Common use of Mixed Contracts; Mixed Accounts Clause in Contracts

Mixed Contracts; Mixed Accounts. (i) Unless the Parties agree otherwise, any agreement to which any member of the AXP Group or the Ameriprise Group is a party prior to the Effective Time that inures to the benefit or burden of both of the AXP Business and the Ameriprise Business (a "Mixed Contract") shall be assigned in part to Ameriprise or one of its Subsidiaries, and/or to AXP or one of its Subsidiaries, as the case may be, if so assignable, prior to or as of the Effective Time, such that each Party or its respective Subsidiaries shall be entitled to the rights and benefits thereof and shall assume the related portion of any obligations thereunder and any Liabilities inuring to their respective Businesses; provided, however, that in no event shall either Party be required to assign any Mixed Contract in its entirety. If any Mixed Contract cannot be so partially assigned, AXP and Ameriprise shall, and shall cause each of their respective Subsidiaries to, take such other reasonable and permissible actions to cause: (A) the Assets associated with that portion of each Mixed Contract that relates to the Ameriprise Business to be enjoyed by Ameriprise or an Ameriprise Subsidiary; (B) the Liabilities associated with that portion of each Mixed Contract that relates to the Ameriprise Business to be borne by Ameriprise or an Ameriprise Subsidiary; (C) the Assets associated with that portion of each Mixed Contract that relates to the AXP Business to be enjoyed by AXP or an AXP Subsidiary; and (D) the Liabilities associated with that portion of each Mixed Contract that relates to the AXP Business to be borne by AXP or an AXP Subsidiary; provided, however, that the arrangements described in clauses (A), (B), (C) and (D) shall terminate on the earlier to occur of (1) the termination of the applicable Mixed Contract and (2) the second anniversary of the Distribution Date.

Mixed Contracts; Mixed Accounts. (i) Unless the Parties agree otherwisein writing otherwise or as otherwise may be provided in any Ancillary Agreement, any agreement to which any member of the AXP Remainco Group or the Ameriprise New News Corporation Group is a party prior to the Effective Time Distribution that inures to the benefit or burden of both of the AXP Remainco Business and the Ameriprise Separated Business (a "“Mixed Contract"”) shall be assigned in part to Ameriprise New News Corporation or one of its Subsidiaries, and/or to AXP Remainco or one of its Subsidiaries, as the case may be, if so assignable, prior to or as of the Effective TimeDistribution, such that each Party or its respective Subsidiaries shall be entitled to its portion of the rights and benefits thereof thereof, as determined in the sole discretion of Remainco (to be exercised in good faith), and shall assume the related portion of any obligations thereunder and any Liabilities inuring to their respective Businesses; provided, however, that in no event shall either Party be required to assign any Mixed Contract in its entirety. If any Mixed Contract cannot be so partially assignedassigned to any extent, AXP Remainco and Ameriprise New News Corporation shall, and shall cause each of their respective Subsidiaries to, take such other reasonable and permissible actions to causecause the following: (A) the Assets associated with that portion of each Mixed Contract (as determined by Remainco, in its sole discretion (to be exercised in good faith) that relates to the Ameriprise Separated Business to be enjoyed by Ameriprise New News Corporation or an Ameriprise a New News Corporation Subsidiary; (B) the Liabilities associated with that portion of each Mixed Contract (as determined by Remainco, in its sole discretion (to be exercised in good faith) that relates to the Ameriprise Separated Business to be borne by Ameriprise New News Corporation or an Ameriprise a New News Corporation Subsidiary; (C) the Assets associated with that portion of each Mixed Contract that (as determined by Remainco, in its sole discretion (to be exercised in good faith)that relates to the AXP Remainco Business to be enjoyed by AXP Remainco or an AXP a Remainco Subsidiary; and (D) the Liabilities associated with that portion of each Mixed Contract (as determined by Remainco, in its sole discretion (to be exercised in good faith) that relates to the AXP Remainco Business to be borne by AXP Remainco or an AXP a Remainco Subsidiary; provided, however, that the arrangements described in clauses (A), (B), (C) and (D) shall terminate on the earlier to occur of (1) the termination of the applicable Mixed Contract and (2) or, if later, the second anniversary of the Distribution Dateassociated liability.

Mixed Contracts; Mixed Accounts. (i) Unless the Parties agree otherwiseotherwise (including as contemplated by the Transition Services Agreement), any agreement to which any member of the AXP EWS Group or the Ameriprise SNI Group is a party prior to the Effective Time that inures to the benefit or burden of both of the AXP EWS Business and the Ameriprise Business SNI Business, including each such agreement set forth on Schedule 5.01(f) (a "“Mixed Contract") ”), shall be assigned in part to Ameriprise SNI or one of the members of its SubsidiariesGroup, and/or or to AXP EWS or one of the members of its SubsidiariesGroup, as the case may be, if so assignable, prior to or as of the Effective Time, such that each Party or its respective Subsidiaries Group members shall be entitled to the rights and benefits thereof and shall assume the related portion of any obligations thereunder and any Liabilities inuring to their respective Businesses; provided, however, that in no event shall either Party be required to assign any Mixed Contract in its entirety. If any Mixed Contract cannot be so partially assigned, AXP EWS and Ameriprise SNI shall, and shall cause each of their respective Subsidiaries Group members to, take such other reasonable and permissible actions to cause: (A) the Assets associated with that portion of each Mixed Contract that relates to the Ameriprise SNI Business to be enjoyed by Ameriprise SNI or an Ameriprise Subsidiarya member of the SNI Group; (B) the Liabilities associated with that portion of each Mixed Contract that relates to the Ameriprise SNI Business to be borne by Ameriprise SNI or an Ameriprise Subsidiarya member of the SNI Group; (C) the Assets associated with that portion of each Mixed Contract that relates to the AXP EWS Business to be enjoyed by AXP EWS or an AXP Subsidiarya member of the EWS Group; and (D) the Liabilities associated with that portion of each Mixed Contract that relates to the AXP EWS Business to be borne by AXP EWS or an AXP Subsidiarya member of the EWS Group; provided, however, that the arrangements described in clauses (A), (B), (C) and (D) shall terminate on the earlier to occur of (1) the termination of the applicable Mixed Contract and (2) the second anniversary of the Distribution DateContract.

Mixed Contracts; Mixed Accounts. (i) Unless Subject to the Ancillary Agreements, and unless the Parties agree otherwise, any agreement to which any member of the AXP ADP Group or the Ameriprise Broadridge Group is a party prior to the Effective Time that inures to the benefit or burden of both of the AXP ADP Business and the Ameriprise Broadridge Business (a "“Mixed Contract"”) shall be assigned in part to Ameriprise Broadridge or one of its Subsidiaries, and/or to AXP ADP or one of its Subsidiaries, as the case may be, if so assignable, prior to or as of the Effective Time, such that each Party or its respective Subsidiaries shall be entitled to the rights and benefits thereof and shall assume the related portion of any obligations thereunder and any Liabilities inuring to their respective Businesses; provided, however, that in no event shall either Party be required to assign any Mixed Contract in its entirety. If any Mixed Contract cannot be so partially assigned, AXP ADP and Ameriprise Broadridge shall, and shall cause each of their respective Subsidiaries to, take such other reasonable and permissible actions to cause: (A) the Assets associated with that portion of each Mixed Contract that relates to the Ameriprise Broadridge Business to be enjoyed by Ameriprise Broadridge or an Ameriprise a Broadridge Subsidiary; (B) the Liabilities associated with that portion of each Mixed Contract that relates to the Ameriprise Broadridge Business to be borne by Ameriprise Broadridge or an Ameriprise a Broadridge Subsidiary; (C) the Assets associated with that portion of each Mixed Contract that relates to the AXP ADP Business to be enjoyed by AXP ADP or an AXP ADP Subsidiary; and (D) the Liabilities associated with that portion of each Mixed Contract that relates to the AXP ADP Business to be borne by AXP ADP or an AXP ADP Subsidiary; provided, however, that the arrangements described in clauses (A), (B), (C) and (D) shall terminate on the earlier to occur of (1) the termination of the applicable Mixed Contract and (2) the second first anniversary of the Distribution Date.

Mixed Contracts; Mixed Accounts. (i) Unless Subject to the Ancillary Agreements, and unless the Parties agree otherwise, any agreement to which any member of the AXP ADP Group or the Ameriprise Dealer Group is a party prior to the Effective Time that inures to the benefit or burden of both of the AXP ADP Business and the Ameriprise Dealer Business (a "“Mixed Contract"”) shall be assigned in part to Ameriprise Dealer or one of its Subsidiaries, and/or to AXP ADP or one of its Subsidiaries, as the case may be, if so assignable, prior to or as of the Effective Time, such that each Party or its respective Subsidiaries shall be entitled to the rights and benefits thereof and shall assume the related portion of any obligations thereunder and any Liabilities inuring to their respective Businesses; provided, however, that in no event shall either Party be required to assign any Mixed Contract in its entirety. If any Mixed Contract cannot be so partially assigned, AXP ADP and Ameriprise Dealer shall, and shall cause each of their respective Subsidiaries to, take such other reasonable and permissible actions to cause: (A) the Assets associated with that portion of each Mixed Contract that relates to the Ameriprise Dealer Business to be enjoyed by Ameriprise Dealer or an Ameriprise a Dealer Subsidiary; (B) the Liabilities associated with that portion of each Mixed Contract that relates to the Ameriprise Dealer Business to be borne by Ameriprise Dealer or an Ameriprise a Dealer Subsidiary; (C) the Assets associated with that portion of each Mixed Contract that relates to the AXP ADP Business to be enjoyed by AXP ADP or an AXP ADP Subsidiary; and (D) the Liabilities associated with that portion of each Mixed Contract that relates to the AXP ADP Business to be borne by AXP ADP or an AXP ADP Subsidiary; provided, however, that the arrangements described in clauses (A), (B), (C) and (D) shall terminate on the earlier to occur of (1) the termination of the applicable Mixed Contract and (2) the second first anniversary of the Distribution Date.

Mixed Contracts; Mixed Accounts. (ia) Unless Except as may otherwise be agreed by the Parties agree otherwiseparties in writing, any agreement Business Contract (other than any Business Contracts that (A) are used exclusively in connection with, or relate exclusively to, the Business, (B) expressly constitute Excluded Assets or (C) to the extent not otherwise covered by clause (A) and (B), the Retained Licenses and Excluded Agreements) to which Xxxxxx or any member of the AXP Group or the Ameriprise Group its Affiliates is a party prior to the Effective Time Closing, in each case, that inures to the benefit or burden of both each of the AXP Business and the Ameriprise Business Xxxxxx Other Businesses (a "“Mixed Contract"”), shall, to the extent commercially reasonable, be separated (or, with respect to Intellectual Property, to the extent not separable and to the extent permitted, sublicensed) shall be assigned in part to Ameriprise on or one of its Subsidiariesafter the Closing, and/or to AXP or one of its Subsidiaries, as the case may be, if so assignable, prior to or as of the Effective Time, such that each Party or its respective Subsidiaries of Xxxxxx and GE shall be entitled to the rights and benefits thereof and shall assume the related portion of any obligations thereunder and any Liabilities inuring to their respective Businesses; provided, however, that in no event shall either Party be required to assign any Mixed Contract in its entiretybusinesses. If any Mixed Contract cannot be so partially assignedseparated (or, AXP with respect to Intellectual Property, to the extent not separable and Ameriprise to the extent permitted, sublicensed), Xxxxxx and GE shall, and shall cause each of their respective Subsidiaries Affiliates to, take such other commercially reasonable and permissible actions efforts to cause: cause (Ai) the Assets rights and benefits associated with that portion of each Mixed Contract that relates to the Ameriprise Business to be enjoyed by Ameriprise or an Ameriprise SubsidiaryGE; (Bii) the Liabilities associated with that portion of each Mixed Contract that relates to the Ameriprise Business to be borne by Ameriprise or an Ameriprise SubsidiaryGE; (Ciii) the Assets rights and benefits associated with that portion of each Mixed Contract that relates to the AXP Business Xxxxxx Other Businesses to be enjoyed by AXP or an AXP Subsidiary; Xxxxxx and (Div) the Liabilities associated with that portion of each Mixed Contract that relates to the AXP Business Xxxxxx Other Businesses to be borne by AXP Xxxxxx. Xxxxxx shall provide GE with a copy of each Mixed Contract (it being understood that the parties shall use commercially reasonable efforts to comply, where practicable, with any applicable confidentiality provisions contained in such Mixed Contracts), and the parties shall cooperate with each other to effect such separation. The costs of such separation shall be borne by the parties in proportion to the rights and benefits inuring to each of them under the Mixed Contract. To the extent GE or its Affiliates’, or Xxxxxx or its Affiliates’, exploitation of Intellectual Property sublicensed to such party under this Section 7.9(a) results in or otherwise contributes to an AXP Subsidiaryobligation by the other party or its Affiliates (as sublicensor under this Section 7.9(a)), to make any payments to a third Person, such sublicensee under this Section 7.9(a) shall be responsible for all such payment obligations. Notwithstanding the foregoing, with respect to any Mixed Contract, Xxxxxx may, in its sole discretion, elect in lieu of the foregoing arrangements to assign its entire interest in any Mixed Contract to GE subject to the provisions of Section 7.8 and the other terms hereof; provided, however, that Xxxxxx shall remain primarily liable for, and shall indemnify the arrangements described GE Indemnified Parties in clauses (A)respect of, (B), (C) and (D) shall terminate on any Liabilities thereunder to the earlier extent such Liabilities relate to occur of (1) the termination of the applicable Mixed Contract and (2) the second anniversary of the Distribution DateExcluded Businesses.

Mixed Contracts; Mixed Accounts. (i) Unless the Parties agree otherwise, any agreement to which any member of the AXP Games Group or the Ameriprise Lottery Group is a party prior to the Effective Time that inures to the benefit or burden of both of the AXP Games Business and the Ameriprise Lottery Business (a "“Mixed Contract"”) shall be assigned in part to Ameriprise Lottery or one of its Subsidiaries, and/or to AXP Games or one of its Subsidiaries, as the case may be, if so assignable, prior to or as of the Effective Time, such that each Party or its respective Subsidiaries shall be entitled to the rights and benefits thereof and shall assume the related portion of any obligations thereunder and any Liabilities inuring to their respective Businesses; provided, however, that in no event shall either Party be required to assign any Mixed Contract in its entirety. If any Mixed Contract cannot be so partially assigned, AXP Games and Ameriprise Lottery shall, and shall cause each of their respective Subsidiaries to, take such other reasonable and permissible actions to cause: (A) the Assets associated with that portion of each Mixed Contract that relates to the Ameriprise Lottery Business to be enjoyed by Ameriprise Lottery or an Ameriprise Lottery Subsidiary; (B) the Liabilities associated with that portion of each Mixed Contract that relates to the Ameriprise Lottery Business to be borne by Ameriprise Lottery or an Ameriprise Lottery Subsidiary; (C) the Assets associated with that portion of each Mixed Contract that relates to the AXP Games Business to be enjoyed by AXP Games or an AXP Games Subsidiary; and (D) the Liabilities associated with that portion of each Mixed Contract that relates to the AXP Games Business to be borne by AXP Games or an AXP Games Subsidiary; provided, however, that the arrangements described in clauses (A), (B), (C) and (D) shall terminate on the earlier to occur of (1) the termination of the applicable Mixed Contract and (2) the second anniversary of the Distribution Date.

Mixed Contracts; Mixed Accounts. (a) Except as may otherwise be agreed by the Parties, in the case of a Mixed Contract, if any, the Parties shall use commercially reasonable efforts to cause such Mixed Contract to be: (i) Unless assigned in relevant part to ACC or an ACC Subsidiary (or to HyperScale or a HyperScale Subsidiary if the Parties agree otherwise, any agreement to which any member of the AXP Group or the Ameriprise Group contracting Party is a party Transferred Entity) if so assignable; (ii) appropriately amended, prior to to, on or after the Effective Time that inures to the benefit or burden of both of the AXP Business and the Ameriprise Business (a "Mixed Contract"iii) shall be assigned replaced or otherwise addressed with suitable arrangements, in part to Ameriprise or one of its Subsidiaries, and/or to AXP or one of its Subsidiaries, as the either case may be, if so assignable, prior to or as of the Effective Time, such that each Party or its their respective Subsidiaries shall be entitled to the rights and benefits thereof and shall assume the related portion of any obligations thereunder and any Liabilities inuring to their respective Businessesbusinesses; provided, however, that in no event shall either Party or its respective Subsidiaries be required to assign or amend any Mixed Contract in its entiretyentirety or to assign a portion of any Mixed Contract that is not assignable or cannot be amended by its terms (including any terms imposing Consents or conditions on an assignment where such Consents or conditions have not been obtained or fulfilled). If any Mixed Contract cannot be so partially assigned, AXP or cannot be amended, or if such assignment or amendment would impair the benefit the parties thereto derive from such Mixed Contract and Ameriprise such Mixed Contract is not replaced or otherwise addressed with suitable arrangements, HyperScale and ACC shall, and shall cause each of their respective Subsidiaries to, take such other reasonable and permissible actions to cause: (A) the Assets associated with that portion of each Mixed Contract that relates to the Ameriprise ACC's Business to be enjoyed by Ameriprise ACC or an Ameriprise ACC Subsidiary; (B) the Liabilities associated with that portion of each Mixed Contract that relates to the Ameriprise ACC Business to be borne by Ameriprise ACC or an Ameriprise ACC Subsidiary; (C) the Assets associated with that portion of each Mixed Contract that relates to the AXP HyperScale Business to be enjoyed by AXP HyperScale or an AXP a HyperScale Subsidiary; and (D) the Liabilities associated with that portion of each Mixed Contract that relates to the AXP HyperScale Business to be borne by AXP HyperScale or an AXP a HyperScale Subsidiary; provided, however, that the arrangements described in clauses (A), (B), (C) and (D) shall terminate on the earlier to occur of (1) the termination of the applicable Mixed Contract and (2) the second anniversary of the Distribution Date.

Mixed Contracts; Mixed Accounts. (i) Unless the Parties agree otherwise, any agreement to which any member of the AXP Belo Group or the Ameriprise Newspaper Holdco Group is a party prior to the Effective Time that inures to the benefit or burden of both of the AXP Belo Business and the Ameriprise Newspaper Holdco Business (a "“Mixed Contract"”) shall be assigned in part to Ameriprise Newspaper Holdco or one of its Subsidiaries, and/or to AXP Belo or one of its Subsidiaries, as the case may be, if so assignable, prior to or as of the Effective Time, such that each Party or its respective Subsidiaries shall be entitled to the rights and benefits thereof and shall assume the related portion of any obligations thereunder and any Liabilities inuring to their respective Businesses; provided, however, that in no event shall either Party be required to assign any Mixed Contract in its entirety. If any Mixed Contract cannot be so partially assigned, AXP Belo and Ameriprise Newspaper Holdco shall, and shall cause each of their respective Subsidiaries to, take such other reasonable and permissible actions to cause: (A) the Assets associated with that portion of each Mixed Contract that relates to the Ameriprise Newspaper Holdco Business to be enjoyed by Ameriprise Newspaper Holdco or an Ameriprise a Newspaper Holdco Subsidiary; (B) the Liabilities associated with that portion of each Mixed Contract that relates to the Ameriprise Newspaper Holdco Business to be borne by Ameriprise Newspaper Holdco or an Ameriprise a Newspaper Holdco Subsidiary; (C) the Assets associated with that portion of each Mixed Contract that relates to the AXP Belo Business to be enjoyed by AXP Belo or an AXP a Belo Subsidiary; and (D) the Liabilities associated with that portion of each Mixed Contract that relates to the AXP Belo Business to be borne by AXP Belo or an AXP a Belo Subsidiary; provided, however, that the arrangements described in clauses (A), (B), (C) and (D) shall terminate on the earlier to occur of (1) the termination of the applicable Mixed Contract and (2) the second anniversary of the Distribution Date.

Mixed Contracts; Mixed Accounts. (i) Unless the Parties agree otherwisein writing otherwise or as otherwise may be provided in any Ancillary Agreement, any agreement to which any member of the AXP Belo Group or the Ameriprise Newspaper Holdco Group is a party prior to the Effective Time that inures to the benefit or burden of both of the AXP Belo Business and the Ameriprise Newspaper Holdco Business (a "“Mixed Contract"”) shall be assigned in part to Ameriprise Newspaper Holdco or one of its Subsidiaries, and/or to AXP Belo or one of its Subsidiaries, as the case may be, if so assignable, prior to or as of the Effective Time, such that each Party or its respective Subsidiaries shall be entitled to the rights and benefits thereof and shall assume the related portion of any obligations thereunder and any Liabilities inuring to their respective Businesses; provided, however, that in no event shall either Party be required to assign any Mixed Contract in its entirety. If any Mixed Contract cannot be so partially assigned, AXP Belo and Ameriprise Newspaper Holdco shall, and shall cause each of their respective Subsidiaries to, take such other reasonable and permissible actions to cause: (A) the Assets associated with that portion of each Mixed Contract that relates to the Ameriprise Newspaper Holdco Business to be enjoyed by Ameriprise Newspaper Holdco or an Ameriprise a Newspaper Holdco Subsidiary; (B) the Liabilities associated with that portion of each Mixed Contract that relates to the Ameriprise Newspaper Holdco Business to be borne by Ameriprise Newspaper Holdco or an Ameriprise a Newspaper Holdco Subsidiary; (C) the Assets associated with that portion of each Mixed Contract that relates to the AXP Belo Business to be enjoyed by AXP Belo or an AXP a Belo Subsidiary; and (D) the Liabilities associated with that portion of each Mixed Contract that relates to the AXP Belo Business to be borne by AXP Belo or an AXP a Belo Subsidiary; provided, however, that the arrangements described in clauses (A), (B), (C) and (D) shall terminate on the earlier to occur of (1) the termination of the applicable Mixed Contract and (2) the second anniversary of the Distribution DateContract.