Allocation of Liabilities and Cooperation Sample Clauses

Allocation of Liabilities and Cooperation. In connection with the Formation and Structuring Transactions and this Agreement, the parties hereto shall use commercially reasonable good faith efforts to account for the assets and liabilities of the SHC Funding Group and the SHC LLC Group in a usual and customary fashion (including by allocating to each of such entities appropriate levels of cash to meet ordinary course obligations) and to allocate among the members of the SHC Funding Group and the SHC LLC Group assets and liabilities as of the IPO Closing Date which are Funding Liabilities or LLC Liabilities or which are allocable to the SHC LLC Business or the SHC Funding Business in accordance with the terms of this Agreement and other agreements relating to the Formation and Structuring Transactions. The parties will use reasonable and customary methods of allocating such assets (including cash) and liabilities among the entities comprising the SHC Funding Group and the SHC LLC Group to carry out the purposes and intent of this Agreement and the Formation and Structuring Transactions. The agreement to allocate liabilities shall include an assumption by the appropriate parties of accrued liabilities which are to be borne by a particular party pursuant to this Agreement and the Formation and Structuring Transactions. The parties hereto shall reasonably cooperate with respect to claims and liabilities relating to insurance, tax and employee benefits matters including with respect to any claims which relate to periods ending on or prior to the IPO Closing Date so that any such claims and liabilities are properly allocated in accordance with this Agreement.