Common use of Shared Agreements Clause in Contracts

Shared Agreements. Except as otherwise expressly provided in this or the other Transaction Documents, the agreements listed in Appendix 5.2.1 will be considered as “Shared Agreements”, as well as (i) any agreement or arrangement in which CBD and/or its Subsidiaries and Sendas and/or its Subsidiaries are active or passive parties, jointly, as main parties, or otherwise, or for which they may have any residual responsibility by agreement or formalized acknowledgment, and/or (ii) any agreement or arrangement entered into by CBD prior to the Effective Spin-off Date, that is related to any Sendas’ business or business unit (“Sendas Business Unit”), whose purpose and performance is not exclusively for the benefit of the Sendas Business Unit; and/or (iii) any agreement or accord entered into by Sendas before the Effective Spin-off Date, which is related to any Compre Bem’s business unit or business; provided that such agreement or accord under (i), (ii) or (iii) cannot be separated and/or individualized on behalf of the Parties or the respective Subsidiaries thereof, or which segregation or individualization could be significantly expensive, as set forth in Clause 5.2(iii). 5.2.1.1. The rights and obligations under each Shared Agreement shall be allocated, by means of a written instrument between the Parties, in the relevant party to CBD or Sendas, or to the respective Subsidiaries indicated by CBD or Sendas, without prejudice to any amendment or addendum to the Shared Agreement itself during its term, so that each Party will be entitled to the rights and benefits, and will assume the respective portion of any Liability, inherent to its respective business; provided that: (A) in no event will any Party be required to assign (or amend) any Shared Agreement in its entirety or to assign a portion of any Shared Agreement that is not assignable (or which cannot be changed) under its terms (including any terms that impose consents or conditions on an assignment, when such consents or conditions cannot be obtained or fulfilled); and (B) if any Shared Agreement cannot be partially assigned by its terms or cannot be changed, if such an assignment or amendment unduly damages or encumbers the benefit that the Parties derive from such Shared Agreement or if such Shared Agreement is listed or described in Appendix 5.2.1, then the Parties shall, and shall cause their subsidiaries, to take other reasonable and legally effective actions and measures (including sending notice to the other Party regarding any Claim or other relevant matters related to any Shared Agreement, in order to allow the other Party to exercise any applicable rights under the law and the relevant Shared Agreement) to ensure that CBD or Sendas, as the case may be, receives the rights and benefits of the Shared Agreement that relates to its respective business, as if such Shared Agreement had been assigned (or changed), and bear the burden of the corresponding Liabilities, as if such Liabilities had been assumed if the expected assignment or amendment had occurred due to Business Separation. 5.2.1.2. The Parties shall comply, and the Transition Committee shall define and manage the action plan relating to the negotiation with third parties to separate each one of the Shared Agreements. 5.2.1.3. CBD and Sendas and the respective Subsidiaries thereof shall provide the same accounting and tax treatment to a Shared Agreement, in accordance with applicable Laws and regulations, in line with the treatment previously adopted by the Parties, and undertake not to report or take any tax position inconsistent with such treatment, except by legal imposition or change of interpretation of the applicable Law, which shall be immediately communicated to the other Party.

Shared Agreements. (i) Exhibit I attached hereto contains a list of certain third party agreements with Tenneco Business Services, Inc. under or through which both the Automotive Group and Packaging Group has obtained or does obtain goods or services. Of these third party agreements, those listed in Section 1 of Exhibit I have been modified to provide that Tenneco and Packaging may each order, receive and pay for the goods and services to which such agreements apply for its respective Group as if each company had a separate contract. The third-party agreements listed in Section 2 of Exhibit I will be administered by Packaging or one of its Subsidiaries after the Distribution and the allocated costs for such goods or services will be billed to and paid by Tenneco on a recurring basis. (ii) Except as otherwise expressly provided in this or with respect to the other Transaction Documents, 1996 Agreements and the agreements listed in Appendix 5.2.1 will be considered as “Shared Agreements”on Exhibit I hereto, as well as (i) and subject to the provisions of Section 5.08 below, any agreement to which any party hereto (or arrangement any other member of such party's Group) is a party that inures to the benefit of or relates to the Automotive Business and the Packaging Business, but that is not a Packaging Asset or otherwise the subject of this Agreement or any Ancillary Agreement, shall be assigned in which CBD and/or its Subsidiaries part, at the expense and Sendas and/or its Subsidiaries are active risk of the Assignee (as defined herein), on or passive parties, jointly, as main parties, or otherwise, or for which they may have any residual responsibility by agreement or formalized acknowledgment, and/or (ii) any agreement or arrangement entered into by CBD prior to the Effective Spin-off Date, that is related to any Sendas’ business Distribution Date or business unit (“Sendas Business Unit”), whose purpose and performance is not exclusively for the benefit of the Sendas Business Unit; and/or (iii) any agreement or accord entered into by Sendas before the Effective Spin-off Date, which is related to any Compre Bem’s business unit or business; provided that such agreement or accord under (i), (ii) or (iii) cannot be separated and/or individualized on behalf of the Parties or the respective Subsidiaries thereof, or which segregation or individualization could be significantly expensive, as set forth in Clause 5.2(iii). 5.2.1.1. The rights and obligations under each Shared Agreement shall be allocated, by means of a written instrument between the Parties, in the relevant party to CBD or Sendas, or to the respective Subsidiaries indicated by CBD or Sendas, without prejudice to any amendment or addendum to the Shared Agreement itself during its termsoon as reasonably practicable thereafter, so that each Party will party (or such other member of such party's Group) shall be entitled to the rights and benefits, and will assume the respective portion of any Liability, inherent benefits inuring to its respective business; provided that: (A) in no event will any Party be required to assign (or amend) any Shared Agreement in its entirety or to assign a portion of any Shared Agreement that is not assignable (or which cannot be changed) business under its terms (including any terms that impose consents or conditions on an assignment, when such consents or conditions cannot be obtained or fulfilled); and (B) if any Shared Agreement cannot be partially assigned by its terms or cannot be changed, if such an assignment or amendment unduly damages or encumbers the benefit that the Parties derive from such Shared Agreement or if such Shared Agreement is listed or described in Appendix 5.2.1, then the Parties shall, and shall cause their subsidiaries, to take other reasonable and legally effective actions and measures (including sending notice to the other Party regarding any Claim or other relevant matters related to any Shared Agreement, in order to allow the other Party to exercise any applicable rights under the law and the relevant Shared Agreement) to ensure that CBD or Sendas, as the case may be, receives the rights and benefits of the Shared Agreement that relates to its respective business, as if such Shared Agreement had been assigned (or changed), and bear the burden of the corresponding Liabilities, as if such Liabilities had been assumed if the expected assignment or amendment had occurred due to Business Separationagreement. 5.2.1.2. The Parties shall comply, and the Transition Committee shall define and manage the action plan relating to the negotiation with third parties to separate each one of the Shared Agreements. 5.2.1.3. CBD and Sendas and the respective Subsidiaries thereof shall provide the same accounting and tax treatment to a Shared Agreement, in accordance with applicable Laws and regulations, in line with the treatment previously adopted by the Parties, and undertake not to report or take any tax position inconsistent with such treatment, except by legal imposition or change of interpretation of the applicable Law, which shall be immediately communicated to the other Party.

Shared Agreements. (i) Exhibit I attached hereto contains a list of certain third party agreements with Tenneco Business Services, Inc. under or through which both the Automotive Group and Packaging Group has obtained or does obtain goods or services. As set forth in Section 1 of Exhibit I, certain of these agreements have been modified to provide that Tenneco and Packaging may each order, receive and pay for the goods and services to which such agreements apply for its respective Group as if each company had a separate contract. The third-party agreements listed in Section 2 of on Exhibit I will be administered by Packaging or one of its Subsidiaries after the Distribution and the allocated costs for such goods or services will be billed to and paid by Tenneco on a recurring basis. (ii) Except as otherwise expressly provided in this or with respect to the other Transaction Documents, 1996 Agreements and the agreements listed in Appendix 5.2.1 will be considered as “Shared Agreements”on Exhibit I hereto, as well as (i) and subject to the provisions of Section 5.08 below, any agreement to which any party hereto (or arrangement any other member of such party's Group) is a party that inures to the benefit of or relates to the Automotive Business and the Packaging Business, but that is not a Packaging Asset or otherwise the subject of this Agreement or any Ancillary Agreement, shall be assigned in which CBD and/or its Subsidiaries part, at the expense and Sendas and/or its Subsidiaries are active risk of the Assignee (as defined herein), on or passive parties, jointly, as main parties, or otherwise, or for which they may have any residual responsibility by agreement or formalized acknowledgment, and/or (ii) any agreement or arrangement entered into by CBD prior to the Effective Spin-off Date, that is related to any Sendas’ business Distribution Date or business unit (“Sendas Business Unit”), whose purpose and performance is not exclusively for the benefit of the Sendas Business Unit; and/or (iii) any agreement or accord entered into by Sendas before the Effective Spin-off Date, which is related to any Compre Bem’s business unit or business; provided that such agreement or accord under (i), (ii) or (iii) cannot be separated and/or individualized on behalf of the Parties or the respective Subsidiaries thereof, or which segregation or individualization could be significantly expensive, as set forth in Clause 5.2(iii). 5.2.1.1. The rights and obligations under each Shared Agreement shall be allocated, by means of a written instrument between the Parties, in the relevant party to CBD or Sendas, or to the respective Subsidiaries indicated by CBD or Sendas, without prejudice to any amendment or addendum to the Shared Agreement itself during its termsoon as reasonably practicable thereafter, so that each Party will party (or such other member of such party's Group) shall be entitled to the rights and benefits, and will assume the respective portion of any Liability, inherent benefits inuring to its respective business; provided that: (A) in no event will any Party be required to assign (or amend) any Shared Agreement in its entirety or to assign a portion of any Shared Agreement that is not assignable (or which cannot be changed) business under its terms (including any terms that impose consents or conditions on an assignment, when such consents or conditions cannot be obtained or fulfilled); and (B) if any Shared Agreement cannot be partially assigned by its terms or cannot be changed, if such an assignment or amendment unduly damages or encumbers the benefit that the Parties derive from such Shared Agreement or if such Shared Agreement is listed or described in Appendix 5.2.1, then the Parties shall, and shall cause their subsidiaries, to take other reasonable and legally effective actions and measures (including sending notice to the other Party regarding any Claim or other relevant matters related to any Shared Agreement, in order to allow the other Party to exercise any applicable rights under the law and the relevant Shared Agreement) to ensure that CBD or Sendas, as the case may be, receives the rights and benefits of the Shared Agreement that relates to its respective business, as if such Shared Agreement had been assigned (or changed), and bear the burden of the corresponding Liabilities, as if such Liabilities had been assumed if the expected assignment or amendment had occurred due to Business Separationagreement. 5.2.1.2. The Parties shall comply, and the Transition Committee shall define and manage the action plan relating to the negotiation with third parties to separate each one of the Shared Agreements. 5.2.1.3. CBD and Sendas and the respective Subsidiaries thereof shall provide the same accounting and tax treatment to a Shared Agreement, in accordance with applicable Laws and regulations, in line with the treatment previously adopted by the Parties, and undertake not to report or take any tax position inconsistent with such treatment, except by legal imposition or change of interpretation of the applicable Law, which shall be immediately communicated to the other Party.

Shared Agreements. (i) Exhibit I attached hereto contains a list of certain third party agreements with Tenneco Business Services Inc. under or through which both the Automotive Group and Packaging Group has obtained or does obtain goods or services. Of these third party agreements, those listed in Section 1 of Exhibit I have been modified to provide that Tenneco and Packaging may each order, receive and pay for the goods and services to which such agreements apply for its respective Group as if each company had a separate contract. Subject to the provisions of the Transition Services Agreement, (1) the third-party agreements listed in Section 2 of Exhibit I will be administered by Packaging or one of its Subsidiaries after the Distribution, (2) members of the Automotive Group shall be entitled to place orders for and receive the goods and services covered by such agreements by placing orders with Packaging and (3) the actual costs to Packaging (after taking into account any applicable volume discounts) for goods or services, if any, that a member of the Automotive Group directs Packaging to order or have provided on its behalf under such agreements will be billed to and paid by Tenneco on a recurring basis. (ii) Except as otherwise expressly provided in this or with respect to the other Transaction Documents, 1996 Agreements and the agreements listed in Appendix 5.2.1 will be considered as “Shared Agreements”on Exhibit I hereto, as well as (i) and subject to the provisions of Section 5.08 below, any agreement to which any party hereto (or arrangement any other member of such party's Group) is a party that inures to the benefit of or relates to the Automotive Business and the Packaging Business, but that is not a Packaging Asset or otherwise the subject of this Agreement or any Ancillary Agreement, shall be assigned in which CBD and/or its Subsidiaries part, at the expense and Sendas and/or its Subsidiaries are active risk of the Assignee (as defined herein), on or passive parties, jointly, as main parties, or otherwise, or for which they may have any residual responsibility by agreement or formalized acknowledgment, and/or (ii) any agreement or arrangement entered into by CBD prior to the Effective Spin-off Date, that is related to any Sendas’ business Distribution Date or business unit (“Sendas Business Unit”), whose purpose and performance is not exclusively for the benefit of the Sendas Business Unit; and/or (iii) any agreement or accord entered into by Sendas before the Effective Spin-off Date, which is related to any Compre Bem’s business unit or business; provided that such agreement or accord under (i), (ii) or (iii) cannot be separated and/or individualized on behalf of the Parties or the respective Subsidiaries thereof, or which segregation or individualization could be significantly expensive, as set forth in Clause 5.2(iii). 5.2.1.1. The rights and obligations under each Shared Agreement shall be allocated, by means of a written instrument between the Parties, in the relevant party to CBD or Sendas, or to the respective Subsidiaries indicated by CBD or Sendas, without prejudice to any amendment or addendum to the Shared Agreement itself during its termsoon as reasonably practicable thereafter, so that each Party will party (or such other member of such party's Group) shall be entitled to the rights and benefits, and will assume the respective portion of any Liability, inherent benefits inuring to its respective business; provided that: (A) in no event will any Party be required to assign (or amend) any Shared Agreement in its entirety or to assign a portion of any Shared Agreement that is not assignable (or which cannot be changed) business under its terms (including any terms that impose consents or conditions on an assignment, when such consents or conditions cannot be obtained or fulfilled); and (B) if any Shared Agreement cannot be partially assigned by its terms or cannot be changed, if such an assignment or amendment unduly damages or encumbers the benefit that the Parties derive from such Shared Agreement or if such Shared Agreement is listed or described in Appendix 5.2.1, then the Parties shall, and shall cause their subsidiaries, to take other reasonable and legally effective actions and measures (including sending notice to the other Party regarding any Claim or other relevant matters related to any Shared Agreement, in order to allow the other Party to exercise any applicable rights under the law and the relevant Shared Agreement) to ensure that CBD or Sendas, as the case may be, receives the rights and benefits of the Shared Agreement that relates to its respective business, as if such Shared Agreement had been assigned (or changed), and bear the burden of the corresponding Liabilities, as if such Liabilities had been assumed if the expected assignment or amendment had occurred due to Business Separationagreement. 5.2.1.2. The Parties shall comply, and the Transition Committee shall define and manage the action plan relating to the negotiation with third parties to separate each one of the Shared Agreements. 5.2.1.3. CBD and Sendas and the respective Subsidiaries thereof shall provide the same accounting and tax treatment to a Shared Agreement, in accordance with applicable Laws and regulations, in line with the treatment previously adopted by the Parties, and undertake not to report or take any tax position inconsistent with such treatment, except by legal imposition or change of interpretation of the applicable Law, which shall be immediately communicated to the other Party.