Common use of Shared Agreements Clause in Contracts

Shared Agreements. (a) The parties acknowledge and understand that (i) all Rockwell Science Center Shared Agreements that relate to the Rockwell Automation Business and (ii) all Rockwell Coll▇▇▇ ▇▇▇red Agreements shall constitute Rockwell Automation Assets, except that, with respect to Shared Agreements relating to Unrelated Former Businesses, Rockwell Coll▇▇▇ ▇▇▇l have the rights described in paragraph (c)(i) of the definition of "Rockwell Coll▇▇▇ ▇▇▇ets" and Rockwell Science Center will have the rights described in paragraph (c)(i) of the definition of "Rockwell Science Center Assets". All Rockwell Science Center Shared Agreements that do not relate to the Rockwell Automation Business will constitute (i) Rockwell Coll▇▇▇ ▇▇▇ets if they relate primarily to the Rockwell Coll▇▇▇ ▇▇▇iness and (ii) Rockwell Science Center Assets if they relate primarily to the Rockwell Science Center Business. No member of any Group will extend or amend any Shared Agreement after the Time of Distribution unless it is the owner of the Shared Agreement. (b) The parties agree as follows with respect to Strategic Sourcing Agreements: (i) For so long as any member of the Rockwell Automation Group derives any benefit under any Strategic Sourcing Agreement following the Time of Distribution (including the ability to continue to make purchases on the terms set forth in the Strategic Sourcing Agreement) as a result of purchases by members of the Rockwell Coll▇▇▇ Group or the Rockwell Science Center Group, as the case may be, then Rockwell Coll▇▇▇ ▇▇ Rockwell Science Center, as the case may be, will use reasonable best efforts to, and will cause the other members of the Rockwell Coll▇▇▇ ▇▇▇up or the Rockwell Science Center Group, as the case may be, to use reasonable best efforts to, continue to make purchases under such Strategic Sourcing Agreement in accordance with the terms thereof. (ii) Each party will use its reasonable best efforts to obtain, or cause to be obtained, any required consents of third parties to Strategic Sourcing Agreements to allow members of any Group to make purchases under Strategic Sourcing Agreements on the terms and conditions of such Strategic Sourcing Agreements existing as of the Time of Distribution. (iii) If Rockwell receives any rebate from a third party to a Strategic Sourcing Agreement after the Time of Distribution, Rockwell will promptly pay to each of Rockwell Coll▇▇▇ ▇▇▇ Rock▇▇▇▇ Science Center its proportionate share of such rebate, if any, as reasonably determined by Rockwell (after deducting Rockwell's out-of-pocket

Shared Agreements. (a) The parties acknowledge and understand that (i) all Rockwell Science Center Shared Agreements that relate to the Rockwell Automation Business and (ii) all Rockwell Coll▇▇▇ ▇▇▇red Agreements shall constitute Rockwell Automation Assets, except that, with respect to Shared Agreements relating to Unrelated Former Businesses, Rockwell Coll▇▇▇ ▇▇▇l have the rights described in paragraph (c)(i) of the definition of "Rockwell Coll▇▇▇ ▇▇▇ets" and Rockwell Science Center will have the rights described in paragraph (c)(i) of the definition of "Rockwell Science Center Assets". All Rockwell Science Center Shared Agreements that do not relate to the Rockwell Automation Business will constitute (i) Rockwell Coll▇▇▇ ▇▇▇ets if they relate primarily to the Rockwell Coll▇▇▇ ▇▇▇iness and (ii) Rockwell Science Center Assets if they relate primarily to the Rockwell Science Center Business. No member of any Group will extend or amend any Shared Agreement after the Time of Distribution unless it is the owner of the Shared Agreement. (b) The parties agree as follows with respect to Strategic Sourcing Agreements: (i) For so long as any member of the Rockwell Automation Group derives any benefit under any Strategic Sourcing Agreement following the Time of Distribution (including the ability to continue to make purchases on the terms set forth in the Strategic Sourcing Agreement) as a result of purchases by members of the Rockwell Coll▇▇▇ Group ▇▇▇up or the Rockwell Science Center Group, as the case may be, then Rockwell Coll▇▇▇ ▇▇ Rockwell Science Center, as the case may be, will use reasonable best efforts to, and will cause the other members of the Rockwell Coll▇▇▇ ▇▇▇up or the Rockwell Science Center Group, as the case may be, to use reasonable best efforts to, continue to make purchases under such Strategic Sourcing Agreement in accordance with the terms thereof. (ii) Each party will use its reasonable best efforts to obtain, or cause to be obtained, any required consents of third parties to Strategic Sourcing Agreements to allow members of any Group to make purchases under Strategic Sourcing Agreements on the terms and conditions of such Strategic Sourcing Agreements existing as of the Time of Distribution. (iii) If Rockwell receives any rebate from a third party to a Strategic Sourcing Agreement after the Time of Distribution, Rockwell will promptly pay to each of Rockwell Coll▇▇▇ ▇▇▇ Rock▇▇▇▇ Science Center its proportionate share of such rebate, if any, as reasonably determined by Rockwell (after deducting Rockwell's out-of-pocket