Contract apportioned to the Company and (y) Seller shall indemnify and hold harmless Buyer and its Affiliates (including the Company) for all Losses arising from or relating to the portion of any Divided Commingled Contract apportioned to Seller and its Affiliates.