Common use of Direct Contracts Clause in Contracts

Direct Contracts. If a Spinco Entity is a party to a Sourcing Contract with a Manufacturer and neither Harbor nor any member of the Harbor Group is also party (a “Direct Contract”), any such Direct Contract shall be transferred (to the extent related to the Spinco Business) to Spinco or another member of the Spinco Group at the Closing. Notwithstanding the foregoing, and for the avoidance of doubt, in the case of any Direct Contract that is also a Private Brand Contract, the license to market, sell or otherwise distribute Private Brand Products shall remain subject in all respects to the terms and conditions set forth in this Agreement, including Spinco’s (and Affiliates of Spinco’s) compliance with the terms and conditions set forth in Section 18.5. All obligations and liabilities under any such Direct Contract shall concurrently be assumed by Spinco or such applicable member of the Spinco Group and neither Harbor nor any of its Affiliates shall have any liability or obligation in respect thereof. For the avoidance of doubt, returns with respect to any Products purchased by Spinco or another member of the Spinco Group under a Direct Contract shall be processed and coordinated directly between the applicable Manufacturer and Spinco or other member of the Spinco Group, and neither Harbor nor any of its Affiliates shall have any liability or obligation in respect thereof.