Common use of Vendor Contracts Clause in Contracts

Vendor Contracts. Prior to the AOL Employee Transfer Time, TWX and AOL shall use commercially reasonable efforts to (i) negotiate with the current third-party providers to separate and assign the applicable rights and obligations under each group insurance policy, health maintenance organization, administrative services contract, third-party administrator agreement, letter of understanding or arrangement that pertains to one or more TWX Welfare Plans and one or more AOL Welfare Plans (each, a “Vendor Contract”) to the extent that such rights or obligations pertain to AOL Employees and (ii) to the extent permitted by the applicable third-party provider, obtain and maintain pricing discounts or other preferential terms under the Vendor Contracts. At AOL’s reasonable request, AOL and TWX shall use commercially reasonable efforts so that the AOL Group may participate in the terms and conditions of such Vendor Contracts until a date that is not later than December 31, 2010. Prior to the AOL Employee Transfer Time, TWX and AOL shall use commercially reasonable efforts to negotiate with applicable consultants, plan auditors, investment advisors, legal advisors and other third-party providers of services to TWX in connection with the Benefit Plans to maintain pricing discounts or other preferential terms in effect as of immediately prior to the AOL Employee Transfer Time. At the AOL Employee Transfer Time, AOL shall assume each Vendor Contract to which AOL LLC is a party and shall be solely responsible for all obligations of AOL LLC thereunder, in each case, to the extent that there are any rights or obligations of any party thereunder that relate to any period following the AOL Employee Transfer Time.

Vendor Contracts. Prior to the AOL Employee Transfer Time, TWX (a) Aon and AOL Buyer shall use commercially reasonable efforts to (i) negotiate to cause the Vendor Contracts to be replaced, at or prior to Closing, with the current third-party providers separate contracts that are reasonably acceptable to separate Aon and assign the applicable rights and obligations under each group insurance policy, health maintenance organization, administrative services contract, third-party administrator agreement, letter of understanding or arrangement that pertains to one or more TWX Welfare Plans and one or more AOL Welfare Plans (each, a “Vendor Contract”) to the extent that such rights or obligations pertain to AOL Employees Buyer and (ii) to the extent permitted by the applicable third-party provider, obtain cooperate and maintain pricing discounts or provide each other preferential terms under the Vendor Contracts. At AOL’s with reasonable request, AOL and TWX shall use commercially reasonable efforts so that the AOL Group may participate assistance in the terms and conditions effecting such separation of such Vendor Contracts until a date that is not later than December 31, 2010. Prior prior to the AOL Employee Transfer TimeClosing and for a period of three (3) months following the Closing. (b) If the parties are not able to effect the separation of the Vendor Contracts prior to the Closing, TWX then, until such Vendor Contracts are separated or such Vendor Contracts expire in accordance with their respective terms, to the extent permissible under Requirements of Law and AOL shall under the terms of such Vendor Contracts, each of the parties hereto agrees to (i) use commercially reasonable efforts to negotiate with perform the obligations under such Vendor Contracts applicable consultantsto it and its Affiliates; (ii) promptly reimburse the other party hereto for any expenses incurred by such party or its Affiliates; (iii) hold in trust for the benefit of the other party, plan auditorsand to promptly forward to the other party, investment advisors, legal advisors and other third-party providers of services to TWX in connection with the Benefit Plans to maintain pricing discounts any monies or other preferential terms in effect as of immediately prior benefits received pursuant to such Vendor Contracts allocable to the AOL Employee Transfer Timeother party (or its Affiliates); and (iv) endeavor to institute alternative arrangements intended to put the parties in substantially the same economic position as if such Vendor Contracts were separated; provided, however, that if the parties are not able to effect the separation of the Vendor Contracts within three (3) months after the Closing, then Aon and its Affiliates shall have no further obligation to Buyer or its Affiliates with respect thereto and may freely terminate the Vendor Contracts or any portion thereof. At the AOL Employee Transfer Time, AOL shall assume each Vendor Contract to which AOL LLC is a party and Buyer shall be solely responsible for all obligations of AOL LLC thereunder, in replacing each case, Vendor Contracts to the extent that there are any rights it is not separated or obligations of any party thereunder that relate to any period transitioned hereunder. (c) If following the AOL Employee Transfer TimeClosing, the Company or any Subsidiary terminates any Vendor Contract and Aon or any of its Affiliates incurs any liability or incremental cost or expense to the vendor under the applicable Vendor Contract by reason thereof, Buyer shall reimburse Aon or such Affiliate for such liability, cost or expense.