Treatment of Shared Contracts. Upon Purchaser’s request and at Purchaser’s sole cost and expense, with respect to any Shared Contract, Seller and Purchaser shall use, and cause their respective Subsidiaries to use, commercially reasonable efforts to (i) cause the counterparties to any Shared Contracts to enter into new Contracts with Purchaser or its designee, on terms substantially similar to those contained in such Shared Contracts including with respect to pricing, in order for the Distribution Business and the business of Purchased Entities to receive the applicable benefits under such Shared Contracts (each such new Contract, a “New Contract”), or (ii) if practicable, assign to Purchaser or its designee the benefits and obligations under such Shared Contract as they relate to the business of the Distribution Business and Purchased Entities. If the Parties are not able to obtain a New Contract with a counterparty to any such - 24 - Shared Contract or assign such Shared Contract prior to the Closing, then for a period of one (1) year after the Closing Date (x) Purchaser, Seller and their respective Subsidiaries shall continue, following the Closing, to use their commercially reasonable efforts to cause such counterparty to enter into a New Contract or assign such Shared Contract, and (y) until such time as a New Contract is executed or a Shared Contract is assigned to Purchaser or its designee, Seller and Purchaser shall use and cause their respective Subsidiaries to use commercially reasonable efforts to secure an alternative arrangement reasonably satisfactory to both Parties under which the business of the Distribution Business and Purchased Entities would, in compliance with applicable Law, obtain the benefits associated with the applicable Shared Contract. For the avoidance of doubt, in no event shall Seller or Purchaser or any of their respective Affiliates be required to pay any consideration in connection with compliance with its obligations under this Section 2.02(d), or to commence, defend or participate in any litigation in connection therewith or to offer or grant any accommodation (financial or otherwise) to any third party in connection therewith.
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Treatment of Shared Contracts. Upon Purchaser’s request The Existing Member shall, and at Purchaser’s sole cost shall cause its Affiliates to, use commercially reasonable efforts to cause to occur, and expensethe New Member shall reasonably cooperate with the Existing Member and their Affiliates with such efforts as reasonably requested by the Existing Member, on or prior to the Closing, with respect to any Shared Contracteach Contract listed or described on Section 6.07 of the Disclosure Schedule, Seller and Purchaser shall usethe termination, and cause their respective Subsidiaries to useamendment, commercially reasonable efforts to (i) cause separation or other action set forth on Section 6.07 of the counterparties to any Shared Contracts to enter into new Contracts with Purchaser or its designee, on terms substantially similar to those contained in such Shared Contracts including Disclosure Schedule with respect to pricing, such Contract; provided that no Party shall be required to initiate any Action against any Person or make any payment to any Person in order for to accomplish such termination, amendment, separation or other action. In the Distribution Business and event that the business of Purchased Entities to receive the applicable benefits under such Shared Contracts (each such new Contracttermination, a “New Contract”)amendment, separation or (ii) if practicable, assign to Purchaser or its designee the benefits and obligations under such Shared Contract as they relate to the business other action set forth on Section 6.07 of the Distribution Business and Purchased Entities. If the Parties are not able to obtain a New Contract Disclosure Schedule with a counterparty respect to any such - 24 - Shared Contract is not completed on or assign such Shared Contract prior to the Closing, then for a period of one (1) year after the Existing Member shall, and shall cause its Affiliates to, continue to use commercially reasonable efforts following the Closing Date (x) Purchaserto cause the termination, Seller amendment, separation or other action set forth on Section 6.07 of the Disclosure Schedule with respect to such Contract to occur. If the termination, amendment, separation or other action set forth on Section 6.07 of the Disclosure Schedule with respect to any Contract is not completed on or prior to the Closing, in addition to complying with the obligations set forth in this Section 6.07, the Parties shall in good faith implement mutually acceptable alternative arrangements for purposes of allocating rights and Liabilities and obligations under such Contract; provided that such arrangements shall not result in a breach or violation of such Contract by the Existing Member, the Company, the New Member or any of their respective Subsidiaries shall continueAffiliates. If, following the Closing, the Existing Member or any of its Affiliates remains party to use their commercially any Contract set forth on Section 6.07 of the Disclosure Schedule (which schedule may be amended, from time to time, by mutual agreement of the New Member and the Existing Member), all or a portion of which relates to the Business or the Assets (collectively, the “Shared Contracts”), the Parties shall (and, in the case of the Existing Member, shall cause each of the members of the Sasol Group to) in good faith implement mutually acceptable arrangements (such alternative arrangements may include a mutually agreed subcontracting, sublicensing, agency or subleasing arrangement) and take such other reasonable efforts and permissible actions to cause cause, to the extent permitted under applicable Law:
(a) the Company to receive the rights and benefits previously provided to the Business pursuant to such counterparty Shared Contract immediately prior to enter into a the Execution Date and consistent with past practice of the Business in the Ordinary Course of Business; and (b) the Company to bear the burden of the applicable Liabilities borne by the Business such Shared Contract immediately prior to the Execution Date immediately prior to the Execution Date and consistent with past practice of the Business in the Ordinary Course of Business. Notwithstanding the foregoing, the Company and the New Contract Member shall have no approval or assign such other rights with respect to any amendment, termination or other modification of any Shared Contract, in each case, so long as neither the Company nor the New Member has any Liability as a result of any such action and (y) until the applicable members of the Sasol Group provide notice of any amendment, termination or other modification as promptly as reasonably practicable in advance thereof to the Company and the New Member; provided that, the Existing Member and each other member of the Sasol Group shall be required by this Section 6.07 to maintain in effect each Shared Contract such time as a New such Contract is executed amended, separated, or a Shared Contract is assigned to Purchaser or its designeereplaced, Seller and Purchaser shall use and cause their respective Subsidiaries to use commercially reasonable efforts to secure an alternative arrangement reasonably satisfactory to both Parties under which as the business case may be, as specified on Section 6.07 of the Distribution Business and Purchased Entities would, in compliance with applicable Law, obtain the benefits associated with the applicable Shared Contract. For the avoidance of doubt, in no event shall Seller or Purchaser or any of their respective Affiliates be required to pay any consideration in connection with compliance with its obligations under this Section 2.02(d), or to commence, defend or participate in any litigation in connection therewith or to offer or grant any accommodation (financial or otherwise) to any third party in connection therewithDisclosure Schedule.
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Treatment of Shared Contracts. Upon Purchaser’s request The Existing Member shall, and at Purchaser’s sole cost shall cause its Affiliates to, use commercially reasonable efforts to cause to occur, and expensethe New Member shall reasonably cooperate with the Existing Member and their Affiliates with such efforts as reasonably requested by the Existing Member, on or prior to the Closing, with respect to any Shared Contracteach Contract listed or described on Section 6.07 of the Disclosure Schedule, Seller and Purchaser shall usethe termination, and cause their respective Subsidiaries to useamendment, commercially reasonable efforts to (i) cause separation or other action set forth on Section 6.07 of the counterparties to any Shared Contracts to enter into new Contracts with Purchaser or its designee, on terms substantially similar to those contained in such Shared Contracts including Disclosure Schedule with respect to pricing, such Contract; provided that no Party shall be required to initiate any Action against any Person or make any payment to any Person in order for to accomplish such termination, amendment, separation or other action. In the Distribution Business and event that the business of Purchased Entities to receive the applicable benefits under such Shared Contracts (each such new Contracttermination, a “New Contract”)amendment, separation or (ii) if practicable, assign to Purchaser or its designee the benefits and obligations under such Shared Contract as they relate to the business other action set forth on Section 6.07 of the Distribution Business and Purchased Entities. If the Parties are not able to obtain a New Contract Disclosure Schedule with a counterparty respect to any such - 24 - Shared Contract is not completed on or assign such Shared Contract prior to the Closing, then for a period of one (1) year after the Existing Member shall, and shall cause its Affiliates to, continue to use commercially reasonable efforts following the Closing Date (x) Purchaserto cause the termination, Seller amendment, separation or other action set forth on Section 6.07 of the Disclosure Schedule with respect to such Contract to occur. If the termination, amendment, separation or other action set forth on Section 6.07 of the Disclosure Schedule with respect to any Contract is not completed on or prior to the Closing, in addition to complying with the obligations set forth in this Section 6.07, the Parties shall in good faith implement mutually acceptable alternative arrangements for purposes of allocating rights and Liabilities and obligations under such Contract; provided that such arrangements shall not result in a breach or violation of such Contract by the Existing Member, the Company, the New Member or any of their respective Subsidiaries shall continueAffiliates. If, following the Closing, the Existing Member or any of its Affiliates remains party to use their commercially any Contract set forth on Section 6.07 of the Disclosure Schedule (which schedule may be amended, from time to time, by mutual agreement of the New Member and the Existing Member), all or a portion of which relates to the Business or the Assets (collectively, the “Shared Contracts”), the Parties shall (and, in the case of the Existing Member, shall cause each of the members of the Sasol Group to) in good faith implement mutually acceptable arrangements (such alternative arrangements may include a mutually agreed subcontracting, sublicensing, agency or subleasing arrangement) and take such other reasonable efforts and permissible actions to cause cause, to the extent permitted under applicable Law: (a) the Company to receive the rights and benefits previously provided to the Business pursuant to such counterparty Shared Contract immediately prior to enter into a the Execution Date and consistent with past practice of the Business in the Ordinary Course of Business; and (b) the Company to bear the burden of the applicable Liabilities borne by the Business such Shared Contract immediately prior to the Execution Date immediately prior to the Execution Date and consistent with past practice of the Business in the Ordinary Course of Business. Notwithstanding the foregoing, the Company and the New Contract Member shall have no approval or assign such other rights with respect to any amendment, termination or other modification of any Shared Contract, in each case, so long as neither the Company nor the New Member has any Liability as a result of any such action and (y) until the applicable members of the Sasol Group provide notice of any amendment, termination or other modification as promptly as reasonably practicable in advance thereof to the Company and the New Member; provided that, the Existing Member and each other member of the Sasol Group shall be required by this Section 6.07 to maintain in effect each Shared Contract such time as a New such Contract is executed amended, separated, or a Shared Contract is assigned to Purchaser or its designeereplaced, Seller and Purchaser shall use and cause their respective Subsidiaries to use commercially reasonable efforts to secure an alternative arrangement reasonably satisfactory to both Parties under which as the business case may be, as specified on Section 6.07 of the Distribution Business and Purchased Entities would, in compliance with applicable Law, obtain the benefits associated with the applicable Shared Contract. For the avoidance of doubt, in no event shall Seller or Purchaser or any of their respective Affiliates be required to pay any consideration in connection with compliance with its obligations under this Section 2.02(d), or to commence, defend or participate in any litigation in connection therewith or to offer or grant any accommodation (financial or otherwise) to any third party in connection therewithDisclosure Schedule.
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Samples: Membership Interest Purchase Agreement (LyondellBasell Industries N.V.)
