Common use of SpinCo Contracts Clause in Contracts

SpinCo Contracts. (a) Where Parent or a Parent Subsidiary remains party to a SpinCo Contract, Parent hereby appoints SpinCo, and SpinCo hereby accepts the appointment, to be a subcontractor during the Term for the performance and full discharge of the following obligations and Liabilities (the “Subcontracted Performance”): all obligations and Liabilities of each of Parent and, as applicable, any relevant Subsidiaries of Parent as set forth in and in support of the SpinCo Contracts from (and including) the Effective Date, except any obligations that (i) Parent or a relevant Service Provider Party has agreed to provide as relevant Transition Distribution Activities pursuant to this Agreement or, as applicable, certain Transition Services pursuant to the Transition Services Agreement or (ii) pursuant to the terms of the applicable SpinCo Contract, cannot be subcontracted or discharged. Parent or, as applicable, relevant Subsidiary of Parent shall upon request of SpinCo, provide SpinCo with all information within the control of (or reasonably available to) Parent or one of its Subsidiaries which is reasonably necessary to perform the Subcontracted Performance; provided, that, Parent shall not be required to disclose any information to the extent disclosure is not permitted under applicable Law or disclosure of such information is subject to any contractual restrictions which prevents Parent from disclosing such information. (b) Parent or, as applicable, relevant Subsidiary of Parent, to the limited extent reasonably necessary under the circumstances, (i) authorizes each of SpinCo or, as applicable, relevant Subsidiary of SpinCo to act on behalf of Parent or, as applicable, relevant Subsidiary of Parent for purposes of performing the Subcontracted Performance and (ii) grants to SpinCo or, as applicable, relevant Subsidiary of SpinCo a limited power of attorney to make, upon advance written notice to and with the prior written consent of Parent or, as applicable, relevant Subsidiary of Parent (not to be unreasonably withheld), such changes, amendments or alterations to the terms of the SpinCo Contracts solely to the extent related to the Subcontracted Performance, in the name of Parent or, as applicable, relevant Subsidiary of Parent, in each case solely to the extent consistent with the terms and conditions of this Agreement and the SDA. SpinCo will ensure that any changes, amendments or alterations to the terms of existing SpinCo contracts are compliant with the necessary terms for SpinCo Contracts set out in Appendix E (Key Terms for SpinCo Contracts). SpinCo shall not enter into any SpinCo Contract with any Customer that is binding on Parent or any of its Subsidiaries or commence any Action in respect of any SpinCo Contract or any Customer except as provided in this Section 2.12(b) as well as the terms set out in Appendix E (Key Terms for SpinCo Contracts). (c) Notwithstanding anything to the contrary in this Agreement, at the reasonable request and proposal (and sole cost and expense) of SpinCo (and without Parent incurring any Liability as a result thereof that is not fully mitigated in advance by SpinCo), Parent will use commercially reasonable efforts to terminate, amend or modify the terms of any SpinCo Contract on terms acceptable to SpinCo; provided, that, (i) to the extent any proposed amendment or termination would reasonably be expected to impact any Transition Distribution Activities, Parent shall have no Liability hereunder as a result of Parent complying with any such request; and (ii) Parent shall have no obligation to comply with such request to the extent it would materially increase the burden of providing or materially expand the Transition Distribution Activities or cause Parent to incur any Liability (including any increased expense) that has not been advanced by SpinCo.

SpinCo Contracts. (a) Where Parent or a Parent Subsidiary remains party to a SpinCo Contract, Parent hereby appoints SpinCo, and SpinCo hereby accepts the appointment, to be a subcontractor during the Term for the performance and full discharge of the following obligations and Liabilities (the “Subcontracted Performance”): all obligations and Liabilities of each of Parent and, as applicable, any relevant Subsidiaries of Parent as set forth in and in support of the SpinCo Contracts from (and including) the Effective Date, except any obligations that (i) Parent or a relevant Service Provider Party has agreed to provide as relevant Transition Distribution Activities pursuant to this Agreement or, as applicable, certain Transition Services pursuant to the Transition Services Agreement or (ii) pursuant to the terms of the applicable SpinCo Contract, cannot be subcontracted or discharged. Parent or, as applicable, relevant Subsidiary of Parent shall upon request of SpinCo, provide SpinCo with all information within the control of (or reasonably available to) Parent or one of its Subsidiaries which is reasonably necessary to perform the Subcontracted Performance; provided, that, Parent shall not be required to disclose any information to the extent disclosure is not permitted under applicable Law or disclosure of such information is subject to any contractual restrictions which prevents Parent from disclosing such information. (b) Parent or, as applicable, relevant Subsidiary of Parent, to the limited extent reasonably necessary under the circumstances, (i) authorizes each of SpinCo or, as applicable, relevant Subsidiary of SpinCo to act on behalf of Parent or, as applicable, relevant Subsidiary of Parent for purposes of performing the Subcontracted Performance and (ii) grants to SpinCo or, as applicable, relevant Subsidiary of SpinCo a limited power of attorney to make, upon advance written notice to and with the prior written consent of Parent or, as applicable, relevant Subsidiary of Parent (not to be unreasonably withheld), such changes, amendments or alterations to the terms of the SpinCo Contracts solely to the extent related to the Subcontracted Performance, in the name of Parent or, as applicable, relevant Subsidiary of Parent, in each case solely to the extent consistent with the terms and conditions of this Agreement and the SDA. SpinCo will ensure that any changes, amendments or alterations to the terms of existing SpinCo contracts are compliant with the necessary terms for SpinCo Contracts set out in Appendix E (Key Terms for SpinCo Contracts). E. SpinCo shall not enter into any SpinCo Contract with any Customer that is binding on Parent or any of its Subsidiaries or commence any Action in respect of any SpinCo Contract or any Customer except as provided in this Section 2.12(b) as well as the terms set out in Appendix E (Key Terms for SpinCo Contracts).E. (c) Notwithstanding anything to the contrary in this Agreement, at the reasonable request and proposal (and sole cost and expense) of SpinCo (and without Parent incurring any Liability as a result thereof that is not fully mitigated in advance by SpinCo), Parent will use commercially reasonable efforts to terminate, amend or modify the terms of any SpinCo Contract on terms acceptable to SpinCo; provided, that, (i) to the extent any proposed amendment or termination would reasonably be expected to impact any Transition Distribution Activities, Parent shall have no Liability hereunder as a result of Parent complying with any such request; and (ii) Parent shall have no obligation to comply with such request to the extent it would materially increase the burden of providing or materially expand the Transition Distribution Activities or cause Parent to incur any Liability (including any increased expense) that has not been advanced by SpinCo.