Shared Contracts Clause Samples
The Shared Contracts clause establishes the terms under which multiple parties jointly enter into and are bound by a single contract. In practice, this clause outlines how responsibilities, rights, and obligations are distributed among the parties, and may specify procedures for decision-making, liability sharing, or dispute resolution. Its core function is to ensure clarity and coordination among all involved parties, reducing the risk of misunderstandings and facilitating effective collaboration under a unified agreement.
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Shared Contracts. (a) The Parties intend that all Contracts that would be deemed Shared Contracts as of the Effective Time, or portions thereof, will have been separated or assigned to a member of the Holcim Group or the SpinCo Group, as applicable, prior to the Distribution. To the extent not completed prior to the Distribution, the Parties shall, following the Distribution, use their commercially reasonable efforts to separate any Shared Contracts into separate Contracts between the appropriate Third Party and either (i) SpinCo or a member of the SpinCo Group or (ii) Holcim or a member of the Holcim Group, including, but not limited to, by: (x) entering into new Contracts, (y) assigning (in whole or in part) existing Shared Contracts and (z) cooperating to obtain any Consents or Governmental Approvals to the extent required to effectuate the foregoing.
(b) Notwithstanding anything in this Agreement to the contrary, in the event any Shared Contract is unable to be separated in accordance with Section 2.8(a), the Parties shall, and/or shall cause the applicable members of its Group party to such Shared Contract to, use commercially reasonable efforts to: (i) seek mutually acceptable alternative arrangements for purposes of allocating rights and Liabilities and obligations under such Shared Contract in accordance with the relative proportions of total benefit to be received over the remaining term of the Shared Contract as of the Effective Time (provided that such arrangements shall not result in a breach or violation of such Shared Contract) and (ii) enforce for the benefit of the other Party (or the applicable member of the other Party’s Group) any and all rights under such Shared Contract related to such other Party’s Business, with such other Party bearing the reasonable and documented out-of-pocket costs and expenses of such enforcement to the extent related to the rights being enforced for the benefit of such other Party, provided that Party (or relevant member of its Group) retaining any Shared Contract shall be indemnified for all Indemnifiable Losses or other Liabilities arising out of any actions (or omissions to act) of such retaining Party taken at the direction of the other Party (or relevant member of its Group) in connection with and relating to such Shared Contract, as the case may be (other than in the event of its gross negligence, fraud or willful misconduct).
(c) Each of Holcim and SpinCo shall, and shall cause the members of their respective Group to, (i...
Shared Contracts. Seller, on the one hand, and Buyer, on the other hand, shall, and shall cause their respective controlled Affiliates to, cooperate and shall use their reasonable best efforts to cause the Contracts set forth in Schedule 5.05(a) (collectively, the “Designated Shared Contracts”) to be replaced with separate contract rights and obligations (the “Replacement Contracts”) that provide Buyer or any Purchased Company with contract rights and obligations (including as to pricing metrics) under the Designated Shared Contracts that are substantially similar to those contract rights and obligations (including as to pricing metrics) utilized by Seller in the conduct of the Business prior to the Closing. Buyer and Seller shall each bear one-half (1/2) of the costs and expenses associated with first obtaining and/or entering into any Replacement Contract (e.g., transfer fees, deposits, etc.); provided, however, that neither Buyer nor Seller shall be required to incur any further Liabilities or provide any financial accommodation in connection therewith or in connection with its obligations pursuant to Backstop Designated Shared Contracts pursuant to this Section 5.05; provided, further, that Buyer shall be responsible for all ongoing (i.e., going forward, including payments due at the time of first obtaining and/or entering into any Replacement Contract intended to cover Buyer’s and its Subsidiaries’ going forward costs) costs or fees required to be paid under a Replacement Contract or Backstop Designated Shared Contract or any alternative arrangements entered into pursuant to this Section 5.05. Buyer and Seller shall cooperate and provide each other with reasonable assistance in effecting such separation of the Designated Shared Contracts prior to the Closing and for a period of one hundred eighty (180) days following the Closing. In addition, Seller shall, and shall cause its controlled Affiliates to, for a period of one hundred eighty days (180) use their reasonable best efforts to cause any Contract with Coca-Cola Foodservice or its Affiliates to be replaced with a Replacement Contract that provides Buyer or any Purchased Company with contract rights and obligations (including as to pricing metrics) that are substantially similar to those contract rights and obligations (including as to pricing metrics) set forth in the term sheet regarding such arrangement provided to Buyer prior to the date hereof, or such other terms as are reasonably requested by Buyer. If Buyer ...
Shared Contracts. The parties agree as follows:
(a) At the written request of WhiteWave, ▇▇▇▇ Foods shall, and shall cause the other ▇▇▇▇ Foods Group Members to, to the extent not prohibited by the applicable ▇▇▇▇ Foods Shared Contract and applicable Law and except where the benefits or rights under such ▇▇▇▇ Foods Shared Contracts are specifically provided pursuant to an Ancillary Document, make available to applicable WhiteWave Group Members benefits and rights that are substantially equivalent to the benefits and rights enjoyed by the ▇▇▇▇ Foods Group under each ▇▇▇▇ Foods Shared Contract for which such request is made by WhiteWave, to the extent such benefits relate to the WhiteWave Business; provided, however, that the applicable WhiteWave Group Members shall assume and discharge (or promptly reimburse ▇▇▇▇ Foods for) the Liabilities under the relevant ▇▇▇▇ Foods Shared Contracts associated with the benefits and rights so made available to them.
(b) At the written request of ▇▇▇▇ Foods, WhiteWave shall, and shall cause the other WhiteWave Group Members to, to the extent not prohibited by the applicable WhiteWave Shared Contract and applicable Law and except where the benefits or rights under such WhiteWave Shared Contracts are specifically provided pursuant to an Ancillary Document, make available to ▇▇▇▇ Foods Group Members the benefits and rights under the WhiteWave Shared Contracts that are substantially equivalent to the benefits and rights enjoyed by the WhiteWave Group under each WhiteWave Shared Contract for which such request is made by ▇▇▇▇ Foods, to the extent such benefits relate to the ▇▇▇▇ Foods Business; provided, however, that the applicable ▇▇▇▇ Foods Group Members shall assume and discharge (or promptly reimburse WhiteWave for) the Liabilities under the relevant WhiteWave Shared Contracts associated with the benefits and rights so made available to them.
(c) The parties shall, and shall cause their respective Subsidiaries to, use their respective reasonable best efforts to work together (and, if necessary and desirable, to work with the third party to each Shared Contract) in an effort to divide, partially assign, modify and/or replicate (in whole or in part) the respective rights and obligations under and in respect of any Shared Contract, such that (i) a WhiteWave Group Member is the beneficiary of the rights and is responsible for the obligations related to that portion of such Shared Contract relating to the WhiteWave Business, which rights shall b...
Shared Contracts. (a) The Parties shall, and shall cause the members of their respective Groups to, use their respective commercially reasonable efforts to work together (and, if necessary and desirable, from the date of this Agreement until the earlier of two years after the Closing Date and such time as the formal division, partial assignment, modification or replication of such Shared Contract is effected, to work with the third party to such Shared Contract) in an effort to divide, partially assign, modify or replicate (in whole or in part) the respective rights and obligations under and in respect of any Shared Contract, such that (i) a member of the Revelyst Group is the beneficiary of the rights and is responsible for the obligations related to that portion of such Shared Contract relating to the Revelyst Business (the “Revelyst Portion”), which rights shall be a Revelyst Asset and which obligations shall be a Revelyst Liability, and (ii) a member of the Vista Outdoor Group is the beneficiary of the rights and is responsible for the obligations related to such Shared Contract not relating to the Revelyst Business (the “Vista Outdoor Portion”), which rights shall be a Vista Outdoor Asset and which obligations shall be a Vista Outdoor Liability. Nothing in this Agreement shall require the division, partial assignment, modification or replication of a Shared Contract unless and until any necessary Consents are obtained or made, as applicable. If the Parties, or their respective Group members, as applicable, are not able to enter into an arrangement to formally divide, partially assign, modify or replicate such Shared Contract prior to the Closing as contemplated by the previous sentence, then the Parties shall, and shall cause their respective Group members to, cooperate in any reasonable and permissible arrangement to provide that, following the Closing and until the earlier of two years after the Closing Date and such time as the formal division, partial assignment, modification or replication of such Shared Contract as contemplated by the previous sentence is effected, a member of the Revelyst Group shall receive the interest in the benefits and obligations of the Revelyst Portion under such Shared Contract and a member of the Vista Outdoor Group shall receive the interest in the benefits and obligations of the Vista Outdoor Portion under such Shared Contract, it being understood that no Party shall have Liability to the other Party for the failure of any third party...
Shared Contracts. The parties agree as follows:
(a) At the written request of WPX, WMB will, and will cause other members of the WMB Group to, to the extent permitted by the applicable WMB Shared Contract and applicable law, make available to WPX or applicable members of the WPX Group the benefits and rights under the WMB Shared Contracts (except where the benefits or rights under such WMB Shared Contracts are specifically provided pursuant to an Ancillary Agreement) which are substantially equivalent to the benefits and rights enjoyed by the WMB Group under each WMB Shared Contract for which such request is made by WPX, to the extent such benefits relate to the WPX Business; provided, however, that the applicable members of the WPX Group will assume and discharge (or promptly reimburse WMB for) the obligations and liabilities under the relevant WMB Shared Contracts associated with the benefits and rights so made available to them.
(b) At the written request of WMB, WPX will, and will cause other members of the WPX Group to, to the extent permitted by the applicable WPX Shared Contract and applicable law, make available to WMB or applicable members of the WMB Group the benefits and rights under the WPX Shared Contracts (except where the benefits or rights under such WPX Shared Contracts are specifically provided pursuant to an Ancillary Agreement) which are substantially equivalent to the benefits and rights enjoyed by the WPX Group under each WPX Shared Contract for which such request is made by WMB, to the extent such benefits relate to the WMB Business; provided, however, that the applicable members of the WMB Group will assume and discharge (or promptly reimburse WPX for) the obligations and liabilities under the relevant WPX Shared Contracts associated with the benefits and rights so made available to them.
(c) The parties’ rights and obligations pursuant to this Section 2.5 will terminate upon the earliest to occur of (i) the Distribution Date, (ii) the termination of WMB’s obligation to effect the Distribution pursuant to Section 9.1, and (iii) with respect to any WMB Shared Contract or WPX Shared Contract in particular, such time that the arrangement pursuant to this Section 2.5 is no longer permitted thereunder.
Shared Contracts. The Parties shall, and shall cause the members of their respective Groups to, use their respective reasonable best efforts to work together (and, if necessary and desirable, to work with the third party to such Shared Contract) in an effort to divide, partially assign, modify and/or replicate (in whole or in part) the respective rights and obligations under and in respect of any Shared Contract, such that (a) NBI is the beneficiary of the rights and is responsible for the obligations related to that portion of such Shared Contract relating to the NBI Business (the “NBI Portion”), which rights shall be a NBI Asset and which obligations shall be a NBI Liability and (b) a member of the Neurotrope Group is the beneficiary of the rights and is responsible for the obligations related to such Shared Contract not relating to the NBI Business (the “Neurotrope Portion”), which rights shall be a Neurotrope Asset and which obligations shall be a Neurotrope Liability. If the Parties, or their respective Group members, as applicable, are not able to enter into an arrangement to formally divide, partially assign, modify and/or replicate such Shared Contract prior to the Distribution as contemplated by the previous sentence, then the Parties shall, and shall cause their respective Group members to, cooperate in any lawful arrangement to provide that, following the Distribution and until the earlier of five years after the Distribution Date and such time as the formal division, partial assignment, modification and/or replication of such Shared Contract as contemplated by the previous sentence is effected, NBI shall receive the interest in the benefits and obligations of the NBI Portion under such Shared Contract and a member of the Neurotrope Group shall receive the interest in the benefits and obligations of the Neurotrope Portion under such Shared Contract.
Shared Contracts. (i) Buyer acknowledges that certain contracts, understandings or agreements to which Seller or one or more of its Subsidiaries is party contain terms that are relevant to, are for the benefit of and/or impose obligations on Seller and its Subsidiaries with respect to both the Business and one or more of Seller’s Other Businesses (such contracts, understandings and arrangements being collectively referred to herein as “Shared Contracts”). Buyer acknowledges and agrees that such Shared Contracts shall be addressed by the parties as set forth in this Section 8T.
(ii) Section 8T(ii) of the Seller Disclosure Letter (as amended after the date hereof with the agreement of Buyer and Seller) sets forth certain material Shared Contracts under which, except as set forth in the Ancillary Agreements, Buyer, the members of the Paper Group (and their Subsidiaries) and the Business shall cease to have any rights or obligations from and after the Closing. Seller acknowledges and agrees that, from and after the Closing, it and its Subsidiaries shall be solely responsible for performance of the Shared Contracts set forth on Section 8T(ii) of the Seller Disclosure Letter and Buyer acknowledges and agrees that neither it nor any of its Affiliates (including any member of the Paper Group or any other Affiliate that owns assets of the Business) shall have any rights or obligations under any of the Shared Contracts except as set forth in the Ancillary Agreements.
(iii) Section 8T(iii) of the Seller Disclosure Letter (as amended after the date hereof with the agreement of Buyer and Seller) sets forth certain material Shared Contracts under which both the Business and Seller’s Other Businesses perform obligations, have liabilities and/or receive benefits (the “Ongoing Shared Contracts”). With respect to each Ongoing Shared Contract, from and after the date hereof until expiration or termination of such Ongoing Shared Contract, each of Seller and Buyer shall, at the request of the other, cooperate with each other to schedule discussions and participate in negotiations with the counterparty to, or obligor or obligee under, each such Ongoing Shared Contract regarding a split of such Ongoing Shared Contract that, as nearly as practicable, approximates the rights and obligations of the Business and Seller’s Other Businesses with respect to such Ongoing Shared Contract during the term of the Ongoing Shared Contract prior to such split; provided that in no event shall either Seller or Buy...
Shared Contracts. The Parties will use their reasonable best efforts (and each Party shall cooperate with the other Party) to separate the Shared Contracts into separate Contracts effective as of the Distribution so that from and after the Distribution, Spinco will have the sole benefit and Liabilities with respect to each Shared Contract to the extent related to the Spinco Business and the Harbor Group will have the sole benefit and Liabilities with respect to each Shared Contract to the extent not related to the Spinco Business. Upon such separation of a Shared Contract, the separated Contract that is related to the Spinco Business will be a Spinco Asset and the other separated Contract will be an Excluded Asset. The obligations to separate any Shared Contracts set forth in this Section 2.5 will terminate on the date that is twenty-four (24) months following the Distribution Date. If any Shared Contract is not separated prior to the Distribution Date, then such Shared Contract shall be governed under Section 2.2, including the Parties agreeing to use reasonable best efforts (and each Party agreeing to cooperate with the other Party) to establish arrangements at no charge to Spinco under which the party which is a party to such Shared Contract will use reasonable best efforts to perform its obligations and exercise its rights thereunder to enable each Group to continue to receive the benefits and assume the obligations, in each case, that it received or assumed prior to the Distribution Date, until such Shared Contract expires in accordance with its terms. Harbor and Spinco shall share equally any and all third party fees and out-of-pocket expenses (including attorneys’ and other third party fees) that may be reasonably required in connection with obtaining, whether before or after the Distribution, any such separation of a Shared Contract. Harbor will use its reasonable best efforts to deliver a list of the Shared Contracts to Voyager as soon as practicable after the date hereof and in any event within thirty (30) days after the date hereof. No member of either Group will amend, renew, extend or otherwise modify any Shared Contract without the consent of the applicable member of the other Group to the extent such amendment, renewal, extension or modification would adversely affect or impose any material obligations on any member of such other Group.
Shared Contracts. (a) Notwithstanding anything to the contrary herein, Shared Contracts and any rights or obligations thereunder shall not be deemed to be Business Assets or Assets of the Company. Each Seller shall use commercially reasonable efforts to cause the Shared Contracts set forth on Section 5.08 of the Disclosure Schedule (“Mirrored Shared Contracts”) to be replaced with separate Contracts that provide that the Company shall receive such rights and obligations under a replacement Contract as are substantially similar to those Contract rights and obligations utilized in the Business. The Parties shall cooperate and provide each other with reasonable assistance in effecting such separation of such Mirrored Shared Contracts prior to the Closing and for a period of three months following the Closing.
(b) The Sellers shall be responsible for any additional costs or fees arising from and under a replacement Contract or in connection with the separation of a Mirrored Shared Contract, if any, or in connection with any arrangement described in this Section 5.08. If the Parties are not able to effect the separation of a Mirrored Shared Contract prior to the Closing, then, until any such Mirrored Shared Contract is separated, to the extent permissible under Law and under the terms of such Mirrored Shared Contract, each of the Parties shall (i) assume and perform the Liabilities and obligations under such Mirrored Shared Contract relating to its respective business or that of its Affiliates (and shall promptly reimburse the other Party for any expenses relating thereto incurred by either other Party or its Affiliates), allocated in accordance with Section 5.08(c), (ii) hold in trust for the benefit of the other Parties, and shall promptly forward to the other Parties, any monies or other benefits received pursuant to such Mirrored Shared Contract relating to the respective businesses of the other Parties (or their respective Affiliates) and (iii) endeavor to institute alternative arrangements intended to put the Parties in substantially the same economic position as if such Mirrored Shared Contract were separated; provided, however, that, if the Parties are not able to effect the separation of any Mirrored Shared Contract within three months after the Closing, then the Bally Entities shall have no further obligation to Purchaser or its Affiliates with respect thereto and may freely terminate such Mirrored Shared Contract; and provided, further, that any amounts owed by one Pa...
Shared Contracts. With respect to the Shared Contracts, the Seller, the Purchaser and their respective Affiliates shall be entitled to continue to derive benefits, and required to assume any obligations and economic burdens attributable to such benefits, following the Closing in accordance with the terms of this Section 4.12. From the date hereof until the date that is twelve (12) months after the Closing Date, the Parties and their Affiliates shall use their Commercially Reasonable Efforts to enter into or to grant, and to cause each third party counterparty to a Shared Contract to enter into or to grant, any such new agreements or consents as are reasonably necessary to permit the Seller and its Affiliates or the Purchaser and its Affiliates (including the Transferred Entities) to derive such benefits, and assume such obligations and economic burdens, on an independent basis following the Closing; provided, that, none of the Seller, the Purchaser or any of their respective Affiliates shall be required to offer or grant any financial or nonfinancial accommodation in connection therewith that the granting Party in its reasonable judgement determines would be material. If, on the Closing Date, any such third party agreement or consent is not obtained, the Seller and the Purchaser shall cooperate in a mutually acceptable arrangement under which the Seller and its Affiliates or the Purchaser and its Affiliates (including the Transferred Entities) would, in compliance with Law, obtain the appropriate benefits and assume the related obligations and bear the related economic burdens in respect of such Shared Contracts, including by means of subcontracting, sublicensing or subleasing arrangements, or enforcement by the party to such Shared Contract for the benefit (and at the expense) of the other Party or any of its Affiliates (as applicable) that is an intended beneficiary thereof pursuant to this Section 4.12.