Common use of Treatment of Commingled Contracts Clause in Contracts

Treatment of Commingled Contracts. From the date of this Agreement and until the date that is twelve (12) months after the Distribution, to the extent (i) the rights and obligations (or comparable services) under any Commingled Contract have not been or are not contemplated to be provided to the SpinCo Group pursuant to the Transition Services Agreement, (ii) replacement contracts, contract rights, bids, purchase orders or other agreements for such Commingled Contract have not yet been obtained or are not contemplated to be obtained pursuant to this Agreement, and (iii) requested by SpinCo in writing, the Company shall use its commercially reasonable efforts to assist SpinCo (in each case with effect following the Distribution Effective Time): (A) to establish replacement contracts, contract rights, bids, purchase orders or other agreements with respect to the Therapeutics Business with any Third Party which is a counterparty to any Commingled Contract; (B) to assign to a member of the SpinCo Group the rights and obligations under such Commingled Contract to the extent related to the Therapeutics Business, so that the Company and SpinCo or the members of their respective Groups shall be entitled to the rights and benefits, and shall assume the related portion of any Liabilities, inuring to their respective Business; or (C) to establish reasonable and lawful arrangements designed to provide the SpinCo Group with the rights and obligations under such Commingled Contract to the extent related to the Therapeutics Business; provided, however, that the Company makes no representation or warranty that any Third Party shall consent to any such assignment or agree to enter into any such contract, contract right, bid, purchase order or other agreement with any member of the SpinCo Group on the existing terms of the applicable Commingled Contract or at all. Neither the Company nor its Affiliates shall be required to expend any non-de minimis unreimbursed money, commence any litigation or offer or grant any non-de minimis unreimbursed accommodation (financial or otherwise) to any Third Party to fulfill its obligation under this Section 2.3.

Treatment of Commingled Contracts. From Prior to the date of this Agreement Spinco Distribution and until the date that is twelve twenty-four (1224) months after the Spinco Distribution, to the extent (i) the rights and obligations (or comparable services) under any such Commingled Contract have not been or are not contemplated to be provided to the SpinCo Spinco Group pursuant to the Transition Services an Ancillary Agreement, (ii) replacement contracts, contract rights, bids, purchase orders or other agreements for such Commingled Contract have not yet been obtained or are not contemplated to be obtained pursuant to the Ancillary Agreements or this Agreement, and (iii) requested by SpinCo in writingSpinco, the Company Remainco shall use its commercially reasonable efforts to assist SpinCo Spinco (in each case with effect following the Distribution Effective Time): Spinco Distribution) (A) to establish replacement contracts, contract rights, bids, purchase orders or other agreements with respect to the Therapeutics Spinco Business with any Third Party which is a counterparty to any Commingled Contract; , (B) to assign to a member of the SpinCo Spinco Group the rights and obligations under such Commingled Contract to the extent related to the Therapeutics Spinco Business, so that the Company Remainco and SpinCo Spinco or the members of their respective Groups shall be entitled to the rights and benefits, and shall assume Assume the related portion of any Liabilities, inuring to their respective Business; Businesses or (C) to establish reasonable and lawful arrangements designed to provide the SpinCo Spinco Group with the rights and obligations under such Commingled Contract to the extent related to the Therapeutics Spinco Business; provided, however, that the Company Remainco makes no representation or warranty that any Third Party shall consent to any such assignment or agree to enter into any such contract, contract right, bid, purchase order or other agreement with any member of the SpinCo Spinco Group on the existing terms of the applicable Commingled Contract or at all. Neither the Company Remainco nor its Affiliates shall be required to expend any non-de minimis unreimbursed money, commence any litigation or offer or grant any non-de minimis unreimbursed accommodation (financial or otherwise) to any Third Party to fulfill its obligation under this Section 2.31.4(a).

Treatment of Commingled Contracts. From the date of this Agreement and until the date that is twelve twenty-four (1224) months after the Distribution, to the extent (i) the rights and obligations (or comparable services) under any Commingled Contract have not been or are not contemplated to be provided to either the SpinCo Group or the RemainCo Group pursuant to the Transition Services Agreement, (ii) replacement contractsContracts, contract rights, bids, purchase orders or other agreements for such Commingled Contract have not yet been obtained or are not contemplated to be obtained pursuant to this Agreement, and (iii) requested by SpinCo or RemainCo in writinggood faith and in writing following the Distribution, the Company RemainCo or SpinCo, as applicable, shall use its commercially reasonable efforts to assist SpinCo the other Party (in each case with effect following the Distribution Effective Time): (A) to establish replacement contractsContracts, contract rights, bids, purchase orders or other agreements with respect to the Therapeutics SpinCo Business or 101 Business with any Third Party which is a counterparty to any such Commingled Contract; Contract; (B) to assign to a member of the SpinCo Group or RemainCo Group, as applicable, the rights and obligations under such Commingled Contract to the extent related to either the Therapeutics SpinCo Business or the 101 Business, as applicable, so that the Company RemainCo and SpinCo or the members of their respective Groups shall be entitled to the rights and benefits, and shall assume the related portion of any Liabilities, inuring to their respective Business; Business; or (C) to establish reasonable and lawful arrangements designed to provide the SpinCo Group or RemainCo Group, as applicable, with the rights and obligations under such Commingled Contract to the extent related to the Therapeutics SpinCo Business or the 101 Business, as applicable; except in each case of (A), (B) and (C), RemainCo shall be under no obligation to assign any rights or obligations under a Commingled Contract to the SpinCo Group that would compromise, dilute, restrict or otherwise adversely affect the 101 Business or RemainCo’s rights in and to the RemainCo Assets; provided, however, that neither the Company nor SpinCo makes no any representation or warranty that any Third Party shall consent to any such assignment or agree to enter into any such contractContract, contract right, bid, purchase order or other agreement with any member of the SpinCo Group or RemainCo Group, as applicable, on the existing terms of the applicable Commingled Contract or at all. Neither the Company RemainCo, SpinCo nor its their Affiliates shall be required to, and prior to the Closing, neither the Company nor SpinCo shall, without Parent’s prior written consent, expend any non-de minimis unreimbursed money, commence any litigation or litigation, offer or grant any non-de minimis unreimbursed accommodation (financial or otherwise) to any Third Party or to extend or renew any Commingled Contract to fulfill its obligation their obligations under this Section 2.3. For the avoidance of doubt, each Commingled Contract shall constitute a RemainCo Asset (except for those Contracts expressly set forth on Schedule H-4(B)) and the original Contract shall remain with RemainCo.

Treatment of Commingled Contracts. From Prior to the date of this Agreement Spinco Distribution and until the date that is twelve twenty-four (1224) months after the Spinco Distribution, to the extent (i) the rights and obligations (or comparable services) under any such Commingled Contract have not been or are not contemplated to be provided to the SpinCo Spinco Group pursuant to the Transition Services an Ancillary Agreement, (ii) replacement contracts, contract rights, bids, purchase orders or other agreements for such Commingled Contract have not yet been obtained or are not contemplated to be obtained pursuant to the Ancillary Agreements or this Agreement, and (iii) requested by SpinCo in writingSpinco or RMT Partner, as applicable, Remainco shall notify the Company shall Third Party that is the counterparty to each Commingled Contract and use its commercially reasonable efforts to assist SpinCo Spinco (in each case with effect following the Distribution Effective Time): Spinco Distribution) (A) to establish replacement contracts, contract rights, bids, purchase orders or other agreements with respect to the Therapeutics Spinco Business with any Third Party which is a counterparty to any Commingled Contract; , (B) to assign to a member of the SpinCo Spinco Group the rights and obligations under such Commingled Contract to the extent related to the Therapeutics Spinco Business, so that the Company Remainco and SpinCo Spinco or the members of their respective Groups shall be entitled to the rights and benefits, and shall assume the related portion of any Liabilities, inuring to their respective Business; Businesses, or (C) to establish reasonable and lawful arrangements (including subcontracting, sublicensing, subleasing or back-to-back agreements) designed to provide the SpinCo Spinco Group with the rights and obligations under such Commingled Contract as of the Spinco Distribution and to the extent related to the Therapeutics Spinco Business; provided, however, that the Company Remainco makes no representation or warranty that any Third Party shall consent to any such assignment or agree to enter into any such contract, contract right, bid, purchase order or other agreement with any member of the SpinCo Spinco Group on the existing terms of the applicable Commingled Contract or at all. Neither the Company Remainco nor its Affiliates shall be required to expend any non-de minimis unreimbursed money, commence any litigation or offer or grant any non-de minimis unreimbursed accommodation (financial or otherwise) to any Third Party to fulfill its obligation under this Section 2.31.3(a).