Common use of Third Party Contracts and Cross Default Provisions Clause in Contracts

Third Party Contracts and Cross Default Provisions. (a) The parties agree that, to the extent that ASC or any of its Affiliates provides either Company and any of their respective Subsidiaries the ability to receive services or use assets that either Company or any of its Subsidiaries prior to the Closing receives or uses pursuant to a contract of ASC or any of its Affiliates with a third party, the parties will cooperate with each other to cause such Companies and any of their respective Subsidiaries, as applicable, to directly enter into a new contract with such third party with respect to such services or assets to the extent the Buyer desires that such Companies and their respective Subsidiaries continue to receive such services from, or use such assets of, such third party after the Closing, which cooperation shall be deemed to include, without limitation, ASC requiring a third party, to the extent it has the power to do so under any such contract, to split such contract into two separate contracts, one with ASC or its Affiliate and the other with such Company. The parties agree that, to the extent that either of the Companies or any of their respective Subsidiaries provides ASC and any of its Affiliates (other than the Companies and their respective Subsidiaries) prior to the Closing the ability to receive services or use assets that ASC or any of its Affiliates (other than the Companies and their respective Subsidiaries) receives or uses pursuant to a contract of either of the Companies or any of their respective Subsidiaries with a third party, the parties will cooperate with each other to cause ASC and any of its Affiliates (other than the Companies and their respective Subsidiaries), as applicable, to directly enter into a new contract with such third party with respect to such services or assets to the extent ASC desires that ASC and the Affiliates (other than the Companies and their respective Subsidiaries) continue to receive such services from, or use such assets of, such third party after the Closing, which cooperation shall be deemed to include, without limitation, a Company requiring a third party, to the extent it has the power to do so under any such contract, to split such contract into two separate contracts, one with ASC or its Affiliate and the other with such Company. (b) Prior to and after the Closing Date, ASC shall use its commercially reasonable efforts to cause the third party(ies) to each contract with either of the Companies or any of their respective Subsidiaries which have cross-default or cross-termination provisions referring to one or more contracts between such third party and/or one or more of its Affiliate(s), and ASC and/or one or more of its Affiliates (excluding the Companies and their respective Subsidiaries), to agree to the removal from such contract of the cross-default or cross-termination provisions which relate to such contracts with ASC and/or one or more of its Affiliate(s). Prior to the Closing Date, ASC, and following the Closing Date, the Buyer, shall use their commercially reasonable efforts to cause the third party(ies) to each contract with ASC and/or one or more of its Affiliates (excluding the Companies or any of their respective Subsidiaries) which have cross-default or cross-termination provisions referring to one or more contracts between such third party and/or one or more of its Affiliate(s), and either of the Companies or any of their respective Subsidiaries, to agree to the removal from such contract of the cross- default or cross-termination provisions which relate to such contracts with either of the Companies or any of their respective Subsidiaries.

Third Party Contracts and Cross Default Provisions. (a) The parties agree that, to the extent that ASC or any of its Affiliates provides either Company and any of their respective Subsidiaries the Sellers (other than ASC) the ability to receive services or use assets that either Company or any of its Subsidiaries the Sellers (other than ASC) prior to the Closing receives or uses pursuant to a contract of ASC or any of its Affiliates with a third partyparty (including, but not limited to, those contracts listed on Schedule 8.14, operating leases and the rental equipment described in Section 8.13), the parties will cooperate with each other to cause such Companies and any of their respective Subsidiaries, as applicable, to directly enter into a new contract with such third party with respect to such services or assets to the extent the Buyer desires that such Companies and their respective Subsidiaries to continue to receive such services from, or use such assets of, such third party after the Closing, which cooperation shall be deemed to include, without limitation, ASC requiring a third party, to the extent it has the power to do so under any such contract, to split such contract into two separate contracts, one with ASC or its Affiliate and the other with such Companythe Buyer. The parties agree that, to the extent that either of the Companies or any of their respective Subsidiaries provides Sellers (other than ASC) provide ASC and any of its Affiliates (other than the Companies and their respective SubsidiariesSellers (other than ASC) prior to the Closing the ability to receive services or use assets that ASC or any of its Affiliates (other than the Companies and their respective SubsidiariesSellers (other than ASC) receives or uses pursuant to a contract of either of the Companies or any of their respective Subsidiaries Sellers (other than ASC) with a third party, the parties will cooperate with each other to cause ASC and any of its Affiliates (other than the Companies and their respective SubsidiariesSellers (other than ASC), as applicable, to directly enter into a new contract with such third party with respect to such services or assets to the extent ASC desires that ASC and the Affiliates (other than the Companies and their respective SubsidiariesSellers (other than ASC) continue to receive such services from, or use such assets of, such third party after the Closing, which cooperation shall be deemed to include, without limitation, a Company the Buyer requiring a third party, to the extent it has the power to do so under any such contract, to split such contract into two separate contracts, one with ASC or its Affiliate Affiliates and the other with such Companythe Buyer. (b) Prior to and after the Closing Date, ASC shall use its commercially reasonable efforts to cause the third party(ies) to each contract with either of the Companies or any of their respective Subsidiaries Sellers (other than ASC) which have cross-default or cross-termination provisions referring to one or more contracts between such third party and/or one or more of its Affiliate(s), and ASC and/or one or more of its Affiliates (excluding the Companies and their respective SubsidiariesSellers (other than ASC), to agree to the removal from such contract of the cross-default or cross-termination provisions which relate to such contracts with ASC and/or one or more of its Affiliate(s). Prior to the Closing Date, ASC, and following the Closing Date, the Buyer, shall use their commercially reasonable reasonably efforts to cause the third party(ies) to each contract with ASC and/or one or more of its Affiliates (excluding the Companies or any of their respective Subsidiaries) which have cross-default or cross-termination provisions referring to one or more contracts between such third party and/or one or more of its Affiliate(s), and either of the Companies or any of their respective Subsidiaries, Buyer to agree to the removal from such contract of the cross- cross-default or cross-termination provisions which relate to such contracts with either of the Companies or Buyer any of their respective its Subsidiaries.

Third Party Contracts and Cross Default Provisions. (a) The parties agree that, to the extent that ASC or any of its Affiliates provides either Company and any of their respective Subsidiaries the ability to receive services or use assets that either Company or any of its Subsidiaries prior to the Closing receives or uses pursuant to a contract of ASC or any of its Affiliates with a third party, the parties will cooperate with each other to cause such Companies and any of their respective Subsidiaries, as applicable, to directly enter into a new contract with such third party with respect to such services or assets to the extent the Buyer desires that such Companies and their respective Subsidiaries continue to receive such services from, or use such assets of, such third party after the Closing, which cooperation shall be deemed to include, without limitation, ASC requiring a third party, to the extent it has the power to do so under any such contract, to split such contract into two separate contracts, one with ASC or its Affiliate and the other with such Company. The parties agree that, to the extent that either of the Companies or any of their respective Subsidiaries provides ASC and any of its Affiliates (other than the Companies and their respective Subsidiaries) prior to the Closing the ability to receive services or use assets that ASC or any of its Affiliates (other than the Companies and their respective Subsidiaries) receives or uses pursuant to a contract of either of the Companies or any of their respective Subsidiaries with a third party, the parties will cooperate with each other to cause ASC and any of its Affiliates (other than the Companies and their respective Subsidiaries), as applicable, to directly enter into a new contract with such third party with respect to such services or assets to the extent ASC desires that ASC and the Affiliates (other than the Companies and their respective Subsidiaries) continue to receive such services from, or use such assets of, such third party after the Closing, which cooperation shall be deemed to include, without limitation, a Company requiring a third party, to the extent it has the power to do so under any such contract, to split such contract into two separate contracts, one with ASC or its Affiliate and the other with such Company. (b) Prior to and after the Closing Date, ASC shall use its commercially reasonable efforts to cause the third party(ies) to each contract with either of the Companies or any of their respective Subsidiaries which have cross-default or cross-termination provisions referring to one or more contracts between such third party and/or one or more of its Affiliate(s), and ASC and/or one or more of its Affiliates (excluding the Companies and their respective Subsidiaries), to agree to the removal from such contract of the cross-default or cross-termination provisions which relate to such contracts with ASC and/or one or more of its Affiliate(s). Prior to the Closing Date, ASC, and following the Closing Date, the Buyer, shall use their commercially reasonable efforts to cause the third party(ies) to each contract with ASC and/or one or more of its Affiliates (excluding the Companies or any of their respective Subsidiaries) which have cross-default or cross-termination provisions referring to one or more contracts between such third party and/or one or more of its Affiliate(s), and either of the Companies or any of their respective Subsidiaries, to agree to the removal from such contract of the cross- cross-default or cross-termination provisions which relate to such contracts with either of the Companies or any of their respective Subsidiaries.

Third Party Contracts and Cross Default Provisions. (a) The parties agree that, to the extent that ASC or any of its Affiliates provides either the Company and any of their respective its Subsidiaries the ability to receive services or use assets that either the Company or any of its Subsidiaries prior to the Closing receives or uses pursuant to a contract of ASC or any of its Affiliates with a third party, the parties will cooperate with each other to cause such Companies the Company and any of their respective its Subsidiaries, as applicable, to directly enter into a new contract with such third party with respect to such services or assets to the extent the Buyer desires Purchasers desire that such Companies the Company and their respective the Subsidiaries continue to receive such services from, or use such assets of, such third party after the Closing, which cooperation shall be deemed to include, without limitation, ASC requiring a third party, to the extent it has the power to do so under any such contract, to split such contract into two separate contracts, one with ASC or its Affiliate and the other with such the Company. The parties agree that, to the extent that either of the Companies Company or any of their respective its Subsidiaries provides ASC and any of its Affiliates (other than the Companies Company and their respective its Subsidiaries) prior to the Closing the ability to receive services or use assets that ASC or any of its Affiliates (other than the Companies Company and their respective its Subsidiaries) receives or uses pursuant to a contract of either of the Companies Company or any of their respective its Subsidiaries with a third party, the parties will cooperate with each other to cause ASC and any of its Affiliates (other than the Companies Company and their respective its Subsidiaries), as applicable, to directly enter into a new contract with such third party with respect to such services or assets to the extent ASC desires that ASC and the Affiliates (other than the Companies Company and their respective its Subsidiaries) continue to receive such services from, or use such assets of, such third party after the Closing, which cooperation shall be deemed to include, without limitation, a the Company requiring a third party, to the extent it has the power to do so under any such contract, to split such contract into two separate contracts, one with ASC or its Affiliate and the other with such the Company. (b) Prior to and after the Closing Date, ASC shall use its commercially reasonable reasonably efforts to cause the third party(ies) to each contract with either of the Companies Company or any of their respective its Subsidiaries which have cross-default or cross-termination provisions referring to one or more contracts between such third party and/or one or more of its Affiliate(s), and ASC and/or one or more of its Affiliates (excluding the Companies Company and their respective its Subsidiaries), to agree to the removal from such contract of the cross-default or cross-termination provisions which relate to such contracts with ASC and/or one or more of its Affiliate(s). Prior to the Closing Date, ASC, and following the Closing Date, the BuyerPurchasers, shall use their commercially reasonable reasonably efforts to cause the third party(ies) to each contract with ASC and/or one or more of its Affiliates (excluding the Companies Company or any of their respective its Subsidiaries) which have cross-default or cross-termination provisions referring to one or more contracts between such third party and/or one or more of its Affiliate(s), and either of the Companies Company or any of their respective its Subsidiaries, to agree to the removal from such contract of the cross- cross-default or cross-termination provisions which relate to such contracts with either of the Companies Company or any of their respective its Subsidiaries.

Third Party Contracts and Cross Default Provisions. (a) The parties agree that, to the extent that ASC or any of its Affiliates provides either any Company and any of their respective Subsidiaries the ability to receive services or use assets that either any Company or any of its Subsidiaries prior to the Closing receives or uses pursuant to a contract of ASC or any of its Affiliates with a third party, the parties will cooperate with each other to cause such Companies and any of their respective Subsidiaries, as applicable, to directly enter into a new contract with such third party with respect to such services or assets to the extent the Buyer desires that such Companies and their respective Subsidiaries continue to receive such services from, or use such assets of, such third party after the Closing, which cooperation shall be deemed to include, without limitation, ASC requiring a third party, to the extent it has the power to do so under any such contract, to split such contract into two separate contracts, one with ASC or its Affiliate and the other with such Company. The parties agree that, to the extent that either any of the Companies or any of their respective Subsidiaries provides ASC and any of its Affiliates (other than the Companies and their respective Subsidiaries) prior to the Closing the ability to receive services or use assets that ASC or any of its Affiliates (other than the Companies and their respective Subsidiaries) receives or uses pursuant to a contract of either any of the Companies or any of their respective Subsidiaries with a third party, the parties will cooperate with each other to cause ASC and any of its Affiliates (other than the Companies and their respective Subsidiaries), as applicable, to directly enter into a new contract with such third party with respect to such services or assets to the extent ASC desires that ASC and the Affiliates (other than the Companies and their respective Subsidiaries) continue to receive such services from, or use such assets of, such third party after the Closing, which cooperation shall be deemed to include, without limitation, a Company requiring a third party, to the extent it has the power to do so under any such contract, to split such contract into two separate contracts, one with ASC or its Affiliate and the other with such Company. (b) Prior to and after the Closing Date, ASC shall use its commercially reasonable efforts to cause the third party(ies) to each contract with either any of the Companies or any of their respective Subsidiaries which have cross-default or cross-termination provisions referring to one or more contracts between such third party and/or one or more of its Affiliate(s), and ASC and/or one or more of its Affiliates (excluding the Companies and their respective Subsidiaries), to agree to the removal from such contract of the cross-default or cross-termination provisions which relate to such contracts with ASC and/or one or more of its Affiliate(s). Prior to the Closing Date, ASC, and following the Closing Date, the Buyer, shall use their commercially reasonable efforts to cause the third party(ies) to each contract with ASC and/or one or more of its Affiliates (excluding the Companies or any of their respective Subsidiaries) which have cross-default or cross-termination provisions referring to one or more contracts between such third party and/or one or more of its Affiliate(s), and either any of the Companies or any of their respective Subsidiaries, to agree to the removal from such contract of the cross- cross-default or cross-termination provisions which relate to such contracts with either any of the Companies or any of their respective Subsidiaries.

Third Party Contracts and Cross Default Provisions. (a) The parties hereto agree that, to the extent that ASC or any of its Affiliates provides either the Company and any of their respective its Subsidiaries the ability to receive services or use assets that either the Company or any of its Subsidiaries prior to the Closing receives or uses pursuant to a contract of ASC or any of its Affiliates with a third party, the parties will reasonably cooperate with each other to attempt to cause such Companies the Company and any of their respective its Subsidiaries, as applicable, to directly enter into a new contract with such third party with respect to such services or assets to the extent the Buyer desires that such Companies the Company and their respective its Subsidiaries continue to receive such services from, or use such assets of, such third party after the Closing, which cooperation shall be deemed to include, without limitation, ASC requiring a third party, to the extent it has the power to do so under any such contract, to split such contract into two separate contracts, one with ASC or its Affiliate and the other with such the Company. The parties agree that, to the extent that either of the Companies Company or any of their respective its Subsidiaries provides ASC and any of its Affiliates (other than the Companies Company and their respective its Subsidiaries) prior to the Closing the ability to receive services or use assets that ASC or any of its Affiliates (other than the Companies Company and their respective its Subsidiaries) receives or uses pursuant to a contract of either of the Companies Company or any of their respective its Subsidiaries with a third party, the parties will reasonably cooperate with each other to attempt to cause ASC and any of its Affiliates (other than the Companies Company and their respective its Subsidiaries), as applicable, to directly enter into a new contract with such third party with respect to such services or assets to the extent ASC desires that ASC and the Affiliates (other than the Companies Company and their respective its Subsidiaries) continue to receive such services from, or use such assets of, such third party after the Closing, which cooperation shall be deemed to include, without limitation, a the Company requiring a third party, to the extent it has the power to do so under any such contract, to split such contract into two separate contracts, one with ASC or its Affiliate and the other with such the Company. (b) Prior to and after the Closing Date, ASC and the Buyer shall use its their respective commercially reasonable efforts to cause the third party(ies) to each contract with either of between the Companies Company or any of their respective its Subsidiaries and each such third party(ies) (each, a “Company Base Contract”) which have cross-cross default or cross-cross termination provisions referring to one or more contracts listed on Schedule 9.15 of the Seller Disclosure Schedule between such third party and/or one or more of its Affiliate(s), and ASC and/or one or more of its Affiliates (excluding the Companies Company and their respective its Subsidiaries) (each, an “ASC Triggering Contract”), to agree to the removal from such contract each Company Base Contract of the cross-cross default or cross-cross termination provisions which relate to such contracts with the applicable ASC and/or one or more of its Affiliate(s)Triggering Contract. Prior to the Closing Date, ASC, ASC and following the Closing Date, the Buyer, shall use their respective commercially reasonable efforts to cause the third party(ies) to each contract with between ASC and/or one or more of its Affiliates (excluding the Companies Company or any of their respective its Subsidiaries) and such third party(ies) (each, an “ASC Base Contract”) which have cross-cross default or cross-cross termination provisions referring to one or more contracts between such third party and/or one or more of its ASC’s Affiliate(s), and either of the Companies Company or any of their respective Subsidiariesits Subsidiaries (each, a “Company Triggering Contract”), to agree to the removal from such contract each ASC Base Contract of the cross- cross default or cross-cross termination provisions which relate to such contracts the applicable Company Triggering Contract. To the extent that the parties are unable to cause a third party to remove a cross default of cross termination provisions from any contract referred to in this Section 9.16(b) in accordance with either the provision of this Section 9.16(b), the Companies parties agree to enter into a separate indemnification agreement (the “Cross Default Indemnification Agreement”) whereby ASC would agree to indemnify the Company for losses caused by ASC’s or any of its subsidiaries’ breach of an ASC Triggering Contract, and the Buyer would agree to indemnify ASC for losses caused by the Buyer’s, the Company’s or any of their respective Subsidiariessubsidiaries’ breach of a Company Triggering Contract.