Common use of Shared Business Contracts Clause in Contracts

Shared Business Contracts. (a) The Parties acknowledge that the Shared Business Contracts relate to both the Business and the Retained Business. Following the Closing, the Parties desire for themselves and for the benefit of Sellers and Buyers, respectively, to have and obtain the rights and benefits under each Shared Business Contract to the extent related to the continuing business of the Buyers and Sellers. Immediately after the date hereof, the Parties agree to cooperate together to provide Sellers and Buyers with their applicable rights and benefits under each Shared Business Contract by assisting the respective Sellers and/or Buyers in entering into a new Contract or Contracts with the applicable third party on substantially similar terms (a “Separated Contract”). The costs of entering into a new Contract or Contract(s) shall be borne by Seller Parent, in the case of a Shared Business Contract that is a Business Contract or Buyer Parent, in the case of a Shared Business Contract that is not a Business Contract. If any Shared Business Contract cannot be separated into a Separated Contract at Closing, Seller Parent and Buyer Parent shall, and shall cause each of their respective Affiliates to, use their reasonable best efforts to cause, for the period after the Closing until such Shared Business Contract is separated into a Separated Contract or such Separated Contract expires pursuant to its terms, (i) the rights and benefits under each Shared Business Contract to the extent relating to the Business to be enjoyed by Buyer Parent; (ii) the Liabilities under each Shared Business Contract to the extent relating to the Business to be borne by Buyer Parent; (iii) the rights and benefits under each Shared Business Contract to the extent relating to the Retained Business to be enjoyed by Seller Parent; and (iv) the Liabilities under each Shared Business Contract to the extent relating to the Retained Business to be borne by Seller Parent.

Shared Business Contracts. (a) The Parties acknowledge shall each (and shall cause their Affiliates to) cooperate in good faith prior to the Closing Date, and for a period of 120 days following the Closing Date, and each Party shall (and shall cause each of its Affiliates to) use its reasonable efforts, to identify any Contracts (other than any Contract with original equipment manufacturers or suppliers to the Business or any other businesses of Seller or its Affiliates) which relate (x) in part to the Acquired Business and (y) in part to businesses, business lines, operations, assets or undertakings of Seller or any of its Subsidiaries that do not relate to the Acquired Business, including any such Contract pursuant to which any Acquired Business Intellectual Property is, prior to the Closing Date, licensed from Seller or its Affiliates to a third party (any such Contract, excluding any Contract where the part related to the Acquired Business is de minimis, a “Shared Business Contracts relate Contract”) and (b) upon the written election of Purchaser with respect to both any such Shared Business Contract, each of Seller and Purchaser shall (and shall cause each of its Affiliates to) use its reasonable best efforts to (i) (A) if practicable and if permitted by such Shared Business Contract, assign to Purchaser or one of its Affiliates the Business benefits and the Retained Business. Following the Closing, the Parties desire for themselves and for the benefit obligations under such portion of Sellers and Buyers, respectively, to have and obtain the rights and benefits under each such Shared Business Contract as relates to the extent related to the continuing business of the Buyers Acquired Business or (B) negotiate and Sellers. Immediately after the date hereof, the Parties agree to cooperate together to provide Sellers and Buyers with their applicable rights and benefits under each Shared Business Contract by assisting the respective Sellers and/or Buyers in entering new or revised terms, or enter into a new Contract or Contracts Contracts, with the applicable third party relevant counterparties to such Shared Business Contract, on terms substantially similar terms to those contained in such Shared Business Contract, in order for Purchaser and its Affiliates to receive such benefits under such Shared Business Contract as relate to the Acquired Business and (a “Separated ii) if the Parties are not able to assign or cause the assignment of the applicable portion of such Shared Business Contract”). The costs of entering , or to enter into new or revised terms, or a new Contract or Contract(s) shall be borne by Seller ParentContract, with respect to such Shared Business Contract, in accordance with the case preceding clause (i), to enter into, without further consideration, an arrangement reasonably acceptable to Purchaser, intended to both (A) provide Purchaser with the benefit, from and after the Closing, of a the part of such Shared Business Contract that is relates to the Acquired Business in a Business Contract or Buyer Parent, manner to place Purchaser in a substantially similar position as if the case applicable portion of a such Shared Business Contract that is not a related to the Acquired Business Contract. If any had been assigned to Purchaser or one of its Affiliates and (B) cause Purchaser or its applicable Affiliate to bear all Liabilities arising out such applicable portion of such Shared Business Contract cannot be separated into a Separated Contract at Closing, Seller Parent and Buyer Parent shall, and shall cause each of their respective Affiliates to, use their reasonable best efforts relating to cause, for the period after the Closing until such Shared Business Contract is separated into as if an Assumed Liability hereunder. Notwithstanding the foregoing, in no event shall Seller or Purchaser (or any of their respective Affiliates) be obligated to pay any money (other than a Separated Contract de minimis amount) to any Person or such Separated Contract expires pursuant to its terms, (i) the rights and benefits under each Shared Business Contract otherwise offer or grant other financial or other accommodations to the extent relating to the Business to be enjoyed by Buyer Parent; (ii) the Liabilities under each Shared Business Contract to the extent relating to the Business to be borne by Buyer Parent; (iii) the rights and benefits under each Shared Business Contract to the extent relating to the Retained Business to be enjoyed by Seller Parent; and (iv) the Liabilities under each Shared Business Contract to the extent relating to the Retained Business to be borne by Seller Parentany Person in connection with obtaining any assignment or new Contract.

Shared Business Contracts. If requested by Buyer, prior to the Closing and for a period of nine (a9) The months following the Closing (or, if applicable, such longer period specified in Section 2.8), the Parties acknowledge shall use commercially reasonable efforts (i) to cause any Business Contracts that are not exclusively related to the Business and other contracts listed on Schedule 2.6 (the “Shared Business Contracts”) to be split into separate contracts between the appropriate third party and Buyer (with respect to the portion of the Shared Business Contracts that does relate to both the Business) or between the appropriate third party and Seller (with respect to the portion of the Shared Business and Contracts that does not relate to the Retained Business. Following ), (ii) to cause the Closing, third party to the Parties desire for themselves and for the benefit of Sellers and Buyers, respectively, to have and obtain the rights and benefits under each Shared Business Contract to enter a new contract with Buyer replacing the extent related to the continuing business portion of the Buyers and Sellers. Immediately after the date hereof, the Parties agree to cooperate together to provide Sellers and Buyers with their applicable rights and benefits under each Shared Business Contract by assisting that does relate to the respective Sellers and/or Buyers in entering into Business, or (iii) to cause a new license or purchase order issued under a Shared Business Contract or Contracts with to be moved from that contract to a contract between the applicable third party on substantially similar terms and Buyer (the actions in clauses (i), (ii) and (iii) shall be referred to as a “Separated ContractContract Separation”). The costs of entering into In the event and to the extent the Parties are unable to complete a new Contract or Contract(s) shall be borne by Seller Parent, in the case of Separation with respect to a Shared Business Contract, then (x) the Parties shall use their commercially reasonable efforts in good faith to complete the Contract that is a Business Contract or Buyer ParentSeparation as promptly as practicable, in the case of a Shared Business Contract that and (y) if such separation is not a Business Contractobtained, the Parties shall reasonably cooperate in any alternative lawful arrangement designed to provide for Buyer the benefits after Closing that it would have received, and to subject Buyer directly to the Liabilities, as if such Contract Separation had occurred, and the Parties shall execute and deliver such documents and other papers and take such further actions as may be reasonably required to effectuate the foregoing. If any Shared Business Contract canIn connection with its efforts under this Section, Seller shall not be separated into a Separated Contract at Closingrequired to make any payment or financial or other accommodations or grants to any third party, Seller Parent and Buyer Parent shall, and shall cause each of their respective Affiliates to, use their reasonable best efforts to cause, for other than as mutually agreed in writing by the period after the Closing until such Shared Business Contract is separated into a Separated Contract or such Separated Contract expires pursuant to its terms, (i) the rights and benefits under each Shared Business Contract to the extent relating to the Business to be enjoyed by Buyer Parent; (ii) the Liabilities under each Shared Business Contract to the extent relating to the Business to be borne by Buyer Parent; (iii) the rights and benefits under each Shared Business Contract to the extent relating to the Retained Business to be enjoyed by Seller Parent; and (iv) the Liabilities under each Shared Business Contract to the extent relating to the Retained Business to be borne by Seller ParentParties.

Shared Business Contracts. (a) The Parties acknowledge that the Shared Business Contracts relate to both the Business and the Retained other business activities of Sellers that are not part of the Business. Following the Closing, the Parties desire for themselves and for the benefit of Sellers and Buyers, respectively, to have and obtain the rights and benefits under each Shared Business Contract to the extent related to the continuing business of the Buyers and Sellers. Immediately after the date hereof, the Parties agree to cooperate together to provide Sellers and Buyers with their applicable rights and benefits under each Shared Business Contract by assisting the respective Sellers and/or Buyers in entering into a new Contract or Contracts with the applicable third party on substantially similar terms (a “Separated Contract”). The costs of entering into Following the Closing and until a new Separated Contract or Contract(s) shall be borne entered into with respect to a Shared Business Contract, each Party shall (i) use commercially reasonable efforts to assure that the rights of each Seller and Buyer under such Shared Business Contract shall be preserved, (ii) use commercially reasonable efforts to assist each such Seller and Buyer to ensure its receipt of the consideration and other economic benefits to be received by such Seller Parentand such Buyer in and under such Shared Business Contract, (iii) not agree to any amendment, supplement, waiver or other modification of such Shared Business Contract which would be material to such Seller (in the case of a Shared Business Contract that is a Business Contract Buyer Parent) or such Buyer (in the case of Seller Parent) without the prior written Consent of Seller Parent or Buyer Parent, respectively, and (iv) to the extent necessary, act as the agent for such Seller or such Buyer in the case of a connection with such Shared Business Contract that is not a Business Contract. If any Shared Business Contract cannot be separated into a Separated Contract at Closing, Seller Parent and Buyer Parent shall, hereby agree to keep each other reasonably informed of the progress of Sellers’ and shall cause each of their respective Affiliates to, use their reasonable best Buyers’ efforts to cause, for the period after the Closing until enter into any such Shared Business Contract is separated into a new Separated Contract or such Separated Contract expires pursuant Contracts and to its terms, (i) the rights and benefits under consult each Shared Business Contract to the extent relating to the Business to be enjoyed by Buyer Parent; (ii) the Liabilities under each Shared Business Contract to the extent relating to the Business to be borne by Buyer Parent; (iii) the rights and benefits under each Shared Business Contract to the extent relating to the Retained Business to be enjoyed by Seller Parent; and (iv) the Liabilities under each Shared Business Contract to the extent relating to the Retained Business to be borne by Seller Parentother in connection therewith.

Shared Business Contracts. (a) The Parties acknowledge that the Shared Business Contracts relate to both the Business and the Retained Business. Following the Closing, the Parties desire for themselves and for the benefit of Sellers and Buyers, respectively, to have and obtain the rights and benefits under each Shared Business Contract to the extent related to the continuing business of the Buyers and Sellers. Immediately after the date hereof, the Parties agree to cooperate together to provide Sellers and Buyers with their applicable rights and benefits under each Shared Business Contract by assisting the respective Sellers and/or Buyers in entering into a new Contract or Contracts with the applicable third party on substantially similar terms (a “Separated Contract”). The costs of entering into a new Contract or Contract(s) shall be borne by Seller Parent, in the case of a Shared Business Contract that is a Business Contract or Buyer Parent, in the case of a Shared Business Contract that is not a Business Contract. If any Shared Business OC\1994682.10 Contract cannot be separated into a Separated Contract at Closing, Seller Parent and Buyer Parent shall, and shall cause each of their respective Affiliates to, use their reasonable best efforts to cause, for the period after the Closing until such Shared Business Contract is separated into a Separated Contract or such Separated Contract expires pursuant to its terms, (i) the rights and benefits under each Shared Business Contract to the extent relating to the Business to be enjoyed by Buyer Parent; (ii) the Liabilities under each Shared Business Contract to the extent relating to the Business to be borne by Buyer Parent; (iii) the rights and benefits under each Shared Business Contract to the extent relating to the Retained Business to be enjoyed by Seller Parent; and (iv) the Liabilities under each Shared Business Contract to the extent relating to the Retained Business to be borne by Seller Parent.