Common use of Mixed Contracts Clause in Contracts

Mixed Contracts. Except as may otherwise be agreed by the parties in writing, any Contract (other than any Transferred Contract) to which BSC or any Seller is a party prior to the Closing, in each case, that inures to the benefit or burden of each of the Business and the BSC Other Businesses, including those Contracts listed on Schedule 5.23 of the Disclosure Schedule (a “Mixed Contract”), shall, to the extent commercially reasonable, be separated on or after the Closing so that each of the Purchaser and BSC shall be entitled to the rights and benefits and shall assume the related portion of any Liabilities inuring to their respective businesses. If any Mixed Contract cannot be so separated, BSC and the Purchaser shall, and shall cause each of their respective Affiliates to, take such other commercially reasonable efforts to cause (i) the rights and benefits associated with that portion of each Mixed Contract that relates to the Business to be enjoyed by the Purchaser; (ii) the Liabilities associated with that portion of each Mixed Contract that relates to the Business to be borne by the Purchaser; (iii) the rights and benefits associated with that portion of each Mixed Contract that relates to the BSC Other Businesses to be enjoyed by BSC; and (iv) the Liabilities associated with that portion of each Mixed Contract that relates to the BSC Other Businesses to be borne by BSC. 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. Notwithstanding anything to the contrary contained herein, the Liabilities to be borne by the Purchaser under any Mixed Contracts hereunder shall not include and the Purchaser shall not assume or have any responsibility for, and BSC shall, and shall cause the Sellers to, retain and be responsible for paying, performing and discharging when due, any Excluded Liabilities set forth in Sections 2.02(b)(i) through (xiv).

Mixed Contracts. Except as may otherwise be agreed by Unless the parties in writingParties agree otherwise, any Contract (other than any Transferred Contract) agreement to which BSC Abbott or any Seller of its Subsidiaries is a party prior to the Closing, in each case, Effective Time that inures to the benefit or burden of each of the Abbott Business and the BSC Other Businesses, including those Contracts listed on Schedule 5.23 of the Disclosure Schedule Hospira Business (a “Mixed Contract”)) shall be assigned in part to Hospira or its Subsidiaries, shallif so assignable, to the extent commercially reasonableprior to, be separated on or after the Closing Effective Time, so that each of the Purchaser and BSC Party or their respective Subsidiaries shall be entitled to the rights and benefits and shall assume the related portion of any obligations and Liabilities inuring to their respective businesses; provided, however, that in no event shall Abbott or any of its Subsidiaries be required to assign any Mixed Contract in its entirety. If any Mixed Contract cannot be so separatedpartially assigned, BSC Abbott and the Purchaser Hospira shall, and shall cause each of their respective Affiliates Subsidiaries to, take such other commercially reasonable efforts and permissible actions to cause cause: (i) the rights and benefits Assets associated with that portion of each Mixed Contract that relates to the Hospira Business to be enjoyed by the PurchaserHospira or a Hospira Subsidiary; (ii) the Liabilities associated with that portion of each Mixed Contract that relates to the Hospira Business to be borne by the PurchaserHospira or a Hospira Subsidiary; (iii) the rights and benefits Assets associated with that portion of each Mixed Contract that relates to the BSC Other Businesses Abbott Business to be enjoyed by BSCAbbott or an Abbott Subsidiary; and (iv) the Liabilities associated with that portion of each Mixed Contract that relates to the BSC Other Businesses Abbott Business to be borne by BSC. 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. Notwithstanding anything to the contrary contained herein, the Liabilities to be borne by the Purchaser under any Mixed Contracts hereunder shall not include and the Purchaser shall not assume Abbott or have any responsibility for, and BSC shall, and shall cause the Sellers to, retain and be responsible for paying, performing and discharging when due, any Excluded Liabilities set forth in Sections 2.02(b)(i) through (xiv)an Abbott Subsidiary.

Mixed Contracts. Except as may otherwise be agreed by Unless the parties in writingParties agree otherwise, any Contract (other than any Transferred Contract) agreement to which BSC Abbott or any Seller of its Subsidiaries is a party prior to the Closing, in each case, Effective Time that inures to the benefit or burden of each of the Abbott Business and the BSC Other Businesses, including those Contracts listed on Schedule 5.23 of the Disclosure Schedule Hospira Business (a “Mixed Contract”)"MIXED CONTRACT") shall be assigned in part to Hospira or its Subsidiaries, shallif so assignable, to the extent commercially reasonableprior to, be separated on or after the Closing Effective Time, so that each of the Purchaser and BSC Party or their respective Subsidiaries shall be entitled to the rights and benefits and shall assume the related portion of any obligations and Liabilities inuring to their respective businesses; PROVIDED, HOWEVER, that in no event shall Abbott or any of its Subsidiaries be required to assign any Mixed Contract in its entirety. If any Mixed Contract cannot be so separatedpartially assigned, BSC Abbott and the Purchaser Hospira shall, and shall cause each of their respective Affiliates Subsidiaries to, take such other commercially reasonable efforts and permissible actions to cause cause: (i) the rights and benefits Assets associated with that portion of each Mixed Contract that relates to the Hospira Business to be enjoyed by the PurchaserHospira or a Hospira Subsidiary; (ii) the Liabilities associated with that portion of each Mixed Contract that relates to the Hospira Business to be borne by the PurchaserHospira or a Hospira Subsidiary; (iii) the rights and benefits Assets associated with that portion of each Mixed Contract that relates to the BSC Other Businesses Abbott Business to be enjoyed by BSCAbbott or an Abbott Subsidiary; and (iv) the Liabilities associated with that portion of each Mixed Contract that relates to the BSC Other Businesses Abbott Business to be borne by BSC. 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. Notwithstanding anything to the contrary contained herein, the Liabilities to be borne by the Purchaser under any Mixed Contracts hereunder shall not include and the Purchaser shall not assume Abbott or have any responsibility for, and BSC shall, and shall cause the Sellers to, retain and be responsible for paying, performing and discharging when due, any Excluded Liabilities set forth in Sections 2.02(b)(i) through (xiv)an Abbott Subsidiary.