Multi-Site Contracts Clause Samples

Multi-Site Contracts. (a) Section 2.14(a) of the Disclosure Schedule sets forth all Multi-Site Contracts not addressed separately by the Related Agreements that are material to the Business and as to which the Parties have agreed to equitably allocate the rights and obligations arising thereunder (the “Shared Multi-Site Contracts,”) it being understood that no additional consideration will be owing by Buyer to Sellers in respect of such allocation of the Shared Multi-Site Contracts. (b) With respect to each such Shared Multi-Site Contract, (i) the Parties shall cooperate with each other and each Multi-Site Contract counterparty in such allocation and (ii) the Parties shall use their Commercially Reasonable Efforts to split the Shared Multi-Site Contract on terms reasonably acceptable to the Parties, but the Parties acknowledge that the portion of such Contracts allocated to Buyer may not include any group discounts or similar benefits specific to Sellers or their Affiliates. Completion of documentation of any such allocation is not a condition to Closing; provided, however, that with respect to each such Shared Multi-Site Contract which is not split prior to Closing pursuant to subsection (ii) of this Section 2.14(b), the Parties shall cooperate to the extent feasible in effecting a lawful and commercially reasonable arrangement under which Buyer shall receive the allocable benefits thereunder from and after Closing, and to the extent of the allocable benefits received, Buyer shall pay and perform Sellers’ obligations arising thereunder from and after Closing in accordance with its terms, until new documentation effecting the allocation described in this Section 2.14 is executed and delivered. Buyer shall indemnify and hold harmless Sellers for any Damages associated with the performance of Buyer for the portion allocated to Buyer, and Sellers shall indemnify and hold harmless Buyer for any Damages associated with the performance of Sellers for the portion allocated to Sellers. (c) In the event that the terms of any Shared Multi-Site Contract prohibits the allocation contemplated by this Section 2.14, the Parties shall use Commercially Reasonable Efforts to provide the benefits and obligations of the portion of the Shared Multi-Site Contract that would have been allocated to Buyer but for any such prohibition.