Shared Contracts; Intercompany Balances Clause Samples

Shared Contracts; Intercompany Balances. (a) Following the execution of this Agreement and prior to each Relevant Closing, Sellers and Buyer will use reasonable best efforts to cooperate and identify any Contracts which the Parties mutually agree are Buyer Shared Contracts or Seller Shared Contracts but which were previously not included on Schedule 3.18(c) or otherwise identified by Sellers to Buyer. As promptly as practicable following the execution of this Agreement (and in any event at least thirty (30) days prior to the Principal Closing), Sapphire shall provide Buyer with a list indicating (i) those Buyer Shared Contracts that may be separated and assigned in part to Buyer (or its applicable Affiliate) or replicated for the benefit of Buyer (or its applicable Affiliate) pursuant to its terms, without the consent of the counterparty thereto or other conditions, including the payment of a transfer or other fee, without a breach thereunder or a violation of Law and without resulting in a Liability to the Party intended to assign (or accept assignment of) such Buyer Shared Contract (collectively, the “Assignable Buyer Shared Contracts”) and (ii) those Seller Shared Contracts that may be separated and assigned in part to Sellers (or the applicable Retained Entity) or replicated for the benefit of Sellers (or the applicable Retained Entity) pursuant to its terms, without the consent of the counterparty thereto or other conditions, including the payment of a transfer or other fee, without a breach thereunder or a violation of Law and without resulting in a Liability to the Party intended to assign (or accept assignment of) such Seller Shared Contract (collectively, the “Assignable Seller Shared Contracts” and, together with the Assignable Buyer Shared Contracts, the “Assignable Shared Contracts”). Thereafter, (A) each Assignable Buyer Shared Contract shall be deemed (to the extent of the separation, partial assignment or replication with respect to the portion of such Assignable Buyer Shared Contract that relates to any of the Businesses) to be a Purchased Contract hereunder and Sellers shall separate and partially assign (or cause to be separated and partially assigned) to Buyer (or its applicable Affiliate), or have or cause to be replicated, for the benefit of Buyer (or its applicable Affiliate) as of the Relevant Closing such Assignable Buyer Shared Contract in accordance with its terms and (B) each Assignable Seller Shared Contract shall be deemed (to the extent of the separation or replicati...