Common use of Shared Contracts Clause in Contracts

Shared Contracts. (a) With respect to Shared Contractual Liabilities pursuant to, under or relating to a given Shared Contract, such Shared Contractual Liabilities shall be allocated, unless otherwise allocated pursuant to this Agreement or an Ancillary Agreement, between the Parties as follows: (i) first, if a Liability is incurred exclusively in respect of a benefit received by one Party or its Group, the Party or Group receiving such benefit shall be responsible for such Liability; (ii) second, if a Liability cannot be exclusively allocated to one Party or its Group under clause (i) above, such Liability shall be allocated among both Parties and their respective Groups based on the relative proportions of total benefit received (over the term of the Shared Contract, measured as of the date of allocation) under the relevant Shared Contract. Notwithstanding the foregoing, each Party and its Group shall be responsible for any or all Liabilities arising out of or resulting from such Party’s or Group’s breach of the relevant Shared Contract. (b) Except as otherwise expressly contemplated in this Agreement or an Ancillary Agreement, if Dover or any member of the Dover Group, on the one hand, or Apergy or any member of the Apergy Group, on the other hand, receives any benefit or payment under any Shared Contract which was intended for the other Party or its Group, Dover, on the one hand, or Apergy, on the other hand, will use its respective commercially reasonable efforts, or will cause any member of its Group to use its commercially reasonable efforts, to deliver, transfer or otherwise afford such benefit or payment to the other Party. (c) Notwithstanding anything to the contrary herein, the Parties have determined that it is advisable that certain Shared Contracts, or portions thereof, will be separated or assigned to a member of the Dover Group or Apergy Group, as applicable. The Parties shall use their commercially reasonable efforts to separate the Shared Contracts which are identified on Schedule 2.9(c)(i) into separate Contracts between the appropriate Third Party and either Apergy or a member of the Apergy Group or Dover or a member of the Dover Group. Dover or a member of the Dover Group will use commercially reasonable efforts to assign the rights and obligations, but only to the extent relating to the Apergy Business, under the Shared Contracts which are identified on Schedule 2.9(c)(ii) to Apergy or a member of the Apergy Group. The Parties agree to cooperate and provide reasonable assistance prior to the Effective Time and for a period of six months following the Effective Time (with no obligation on the part of either Party to pay any costs or fees with respect to such assistance) in effecting the separation or assignment of such Shared Contracts as described above.

Shared Contracts. (a) With respect to Shared Contractual Liabilities pursuant 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 or replicate (in whole or in part) the respective rights and obligations under or relating to a given and in respect of any Shared Contract, such that (a) a member of the Kenvue Group is the beneficiary of the rights and is responsible for the obligations related to that portion of such Shared Contractual Liabilities Contract relating to the Kenvue Business (the “Kenvue Portion”), which rights shall be allocated, unless otherwise allocated pursuant to this Agreement or an Ancillary Agreement, between the Parties as follows: (i) first, if a Liability is incurred exclusively in respect of a benefit received by one Party or its Group, the Party or Group receiving such benefit Kenvue Asset and which obligations shall be responsible for such a Kenvue Liability; (ii) second, if a Liability cannot be exclusively allocated to one Party or its Group under clause (i) above, such Liability shall be allocated among both Parties and their respective Groups based on the relative proportions of total benefit received (over the term of the Shared Contract, measured as of the date of allocation) under the relevant Shared Contract. Notwithstanding the foregoing, each Party and its Group shall be responsible for any or all Liabilities arising out of or resulting from such Party’s or Group’s breach of the relevant Shared Contract. (b) Except a member of the J&J Group is the beneficiary of the rights and is responsible for the obligations related to such Shared Contract not relating to the Kenvue Business (the “J&J Portion”), which rights shall be a J&J Asset and which obligations shall be a J&J Liability. If the Parties, or their respective Group members, as otherwise expressly applicable, are not able to enter into an arrangement to formally divide, partially assign, modify or replicate such Shared Contract on or prior to the Separation Date as contemplated by the previous sentence, then the Parties shall, and shall cause their respective Group members to, reasonably cooperate in any lawful arrangement to provide that, following the Separation Closing and until the earlier of five years after the Separation 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 Kenvue Group shall receive the interest in the benefits and obligations of the Kenvue Portion under such Shared Contract and a member of the J&J Group shall receive the interest in the benefits and obligations of the J&J Portion under such Shared Contract; provided, that if, following such five-year period, any such Shared Contract remains in effect and the formal division, partial assignment, modification or replication of such Shared Contract as contemplated by the previous sentence has not yet been effected, the Parties shall discuss in good faith extending any such lawful arrangement then in place. Nothing in this Agreement Section 2.04 shall require (x) the division, partial assignment, modification or an Ancillary Agreementreplication of a Shared Contract unless and until any necessary Consents are obtained or made, if Dover as applicable, or (y) unless otherwise agreed by the Parties, either Party or any member of their respective Groups to pay or grant any consideration or concession in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person (other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which, if incurred following the Dover GroupSeparation Closing, on the one hand, or Apergy or any member shall be borne by Kenvue (and Kenvue shall promptly reimburse members of the Apergy Group, on the other hand, receives J&J Group upon request for any benefit or payment under any Shared Contract which was intended for the other Party or its Group, Dover, on the one hand, or Apergy, on the other hand, will use its respective commercially reasonable efforts, or will cause any member of its Group to use its commercially reasonable efforts, to deliver, transfer or otherwise afford such benefit or payment to the other Party. (c) Notwithstanding anything to the contrary herein, the Parties have determined that it is advisable that certain Shared Contracts, or portions thereof, will be separated or assigned to a member of the Dover Group or Apergy Group, as applicable. The Parties shall use their commercially reasonable efforts to separate the Shared Contracts which are identified on Schedule 2.9(c)(i) into separate Contracts between the appropriate Third Party and either Apergy or a member of the Apergy Group or Dover or a member of the Dover Group. Dover or a member of the Dover Group will use commercially reasonable efforts to assign the rights and obligations, but only to the extent relating to the Apergy Business, under the Shared Contracts which are identified on Schedule 2.9(c)(ii) to Apergy or a member of the Apergy Group. The Parties agree to cooperate and provide reasonable assistance prior to the Effective Time and for a period of six months following the Effective Time (with no obligation on the part of either Party to pay any costs expenses or fees with respect to such assistance) in effecting the separation or assignment of such Shared Contracts as described aboveincurred thereby)).

Shared Contracts. (a) With respect to Shared Contractual Liabilities pursuant Except as set forth on Schedule XIII, 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 or replicate (in whole or in part) the respective rights and obligations under or relating to a given and in respect of any Shared Contract, such that (a) a member of the SpinCo Group is the beneficiary of the rights and is responsible for the obligations related to that portion of such Shared Contractual Liabilities Contract relating to the SpinCo Business (the “SpinCo Portion”), which rights shall be allocateda SpinCo Asset and which obligations shall be a SpinCo Liability, unless otherwise allocated pursuant and (b) a member of the Honeywell Group is the beneficiary of the rights and is responsible for the obligations related to such Shared Contract not relating to the SpinCo Business (the “Honeywell Portion”), which rights shall be a Honeywell Asset and which obligations shall be a Honeywell 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 Ancillary Agreementarrangement to formally divide, between partially assign, modify or replicate such Shared Contract prior to the Distribution as contemplated by the previous sentence, then the Parties as follows: (i) firstshall, if a Liability is incurred exclusively in respect of a benefit received by one Party or its Group, the Party or Group receiving such benefit and shall be responsible for such Liability; (ii) second, if a Liability cannot be exclusively allocated to one Party or its Group under clause (i) above, such Liability shall be allocated among both Parties and cause their respective Groups based on Group members to, cooperate in any reasonable and permissible arrangement to provide that, following the relative proportions Distribution and until the earlier of total benefit received (over one year after the term Distribution 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 SpinCo Group shall receive the interest in the benefits and obligations of the SpinCo Portion under such Shared Contract and a member of the Honeywell Group shall receive the interest in the benefits and obligations of the Honeywell Portion under such Shared Contract, measured as it being understood that no Party shall have Liability to the other Party for the failure of the date of allocation) any third party to perform its obligations under the relevant Shared Contract. Notwithstanding the foregoing, each Party and its Group shall be responsible for any or all Liabilities arising out of or resulting from such Party’s or Group’s breach of the relevant Shared Contract. (b) Except as otherwise expressly contemplated Nothing in this Agreement or an Ancillary Agreement, if Dover Section 2.05 shall require either Party or any member of their respective Groups to contribute capital, pay or grant any consideration or concession in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person (other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be reimbursed by the Dover Group, on Party or the one hand, or Apergy or any member of the Apergy Group, on the other hand, receives any benefit Party’s Group entitled to such Asset or payment under any Shared Contract which was intended for the other Party or its Group, Dover, on the one hand, or Apergy, on the other hand, will use its respective commercially reasonable efforts, or will cause any member of its Group to use its commercially reasonable efforts, to deliver, transfer or otherwise afford assume such benefit or payment to the other Party. (c) Notwithstanding anything to the contrary herein, the Parties have determined that it is advisable that certain Shared Contracts, or portions thereof, will be separated or assigned to a member of the Dover Group or Apergy GroupLiability, as applicable, as promptly as reasonably practicable). The Parties For avoidance of doubt, reasonable out-of-pocket expenses, and recording or similar fees shall use their commercially reasonable efforts not include any purchase price, license fee or other payment or compensation for the procurement of any asset secured to separate replace an Asset in the Shared Contracts which are identified on Schedule 2.9(c)(i) into separate Contracts between the appropriate Third Party and either Apergy or course of a member of the Apergy Group or Dover or a member of the Dover Group. Dover or a member of the Dover Group will use commercially reasonable efforts to assign the rights and obligations, but only to the extent relating to the Apergy Business, Party’s obligation under the Shared Contracts which are identified on Schedule 2.9(c)(ii) to Apergy or a member of the Apergy Group. The Parties agree to cooperate and provide reasonable assistance prior to the Effective Time and for a period of six months following the Effective Time (with no obligation on the part of either Party to pay any costs or fees with respect to such assistance) in effecting the separation or assignment of such Shared Contracts as described aboveSection 2.05(a).

Shared Contracts. (a) Except as otherwise agreed by Sellers and Buyer or as otherwise expressly provided in this Agreement or the Ancillary Agreements (including with respect to any Contract identified by Buyer and Sellers as reasonably necessary for Buyer to continue operation of the Business upon termination of any service provided under the Transition Services Agreement), until the expiration or termination date of the applicable Shared Contract (assuming, for these purposes, that the then-current term in effect as of immediately prior to the Closing is not renewed or extended), the Parties shall (and shall cause their Affiliates to) use commercially reasonable efforts to obtain or structure an arrangement for Buyer to receive the rights and benefits, and bear the obligations and burdens, of the portion of such Shared Contract that relates to and is allocated to the Business, as reasonably agreed by the Parties, and is reasonably necessary for Buyer to continue operation of the Business upon termination of any service provided under the Transition Services Agreement, in each case, as reasonably agreed by the Parties; provided, that Sellers and their respective Affiliates shall not be required to take any action that would, in the good-faith judgment of Sellers, constitute a breach or other contravention of the rights of any Person(s), be ineffective under, or contravene, applicable Law or any such Shared Contract or adversely affect the contractual rights of Sellers or any of their respective Affiliates. Buyer shall indemnify and hold harmless Sellers and their respective Affiliates for and against all Liabilities (including Tax Liabilities) arising out of or relating to each such arrangement. With respect to Shared Contractual Liabilities any Liability pursuant to, under or relating to a given any Shared Contract, such Shared Contractual Liabilities Liability shall be allocated, unless otherwise allocated pursuant to this Agreement or an Ancillary Agreement, between the Parties applicable Seller, on the one hand, and Buyer, on the other hand, as follows: : (i) first, if a Liability is incurred exclusively solely in respect of a benefit received by one Party the Business or its Groupthe other businesses of such Seller, the Party or Group receiving such benefit Liability shall be responsible for allocated to Buyer (to the extent it would otherwise constitute an Assumed Liability) or such Seller (to the extent it would otherwise constitute an Excluded Liability; ), and (ii) second, if a Liability cannot be exclusively so allocated to one Party or its Group under clause (i) above), such Liability shall be allocated among both Parties and their respective Groups to such applicable Seller or Buyer, as the case may be, based on the relative proportions proportion of total benefit received by the Business (over taking into account the term extent to which such Liability would otherwise constitute an Assumed Liability or an Excluded Liability hereunder) and the other businesses of the Shared Contract, measured as of the date of allocation) such Seller under the relevant Shared Contract, as reasonably determined by the Parties consistent with this Agreement. Notwithstanding the foregoing, each Party of Sellers and its Group Buyer shall be responsible for any or all Liabilities arising out of from its (or resulting from such Party’s its Affiliates’) direct or Group’s indirect breach of any Shared Contract; provided, that neither Party shall be responsible for any Liabilities that arise from taking any action at the relevant request of the other Party even if such action constitutes a direct or indirect breach of any Shared Contract. (b) Except as otherwise expressly contemplated Nothing in this Agreement or an Ancillary Agreement, if Dover or Section 6.13 shall be construed so as to require any member of the Dover GroupParties or their respective Affiliates to pay money to any Third Party, on commence any litigation or offer or grant any accommodation (financial or otherwise) to any Third Party in connection with the one handseparation or transfer of, or Apergy or any member of the Apergy Groupotherwise in respect of, on the other hand, receives any benefit or payment under any Shared Contract which was intended Contract. For the avoidance of doubt, neither Sellers nor Buyer shall be required to provide credit support for the other Party or its Group, Dover, on the one hand, or Apergy, on the other hand, will use its respective commercially reasonable efforts, or will cause any member in respect of its Group to use its commercially reasonable efforts, to deliver, transfer or otherwise afford such benefit or payment to the other Party’s portion of a Shared Contract. (c) Notwithstanding anything to the contrary herein, the Parties have determined that it is advisable that certain Shared Contracts, or portions thereof, will be separated or assigned to a member of the Dover Group or Apergy Group, as applicable. The Parties shall use their commercially reasonable efforts to separate the Shared Contracts which are identified on Schedule 2.9(c)(i) into separate Contracts between the appropriate Third Party and either Apergy or a member of the Apergy Group or Dover or a member of the Dover Group. Dover or a member of the Dover Group will use commercially reasonable efforts to assign the rights and obligations, but only to the extent relating to the Apergy Business, under the Shared Contracts which are identified on Schedule 2.9(c)(ii) to Apergy or a member of the Apergy Group. The Parties agree to cooperate and provide reasonable assistance prior to the Effective Time and for a period of six months following the Effective Time (with no obligation on the part of either Party to pay any costs or fees with respect to such assistance) in effecting the separation or assignment of such Shared Contracts as described above.

Shared Contracts. (a) With respect to Shared Contractual Liabilities pursuant to, under or relating to a given Shared Contract, such Shared Contractual Liabilities shall be allocated, unless otherwise allocated pursuant to this Agreement or an Ancillary Agreement, between the Parties as follows: (i) first, if a Liability is incurred exclusively in respect of a benefit received by one Party or its Group, the Party or Group receiving such benefit shall be responsible for such Liability; (ii) second, if a Liability cannot be exclusively allocated to one Party or its Group under clause (i) above, such Liability shall be allocated among both Parties and their respective Groups based on the relative proportions of total benefit received (over the term of the Shared Contract, measured as of the date of allocation) under the relevant Shared Contract. Notwithstanding the foregoing, each Party and its Group shall be responsible for any or all Liabilities arising out of or resulting from such Party’s or Group’s breach of the relevant Shared Contract. (b) Except as otherwise expressly contemplated in this Agreement or an Ancillary Agreement, if Dover or any member of the Dover Group, on the one hand, or Apergy ▇▇▇▇▇▇▇ or any member of the Apergy ▇▇▇▇▇▇▇ Group, on the other hand, receives any benefit or payment under any Shared Contract which was intended for the other Party or its Group, Dover, on the one hand, or Apergy▇▇▇▇▇▇▇, on the other hand, will use its respective commercially reasonable efforts, or will cause any member of its Group to use its commercially reasonable efforts, to deliver, transfer or otherwise afford such benefit or payment to the other Party. (c) Notwithstanding anything to the contrary herein, the Parties have determined that it is advisable that certain Shared Contracts, or portions thereof, will be separated or assigned to a member of the Dover Group or Apergy ▇▇▇▇▇▇▇ Group, as applicable. The Parties shall use their commercially reasonable efforts to separate the Shared Contracts which are identified on Schedule 2.9(c)(i) into separate Contracts between the appropriate Third Party and either Apergy ▇▇▇▇▇▇▇ or a member of the Apergy ▇▇▇▇▇▇▇ Group or Dover or a member of the Dover Group. Dover or a member of the Dover Group will use commercially reasonable efforts to assign the rights and obligations, but only to the extent relating to the Apergy ▇▇▇▇▇▇▇ Business, under the Shared Contracts which are identified on Schedule 2.9(c)(ii) to Apergy ▇▇▇▇▇▇▇ or a member of the Apergy ▇▇▇▇▇▇▇ Group. The Parties agree to cooperate and provide reasonable assistance prior to the Effective Time and for a period of six (6) months following the Effective Time (with no obligation on the part of either Party to pay any costs or fees with respect to such assistance) in effecting the separation or assignment of such Shared Contracts as described above.

Shared Contracts. (a) With respect to The Parties intend that all Contracts that would be deemed Shared Contractual Liabilities pursuant to, under or relating to a given Shared Contract, such Shared Contractual Liabilities shall be allocated, unless otherwise allocated pursuant to this Agreement or an Ancillary Agreement, between the Parties as follows: (i) first, if a Liability is incurred exclusively in respect of a benefit received by one Party or its Group, the Party or Group receiving such benefit shall be responsible for such Liability; (ii) second, if a Liability cannot be exclusively allocated to one Party or its Group under clause (i) above, such Liability shall be allocated among both Parties and their respective Groups based on the relative proportions of total benefit received (over the term of the Shared Contract, measured Contracts as of the date of allocation) under the relevant Shared Contract. Notwithstanding the foregoing, each Party and its Group shall be responsible for any or all Liabilities arising out of or resulting from such Party’s or Group’s breach of the relevant Shared Contract. (b) Except as otherwise expressly contemplated in this Agreement or an Ancillary Agreement, if Dover or any member of the Dover Group, on the one hand, or Apergy or any member of the Apergy Group, on the other hand, receives any benefit or payment under any Shared Contract which was intended for the other Party or its Group, Dover, on the one hand, or Apergy, on the other hand, will use its respective commercially reasonable efforts, or will cause any member of its Group to use its commercially reasonable efforts, to deliver, transfer or otherwise afford such benefit or payment to the other Party. (c) Notwithstanding anything to the contrary herein, the Parties have determined that it is advisable that certain Shared ContractsEffective Time, or portions thereof, will be have been separated or assigned to a member of the Dover Holcim Group or Apergy the SpinCo Group, as applicable, prior to the Distribution. The To the extent not completed prior to the Distribution, the Parties shall shall, following the Distribution, use their commercially reasonable efforts to separate the any Shared Contracts which are identified on Schedule 2.9(c)(i) into separate Contracts between the appropriate Third Party and either Apergy (i) SpinCo or a member of the Apergy SpinCo Group or Dover (ii) Holcim or a member of the Dover Holcim Group. Dover , including, but not limited to, by: (x) entering into new Contracts, (y) assigning (in whole or a member 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 the Dover its Group will party to such Shared Contract to, use commercially reasonable efforts to assign the to: (i) seek mutually acceptable alternative arrangements for purposes of allocating rights and obligations, but only Liabilities and obligations under such Shared Contract in accordance with the relative proportions of total benefit to be received over the extent relating to the Apergy Business, under remaining term of the Shared Contracts which are identified on Schedule 2.9(c)(ii) to Apergy or a member Contract as of the Apergy Group. The Parties agree to cooperate and provide reasonable assistance prior to the Effective Time and for a period of six months following the Effective Time (with no obligation on the part of either Party to pay any costs provided that such arrangements shall not result in a breach or fees with respect to such assistance) in effecting the separation or assignment violation of such Shared Contracts 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 described abovethe 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) treat for all Tax purposes the portion of each Shared Contract inuring to their respective Business as an Asset owned by, and/or a Liability of, as applicable, such Party, or the members of such Party’s Group, as applicable, not later than the Distribution, and (ii) neither report nor take any Tax position (on a Tax Return or otherwise) inconsistent with such treatment (unless required by applicable Law or a good faith resolution of a Tax Contest).

Shared Contracts. (a) With respect to Shared Contractual Liabilities pursuant Except as set forth on Schedule VIII, 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 or replicate (in whole or in part) the respective rights and obligations under or relating to a given and in respect of any Shared Contract, such that (a) a member of the SpinCo Group is the beneficiary of the rights and is responsible for the obligations related to that portion of such Shared Contractual Liabilities Contract relating to the SpinCo Business (the “SpinCo Portion”), which rights shall be allocateda SpinCo Asset and which obligations shall be a SpinCo Liability, unless otherwise allocated pursuant and (b) a member of the Nuance Group is the beneficiary of the rights and is responsible for the obligations related to such Shared Contract not relating to the SpinCo Business (the “Nuance Portion”), which rights shall be a Nuance Asset and which obligations shall be a Nuance 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 Ancillary Agreementarrangement to formally divide, between partially assign, modify or replicate such Shared Contract prior to the Distribution as contemplated by the previous sentence, then the Parties as follows: (i) firstshall, if a Liability is incurred exclusively in respect of a benefit received by one Party or its Group, the Party or Group receiving such benefit and shall be responsible for such Liability; (ii) second, if a Liability cannot be exclusively allocated to one Party or its Group under clause (i) above, such Liability shall be allocated among both Parties and cause their respective Groups based on Group members to, cooperate in any reasonable and permissible arrangement to provide that, following the relative proportions of total benefit received (over the term Distribution, a member of the SpinCo Group shall receive the interest in the benefits and obligations of the SpinCo Portion under such Shared Contract and a member of the Nuance Group shall receive the interest in the benefits and obligations of the Nuance Portion under such Shared Contract, measured as it being understood that no Party shall have Liability to the other Party for the failure of the date of allocation) any third party to perform its obligations under the relevant Shared Contract. Notwithstanding the foregoing, each Party and its Group shall be responsible for any or all Liabilities arising out of or resulting from such Party’s or Group’s breach of the relevant Shared Contract. (b) Except as otherwise expressly contemplated Nothing in this Agreement or an Ancillary Agreement, if Dover Section 2.05 shall require either Party or any member of each of their respective Groups to contribute capital, pay or grant any consideration or concession in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person (other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be reimbursed by the Dover Group, on Party or the one hand, or Apergy or any member of the Apergy Group, on the other hand, receives any benefit Party’s Group entitled to such Asset or payment under any Shared Contract which was intended for the other Party or its Group, Dover, on the one hand, or Apergy, on the other hand, will use its respective commercially reasonable efforts, or will cause any member of its Group to use its commercially reasonable efforts, to deliver, transfer or otherwise afford assume such benefit or payment to the other Party. (c) Notwithstanding anything to the contrary herein, the Parties have determined that it is advisable that certain Shared Contracts, or portions thereof, will be separated or assigned to a member of the Dover Group or Apergy GroupLiability, as applicable, as promptly as reasonably practicable). The Parties For the avoidance of doubt, reasonable out-of-pocket expenses, and recording or similar fees shall use their commercially reasonable efforts not include any purchase price, license fee, or other payment or compensation for the procurement of any asset secured to separate replace an Asset in the Shared Contracts which are identified on Schedule 2.9(c)(i) into separate Contracts between the appropriate Third Party and either Apergy or course of a member of the Apergy Group or Dover or a member of the Dover Group. Dover or a member of the Dover Group will use commercially reasonable efforts to assign the rights and obligations, but only to the extent relating to the Apergy Business, Party’s obligation under the Shared Contracts which are identified on Schedule 2.9(c)(ii) to Apergy or a member of the Apergy Group. The Parties agree to cooperate and provide reasonable assistance prior to the Effective Time and for a period of six months following the Effective Time (with no obligation on the part of either Party to pay any costs or fees with respect to such assistance) in effecting the separation or assignment of such Shared Contracts as described aboveSection 2.05(a).

Shared Contracts. With effect from the Separation Date until the termination or expiry of the relevant Shared Contract, in respect of the Alcon Part or Novartis Part (as applicable) of each Shared Contract: (a) With subject to sub-paragraphs (b) and (c) below, the provisions of paragraph 1.6 (Third Party Consents Not Obtained Prior to Commencement of Separation) of this Schedule 2 (Transferring Contracts) shall apply mutatis mutandis as though (i) a Third Party Consent is required in respect of the transfer of the Alcon Part or Novartis Part, as applicable, of such Shared Contract and (ii) such Third Party Consent has not been obtained at the Separation Date; (b) the application provisions of this Schedule 2 (Transferring Contracts) to the Shared Contractual Liabilities pursuant to, Contracts referred to in schedule 8 of the Manufacturing and Supply Agreement shall be subject to the terms of schedule 8 of the Manufacturing and Supply Agreement; and (c) if the relevant member of the Alcon Group or member of the Novartis Group (as applicable) wishes to enforce any of its rights under the Alcon Part or relating to a given Novartis Part (as applicable) (the Relevant Shared Contract Beneficiary) of any Shared Contract, such Shared Contractual Liabilities shall be allocated, unless otherwise allocated pursuant to this Agreement or an Ancillary Agreement, between the Parties as follows: (i) firstit shall give written notice to the relevant member of the Novartis Group (if the Relevant Shared Contract Beneficiary is a member of the Alcon Group) or the relevant member of the Alcon Group (if the Relevant Shared Contract Beneficiary is a member of the Novartis Group) (as applicable) that is party to such Shared Contract (the Relevant Shared Contract Party) containing reasonably specific details of any claim that it wishes to make to enforce its rights under the Alcon Part or Novartis Part (as applicable) of any Shared Contract, if a Liability including such Information as is incurred exclusively in respect available to it to allow such Relevant Shared Contract Party (as applicable) to assess the merits of a benefit received by one Party or such claim and its Group, the Party or Group receiving such benefit shall be responsible for such Liability;amount; and (ii) secondif: (A) such Shared Contract primarily relates to the Alcon Business, if a Liability cannot be exclusively allocated to one Party Alcon (or its Group under clause (i) above, such Liability shall be allocated among both Parties and their respective Groups based on the relative proportions of total benefit received (over the term any member of the Shared ContractAlcon Group) shall, measured as subject to Novartis and each member of the date of allocation) under the relevant Shared Contract. Notwithstanding the foregoing, each Party and its Novartis Group shall be responsible for any or being indemnified by Alcon against all Liabilities suffered or incurred by them to the extent arising out of or resulting from such Party’s or Group’s breach the conduct of the relevant Shared Contract. any claim having been assumed by Alcon (b) Except as otherwise expressly contemplated in this Agreement or an Ancillary Agreement, if Dover or any member of the Dover Alcon Group) under this sub-paragraph (A), be entitled (at its election and sole expense) to take such action as it shall deem necessary to negotiate, make, assert, avoid, dispute, deny, defend, resist, appeal, compromise, contest, settle, discharge or otherwise deal with any such claim and to have the conduct of any related proceedings, negotiations or appeals; provided, that Alcon shall ensure that it and each member of the Alcon Group shall: 1. not advance any argument against the counterparty under such Shared Contract or take any step that would reasonably be likely to have an adverse impact on Novartis, any of its Affiliates or the one hand, or Apergy Novartis Business; 2. take into account any reasonable requests of Novartis (or any member of the Apergy Novartis Group, on the other hand, receives any benefit or payment under any ) in respect of such claim; and 3. keep Novartis regularly informed in respect of such claim; or (iii) such Shared Contract which was intended for primarily relates to the other Party Novartis Business, Novartis (or its Group, Dover, on the one hand, or Apergy, on the other hand, will use its respective commercially reasonable efforts, or will cause any member of the Novartis Group of its Group Affiliates) shall be entitled (at its election and sole expense) to use its commercially reasonable effortstake such action as it shall deem necessary to negotiate, to delivermake, transfer assert, avoid, dispute, deny, defend, resist, appeal, compromise, contest, settle, discharge or otherwise afford deal with any such benefit claim and to have the conduct of any related proceedings, negotiations or payment to the other Party. (c) Notwithstanding anything to the contrary hereinappeals; provided, the Parties have determined that Novartis shall ensure that it is advisable that certain Shared Contracts, or portions thereof, will be separated or assigned to a and each member of the Dover Novartis Group shall: (A) not advance any argument against the counterparty under such Shared Contract or Apergy Group, as applicable. The Parties shall use their commercially take any step that would reasonably be likely to have an adverse impact on the Alcon Business; (B) take into account any reasonable efforts to separate the Shared Contracts which are identified on Schedule 2.9(c)(i) into separate Contracts between the appropriate Third Party and either Apergy requests of Alcon (or a any member of the Apergy Group or Dover or a member of the Dover Alcon Group. Dover or a member of the Dover Group will use commercially reasonable efforts to assign the rights and obligations, but only to the extent relating to the Apergy Business, under the Shared Contracts which are identified on Schedule 2.9(c)(ii) to Apergy or a member of the Apergy Group. The Parties agree to cooperate and provide reasonable assistance prior to the Effective Time and for a period of six months following the Effective Time (with no obligation on the part of either Party to pay any costs or fees with respect to such assistance) in effecting the separation or assignment respect of such Shared Contracts as described aboveclaim; and (C) keep Alcon regularly informed in respect of such claim.

Shared Contracts. (a) With Any Contract to be assigned, contributed, conveyed, transferred and delivered to VS in accordance with the Restructuring Plan or as contemplated pursuant to Section 2.03 that does not exclusively relate to the VS Business (each, a “Shared Contract”) shall be assigned, contributed, conveyed, transferred and delivered only with respect to Shared Contractual Liabilities pursuant (and preserving the meaning of) those parts that relate to the VS Business, to a member of the VS Group, if so assignable, conveyable or transferrable, or appropriately amended (including by entering into a new agreement) prior to, under on or relating after the Distribution Date, so that a member of the VS Group shall be entitled to a given the rights and benefit of those parts of such Shared Contract that relate to the VS Business and shall assume the related Liabilities with respect to such Shared Contract, such Shared Contractual Liabilities shall be allocated, unless otherwise allocated pursuant to this Agreement or an Ancillary Agreement, between the Parties as follows: contemplated by Section 2.03; provided that (i) firstin no event shall any Person be required to assign, if a Liability contribute, convey, transfer or deliver (or so amend), either in whole or in part, any Shared Contract that is incurred exclusively in respect not assignable (or cannot be amended) by its terms without the consent or approval of a benefit received by one Party or its Group, the Party or Group receiving such benefit shall be responsible for such Liability; any other Person and (ii) second, if a Liability any Shared Contract cannot be exclusively allocated so partially assigned by its terms or otherwise, or cannot be so amended, without such consent or approval, until such time that such consent or approval is obtained, L Brands will cooperate with VS to one Party establish an agency type or its Group under clause other similar arrangement reasonably satisfactory to L Brands and VS intended to both (iA) above, such Liability shall be allocated among both Parties and their respective Groups based on the relative proportions of total benefit received (over the term provide a member of the VS Group, to the fullest extent practicable under such Shared Contract, measured as the claims, rights and benefits of those parts that relate to the VS Business and (B) cause such member of the date VS Group to bear the related Liabilities thereunder from and after the Distribution in accordance with this Agreement (including by means of allocationany subcontracting, sublicensing or subleasing arrangement) under the relevant Shared Contract. Notwithstanding and in furtherance of the foregoing, each Party and its Group VS shall, or shall be responsible for any or all Liabilities arising out of or resulting from such Party’s or Group’s breach cause another member of the relevant Shared ContractVS Group to, promptly pay, perform or discharge when due any such Liability arising after the Distribution Time, which shall constitute VS Liabilities for purposes of this Agreement. Nothing in this Section 2.05 shall require any member of the L Brands Group or the VS Group to incur any non-de minimis obligation or grant any non-de minimis concession in order to effect any transaction contemplated by this Section 2.05. (b) Except For so long as otherwise expressly contemplated in this Agreement or an Ancillary Agreement, if Dover or any member of the Dover Group, on the one hand, or Apergy or L Brands Group is party to any Shared Contract and provides any member of the Apergy GroupVS Group any claims, on the other hand, receives rights and benefits of any benefit or payment under any such Shared Contract which was intended for the other Party or its Grouppursuant to an arrangement described in Section 2.05(a), Dover, on the one hand, or Apergy, on the other hand, will use its respective commercially reasonable efforts, or will cause any member of its Group to use its commercially reasonable efforts, to deliver, transfer or otherwise afford such benefit or payment to the other Party. (c) Notwithstanding anything to the contrary herein, the Parties have determined that it is advisable that certain Shared Contracts, or portions thereof, will be separated or assigned to a member of the Dover VS Group shall indemnify the L Brands Indemnitees against and shall hold each of them harmless from any and all Liabilities incurred or Apergy Group, as applicable. The Parties shall use their commercially reasonable efforts to separate suffered by any of the Shared Contracts which are identified on Schedule 2.9(c)(i) into separate Contracts between the appropriate Third Party and either Apergy L Brands Indemnitees arising out of or a in connection with such member of the Apergy Group L Brands Group’s post-Distribution direct or Dover indirect ownership, management or a member operation of the Dover Group. Dover or a member of the Dover Group will use commercially reasonable efforts to assign the rights and obligations, but only any such Shared Contract (to the extent relating that such Liabilities relate to the Apergy VS Business, under the Shared Contracts which are identified on Schedule 2.9(c)(ii) to Apergy or a member of the Apergy Group. The Parties agree to cooperate and provide reasonable assistance prior to the Effective Time and for a period of six months following the Effective Time (with no obligation on the part of either Party to pay any costs or fees with respect to such assistance) in effecting the separation or assignment of such Shared Contracts as described above).

Shared Contracts. (a) With respect to Shared Contractual Liabilities pursuant to, under or relating to a given Shared Contract, such Shared Contractual Liabilities shall be allocated, unless otherwise allocated pursuant to this Agreement or an Ancillary Agreement, between the Parties as follows: (i) first, if a Liability is incurred exclusively in respect of a benefit received by one Party or its Group, the Party or Group receiving such benefit shall be responsible for such Liability; (ii) second, if a Liability cannot be exclusively allocated to one Party or its Group under clause (i) above, such Liability shall be allocated among both Parties and their respective Groups based on the relative proportions of total benefit to be received (over the remaining term of the Shared Contract, measured starting as of the date of allocation) the Distribution under the relevant Shared Contract. Notwithstanding the foregoing, each Party and its Group shall be responsible for any or all Liabilities arising out of or resulting from such Party’s or Group’s breach of the relevant Shared ContractContract (including any breach committed by the other Party or its Group at the instruction of a Party or its Group). (b) Except as otherwise expressly contemplated in this Agreement or an Ancillary Agreement, if Dover NCR or any member of the Dover NCR Group, on the one hand, or Apergy ATMCo or any member of the Apergy ATMCo Group, on the other hand, receives any benefit or payment under any Shared Contract which was intended for the other Party or its Group, DoverNCR, on the one hand, or ApergyATMCo, on the other hand, as applicable, will use its respective commercially reasonable efforts, or will cause any member of its Group to use its commercially reasonable efforts, to deliver, transfer Transfer or otherwise afford such benefit or payment to the other Party, subject to Section 2.4(f). With respect to any Shared Contract that remains in existence following the Distribution and has not been separated pursuant to Section 2.8(d), the Parties shall use commercially reasonable efforts to seek mutually acceptable alternative arrangements for purposes of allocating rights and liabilities and obligations under such Shared Contract (provided that such arrangements shall not result in a breach or violation of such Shared Contract) (an “Acceptable Alternative Arrangement”). Such Acceptable Alternative Arrangements may include a subcontracting, sublicensing or subleasing arrangement under which NCR or ATMCo, as applicable, and their applicable Subsidiaries would, in compliance with Law, obtain the benefits under, and assume the Liabilities associated with, such Shared Contract solely to the extent related to their respective Business (or applicable portion thereof) and in accordance with the terms of this Agreement or any Ancillary Agreement. (c) With respect to any Shared Contract, from and after the Distribution, each Party shall, and/or shall cause the applicable members of its Group party to such Shared Contract to, upon the request of the other Party, use its commercially reasonable efforts to 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 and such other Party shall bear 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. The Party (or relevant member of its Group) retaining any Shared Contract shall (i) not be obligated, in connection with the foregoing in this Section 2.8(c), to expend any money unless the necessary funds are advanced, or agreed in advance to be reimbursed by the Party (or relevant member of its Group), other than reasonable attorneys’ fees and recording or similar fees, all of which shall be promptly reimbursed by the other Party (or relevant member of its Group); provided, however, that each Party shall bear its own expenses in connection with the separation of such Shared Contract or the establishment of any Acceptable Alternative Arrangement and (ii) 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). From and after the Distribution, the Party whose Group holds a Shared Contract shall not (and shall cause the other members of its Group not to), without the consent of the other Party (such consent not to be unreasonably withheld, conditioned or delayed), and subject to Section 6.4, (w) waive any rights under such Shared Contract to the extent related to business of the other Party, (y) terminate (or consent to be terminated by the counterparty) such Shared Contract except in connection with (1) the expiration of such Shared Contract in accordance with its terms (it being understood, for the avoidance of doubt, that sending a notice of non-renewal to the counterparty to such Shared Contract in accordance with the terms of such Shared Contract is expressly permitted; provided, however, that notice of the non-renewal shall be provided to the other Party within five (5) Business Days of informing the counterparty that the Shared Contract will not be renewed) or (2) a partial termination of such Shared Contract that would not reasonably be expected to impact any rights or obligations under such Shared Contract related to the business of the other Party, or (z) amend, modify or supplement such Shared Contract in a manner material and adverse to the Group of the other Party. From and after the Distribution, if either Party (or any member of such Party’s Group) (the “Notice Recipient”) receives from a counterparty to a Shared Contract a formal notice of breach of such Shared Contract that could reasonably be expected to impact the other Party (or any member of such Party’s Group), the Notice Recipient shall provide written notice to the other Party as soon as reasonably practicable (and in no event later than five (5) Business Days following receipt of such notice) and the Parties shall consult with respect to the actions proposed to be taken regarding the alleged breach. If either Group (the “Notifying Party”) sends to a counterparty to a Shared Contract a formal notice of breach of such Shared Contract that could reasonably be expected to impact the other Group, the Notifying Party shall provide written notice to the other Party as soon as reasonably practicable (and in no event later than five (5) Business Days after sending such notice of breach to the counterparty), and the Parties shall consult with each other regarding such alleged breach. From and after the Distribution, neither Party shall (and shall cause the other members of its Group not to) breach any Shared Contract to the extent such breach would reasonably be expected to result in a loss of rights, or acceleration or increase of obligations, of any member of the other Party’s Group pursuant to (X) such Shared Contract, (Y) any partial assignment related to such Shared Contract or (Z) any other Contract with the counterparty to such Shared Contract (or any of its Affiliates) in existence at the time of the Distribution that contains cross-default or similar provisions related to such Shared Contract. (d) Notwithstanding anything to the contrary herein, the Parties have determined that it is advisable that certain Shared Contracts, or portions thereof, will be separated or assigned to a member of the Dover NCR Group or Apergy the ATMCo Group, as applicable. The Parties shall shall, following the Distribution, use their commercially reasonable efforts to separate the Shared Contracts which are Contracts, including those identified on Schedule 2.9(c)(i) 2.8(d), into separate Contracts between the appropriate Third Party and either Apergy (i) ATMCo or a member of the Apergy ATMCo Group or Dover (ii) NCR or a member of the Dover NCR Group. Dover Separation of Shared Contracts may be accomplished by any of entrance into new Contracts or through assignments (in whole or in part) consistent with the foregoing requirements. (e) To the extent in order to separate a member Shared Contract or take any other action required by this Section 2.8 it is necessary to obtain any Consents or Governmental Approvals the Parties shall, and shall cause the respective members of the Dover Group will their Groups to, cooperate and use commercially reasonable efforts to assign seek to obtain such Consents or Governmental Approvals as promptly as practicable after the rights and obligations, but only date hereof; provided that in no event shall any member of a Group have any Liability whatsoever to the extent relating to the Apergy Business, under the Shared Contracts which are identified on Schedule 2.9(c)(ii) to Apergy or a any member of the Apergy Group. The Parties agree other Group for any failure to cooperate obtain any such Consent or Governmental Approval and provide neither Party nor any member of its Group shall be required to commence any litigation, contribute capital, pay or grant any consideration or concession in any form (including providing any letter of credit, guaranty (other than pursuant to Section 2.11) or other financial accommodation) to any Third Party in order to cause such Governmental Approval or other Consent to be obtained; provided, further, that each Party shall be required to bear any reasonable assistance prior out-of-pocket expenses, outside attorneys’ fees and recording or similar Third-Party fees and the costs of salaries and benefits of its employees incurred in connection with its performance of its obligations under this Section 2.8(e). (f) Each of NCR and ATMCo shall, and shall cause the members of their respective Group to, (i) treat for all Tax purposes the portion of each Shared Contract inuring to their respective Business as an Asset owned by, and/or a Liability of, as applicable, such Party, or the Effective Time and for a period of six months following the Effective Time (with no obligation on the part of either Party to pay any costs or fees with respect to such assistance) in effecting the separation or assignment members of such Shared Contracts Party’s Group, as described aboveapplicable, not later than the Distribution, and (ii) neither report nor take any Tax position (on a Tax Return or otherwise) inconsistent with such treatment (unless required by applicable Law or a good faith resolution of a Tax Contest).

Shared Contracts. (a) Subject to Section 2.10(d) and other than with respect to the provision of Services under the Transitional Services Agreement or Shared Contracts that are sublicensed to the Company and other Persons in the Company Group pursuant to the Patent and Know-How License Agreement (Pfizer as Licensor) or the Trademark and Copyright License Agreement, from and after the Effective Date, Pfizer may, in its sole discretion, make available to the Company Group the benefits and rights under Shared Contracts to the extent such benefits and rights have historically been and currently are provided to the Animal Health Business. With respect to any Shared Contracts made available to the Company Group pursuant to this Section 2.10(a), (i) no Person in the Company Group shall take any action, or refrain from taking any action, if (A) such action or inaction is reasonably likely to or does result in a breach on the part of any Person in the Pfizer Group under any Shared Contract and (B) such Person in the Company Group would otherwise be obligated to take or not take such action under the Shared Contract had such Person become severally liable under the Shared Contract at the Effective Date and (ii) each Person in the Company Group shall reasonably cooperate with Pfizer and, at Pfizer’s reasonable request, take such actions that are permissible and reasonably necessary or desirable to ensure that Pfizer is able to perform its obligations constituting Shared Contract Liabilities under such Shared Contract. (b) With respect to Shared Contractual Contract Liabilities pursuant to, under or relating to a given Shared Contract, such Shared Contractual Contract Liabilities shall be allocated, unless otherwise allocated pursuant to this Agreement or an Ancillary Agreement, between the Parties parties as follows: (i) first, if a Liability is incurred exclusively in respect of a benefit received by one Party party or its Group, the Party party or Group receiving such benefit shall be responsible for such Liability; Liability and (ii) second, if a Liability cannot be exclusively allocated to one Party party or its Group under clause (i) above, such Liability shall be allocated among both Parties parties and their respective Groups based on the relative proportions of total benefit received (over the term of the Shared Contract, measured as of the date of allocation) under the relevant Shared Contract. Notwithstanding the foregoing, each Party party and its Group shall be responsible for any or all Liabilities arising out of or resulting from such Partyparty’s or Group’s breach of the relevant Shared Contract. (bc) Except as otherwise expressly contemplated in this Agreement or an Ancillary Agreement, if Dover If Pfizer or any member of the Dover Pfizer Group, on the one hand, or Apergy the Company or any member of the Apergy Company Group, on the other hand, receives any benefit or payment under any Shared Contract which was intended for the other Party party or its Group, DoverPfizer, on the one hand, or Apergythe Company, on the other hand, will use its respective commercially reasonable efforts, or will cause any member of its Group to use its commercially reasonable efforts, to deliver, transfer or otherwise afford such benefit or payment to the other Partyparty. (cd) Notwithstanding anything It shall be the responsibility of the Company to obtain the agreement of the third party that is the counterparty to each Shared Contract to enter into a new Contract effective as of the Effective Date pursuant to which the Company and its Affiliates will receive substantially the same benefits provided by the Shared Contract to the contrary herein, the Parties have determined that it is advisable that certain Shared Contracts, or portions thereof, will be separated or assigned to a member of the Dover Group or Apergy Group, as applicable. The Parties shall use their commercially reasonable efforts to separate the Shared Contracts which are identified on Schedule 2.9(c)(i) into separate Contracts between the appropriate Third Party and either Apergy or a member of the Apergy Group or Dover or a member of the Dover Group. Dover or a member of the Dover Group will use commercially reasonable efforts to assign the rights and obligations, but only to the extent relating to the Apergy Business, under the Shared Contracts which are identified on Schedule 2.9(c)(ii) to Apergy or a member of the Apergy Group. The Parties agree to cooperate and provide reasonable assistance Animal Health Business prior to the Effective Time Date. Except as expressly provided under the Transitional Services Agreement, none of Pfizer or any other member of the Pfizer Group shall be obligated to make available to the Company Group the benefits and rights under any Shared Contracts. In no event shall Pfizer be liable to the Company for a period of six months following the Effective Time (with no obligation on the part of either Party to pay i) any costs or fees with respect to such assistance) in effecting the separation or assignment Liabilities arising out of such Shared new Contracts as described aboveor (ii) Liabilities arising out of the failure of the Company to obtain any replacement contract.

Shared Contracts. (a1) With respect to Shared Contractual Liabilities pursuant to, under or relating to a given Shared Contract, such Shared Contractual Liabilities shall be allocated, unless otherwise allocated pursuant to this Agreement or an Ancillary Agreement, between the Parties as follows: (i) first, if a Liability is incurred exclusively in respect of a benefit received by one Party or its Group, the Party or Group receiving such benefit shall be responsible for such Liability; (ii) second, if a Liability cannot be exclusively allocated to one Party or its Group under clause (i) above, such Liability shall be allocated among both Parties and their respective Groups based on the relative proportions of total benefit received (over the remaining term of the Shared Contract, measured starting as of the date of allocation) under the relevant Shared Contract. Notwithstanding the foregoing, each Party and its Group shall be responsible for any or all Liabilities arising out of or resulting from such Party’s or Group’s breach of the relevant Shared Contract. (b2) Except as otherwise expressly contemplated in this Agreement or an Ancillary Agreement, if Dover SG Holdings or any member of the Dover SG Holdings Group, on the one hand, or Apergy SG DevCo or any member of the Apergy SG DevCo Group, on the other hand, receives any benefit or payment under any Shared Contract which was intended for the other Party or its Group, DoverSG Holdings, on the one hand, or ApergySG DevCo, on the other hand, as applicable, will use its respective commercially reasonable efforts, or will cause any member of its Group to use its commercially reasonable efforts, to deliver, transfer Transfer or otherwise afford such benefit or payment to the other Party. (c3) Notwithstanding anything to the contrary herein, the Parties have determined that it is advisable that certain Shared Contracts, or portions thereof, will be separated or assigned to a member of the Dover SG Holdings Group or Apergy the SG DevCo Group, as applicable. The Parties shall use their commercially reasonable efforts to separate the Shared Contracts which are identified on Schedule 2.9(c)(i2.8(3)(i) into separate Contracts between the appropriate Third Party and either Apergy (i) SG DevCo or a member of the Apergy SG DevCo Group or Dover (ii) SG Holdings or a member of the Dover SG Holdings Group. Dover SG Holdings or a member of the Dover SG Holdings Group will use commercially reasonable efforts to assign the rights and obligations, but only to the extent relating to the Apergy SG DevCo Business, under the Shared Contracts which are identified on Schedule 2.9(c)(ii2.8(3)(ii) to Apergy SG DevCo or a member of the Apergy SG DevCo Group. The Parties agree to cooperate and provide reasonable assistance prior to the Effective Time and for a period of six (6) months following the Effective Time (with no obligation on the part of either Party to pay any costs or fees with respect to such assistance) in effecting the separation or assignment of such Shared Contracts as described above. (4) Each of SG Holdings and SG DevCo shall, and shall cause the members of their respective Group to, (i) treat for all Tax purposes the portion of each Shared Contract inuring to their respective Business as an Asset owned by, and/or a Liability of, as applicable, such Party, or the members of such Party’s Group, as applicable, not later than the Effective Time, and (ii) neither report nor take any Tax position (on a Tax Return or otherwise) inconsistent with such treatment (unless required by applicable Law or a good faith resolution of a Tax Contest).

Shared Contracts. Except as otherwise agreed by Seller and Buyer or as otherwise expressly provided in this Agreement or the Transaction Documents, until the expiration or termination date of the applicable Shared Contract (aassuming, for these purposes, that the then-current term in effect as of immediately prior to the Closing is not renewed or extended), the Parties shall (and shall cause their respective Affiliates to), if any, use reasonable best efforts to obtain or structure an arrangement for Buyer to receive the rights and benefits, and bear the obligations and burdens, of the portion of such Shared Contract that Buyer and Seller determine is reasonably necessary for Buyer to continue operation of the Transferred Assets and satisfy the Assumed Liabilities from and after the Closing, the intent being for Buyer to be in (or as close as reasonably possible to) the same position as if Buyer were a direct party to such portion of such Shared Contract; provided that Seller and its Affiliates shall not be required to take any action that would, in the reasonable and good-faith judgment of Seller, constitute a breach or other contravention of the rights of any Person(s), be ineffective under, or contravene, applicable Law or any such Shared Contract or adversely affect the contractual rights of Seller or any of its Affiliates. With respect to Shared Contractual Liabilities any Liability pursuant to, under or relating to a given any Shared Contract, such Shared Contractual Liabilities Liability shall be allocatedallocated between Seller, unless otherwise allocated pursuant to this Agreement or an Ancillary Agreementon the one hand, between and Buyer, on the Parties other hand, as follows: : (i) first, if a such Liability is incurred exclusively in respect of a benefit received by one Party or its Group, the Party or Group receiving such benefit shall be responsible for such allocated to Buyer (to the extent it would otherwise constitute an Assumed Liability; ) or Seller (to the extent it would otherwise constitute an Excluded Liability), and (ii) second, if a Liability cannot be exclusively so allocated to one Party or its Group under clause (i) above), such Liability shall be allocated among both Parties and their respective Groups to Seller or Buyer, as the case may be, based on the relative proportions proportion of total benefit received (over the term of the Shared Contract, measured as of the date of allocation) by Buyer and Seller under the relevant Shared ContractContract (taking into account the extent to which such Liability would otherwise constitute an Assumed Liability or an Excluded Liability hereunder), as reasonably and in good faith determined by Buyer and Seller consistent with this Agreement. Notwithstanding the foregoing, each Party of Seller and its Group Buyer shall be responsible for any or all Liabilities arising out of from its (or resulting from such Party’s its Affiliates’) own Taxes (except to the extent otherwise expressly contemplated by this Agreement) or Group’s direct or indirect breach of the relevant any Shared Contract. (b) Except as otherwise expressly contemplated in this Agreement or an Ancillary Agreement, if Dover or any member of the Dover Group, on the one hand, or Apergy or any member of the Apergy Group, on the other hand, receives any benefit or payment under any Shared Contract which was intended for the other Party or its Group, Dover, on the one hand, or Apergy, on the other hand, will use its respective commercially reasonable efforts, or will cause any member of its Group to use its commercially reasonable efforts, to deliver, transfer or otherwise afford such benefit or payment to the other Party. (c) Notwithstanding anything to the contrary herein, the Parties have determined that it is advisable that certain Shared Contracts, or portions thereof, will be separated or assigned to a member of the Dover Group or Apergy Group, as applicable. The Parties shall use their commercially reasonable efforts to separate the Shared Contracts which are identified on Schedule 2.9(c)(i) into separate Contracts between the appropriate Third Party and either Apergy or a member of the Apergy Group or Dover or a member of the Dover Group. Dover or a member of the Dover Group will use commercially reasonable efforts to assign the rights and obligations, but only to the extent relating to the Apergy Business, under the Shared Contracts which are identified on Schedule 2.9(c)(ii) to Apergy or a member of the Apergy Group. The Parties agree to cooperate and provide reasonable assistance prior to the Effective Time and for a period of six months following the Effective Time (with no obligation on the part of either Party to pay any costs or fees with respect to such assistance) in effecting the separation or assignment of such Shared Contracts as described above.

Shared Contracts. (a) With respect to Shared Contractual Liabilities pursuant to, under or relating to a given Shared Contract, such Shared Contractual Liabilities shall be allocated, unless otherwise allocated pursuant to this Agreement or an Ancillary Agreement, between the Parties as follows: (i) first, if a Liability is incurred exclusively in respect of a benefit received by one Party or its Group, the Party or Group receiving such benefit shall be responsible for such Liability; (ii) second, if a Liability cannot be exclusively allocated to one Party or its Group under clause (i) above, such Liability shall be allocated among both Parties and their respective Groups based on the relative proportions of total benefit received (over the remaining term of the Shared Contract, measured starting as of the date of allocation) under the relevant Shared Contract. Notwithstanding the foregoing, each Party and its Group shall be responsible for any or all Liabilities arising out of or resulting from such Party’s 's or Group’s 's breach of the relevant Shared Contract. (b) Except as otherwise expressly contemplated in this Agreement or an Ancillary Agreement, if Dover Trinity or any member of the Dover Trinity Group, on the one hand, or Apergy Arcosa or any member of the Apergy Arcosa Group, on the other hand, receives any benefit or payment under any Shared Contract which was intended for the other Party or its Group, DoverTrinity, on the one hand, or ApergyArcosa, on the other hand, as applicable, will use its respective commercially reasonable efforts, or will cause any member of its Group to use its commercially reasonable efforts, to deliver, transfer Transfer or otherwise afford such benefit or payment to the other Party. (c) Notwithstanding anything to the contrary herein, the Parties have determined that it is advisable that certain Shared Contracts, or portions thereof, will be separated or assigned to a member of the Dover Trinity Group or Apergy the Arcosa Group, as applicable. The Parties shall use their commercially reasonable efforts to separate the Shared Contracts which are identified on Schedule 2.9(c)(i2.8(c)(i) into separate Contracts between the appropriate Third Party and either Apergy (i) Arcosa or a member of the Apergy Arcosa Group or Dover (ii) Trinity or a member of the Dover Trinity Group. Dover Trinity or a member of the Dover Trinity Group will use commercially reasonable efforts to assign the rights and obligations, but only to the extent relating to the Apergy Arcosa Business, under the Shared Contracts which are identified on Schedule 2.9(c)(ii2.8(c)(ii) to Apergy Arcosa or a member of the Apergy Arcosa Group. The Parties agree to cooperate and provide reasonable assistance prior to the Effective Time and for a period of six (6) months following the Effective Time (with no obligation on the part of either Party to pay any costs or fees with respect to such assistance) in effecting the separation or assignment of such Shared Contracts as described above. (d) Each of Trinity and Arcosa shall, and shall cause the members of their respective Group to, (i) treat for all Tax purposes the portion of each Shared Contract inuring to their respective Business as an Asset owned by, and/or a Liability of, as applicable, such Party, or the members of such Party's Group, as applicable, not later than the Effective Time, and (ii) neither report nor take any Tax position (on a Tax Return or otherwise) inconsistent with such treatment (unless required by applicable Law or a good faith resolution of a Tax Contest).

Shared Contracts. (a1) With respect to Shared Contractual Liabilities pursuant to, under or relating to a given Shared Contract, such Shared Contractual Liabilities shall be allocated, unless otherwise allocated pursuant to this Agreement or an Ancillary Agreement, between the Parties as follows: (i) first, if a Liability is incurred exclusively in respect of a benefit received by one Party or its Group, the Party or Group receiving such benefit shall be responsible for such Liability;Liability; (ii) second, if a Liability cannot be exclusively allocated to one Party or its Group under clause (i) above, such Liability shall be allocated among both Parties and their respective Groups based on the relative proportions of total benefit received (over the remaining term of the Shared Contract, measured starting as of the date of allocation) under the relevant Shared Contract. Notwithstanding the foregoing, each Party and its Group shall be responsible for any or all Liabilities arising out of or resulting from such Party’s or Group’s breach of the relevant Shared Contract. (b2) Except as otherwise expressly contemplated in this Agreement or an Ancillary Agreement, if Dover AFC Gamma or any member of the Dover AFC Gamma Group, on the one hand, or Apergy SUNS or any member of the Apergy SUNS Group, on the other hand, receives any benefit or payment under any Shared Contract which was intended for the other Party or its Group, DoverAFC Gamma, on the one hand, or ApergySUNS, on the other hand, as applicable, will use its respective commercially reasonable efforts, or will cause any member of its Group to use its commercially reasonable efforts, to deliver, transfer Transfer or otherwise afford such benefit or payment to the other Party. (c3) Notwithstanding anything to the contrary herein, the Parties have determined that it is advisable that certain Shared Contracts, or portions thereof, will be separated or assigned to a member of the Dover AFC Gamma Group or Apergy the SUNS Group, as applicable. The Parties shall use their commercially reasonable efforts to separate the Shared Contracts which are identified on Schedule 2.9(c)(i2.7(3) into separate Contracts between the appropriate Third Party and either Apergy (i) SUNS or a member of the Apergy SUNS Group or Dover (ii) AFC Gamma or a member of the Dover AFC Gamma Group. Dover AFC Gamma or a member of the Dover AFC Gamma Group will use commercially reasonable efforts to assign the rights and obligations, but only to the extent relating to the Apergy SUNS Business, under the Shared Contracts which are identified on Schedule 2.9(c)(ii2.7(3) to Apergy SUNS or a member of the Apergy SUNS Group. The Parties agree to cooperate and provide reasonable assistance prior to the Effective Time and for a period of six (6) months following the Effective Time (with no obligation on the part of either Party to pay any costs or fees with respect to such assistance) in effecting the separation or assignment of such Shared Contracts as described above. (4) Each of AFC Gamma and SUNS shall, and shall cause the members of their respective Group to, (i) treat for all Tax purposes the portion of each Shared Contract inuring to their respective Business as an Asset owned by, and/or a Liability of, as applicable, such Party, or the members of such Party’s Group, as applicable, not later than the Effective Time, and (ii) neither report nor take any Tax position (on a Tax Return or otherwise) inconsistent with such treatment (unless required by applicable Law or a good faith resolution of a Tax Contest).

Shared Contracts. (a) With respect Prior to Shared Contractual Liabilities pursuant to, under or relating to a given Shared Contract, such Shared Contractual Liabilities shall be allocated, unless otherwise allocated pursuant to this Agreement or an Ancillary Agreement, between the Parties as follows: (i) first, if a Liability is incurred exclusively in respect of a benefit received by one Party or its GroupClosing, the Party or Group receiving such benefit Seller and Purchaser shall be responsible for such Liability; (ii) second, if a Liability cannot be exclusively allocated to one Party or its Group under clause (i) above, such Liability shall be allocated among both Parties and their respective Groups based on the relative proportions of total benefit received (over the term of the Shared Contract, measured as of the date of allocation) under the relevant Shared Contract. Notwithstanding the foregoing, each Party and its Group shall be responsible for any or all Liabilities arising out of or resulting from such Party’s or Group’s breach of the relevant Shared Contract. (b) Except as otherwise expressly contemplated in this Agreement or an Ancillary Agreement, if Dover or any member of the Dover Group, on the one hand, or Apergy or any member of the Apergy Group, on the other hand, receives any benefit or payment under any Shared Contract which was intended for the other Party or its Group, Dover, on the one hand, or Apergy, on the other hand, will use its respective commercially reasonable efforts, or will cause any member of its Group to use its commercially reasonable efforts, to deliver, transfer or otherwise afford such benefit or payment to the other Party. (c) Notwithstanding anything to the contrary herein, the Parties have determined that it is advisable that certain Shared Contracts, or portions thereof, will be separated or assigned to a member of the Dover Group or Apergy Group, as applicable. The Parties shall use their commercially reasonable efforts to separate the Shared Contracts which are identified on Schedule 2.9(c)(i) into separate Contracts between the appropriate Third Party and either Apergy or a member of the Apergy Group or Dover or a member of the Dover Group. Dover or a member of the Dover Group will use commercially reasonable efforts to assign work together and with the other parties to the contracts listed on Section 5.15 of the Seller Letter, if any (the “Shared Contracts”), in an effort to (i) divide, modify and/or replicate (in whole or in part) the respective rights and obligations, but only to the extent relating to the Apergy Business, obligations under the Shared Contracts which are identified on Schedule 2.9(c)(iiand (ii) to Apergy or a member if possible, novate the respective rights and obligations under the Shared Contracts, such that, effective as of the Apergy GroupClosing, (y) the Purchaser (or its designee) is the beneficiary of the rights and is responsible for the obligations related to that portion of the Shared Contract that is related to the Business or any Transferred Entity (the “Business Portion”) (so that, subsequent to the Closing, the Seller or its affiliates shall have no rights or obligations with respect to the Business Portion of the Shared Contract) and (z) the Seller or its affiliates is the beneficiary of the rights and is responsible for the obligations related to the Shared Contract other than the Business Portion (the “Non-Business Portion”) (and Purchaser (or its designees) shall have no rights or obligations with respect to the Non-Business Portion of the Shared Contract). The Parties agree If the applicable parties are not able to cooperate and provide reasonable assistance enter into an arrangement to formally divide, modify and/or replicate one or more Shared Contracts prior to the Effective Time Closing as contemplated by the previous sentence, each of the parties shall use its commercially reasonable efforts and for a period of six months following cooperate with the Effective Time other (with at its sole cost and expense) to obtain such an arrangement as quickly as practicable after the Closing; provided, however, that no obligation on the part of either Party party shall be required to pay or commit to pay any costs amount to (or fees with respect to incur any obligation in favor of) any Person from whom such assistancearrangement may be required (other than nominal filing or application fees) in effecting connection with obtaining any such arrangement. Prior to the separation obtaining of any such arrangement, Seller shall not cause and shall use commercially reasonable efforts to not permit the Shared Contract to lapse, be violated, become subject to a Lien or assignment otherwise be adversely affected (without Purchaser’s prior written consent) and shall cooperate with Purchaser (or its designee) in any reasonable and lawful arrangements to provide to Purchaser (or its designee) the benefits of use of the Business Portion of the Shared Contract for its term and, to the extent Purchaser (or its designee) receives such benefits, it will perform the obligations of the Seller or its affiliates under the Business Portion of the Shared Contracts as described aboveContract. The Purchaser and the Seller shall participate jointly in any negotiations with parties to the Shared Contracts.

Shared Contracts. (a1) With respect to Shared Contractual Liabilities pursuant to, under or relating to a given Shared Contract, such Shared Contractual Liabilities shall be allocated, unless otherwise allocated pursuant to this Agreement or an Ancillary Agreement, between the Parties as follows: (i) first, if a Liability is incurred exclusively in respect of a benefit received by one Party or its Group, the Party or Group receiving such benefit shall be responsible for such Liability; (ii) second, if a Liability cannot be exclusively allocated to one Party or its Group under clause (i) above, such Liability shall be allocated among both Parties and their respective Groups based on the relative proportions of total benefit received (over the remaining term of the Shared Contract, measured starting as of the date of allocation) under the relevant Shared Contract. Notwithstanding the foregoing, each Party and its Group shall be responsible for any or all Liabilities arising out of or resulting from such Party’s or Group’s breach of the relevant Shared Contract. (b2) Except as otherwise expressly contemplated in this Agreement or an Ancillary Agreement, if Dover SG Holdings or any member of the Dover SG Holdings Group, on the one hand, or Apergy SG DevCo or any member of the Apergy SG DevCo Group, on the other hand, receives any benefit or payment under any Shared Contract which was intended for the other Party or its Group, DoverSG Holdings, on the one hand, or ApergySG DevCo, on the other hand, as applicable, will use its respective commercially reasonable efforts, or will cause any member of its Group to use its commercially reasonable efforts, to deliver, transfer Transfer or otherwise afford such benefit or payment to the other Party. (c3) Notwithstanding anything Each of SG Holdings and SG DevCo shall, and shall cause the members of their respective Group to, (i) treat for all Tax purposes the portion of each Shared Contract inuring to the contrary hereintheir respective Business as an Asset owned by, the Parties have determined that it is advisable that certain Shared Contractsand/or a Liability of, as applicable, such Party, or portions thereof, will be separated or assigned to a member the members of the Dover Group or Apergy such Party’s Group, as applicable. The Parties shall use their commercially reasonable efforts to separate , not later than the Shared Contracts which are identified Effective Time, and (ii) neither report nor take any Tax position (on Schedule 2.9(c)(ia Tax Return or otherwise) into separate Contracts between the appropriate Third Party and either Apergy inconsistent with such treatment (unless required by applicable Law or a member good faith resolution of the Apergy Group or Dover or a member of the Dover Group. Dover or a member of the Dover Group will use commercially reasonable efforts to assign the rights and obligations, but only to the extent relating to the Apergy Business, under the Shared Contracts which are identified on Schedule 2.9(c)(ii) to Apergy or a member of the Apergy Group. The Parties agree to cooperate and provide reasonable assistance prior to the Effective Time and for a period of six months following the Effective Time (with no obligation on the part of either Party to pay any costs or fees with respect to such assistance) in effecting the separation or assignment of such Shared Contracts as described aboveTax Contest).

Shared Contracts. Any Contract to be assigned, transferred and conveyed that is set forth on Schedule 2.3 (a) With respect to Shared Contractual Liabilities pursuant toeach, under or relating to a given “Shared Contract”) shall, unless Buyer and the Company otherwise agree, be treated in accordance with this Section 2.3. Subject to obtaining any necessary consent for such assignment, Buyer shall be assigned, transferred and conveyed all such Shared Contractual Liabilities shall be allocatedContracts; provided, unless otherwise allocated pursuant to this Agreement or an Ancillary Agreementthat, as between Buyer and the Parties as follows: Company Sellers, (ix) first, if a Liability is incurred exclusively in respect of a benefit received by one Party or its Group, the Party or Group receiving such benefit Buyer shall be responsible for performing under such Liability; Shared Contracts with respect to (iiand preserving the meaning of) second, if a Liability cannot be exclusively allocated those parts that are related to the Business at one Party or its Group under clause (i) above, such Liability shall be allocated among both Parties and their respective Groups based on the relative proportions of total benefit received (over the term more of the Shared Contractlocations set forth on Annex A, measured as of and (y) the date of allocation) under the relevant Shared Contract. Notwithstanding the foregoing, each Party and its Group applicable Company Sellers shall be responsible for performing under such Shared Contracts with respect to (and preserving the meaning of) all other parts of such Shared Contracts for which the applicable Company Sellers were so responsible prior to such assignment; provided that (i) in no event shall any Person be required to assign (or all Liabilities arising out of amend), either in its entirety or resulting from such Party’s or Group’s breach of the relevant Shared Contract. (b) Except as otherwise expressly contemplated in this Agreement or an Ancillary Agreementpart, if Dover or any member of the Dover Group, on the one hand, or Apergy or any member of the Apergy Group, on the other hand, receives any benefit or payment under any Shared Contract which was that is not assignable (or cannot be amended) by its terms without obtaining any required third party consents or approvals and (ii) if any Shared Contract cannot be so assigned by its terms or otherwise, or cannot be amended, without such third party consents or approvals, until such time as such consents or approvals are obtained, then the Company Sellers and the Buyer will cooperate to establish an agency type or other similar arrangement reasonably satisfactory to the Buyer intended for to both (x) (1) provide Buyer, to the fullest extent practicable under such Shared Contract, the claims, rights and benefits of those parts that are related to the Business at one or more of the locations set forth on Annex A and (2) provide the Company Sellers with the claims, rights and benefits of those other portions of such Shared Contract and (y) (1) to the extent constituting Assumed Liabilities, cause Buyer to bear the costs and Liabilities thereunder to the extent related to the Business at one or more of the locations set forth on Annex A, and (2) cause the applicable Company Sellers to bear the other Party costs and Liabilities thereunder, in each case of clauses (x) and (y), in accordance with this Agreement (in each case, including by means of any contract manufacturing, co-packing, subcontracting, sublicensing or its Groupsubleasing arrangement). In furtherance of the foregoing, Dover(1) Buyer will promptly pay, perform or discharge when due any Assumed Liability arising thereunder to the extent related to the Business at one or more of the locations set forth on Annex A and the one hand, or Apergy, on the other hand, applicable Company Entity will use its respective commercially reasonable efforts, or will cause any member of its Group to use its commercially reasonable efforts, to deliverpromptly pay, transfer or otherwise afford such benefit or payment to the other Party. (c) Notwithstanding anything to the contrary herein, the Parties have determined that it is advisable that certain Shared Contracts, or portions thereof, will be separated or assigned to a member convey all rights and benefits in respect of the Dover Group Acquired Assets arising thereunder and (2) each applicable Company Seller will promptly pay, perform or Apergy Groupdischarge when due any other Liability arising thereunder. Each of Buyer and the applicable Company Seller will, as applicable. The Parties shall use their commercially reasonable efforts to separate the Shared Contracts which are identified on Schedule 2.9(c)(i) into separate Contracts between the appropriate Third Party and either Apergy or a member of the Apergy Group or Dover or a member of the Dover Group. Dover or a member of the Dover Group will cause its Affiliates to, use commercially reasonable efforts to assign enforce (at such other Party’s direction) the rights and obligations, but only granted to the extent relating other Party (at the other Party’s reasonable expense) under this Section 2.3. Notwithstanding anything contained herein to the Apergy Businesscontrary, under the Shared Contracts which are identified on Schedule 2.9(c)(iiany transfer or assignment to Buyer of any Acquired Asset that shall require a consent or approval as described above in Section 2.2(d) to Apergy or a member of the Apergy Group. The Parties agree to cooperate and provide reasonable assistance prior to the Effective Time and for a period of six months following the Effective Time (with no obligation on the part of either Party to pay any costs or fees with respect shall be made subject to such assistance) in effecting the separation consent or assignment of such Shared Contracts as described aboveapproval being obtained.

Shared Contracts. (a) With respect to Shared Contractual Liabilities pursuant relating to, under arising out of or relating to resulting from a given Shared Contract, such Shared Contractual Liabilities shall be allocated, unless otherwise allocated pursuant to this Agreement or an any Ancillary Agreement, between the Parties as follows: (i) first, if a Liability is incurred exclusively in respect of a benefit received by one Party or its Group, the Party or Group receiving such benefit shall be responsible for such Liability; (ii) second, if a Liability cannot be exclusively allocated to one Party or its Group under clause (i) above, such Liability each Party or Group shall be allocated among both Parties and their respective Groups based on the relative proportions responsible for fifty percent (50%) of total benefit received (over the term of the Shared Contract, measured as of the date of allocation) under the relevant Shared Contractsuch Liability. Notwithstanding the foregoing, each Party and its Group shall be responsible for any or all Liabilities arising out of or resulting from such Party’s or Group’s breach of the relevant Shared Contract. (b) Except as otherwise expressly contemplated in this Agreement or an Ancillary Agreement, if Dover Crane Holdings, Co. (and, after the Effective Time, Crane NXT, Co.) or any member of the Dover Crane NXT Group, on the one hand, or Apergy Crane Company or any member of the Apergy Crane Company Group, on the other hand, receives any benefit or payment under any Shared Contract which was intended for the other Party or its Group, DoverCrane Holdings, Co. (and, after the Effective Time, Crane NXT, Co.), on the one hand, or ApergyCrane Company, on the other hand, as applicable, will use its respective commercially reasonable efforts, or will cause any member of its Group to use its commercially reasonable efforts, to deliver, transfer Transfer or otherwise afford such benefit or payment to the other Party. (c) Notwithstanding anything Each of Crane Holdings, Co. (and, after the Effective Time, Crane NXT, Co.) and Crane Company shall, and shall cause the members of its respective Group to, (i) treat for all Tax purposes the portion of each Shared Contract inuring to the contrary hereinits respective Businesses as an Asset owned by, the Parties have determined that it is advisable that certain Shared Contractsand/or a Liability of, as applicable, such Party, or portions thereof, will be separated or assigned to a member the members of the Dover Group or Apergy such Party’s Group, as applicable. The Parties shall use their commercially reasonable efforts to separate , not later than the Shared Contracts which are identified Effective Time, and (ii) neither report nor take any Tax position (on Schedule 2.9(c)(ia Tax Return or otherwise) into separate Contracts between the appropriate Third Party and either Apergy inconsistent with such treatment (unless required by applicable Law or a member good faith resolution of the Apergy Group or Dover or a member of the Dover Group. Dover or a member of the Dover Group will use commercially reasonable efforts to assign the rights and obligations, but only to the extent relating to the Apergy Business, under the Shared Contracts which are identified on Schedule 2.9(c)(ii) to Apergy or a member of the Apergy Group. The Parties agree to cooperate and provide reasonable assistance prior to the Effective Time and for a period of six months following the Effective Time (with no obligation on the part of either Party to pay any costs or fees with respect to such assistance) in effecting the separation or assignment of such Shared Contracts as described aboveTax Contest).

Shared Contracts. Except as otherwise agreed by Seller and Purchaser in writing or as otherwise provided in this Agreement or any of the Ancillary Agreements (aincluding with respect to any Specified Shared Contracts that relate to services to be provided under the Transition Services Agreement or the Supply Agreement), until the expiration or termination date of any Specified Shared Contract or any other Shared Contract (other than those Excluded Contracts listed on Schedule 1.1(c) which are not also Specified Shared Contracts) (assuming, for these purposes, that the then-current term in effect as of immediately prior to the Closing is not renewed or extended), the Parties shall (and shall cause their respective Affiliates to) use commercially reasonable efforts to obtain or structure an arrangement for Purchaser to obtain the claims, rights and benefits, and assume the corresponding liabilities and obligations thereunder (other than to the extent relating to or arising out of any breach or other violation of such Shared Contract prior to the Closing), of such portion of any such Shared Contract that relates to and is allocated to the Program Business, as reasonably determined by Seller and Purchaser; provided, however, that Purchaser shall be under no obligation to enter into any such arrangement with respect to, or obtain any claims, rights and benefits, or assume any corresponding liabilities and obligations under, any Shared Contract other than a Specified Shared Contract; provided, further, that Seller and its Affiliates shall not be required to take any action that would, in the good-faith judgment of Seller upon the advice of outside counsel, constitute a breach or other contravention of the rights of any other party to such Shared Contract or be ineffective under, or contravene, applicable Law. With respect to Shared Contractual Liabilities pursuant to, under or relating to a given any Specified Shared Contract, such Shared Contractual Liabilities shall be allocated, unless otherwise allocated pursuant to this Agreement or an Ancillary Agreement, between the Parties Seller and Purchaser as follows: : (i) first, if a Liability liability is incurred exclusively solely in respect of a benefit received by one Party either the Program Business or the other businesses of Seller or any of its GroupAffiliates, the Party or Group receiving such benefit liability shall be responsible for such Liability; allocated to Purchaser (in respect of the Transferred Assets) or Seller (in respect of the other businesses of Seller or any of its Affiliates); and (ii) second, if a Liability liability cannot be exclusively so allocated to one Party or its Group under clause (i) above), such Liability liability shall be allocated among both Parties and their respective Groups to Seller or Purchaser, as the case may be, based on the relative proportions proportion of total benefit received (over the term by Purchaser in respect of the Program Business and Seller or any of its Affiliates in respect of its other businesses under the relevant Specified Shared Contract, measured as of the date of allocation) under the relevant Shared Contractreasonably determined by Seller and Purchaser. Notwithstanding the foregoing, each Party of Seller and its Group Purchaser shall be responsible for any or all Liabilities liabilities arising out of from its (or resulting from such Party’s its Affiliates’) direct or Group’s indirect breach of the relevant any Specified Shared Contract. (b) Except as otherwise expressly contemplated in this Agreement or an Ancillary Agreement, if Dover or any member of the Dover Group, on the one hand, or Apergy or any member of the Apergy Group, on the other hand, receives any benefit or payment under any Shared Contract which was intended for the other Party or its Group, Dover, on the one hand, or Apergy, on the other hand, will use its respective commercially reasonable efforts, or will cause any member of its Group to use its commercially reasonable efforts, to deliver, transfer or otherwise afford such benefit or payment to the other Party. (c) Notwithstanding anything to the contrary herein, the Parties have determined that it is advisable that certain Shared Contracts, or portions thereof, will be separated or assigned to a member of the Dover Group or Apergy Group, as applicable. The Parties shall use their commercially reasonable efforts to separate the Shared Contracts which are identified on Schedule 2.9(c)(i) into separate Contracts between the appropriate Third Party and either Apergy or a member of the Apergy Group or Dover or a member of the Dover Group. Dover or a member of the Dover Group will use commercially reasonable efforts to assign the rights and obligations, but only to the extent relating to the Apergy Business, under the Shared Contracts which are identified on Schedule 2.9(c)(ii) to Apergy or a member of the Apergy Group. The Parties agree to cooperate and provide reasonable assistance prior to the Effective Time and for a period of six months following the Effective Time (with no obligation on the part of either Party to pay any costs or fees with respect to such assistance) in effecting the separation or assignment of such Shared Contracts as described above.

Shared Contracts. (a) With respect to Shared Contractual Liabilities pursuant The Parties shall, and shall cause their respective Group Members to, use their respective commercially reasonable 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 or relating to a given and in respect of any Shared Contract, such Shared Contractual Liabilities shall be allocated, unless otherwise allocated pursuant to this Agreement or an Ancillary Agreement, between the Parties as follows: that (i) firstan EHP Group Member is the beneficiary of the rights and is responsible for the Liabilities related to that portion of such Shared Contract relating to the EHP Business (the “EHP Portion”), if a which rights shall be an EHP Asset and which obligations shall be an EHP Liability and (ii) an EPC Group Member is incurred exclusively the beneficiary of the rights and is responsible for the Liabilities related to such Shared Contract not relating to the EHP Business (the “EPC Portion”), which rights shall be an EPC Asset and which obligations shall be an EPC Liability; provided, however, that in respect of a benefit received by one no event shall either Party or its Group, the Party respective Subsidiaries be required to assign or Group receiving such benefit shall be responsible for such Liability; (ii) second, if amend any Shared Contract in its entirety or to assign a Liability portion of any Shared Contract that is not assignable or cannot be exclusively allocated amended by its terms (including any terms imposing Consents or conditions on an assignment where such Consents or conditions have not been obtained or fulfilled). If the Parties, or their respective Group Members, as applicable, are not able to one Party enter into an arrangement to formally divide, partially assign, modify and/or replicate such Shared Contract prior to the Effective Time as contemplated by the previous sentence, then the Parties shall, and shall cause their respective Group Members to, take such other reasonable and permissible actions (including by providing prompt notice to the other party with respect to any relevant claim of Liability or its Group other relevant matters arising in connection with a Shared Contract so as to allow such other party the ability to exercise any applicable rights under clause such Shared Contract) and cooperate in any lawful arrangement to provide that, following the Effective Time and until the earlier of two 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, (iA) above, the Assets associated with that the EHP Portion of such Liability Shared Contract shall be allocated among both Parties and their respective Groups based on enjoyed by EHP or another EHP Group Member; (B) the relative proportions Liabilities associated with the EHP Portion of total benefit received such Shared Contract shall borne by EHP or another EHP Group Member; (over C) the term Assets associated with the EPC Portion of the such Shared Contract, measured as of the date of allocation) under the relevant Shared Contract. Notwithstanding the foregoing, each Party and its Group Contract shall be responsible for any enjoyed by EPC or all another EPC Group Member; and (D) the Liabilities arising out associated with the EPC Portion of such Shared Contract shall be borne by EPC or resulting from such Party’s or Group’s breach of the relevant Shared Contractanother EPC Group Member. (b) Except Each of EPC and EHP shall, and shall cause its Group Members to, (i) treat for all relevant Tax purposes the portion of each Shared Contract inuring to its respective businesses as otherwise expressly contemplated in this Agreement or an Ancillary AgreementAssets owned by, if Dover or any member of the Dover Groupand/or Liabilities of, on the one handas applicable, such party, or Apergy its subsidiaries, as applicable, not later than the Effective Time, and (ii) neither report nor take any Tax position (on a Tax Return or any member of the Apergy Group, on the other hand, receives any benefit or payment under any Shared Contract which was intended for the other Party or its Group, Dover, on the one hand, or Apergy, on the other hand, will use its respective commercially reasonable efforts, or will cause any member of its Group to use its commercially reasonable efforts, to deliver, transfer or otherwise afford otherwise) inconsistent with such benefit or payment to the other Partytreatment (unless required by applicable Law). (c) Notwithstanding anything Nothing in this Section 2.05 shall require any member of any Group to make any non-de minimis payment (except for payment obligations under the applicable Shared Contract, or to the contrary hereinextent advanced, the Parties have determined that it is advisable that certain Shared Contracts, assumed or portions thereof, will agreed in advance to be separated or assigned to a reimbursed by any member of the Dover Group other Group), incur any non-de minimis obligation or Apergy Group, as applicable. The Parties shall use their commercially reasonable efforts to separate grant any non-de minimis material for the Shared Contracts which are identified on Schedule 2.9(c)(i) into separate Contracts between the appropriate Third Party and either Apergy or a benefit of any member of the Apergy any other Group or Dover or a member of the Dover Group. Dover or a member of the Dover Group will use commercially reasonable efforts in order to assign the rights and obligations, but only to the extent relating to the Apergy Business, under the Shared Contracts which are identified on Schedule 2.9(c)(ii) to Apergy or a member of the Apergy Group. The Parties agree to cooperate and provide reasonable assistance prior to the Effective Time and for a period of six months following the Effective Time (with no obligation on the part of either Party to pay effect any costs or fees with respect to such assistance) in effecting the separation or assignment of such Shared Contracts as described abovetransaction contemplated by this Section 2.05.

Shared Contracts. (a) With respect Prior to Shared Contractual Liabilities pursuant to, under or relating to a given Shared Contract, such Shared Contractual Liabilities shall be allocated, unless otherwise allocated pursuant to this Agreement or an Ancillary Agreement, between at the Parties as follows: (i) first, if a Liability is incurred exclusively in respect of a benefit received by one Party or its Group, the Party or Group receiving such benefit shall be responsible for such Liability; (ii) second, if a Liability cannot be exclusively allocated to one Party or its Group under clause (i) above, such Liability shall be allocated among both Parties and their respective Groups based on the relative proportions of total benefit received (over the term of the Shared Contract, measured as of the date of allocation) under the relevant Shared Contract. Notwithstanding the foregoingClosing, each Party Contract (other than those Contracts included in the Excluded Assets) with third-party suppliers or service providers to which Seller or one of its Affiliates (other than the Company and its Group shall be responsible for any or all Liabilities arising out of or resulting from such Party’s or Group’s breach of the relevant Shared Contract. (b) Except as otherwise expressly contemplated in this Agreement or an Ancillary Agreement, if Dover or any member of the Dover GroupSubsidiaries), on the one hand, or Apergy and the Company or any member of the Apergy GroupCompany Subsidiary, on the other hand, receives is a party and pursuant to which services or supplies are provided to both (A) Seller or one of its Affiliates (other than the Company and the Company Subsidiaries) and (B) the Company or any benefit Company Subsidiary (each, a “Shared Contract”) shall be assigned in part, or payment under appropriately amended, so that each party being provided supplies or services thereunder shall be entitled to the rights and benefits, and shall assume the related portion of any Liabilities, that relate to its businesses, in each case in accordance with the allocation of benefits and burdens set forth in Section 6.13 of the Seller Disclosure Schedule (the “Shared Contract Allocation”); provided, however, that, in no event shall any assignment or amendment be required with respect to any Shared Contract which was intended for is not assignable or cannot be amended by its terms (it being understood, however, that: (i) Seller and Purchaser shall use their respective commercially reasonable efforts to take, or cause to be taken, all actions and use their respective commercially reasonable efforts to do, or cause to have been done, and assisted and cooperated with the other Party party in doing, all things reasonably necessary, proper or advisable to have obtained such assignment or amendment of any such Shared Contract, and (ii) following the Closing, with respect to any Shared Contract which has not been so assigned or amended, Seller and Purchaser shall, if and to the extent consistent with contractual obligations and applicable legal and fiduciary obligations under applicable Law, use their respective reasonable best efforts to cooperate in a mutually agreeable arrangement under which Seller and its Group, DoverAffiliates, on the one hand, or Apergyand the Company and the Company Subsidiaries, on the other hand, will use its respective commercially reasonable effortswould, or will cause any member of its Group to use its commercially reasonable effortsin compliance with applicable Law, to deliver, transfer or otherwise afford such benefit or payment obtain the benefits and assume the obligations and bear the economic burdens set forth pursuant to the other PartyShared Contract Allocation. (c) Notwithstanding anything to the contrary herein, the Parties have determined that it is advisable that certain Shared Contracts, or portions thereof, will be separated or assigned to a member of the Dover Group or Apergy Group, as applicable. The Parties shall use their commercially reasonable efforts to separate the Shared Contracts which are identified on Schedule 2.9(c)(i) into separate Contracts between the appropriate Third Party and either Apergy or a member of the Apergy Group or Dover or a member of the Dover Group. Dover or a member of the Dover Group will use commercially reasonable efforts to assign the rights and obligations, but only to the extent relating to the Apergy Business, under the Shared Contracts which are identified on Schedule 2.9(c)(ii) to Apergy or a member of the Apergy Group. The Parties agree to cooperate and provide reasonable assistance prior to the Effective Time and for a period of six months following the Effective Time (with no obligation on the part of either Party to pay any costs or fees with respect to such assistance) in effecting the separation or assignment of such Shared Contracts as described above.

Shared Contracts. (a) With Some contracts, agreements and leases relating to the Townsquare Stations or Cumulus Stations, as applicable, may be used in the operation of multiple stations or other business units (each, a “Shared Contract”). Schedule 1.3(a) sets forth all Shared Contracts relating to the Townsquare Stations that are material with respect to the applicable market, and Schedule 1.3(b) sets forth all Shared Contractual Liabilities pursuant to, under or Contracts relating to a given the Cumulus Stations that are material with respect to the applicable market. Except as provided by Schedule 1.2(c) or Schedule 1.2(d), as applicable, at the Closing, the rights and obligations under Shared Contract, such Shared Contractual Liabilities Contracts shall be allocated, unless otherwise equitably allocated pursuant to this Agreement or an Ancillary Agreement, between among stations and such other business units in a manner reasonably determined by the Parties as followsparties in accordance with the following equitable allocation principles: (i) first, if a Liability is incurred exclusively any allocation expressly set forth in respect of a benefit received by one Party or its Group, the Party or Group receiving such benefit Shared Contract shall be responsible for such Liabilitycontrol; (ii) secondif none, then any allocation previously made by the conveying party in the ordinary course of station operations shall control; (iii) if a Liability cannone, then the quantifiable proportionate benefit to be received by the parties after Closing shall control; and (iv) if not be exclusively allocated to one Party or its Group under clause (i) abovequantifiable, such Liability then reasonable accommodation shall be allocated among both Parties and their respective Groups based on the relative proportions of total benefit received (over the term of the Shared Contract, measured as of the date of allocation) under the relevant Shared Contract. Notwithstanding the foregoing, each Party and its Group shall be responsible for any or all Liabilities arising out of or resulting from such Party’s or Group’s breach of the relevant Shared Contractcontrol. (b) Except as otherwise expressly contemplated With respect to each such Shared Contract, (i) the parties shall cooperate with each other and each contract counterparty in such allocation, (ii) only the allocated portion of each such Shared Contract is included in the contracts to be assigned and assumed under this Agreement or an Ancillary Agreement(without need for further action), if Dover or any member of and (iii) the Dover Group, on the one hand, or Apergy or any member of the Apergy Group, on the other hand, receives any benefit or payment under any Shared Contract which was intended for the other Party or its Group, Dover, on the one hand, or Apergy, on the other hand, will use its respective commercially reasonable efforts, or will cause any member of its Group to use its commercially reasonable efforts, to deliver, transfer or otherwise afford such benefit or payment to the other Party. (c) Notwithstanding anything to the contrary herein, the Parties have determined that it is advisable that certain Shared Contracts, or portions thereof, will be separated or assigned to a member of the Dover Group or Apergy Group, as applicable. The Parties parties shall use their commercially reasonable efforts to separate ensure that such allocation shall occur by termination of the Shared Contracts Contract and execution of new contracts between each contract counterparty and each of Townsquare and Cumulus (but only if such contract is on terms at least as favorable than the existing contract), but shall include the allocated portion of such contracts will not include any group discounts or similar benefits specific to a party or its affiliates. Completion of documentation of any such allocation is not a condition to Closing; provided, however, that with respect to each such Shared Contract which are identified on Schedule 2.9(c)(iis not allocated at Closing pursuant to subsection (iii) into separate Contracts between of this Section 1.3(b), the appropriate Third Party parties shall cooperate to the extent feasible in effecting a lawful and either Apergy or a member commercially reasonable arrangement under which acquiring party shall receive the allocable benefits thereunder from and after Closing, and to the extent of the Apergy Group or Dover or a member allocable benefits received, the acquiring party shall pay and perform the conveying party’s obligations arising thereunder from and after Closing in accordance with its terms, until new documentation effecting the allocation described in this Section 1.3 is executed and delivered. With respect to each Shared Contract, each party shall be responsible for all costs associated with the portion allocated to such party, and shall indemnify and hold harmless the other party for any losses associated with the performance of such party for the Dover Group. Dover or a member portion allocated to such party. (c) In the event that the terms of any Shared Contract prohibits the Dover Group will allocation contemplated by this Section 1.3, the parties shall use commercially reasonable efforts to assign provide the rights benefits and obligations, but only to obligations of the extent relating to the Apergy Business, under portion of the Shared Contracts which are identified on Schedule 2.9(c)(iiContract that would have been allocated to a party hereunder but for any such prohibition. (d) Notwithstanding the foregoing, in no event shall a Shared Contract relate to Apergy any employees of Townsquare or a member of Cumulus, or the Apergy Group. The Parties agree to cooperate and provide reasonable assistance prior to the Effective Time and for a period of six months following the Effective Time marks (with no obligation on the part of either Party to pay or any costs or fees other rights with respect to such assistance) in effecting thereto): the separation or assignment of such Shared Contracts as described abovenames “Townsquare”, “Cumulus” and “Citadel”.

Shared Contracts. (a) With respect to Shared Contractual Liabilities pursuant to, under or relating to a given Shared Contract, such Shared Contractual Liabilities shall be allocated, unless otherwise allocated pursuant to this Agreement or an Ancillary Agreement, between the Parties as follows: (i) first, if a Liability is incurred exclusively in respect of a benefit received by one Party or its Group, the Party or Group receiving such benefit shall be responsible for such Liability; (ii) second, if a Liability cannot be exclusively allocated to one Party or its Group under clause (i) above, such Liability shall be allocated among both Parties and their respective Groups based on the relative proportions of total benefit received (over the term of the Shared Contract, measured as of the date of allocation) under the relevant Shared Contract. Notwithstanding the foregoing, each Party and its Group shall be responsible for any or all Liabilities arising out of or resulting from such Party’s or Group’s breach of the relevant Shared Contract. (b) Except as otherwise expressly contemplated in this Agreement or an Ancillary Agreement, if Dover Infrastructurco or any member of the Dover Infrastructurco Group, on the one hand, or Apergy Flowco or any member of the Apergy Flowco Group, on the other hand, receives any benefit or payment under any Shared Contract which was intended for the other Party or its Group, DoverInfrastructurco, on the one hand, or ApergyFlowco, on the other hand, will use its respective commercially reasonable efforts, or will cause any member of its Group to use its commercially reasonable efforts, to deliver, transfer or otherwise afford such benefit or payment to the other PartyParty in as efficient a manner as can be effected with commercially reasonable efforts. (c) Notwithstanding anything to the contrary herein, the Parties have determined that it is advisable that certain Shared Contracts, or portions thereof, will be separated or assigned to a member of the Dover Infrastructurco Group or Apergy Flowco Group, as applicable. The Parties shall use their commercially reasonable efforts to separate the Shared Contracts which are identified on Schedule 2.9(c)(i2.9(c) into separate Contracts between the appropriate Third Party and either Apergy Flowco or a member of the Apergy Flowco Group or Dover Infrastructurco or a member of the Dover Infrastructurco Group. Dover or a member of the Dover Group will use commercially reasonable efforts to assign the rights and obligations, but only to the extent relating to the Apergy Business, under the Shared Contracts which are identified on Schedule 2.9(c)(ii. (d) to Apergy or a member of the Apergy Group. The Parties agree to cooperate and provide reasonable assistance prior to the Effective Time and for a period of six twelve (12) months following the Effective Time (with no obligation on the part of either Party to pay any costs or fees with respect to such assistance) in effecting the separation or assignment of such Shared Contracts as described above.

Shared Contracts. (a) Any Contract with a Third Party that relates to both the NiSource Business and the Columbia Business (each such Contract, a “Shared Contract”) shall be handled as contemplated by Section 5.2(d) unless NiSource determines, in its sole discretion, that it is desirable to partially assign such Shared Contract as contemplated by Section 5.2(b) or to amend such Shared Contract as contemplated by Section 5.2(c). (b) If any Shared Contract can be partially assigned by its terms and NiSource determines, in its sole discretion, that it is so desirable with respect to such Shared Contract, NiSource shall assign such Shared Contract in part to Columbia, or another Columbia Party designated by Columbia, so that the Columbia Parties will be entitled to the benefits and rights relating to the Columbia Business and will assume their related portion of any Liabilities under such Shared Contract. If any such partial assignment requires the consent or approval of any Third Party or any other required action, the partial assignment of such Shared Contract shall be effected in accordance with the terms of this Agreement, if and when such consent or approval is obtained or such other required action has been taken. (c) If NiSource determines, in its sole discretion, that it is so desirable with respect to any Shared Contract, NiSource and Columbia shall, and shall cause the applicable NiSource Parties and Columbia Parties to, cooperate and use commercially reasonable efforts to enter into an arrangement with the counterparty to such Shared Contract to amend such Shared Contract so as to delete all obligations therefrom (i) to the extent that such obligations relate to the NiSource Business, and enter into a new Contract with the applicable counterparty which solely relates to the Columbia Business, on substantially equivalent terms and conditions as are then in effect under such Shared Contract, or (ii) to the extent that such obligations relate to the Columbia Business, and enter into a new Contract with the applicable counterparty which solely relates to the NiSource Business, on substantially equivalent terms and conditions as are then in effect under such Shared Contract. (d) With respect to each Shared Contractual Liabilities pursuant Contract that is not partially assigned or amended as contemplated by Section 5.2(b) or Section 5.2(c), NiSource and Columbia shall, and shall cause the applicable NiSource Parties and Columbia Parties to, cooperate in any lawful and reasonable arrangement, to the extent so permitted under or relating to a given Shared Contract, the terms of such Shared Contractual Liabilities shall be allocated, unless otherwise allocated pursuant to this Agreement or an Ancillary Agreement, between the Parties as followsContract and applicable Law: (i) firstto provide the applicable NiSource Party the benefits and obligations of any such Shared Contract with respect to the NiSource Business, if including subcontracting, licensing, sublicensing, leasing or subleasing to the NiSource Party any or all of the rights and obligations with respect to such Shared Contract with respect to the NiSource Business, including, to the extent applicable and appropriate, upon the request and at the sole cost and expense of NiSource, CPG or the applicable CPG Parties using commercially reasonable efforts and in a Liability commercially reasonable time-frame to pursue breach of warranty claims under such Shared Contract with respect to the NiSource Business on the applicable NiSource Parties’ behalf where such right to pursue a breach is incurred exclusively in respect of a benefit received by one Party or its Groupnot passed on to NiSource. In any such arrangement, the Party NiSource Parties will, with respect to that portion of the Shared Contract relating to the NiSource Business, (A) bear the sole responsibility for completion of the work or Group receiving such benefit shall provision of goods and services, (B) bear all Taxes with respect thereto or arising therefrom, (C) be solely entitled to all benefits thereof, economic or otherwise, including the receipt of all goods and services thereunder, (D) be solely responsible for any amounts due thereunder, any warranty or breach thereof, any repurchase, indemnity and service obligations thereunder and any damages related to termination of such Liability;Shared Contract, (E) promptly reimburse the reasonable costs and expenses of Columbia and the applicable Columbia Party related to such activities, (F) be entitled to continue to receive any correspondence or invoices delivered with respect to such Shared Contract and (G) be entitled to receive copies of all correspondence and invoices delivered to or by any Columbia Party with respect to such Shared Contract; and (ii) secondto provide the applicable Columbia Party the benefits and obligations of any such Shared Contract with respect to the Columbia Business, if including subcontracting, licensing, sublicensing, leasing or subleasing to the Columbia Party any or all of the rights and obligations with respect to such Shared Contract with respect to the Columbia Business including, to the extent applicable and appropriate, upon the request and at the sole cost and expense of CPG, NiSource or the applicable NiSource Parties using commercially reasonable efforts and in a Liability cannot be exclusively allocated commercially reasonable time-frame to one Party or its Group pursue breach of warranty claims under clause (i) above, such Liability shall be allocated among both Parties and their respective Groups based Shared Contract with respect to the CPG Business on the relative proportions of total benefit received (over applicable CPG Parties’ behalf where such right to pursue a breach is not passed on to CPG. In any such arrangement, the term Columbia Parties will, with respect to that portion of the Shared ContractContract relating to the Columbia Business, measured as (A) bear the sole responsibility for completion of the date work or provision of allocationgoods and services, (B) under bear all Taxes with respect thereto or arising therefrom, (C) be solely entitled to all benefits thereof, economic or otherwise, including the relevant Shared Contract. Notwithstanding the foregoingreceipt of all goods and services thereunder, each Party and its Group shall (D) be solely responsible for any amounts due thereunder, any warranty or breach thereof, any repurchase, indemnity and service obligations thereunder and any damages related to termination of such Shared Contract, (E) promptly reimburse the reasonable costs and expenses of NiSource and the applicable NiSource Party related to such activities and (F) be entitled to receive copies of all Liabilities arising out of correspondence and invoices delivered to or resulting from by any NiSource Party with respect to such Party’s or Group’s breach of the relevant Shared Contract. (be) Except as otherwise expressly With respect to each Shared Contract that is the subject of an arrangement contemplated in this Agreement or an Ancillary Agreementby Section 5.2(d), if Dover or any member NiSource, on behalf of itself and each of the Dover GroupNiSource Parties, shall indemnify, defend and hold harmless each of the Columbia Parties from and against any and all Expenses or Losses incurred or suffered by one or more of the Columbia Parties in connection with, relating to, arising out of or due to, directly or indirectly, that portion of the Shared Contract relating to the NiSource Business. With respect to each Shared Contract that is the subject of an arrangement contemplated by Section 5.2(d), Columbia, on the one hand, or Apergy or any member behalf of itself and each of the Apergy GroupColumbia Parties, on shall indemnify, defend and hold harmless each of the other handNiSource Parties from and against any and all Expenses or Losses incurred or suffered by one or more of the NiSource Parties in connection with, receives relating to, arising out of or due to, directly or indirectly, that portion of the Shared Contract relating to the Columbia Business. (f) No NiSource Party or Columbia Party shall be required to pay any benefit consideration to any Third Party in connection with implementing the arrangements contemplated by this Section 5.2. (g) The parties shall follow the procedures specified in Section 10.2 in the event of any dispute regarding the rights and obligations of the NiSource Parties or payment under the Columbia Parties with respect to any Shared Contract which was intended for that is the other Party or its Group, Dover, on the one hand, or Apergy, on the other hand, will use its respective commercially reasonable efforts, or will cause any member subject of its Group to use its commercially reasonable efforts, to deliver, transfer or otherwise afford such benefit or payment to the other Partyan arrangement contemplated by Section 5.2(d). (c) Notwithstanding anything to the contrary herein, the Parties have determined that it is advisable that certain Shared Contracts, or portions thereof, will be separated or assigned to a member of the Dover Group or Apergy Group, as applicable. The Parties shall use their commercially reasonable efforts to separate the Shared Contracts which are identified on Schedule 2.9(c)(i) into separate Contracts between the appropriate Third Party and either Apergy or a member of the Apergy Group or Dover or a member of the Dover Group. Dover or a member of the Dover Group will use commercially reasonable efforts to assign the rights and obligations, but only to the extent relating to the Apergy Business, under the Shared Contracts which are identified on Schedule 2.9(c)(ii) to Apergy or a member of the Apergy Group. The Parties agree to cooperate and provide reasonable assistance prior to the Effective Time and for a period of six months following the Effective Time (with no obligation on the part of either Party to pay any costs or fees with respect to such assistance) in effecting the separation or assignment of such Shared Contracts as described above.

Shared Contracts. (a) With Notwithstanding anything in this Agreement to the contrary, with respect to Shared Contractual Liabilities pursuant to, arising under or relating to a given any Shared Contract, such Shared Contractual Liabilities shall be allocated, unless otherwise allocated pursuant to this Agreement or an Ancillary Agreement, between the D▇▇▇ Parties, on the one hand, and the TreeHouse Parties on the other hand, as follows: (i) first, if a Liability is incurred exclusively in respect of a benefit received by one Party or its GroupParty, the Party or Group receiving such benefit shall be responsible for such Liability;; and (ii) second, if a Liability cannot be exclusively so allocated to one Party or its Group under clause (i) above), such Liability shall be allocated among both between the Parties and their respective Groups based on the relative proportions of total benefit received (over the term of the Shared Contract, measured as of the date of allocation) under the relevant Shared Contract. Notwithstanding the foregoing, each Party and its Group shall be responsible for any or and all Liabilities arising out of or resulting from such Party’s or Group’s its breach of the relevant Shared Contract. (b) Except as otherwise expressly contemplated in this Agreement or an Ancillary Agreement, if Dover or If any member of the Dover GroupD▇▇▇ Parties, on the one hand, or Apergy or any member of the Apergy GroupTreeHouse Parties, on the other hand, receives receive any benefit or payment under any Shared Contract which that was intended for the other Party, the Party receiving such benefit or its Group, Dover, on the one hand, or Apergy, on the other hand, payment will use its respective commercially reasonable efforts, or will cause any member of its Group to use its commercially reasonable efforts, efforts to deliver, transfer or otherwise afford such benefit or payment to the other Party. (c) Notwithstanding anything to the contrary herein, the Parties have determined that it is advisable that certain Shared Contracts, or portions thereof, will be separated or assigned to a member of the Dover Group or Apergy Group, as applicable. The Parties shall use their commercially reasonable efforts to separate the Shared Contracts which are identified on Schedule 2.9(c)(i) into separate Contracts between the appropriate Third Party and either Apergy or a member of the Apergy Group or Dover or a member of the Dover Group. Dover or a member of the Dover Group will use commercially reasonable efforts to assign the rights and obligations, but only to the extent relating to the Apergy Business, under the Shared Contracts which are identified on Schedule 2.9(c)(ii) to Apergy or a member of the Apergy Group. The Parties agree to cooperate and provide reasonable assistance prior to the Effective Time and for a period of six months following the Effective Time (with no obligation on the part of either Party to pay any costs or fees with With respect to such assistance) in effecting the separation or assignment of any Shared Contract that is transferred to TreeHouse pursuant to Section 2.1(h)(iv), TreeHouse shall exercise and exploit its rights under such Shared Contracts and take such other action as described abovemay be reasonably requested by D▇▇▇ and at D▇▇▇’▇ expense in order to place D▇▇▇ in the same position it would have been if such Contract had not been transferred as contemplated hereby on the Distribution Date. (d) With respect to any Shared Contract that is not transferred to TreeHouse pursuant to Section 2.1(h)(iv) and is instead retained by D▇▇▇, ▇▇▇▇ shall exercise and exploit its rights under such Shared Contracts and take such other action as may be reasonably requested by TreeHouse and at TreeHouse’s expense in order to place TreeHouse in the same position it would have been if such Contract had been transferred on the Distribution Date.

Shared Contracts. (ai) With At or prior to the Closing Date (unless waived or modified by the FTC with respect to any Shared Contractual Liabilities pursuant Contract), each of the Seller and the Purchaser shall, and shall cause their respective Affiliates to, cooperate to cause the Shared Contracts to be replaced with separate Contracts, as applicable (the “Replacement Contracts”), that provide that the Purchaser or its Affiliates receive contract rights and obligations under such Replacement Contracts that are substantially equivalent in the aggregate to those contract rights and obligations utilized by the Seller or its Affiliates under the Shared Contracts in the conduct of the Transferred Business prior to the Closing; provided that the Purchaser shall execute an assignment for any portion of a Shared Contract or establish, in the Purchaser’s name, a Replacement Contract between the Purchaser and the applicable counterparty for any such Shared Contract if the terms being offered by such counterparty are substantially equivalent in the aggregate to the current terms of such Shared Contract. (ii) The Purchaser and the Seller shall cooperate and provide each other with reasonable assistance in effecting such separation of the Shared Contracts. If the Purchaser and the Seller are not able to effect the separation of a Shared Contract in accordance with Section 1.03(b)(i) prior to the Closing and the FTC waives or modifies the requirement to do so, then, until any such Shared Contract is separated, to the extent permissible under applicable Law and under the terms of such Shared Contract, each of the Purchaser and the Seller shall (A) assume and perform the liabilities and obligations under such Shared Contract relating to its respective business or that of its Affiliates (and shall promptly reimburse the other party for any reasonable out-of-pocket expenses incurred by the other party or its Affiliates for liabilities and obligations under such Shared Contract not relating to the business of such other party or its Affiliates), allocated in accordance with this Section 1.03(b); (B) hold in trust for the benefit of the other party, and shall promptly forward to the other party, any monies or other benefits received pursuant to such Shared Contract relating to the respective businesses of the other party (or its Affiliates); and (C) use commercially reasonable efforts to institute alternative arrangements intended to put the parties in substantially the same economic position as if such Shared Contract were separated. (iii) All liabilities and obligations relating to a given Shared Contract, such Shared Contractual Liabilities shall be allocatedContract shall, unless otherwise allocated pursuant to this Agreement or an Ancillary Agreementa Replacement Contract, between be deemed to be (A) Assumed Liabilities to the Parties as follows: extent such liabilities and obligations relate to the Transferred Business and relate to and are required to be performed during periods from and after the Closing and (iB) first, if a Liability is incurred exclusively in respect of a benefit received by one Party Retained Liabilities to the extent they do not relate to the Transferred Business or its Group, they relate to the Party ownership or Group receiving such benefit shall be responsible for such Liability; (ii) second, if a Liability cannot be exclusively allocated to one Party or its Group under clause (i) above, such Liability shall be allocated among both Parties and their respective Groups based on the relative proportions of total benefit received (over the term operation of the Shared Contract, measured as of Transferred Business prior to the date of allocation) under the relevant Shared ContractClosing. Notwithstanding the foregoing, each Party and its Group party shall be solely responsible for any or and all Liabilities liabilities and obligations to the extent arising out of or resulting from relating to such Partyparty’s (or Group’s its Affiliates’) breach of the relevant any such Shared Contract. (b) Except as otherwise expressly contemplated in this Agreement ; provided that the Purchaser’s failure to comply with or an Ancillary Agreement, if Dover or satisfy any member Assumed Liabilities shall not be deemed a breach of the Dover Group, on the one hand, or Apergy or any member of the Apergy Group, on the other hand, receives any benefit or payment under any Shared Contract which was intended for by the other Party Seller or its Group, Dover, on the one hand, or Apergy, on the other hand, will use its respective commercially reasonable efforts, or will cause any member of its Group to use its commercially reasonable efforts, to deliver, transfer or otherwise afford such benefit or payment to the other PartyAffiliates. (c) Notwithstanding anything to the contrary herein, the Parties have determined that it is advisable that certain Shared Contracts, or portions thereof, will be separated or assigned to a member of the Dover Group or Apergy Group, as applicable. The Parties shall use their commercially reasonable efforts to separate the Shared Contracts which are identified on Schedule 2.9(c)(i) into separate Contracts between the appropriate Third Party and either Apergy or a member of the Apergy Group or Dover or a member of the Dover Group. Dover or a member of the Dover Group will use commercially reasonable efforts to assign the rights and obligations, but only to the extent relating to the Apergy Business, under the Shared Contracts which are identified on Schedule 2.9(c)(ii) to Apergy or a member of the Apergy Group. The Parties agree to cooperate and provide reasonable assistance prior to the Effective Time and for a period of six months following the Effective Time (with no obligation on the part of either Party to pay any costs or fees with respect to such assistance) in effecting the separation or assignment of such Shared Contracts as described above.

Shared Contracts. (a) Subject to Section 2.03(d) and other than with respect to the provision of Services under the Transition Services Agreement or other Shared Contracts that are addressed by any of the other Ancillary Agreements, from and after the Effective Date, AT&T shall use its reasonable efforts to make available to the Company Group until the Disposition Date the benefits and rights under Shared Contracts to the extent such benefits and rights have historically been and currently are provided to the Vrio Business. With respect to any Shared Contracts made available to the Company Group pursuant to this Section 2.03(a), (i) no Person in the Company Group shall take any action, or refrain from taking any action, if (A) such action or inaction is reasonably likely to or does result in a breach on the part of any Person in the AT&T Group under any Shared Contract and (B) such Person in the Company Group would otherwise be obligated to take or not take such action under the Shared Contract had such Person become severally liable under the Shared Contract at the Effective Date and (ii) each Person in the Company Group shall reasonably cooperate with AT&T and, at AT&T’s reasonable request, take such actions that are permissible and reasonably necessary or desirable to ensure that AT&T is able to perform its obligations constituting Shared Contract Liabilities under such Shared Contract. (b) With respect to Shared Contractual Contract Liabilities pursuant to, under or relating to a given Shared Contract, such Shared Contractual Contract Liabilities shall be allocated, unless otherwise allocated pursuant to this Agreement or an Ancillary Agreement, between the Parties parties as follows: : (i) first, if a Liability is incurred exclusively in respect of a benefit received by one Party party or its Group, the Party party or Group receiving such benefit shall be responsible for such Liability; Liability and (ii) second, if a Liability cannot be exclusively allocated to one Party party or its Group under clause (i) above, such Liability shall be allocated among both Parties parties and their respective Groups in the same manner as prior to the Effective Date or, in all other cases, based on the relative proportions of total benefit received (over the term of the Shared Contract, measured as of the date of allocation) under the relevant Shared Contract. Notwithstanding the foregoing, each Party party and its Group shall be responsible for any or all Liabilities arising out of or resulting from such Partyparty’s or Group’s breach of the relevant Shared Contract. (bc) Except as otherwise expressly contemplated in this Agreement or an Ancillary Agreement, if Dover If AT&T or any member of the Dover AT&T Group, on the one hand, or Apergy the Company or any member of the Apergy Company Group, on the other hand, receives any benefit or payment under any Shared Contract which was intended for the other Party party or its Group, DoverAT&T, on the one hand, or Apergythe Company, on the other hand, will use its respective commercially reasonable best efforts, or will cause any member of its Group to use its commercially reasonable best efforts, to deliver, transfer or otherwise afford such benefit or payment to the other Partyparty. (cd) Notwithstanding anything As of the Effective Date, it shall be the responsibility of the Company to use its reasonable best efforts to obtain the contrary hereinagreement of the third party that is the counterparty to each Shared Contract to enter into a new Contract in lieu of such Shared Contract effective no later than the Disposition Date. Except as expressly provided under any Ancillary Agreement, the Parties have determined that it is advisable that certain Shared Contracts, none of AT&T or portions thereof, will be separated or assigned to a any other member of the Dover AT&T Group or Apergy Group, as applicable. The Parties shall use their commercially reasonable efforts be obligated to separate make available to the Company Group the benefits and rights under any Shared Contracts which are identified on Schedule 2.9(c)(iafter the Disposition Date. In no event shall AT&T be liable to the Company for (i) into separate any Liabilities arising out of such new Contracts between the appropriate Third Party and either Apergy or a member (ii) Liabilities arising out of the Apergy Group or Dover or a member failure of the Dover Group. Dover or a member of the Dover Group will use commercially reasonable efforts Company to assign the rights and obligations, but only to the extent relating to the Apergy Business, under the Shared Contracts which are identified on Schedule 2.9(c)(ii) to Apergy or a member of the Apergy Group. The Parties agree to cooperate and provide reasonable assistance prior to the Effective Time and for a period of six months following the Effective Time (with no obligation on the part of either Party to pay obtain any costs or fees with respect to such assistance) in effecting the separation or assignment of such Shared Contracts as described abovereplacement contract.

Shared Contracts. (a) With respect to Shared Contractual Liabilities pursuant to, under or relating to a given any Shared Contract, such Shared Contractual Liabilities Buyer and Flame shall be allocated, unless otherwise allocated pursuant to this Agreement or an Ancillary Agreement, between the Parties as follows: (i) first, if a Liability is incurred exclusively in respect of a benefit received by one Party or its Group, the Party or Group receiving such benefit shall be responsible for such Liability; (ii) second, if a Liability cannot be exclusively allocated to one Party or its Group under clause (i) above, such Liability shall be allocated among both Parties and their respective Groups based on the relative proportions of total benefit received (over the term of the Shared Contract, measured as of the date of allocation) under the relevant Shared Contract. Notwithstanding the foregoing, each Party and its Group shall be responsible for any or all Liabilities arising out of or resulting from such Party’s or Group’s breach of the relevant Shared Contract. (b) Except as otherwise expressly contemplated in this Agreement or an Ancillary Agreement, if Dover or any member of the Dover Group, on the one hand, or Apergy or any member of the Apergy Group, on the other hand, receives any benefit or payment under any Shared Contract which was intended for the other Party or its Group, Dover, on the one hand, or Apergy, on the other hand, will use its respective commercially reasonable efforts, or will cause any member of its Group to use its commercially reasonable efforts, to deliver, transfer or otherwise afford such benefit or payment to the other Party. (c) Notwithstanding anything to the contrary herein, the Parties have determined that it is advisable that certain Shared Contracts, or portions thereof, will be separated or assigned to a member of the Dover Group or Apergy Group, as applicable. The Parties shall use their commercially reasonable efforts to separate the Shared Contracts which are identified on Schedule 2.9(c)(i) into separate Contracts between the appropriate Third Party and either Apergy or a member of the Apergy Group or Dover or a member of the Dover Group. Dover or a member of the Dover Group will use commercially reasonable efforts following the Closing to assign negotiate between themselves and with the applicable third party that is a party to such Shared Contract (the “Applicable Third Party”) the terms of a written agreement or a series of written agreements (collectively, the “Applicable Replacement Contract”) that will supersede and replace such Shared Contract, which Applicable Replacement Contract shall provide that (i) all of the rights and obligationsobligations of Flame and its Affiliates (including Parent) that otherwise would have accrued under such Shared Contract from and after the Closing, but only to the extent relating that such rights and obligations relate or pertain to any Product, any Transferred Asset or the Apergy Businessresearch, development, manufacture, sale or other commercialization of any Product or any Transferred Asset, shall solely be applicable to, and shall solely benefit and burden, as applicable, the Buyer, and shall not be applicable to, and shall not benefit or burden, Flame or any of its Affiliates (including Parent), (ii) Buyer shall assume and be responsible for any obligations or liabilities of Flame and its Affiliates (including Parent) under the such Shared Contracts which Contract that are identified on Schedule 2.9(c)(ii) to Apergy or a member accrued as of the Apergy Group. The Parties agree Closing Date or arose, accrued or otherwise relate to cooperate and provide reasonable assistance any period prior to the Effective Time Closing Date, but only to the extent that such obligations or liabilities relate or pertain to any Product, any Transferred Asset or the research, development, manufacture, sale or other commercialization of any Product or any Transferred Asset, and Flame and its Affiliates (including Parent) shall be released from any and all of such assumed obligations or liabilities, (iii) all of the rights and obligations of Flame and its Affiliates (including Parent) that otherwise would have accrued under such Shared Contract from and after the Closing, but only to the extent that such rights and obligations do not relate or pertain to any Product, any Transferred Asset or the research, development, manufacture, sale or other commercialization of any Product or any Transferred Asset, shall solely be applicable to, and shall solely benefit and burden, as applicable, Flame, and shall not be applicable to, and shall not benefit or burden, Buyer or any of its Affiliates, and (iv) Flame shall retain and be responsible for a any and all obligations or liabilities of Flame under such Shared Contract that are accrued as of the Closing Date or arose, accrued or otherwise relate to any period prior to the Closing Date, but only to the extent that such obligations or liabilities do not relate or pertain to any Product, any Transferred Asset or the research, development, manufacture, sale or other commercialization of six months any Product or any Transferred Asset. Promptly following the Effective Time Closing (and in no event more than 60 days following the Closing), Buyer and Flame shall execute and deliver each such Applicable Replacement Contract that has been negotiated by, and is in form and substance reasonably satisfactory (consistent with no obligation on the part foregoing provisions of either this Section 4.6) to, Buyer, Flame and the Applicable Third Party, and Buyer and Flame shall have used and shall use commercially reasonable efforts (consistent with the foregoing provisions of this Section 4.6) to cause the Applicable Third Party to pay any costs or fees with respect to such assistance) execute and deliver the Applicable Replacement Contract promptly following the Closing (and in effecting no event more than 60 days following the separation or assignment of such Shared Contracts as described aboveClosing).

Shared Contracts. (a) With respect to Shared Contractual Liabilities pursuant to, under or relating to a given Shared Contract, such Shared Contractual Liabilities shall be allocated, unless otherwise allocated pursuant to this Agreement or an Ancillary Agreement, between the Parties as follows: (i) first, if a Liability is incurred exclusively in respect of a benefit received by one Party or its Group, the Party or Group receiving such benefit shall be responsible for such Liability; (ii) second, if a Liability cannot be exclusively allocated to one Party or its Group under clause (i) above, such Liability shall be allocated among both Parties and their respective Groups based on the relative proportions of total benefit received (over the remaining term of the Shared Contract, measured starting as of the date of allocation) under the relevant Shared Contract. Notwithstanding the foregoing, each Party and its Group shall be responsible for any or all Liabilities arising out of or resulting from such Party’s or Group’s breach of the relevant Shared Contract. (b) Except as otherwise expressly contemplated in this Agreement or an Ancillary Agreement, if Dover Trinity or any member of the Dover Trinity Group, on the one hand, or Apergy Arcosa or any member of the Apergy Arcosa Group, on the other hand, receives any benefit or payment under any Shared Contract which was intended for the other Party or its Group, DoverTrinity, on the one hand, or ApergyArcosa, on the other hand, as applicable, will use its respective commercially reasonable efforts, or will cause any member of its Group to use its commercially reasonable efforts, to deliver, transfer Transfer or otherwise afford such benefit or payment to the other Party. (c) Notwithstanding anything to the contrary herein, the Parties have determined that it is advisable that certain Shared Contracts, or portions thereof, will be separated or assigned to a member of the Dover Trinity Group or Apergy the Arcosa Group, as applicable. The Parties shall use their commercially reasonable efforts to separate the Shared Contracts which are identified on Schedule 2.9(c)(i2.8(c)(i) into separate Contracts between the appropriate Third Party and either Apergy (i) Arcosa or a member of the Apergy Arcosa Group or Dover or a member of the Dover Group. Dover or a member of the Dover Group will use commercially reasonable efforts to assign the rights and obligations, but only to the extent relating to the Apergy Business, under the Shared Contracts which are identified on Schedule 2.9(c)(ii) to Apergy or a member of the Apergy Group. The Parties agree to cooperate and provide reasonable assistance prior to the Effective Time and for a period of six months following the Effective Time (with no obligation on the part of either Party to pay any costs or fees with respect to such assistance) in effecting the separation or assignment of such Shared Contracts as described above.or

Shared Contracts. (a1) With respect to Shared Contractual Liabilities pursuant to, under or relating to a given Shared Contract, such Shared Contractual Liabilities shall be allocated, unless otherwise allocated pursuant to this Agreement or an Ancillary Agreement, between the Parties as follows: (i) first, if a Liability is incurred exclusively in respect of a benefit received by one Party or its Group, the Party or Group receiving such benefit shall be responsible for such Liability; (ii) second, if a Liability cannot be exclusively allocated to one Party or its Group under clause (i) above, such Liability shall be allocated among both Parties and their respective Groups based on the relative proportions of total benefit received (over the remaining term of the Shared Contract, measured starting as of the date of allocation) under the relevant Shared Contract. Notwithstanding the foregoing, each Party and its Group shall be responsible for any or all Liabilities arising out of or resulting from such Party’s or Group’s breach of the relevant Shared Contract. (b2) Except as otherwise expressly contemplated in this Agreement or an Ancillary Agreement, if Dover Vinco or any member of the Dover Vinco Group, on the one hand, or Apergy Cryptyde or any member of the Apergy Cryptyde Group, on the other hand, receives any benefit or payment under any Shared Contract which was intended for the other Party or its Group, DoverVinco, on the one hand, or ApergyCryptyde, on the other hand, as applicable, will use its respective commercially reasonable efforts, or will cause any member of its Group to use its commercially reasonable efforts, to deliver, transfer Transfer or otherwise afford such benefit or payment to the other Party. (c3) Notwithstanding anything to the contrary herein, the Parties have determined that it is advisable that certain Shared Contracts, or portions thereof, will be separated or assigned to a member of the Dover Vinco Group or Apergy the Cryptyde Group, as applicable. The Parties shall use their commercially reasonable efforts to separate the Shared Contracts which are identified on Schedule 2.9(c)(i2.8(3)(i) into separate Contracts between the appropriate Third Party and either Apergy (i) Cryptyde or a member of the Apergy Cryptyde Group or Dover (ii) Vinco or a member of the Dover Vinco Group. Dover Vinco or a member of the Dover Vinco Group will use commercially reasonable efforts to assign the rights and obligations, but only to the extent relating to the Apergy Cryptyde Business, under the Shared Contracts which are identified on Schedule 2.9(c)(ii2.8(3)(ii) to Apergy Cryptyde or a member of the Apergy Cryptyde Group. The Parties agree to cooperate and provide reasonable assistance prior to the Effective Time and for a period of six (6) months following the Effective Time (with no obligation on the part of either Party to pay any costs or fees with respect to such assistance) in effecting the separation or assignment of such Shared Contracts as described above. (4) Each of Vinco and Cryptyde shall, and shall cause the members of their respective Group to, (i) treat for all Tax purposes the portion of each Shared Contract inuring to their respective Business as an Asset owned by, and/or a Liability of, as applicable, such Party, or the members of such Party’s Group, as applicable, not later than the Effective Time, and (ii) neither report nor take any Tax position (on a Tax Return or otherwise) inconsistent with such treatment (unless required by applicable Law or a good faith resolution of a Tax Contest).

Shared Contracts. (a) With respect to Shared Contractual Liabilities pursuant to, under or relating to a given Shared Contract, such Shared Contractual Liabilities shall be allocatedshall, unless otherwise allocated pursuant to this Agreement, a Local Purchase Agreement or an Ancillary Agreement, be allocated between ASD and the Parties Retained Subsidiaries, on the one hand, and each Buyer and its Subsidiaries, on the other hand, as follows: (i) first, if to the extent a Liability is incurred exclusively in respect of a benefit received by one Party the Excluded Businesses or its Groupthe B&K Business, the Party or Group receiving such benefit Liability shall be responsible for such determined to be a Retained Liability or an Assumed Liability;, respectively; and (ii) second, if to the extent a Liability cannot be exclusively so allocated to one Party or its Group under clause (i) above, such Liability shall be allocated among both Parties to ASD and their respective Groups the Retained Subsidiaries, on the one hand, and to such Buyer and its Subsidiaries, on the other hand, as the case may be, based on the relative proportions of total benefit received (over the term of the Shared Contract, measured as of up to the date of the allocation) by ASD and the Retained Subsidiaries, on the one hand, or such Buyer and its Subsidiaries, on the other hand, under the relevant Shared Contract. Notwithstanding the foregoing, each Party ASD, Americas Buyer and its Group International Buyer shall be responsible for any or all Liabilities arising out of or resulting from such Party’s their (or Group’s their respective Subsidiaries’) breach of the relevant Shared ContractContract to which this Section 7.24 otherwise pertains. (b) Except as otherwise expressly contemplated in this Agreement or an Ancillary Agreement, if Dover If ASD or any member of the Dover GroupRetained Subsidiary, on the one hand, or Apergy such Buyer or any member of the Apergy Groupits Subsidiaries, on the other hand, receives any benefit or payment under any Shared Contract which was intended for the other Party or its Groupparty, Dover, on the one hand, or Apergy, on the other hand, ASD and such Buyer will use its their respective commercially reasonable effortscommercial efforts to, or will and to cause any member of its Group to use its commercially reasonable effortstheir respective Subsidiaries to, to deliver, transfer or otherwise afford such benefit or payment to the other Partyparty. (c) Notwithstanding anything to the contrary herein, the Parties parties agree that the Shared Contracts listed on Section 7.24(c)(i) of the Seller’s Disclosure Schedule shall not be deemed to be B&K Assets hereunder. Without limiting the foregoing, the parties have determined that it is advisable that certain Shared Contracts, or portions thereof, will be separated or assigned to a member of the Dover Group or Apergy Group, as applicable. The Parties shall use their commercially reasonable efforts to separate the Shared Contracts which are identified on Schedule 2.9(c)(iSection 7.24(c)(ii) of the Seller’s Disclosure Schedule, be separated into separate Contracts between the appropriate Third Party third party and either Apergy the Excluded Businesses, the Americas B&K Business or a member of the Apergy Group or Dover or a member of the Dover Group. Dover or a member of the Dover Group will use commercially reasonable efforts to assign the rights and obligations, but only to the extent relating to the Apergy International B&K Business, under the Shared Contracts which are identified on Schedule 2.9(c)(ii) to Apergy or a member of the Apergy Group. The Parties parties agree to cooperate and provide reasonable assistance prior to the Effective Time and for a period of six months following the Effective Time Closing (with no obligation on the part of either Party party to pay any costs or fees with respect to such assistance) in effecting the separation or assignment of such Shared Contracts as described aboveContracts. (d) As used in this Section 7.24, each Buyers’ Subsidiaries shall include the B&K Companies.

Shared Contracts. (a) Subject to Section 2.10(d) and other than with respect to the provision of Services under the Transitional Services Agreement or Shared Contracts that are sublicensed to the Company and other Persons in the Company Group pursuant to the Patent and Know-How License Agreement (Pfizer as Licensor) or the Trademark and Copyright License Agreement, from and after the Effective Date, Pfizer may, in its sole discretion, make available to the Company Group the benefits and rights under Shared Contracts to the extent such benefits and rights have historically been and currently are provided to the Animal Health Business. With respect to any Shared Contracts made available to the Company Group pursuant to this Section 2.10(a), (i) no Person in the Company Group shall take any action, or refrain from taking any action, if (A) such action or inaction is reasonably likely to or does result in a breach on the part of any Person in the Pfizer Group under any Shared Contract and (B) such Person in the Company Group would otherwise be obligated to take or not take such action under the Shared Contract had such Person become severally liable under the Shared Contract at the Effective Date and (ii) each Person in the Company Group shall reasonably cooperate with Pfizer and, at Pfizer’s reasonable request, take such actions that are permissible and reasonably necessary or desirable to ensure that Pfizer is able to perform its obligations constituting Shared Contract Liabilities under such Shared Contract. (b) With respect to Shared Contractual Contract Liabilities pursuant to, under or relating to a given Shared Contract, such Shared Contractual Contract Liabilities shall be allocated, unless otherwise allocated pursuant to this Agreement or an Ancillary Agreement, between the Parties parties as follows: (i) first, if a Liability is incurred exclusively in respect of a benefit received by one Party party or its Group, the Party party or Group receiving such benefit shall be responsible for such Liability; Liability and (ii) second, if a Liability cannot be exclusively allocated to one Party party or its Group under clause (i) above, such Liability shall be allocated among both Parties parties and their respective Groups based on the relative proportions of total benefit received (over the term of the Shared Contract, measured as of the date of allocation) under the relevant Shared Contract. Notwithstanding the foregoing, each Party party and its Group shall be responsible for any or all Liabilities arising out of or resulting from such Partyparty’s or Group’s breach of the relevant Shared Contract. (bc) Except as otherwise expressly contemplated in this Agreement or an Ancillary Agreement, if Dover If Pfizer or any member of the Dover Pfizer Group, on the one hand, or Apergy the Company or any member of the Apergy Company Group, on the other hand, receives any benefit or payment under any Shared Contract which was intended for the other Party party or its Group, DoverPfizer, on the one hand, or Apergythe Company, on the other hand, will use its respective commercially reasonable efforts, or will cause any member of its Group to use its commercially reasonable efforts, to deliver, transfer or otherwise afford such benefit or payment to the other Partyparty. (cd) Notwithstanding anything It shall be the responsibility of the Company to obtain the agreement of the third party that is the counterparty to each Shared Contract to enter into a new Contract effective as of the Effective Date pursuant to which the Company and its Affiliates will receive substantially the same benefits provided by the Shared Contract to the contrary herein, the Parties have determined that it is advisable that certain Shared Contracts, or portions thereof, will be separated or assigned to a member of the Dover Group or Apergy Group, as applicable. The Parties shall use their commercially reasonable efforts to separate the Shared Contracts which are identified on Schedule 2.9(c)(i) into separate Contracts between the appropriate Third Party and either Apergy or a member of the Apergy Group or Dover or a member of the Dover Group. Dover or a member of the Dover Group will use commercially reasonable efforts to assign the rights and obligations, but only to the extent relating to the Apergy Business, under the Shared Contracts which are identified on Schedule 2.9(c)(ii) to Apergy or a member of the Apergy Group. The Parties agree to cooperate and provide reasonable assistance Animal Health Business prior to the Effective Time Date. Except as expressly provided under the Transitional Services Agreement, none of Pfizer or any other member of the Pfizer Group shall be obligated to make available to the Company Group the benefits and rights under any Shared Contracts. In no event shall Pfizer be liable to the Company for a period (i) any Liabilities arising out of six months such new Contracts or (ii) Liabilities arising out of the failure of the Company to obtain any replacement contract. (e) As promptly as practicable following the Effective Time Date, Pfizer shall calculate the aggregate balance of the cash, cash equivalents and short term investments of the Company Group (with no obligation the “Company Cash Balance”), as of the close of business on the part Effective Date after giving effect to the consummation of either Party the transactions contemplated in this Agreement to pay any costs occur on or fees with respect prior to the Effective Date, including the payment to Pfizer of the Contribution Payment. The calculation of Company Cash Balance shall be made by Pfizer in good faith and in its reasonable discretion and shall be final and binding on the Company. If the Company Cash Balance on the Effective Date was less than $300 million, then Pfizer shall, as promptly as practicable, contribute or otherwise transfer to the Company an amount equal to such assistance) in effecting deficit. The Company shall give Pfizer and its representatives access at all reasonable times to the separation or assignment of such Shared Contracts as described aboveCompany’s properties, books, records, working papers and personnel to the extent requested to calculate the Company Cash Balance.

Shared Contracts. (a) With Some contracts, agreements and leases relating to the Stations, may be used in the operation of multiple stations or other business units (each, a “Shared Contract”). Schedule 1.3(a) sets forth all Shared Contracts relating to the Stations and that are material with respect to the applicable market. Except as provided by Schedule 1.2(c), as applicable, at the Closing, the rights and obligations under Shared Contractual Liabilities pursuant to, under or relating to a given Shared Contract, such Shared Contractual Liabilities Contracts shall be allocated, unless otherwise equitably allocated pursuant to this Agreement or an Ancillary Agreement, between among stations and such other business units in a manner reasonably determined by the Parties as followsparties in accordance with the following equitable allocation principles: (i) first, if a Liability is incurred exclusively any allocation expressly set forth in respect of a benefit received by one Party or its Group, the Party or Group receiving such benefit Shared Contract shall be responsible for such Liabilitycontrol; (ii) secondif none, then any allocation previously made by Cumulus in the ordinary course of Station operations shall control; (iii) if a Liability cannone, then the quantifiable proportionate benefit to be received by the parties after Closing shall control; and (iv) if not be exclusively allocated to one Party or its Group under clause (i) abovequantifiable, such Liability then reasonable accommodation shall be allocated among both Parties and their respective Groups based on the relative proportions of total benefit received (over the term of the Shared Contract, measured as of the date of allocation) under the relevant Shared Contract. Notwithstanding the foregoing, each Party and its Group shall be responsible for any or all Liabilities arising out of or resulting from such Party’s or Group’s breach of the relevant Shared Contractcontrol. (b) Except as otherwise expressly contemplated With respect to each such Shared Contract, (i) the parties shall cooperate with each other and each contract counterparty in such allocation, (ii) only the allocated portion of each such Shared Contract is included in the contracts to be assigned and assumed under this Agreement or an Ancillary Agreement(without need for further action), if Dover or any member of and (iii) the Dover Group, on the one hand, or Apergy or any member of the Apergy Group, on the other hand, receives any benefit or payment under any Shared Contract which was intended for the other Party or its Group, Dover, on the one hand, or Apergy, on the other hand, will use its respective commercially reasonable efforts, or will cause any member of its Group to use its commercially reasonable efforts, to deliver, transfer or otherwise afford such benefit or payment to the other Party. (c) Notwithstanding anything to the contrary herein, the Parties have determined that it is advisable that certain Shared Contracts, or portions thereof, will be separated or assigned to a member of the Dover Group or Apergy Group, as applicable. The Parties parties shall use their commercially reasonable efforts to separate ensure that such allocation shall occur by termination of the Shared Contracts Contract and execution of new contracts between each contract counterparty and Cumulus (but only if such contract is on terms at least as favorable than the existing contract), but shall include the allocated portion of such contracts will not include any group discounts or similar benefits specific to a party or its affiliates. Completion of documentation of any such allocation is not a condition to Closing; provided, however, that with respect to each such Shared Contract which are identified on Schedule 2.9(c)(iis not allocated at Closing pursuant to subsection (iii) into separate Contracts between of this Section 1.3(b), the appropriate Third Party parties shall cooperate to the extent feasible in effecting a lawful and either Apergy or a member commercially reasonable arrangement under which acquiring party shall receive the allocable benefits thereunder from and after Closing, and to the extent of the Apergy Group or Dover or a member allocable benefits received, Townsquare shall pay and perform Cumulus’s obligations arising thereunder from and after Closing in accordance with its terms, until new documentation effecting the allocation described in this Section 1.3 is executed and delivered. With respect to each Shared Contract, each party shall be responsible for all costs associated with the portion allocated to such party, and shall indemnify and hold harmless the other party for any losses associated with the performance of such party for the Dover Group. Dover or a member portion allocated to such party. (c) In the event that the terms of any Shared Contract prohibits the Dover Group will allocation contemplated by this Section 1.3, the parties shall use commercially reasonable efforts to assign provide the rights benefits and obligations, but only to obligations of the extent relating to the Apergy Business, under portion of the Shared Contracts which are identified on Schedule 2.9(c)(iiContract that would have been allocated to a party hereunder but for any such prohibition. (d) Notwithstanding the foregoing, in no event shall a Shared Contract relate to Apergy any employees of Cumulus, or a member of the Apergy Group. The Parties agree to cooperate names “Cumulus” and provide reasonable assistance prior to the Effective Time and for a period of six months following the Effective Time “Citadel” (with no obligation on the part of either Party to pay or any costs or fees other rights with respect to such assistance) in effecting the separation or assignment of such Shared Contracts as described abovethereto).

Shared Contracts. (a) Subject to Section 2.10(d) and other than with respect to the provision of Services under the Transitional Services Agreement or Shared Contracts that are sublicensed to the Company and other Persons in the Company Group pursuant to the Patent and Know-How License Agreement (Pfizer as Licensor) or the Trademark and Copyright License Agreement, from and after the Effective Date, Pfizer may, in its sole discretion, make available to the Company Group the benefits and rights under Shared Contracts to the extent such benefits and rights have historically been and currently are provided to the Animal Health Business. With respect to any Shared Contracts made available to the Company Group pursuant to this Section 2.10(a), (i) no Person in the Company Group shall take any action, or refrain from taking any action, if (A) such action or inaction is reasonably likely to or does result in a breach on the part of any Person in the Pfizer Group under any Shared Contract and (B) such Person in the Company Group would otherwise be obligated to take or not take such action under the Shared Contract had such Person become severally liable under the Shared Contract at the Effective Date and (ii) each Person in the Company Group shall reasonably cooperate with Pfizer and, at Pfizer's reasonable request, take such actions that are permissible and reasonably necessary or desirable to ensure that Pfizer is able to perform its obligations constituting Shared Contract Liabilities under such Shared Contract. (b) With respect to Shared Contractual Contract Liabilities pursuant to, under or relating to a given Shared Contract, such Shared Contractual Contract Liabilities shall be allocated, unless otherwise allocated pursuant to this Agreement or an Ancillary Agreement, between the Parties parties as follows: : (i) first, if a Liability is incurred exclusively in respect of a benefit received by one Party party or its Group, the Party party or Group receiving such benefit shall be responsible for such Liability; Liability and (ii) second, if a Liability cannot be exclusively allocated to one Party party or its Group under clause (i) above, such Liability shall be allocated among both Parties parties and their respective Groups based on the relative proportions of total benefit received (over the term of the Shared Contract, measured as of the date of allocation) under the relevant Shared Contract. Notwithstanding the foregoing, each Party party and its Group shall be responsible for any or all Liabilities arising out of or resulting from such Party’s party's or Group’s 's breach of the relevant Shared Contract. (bc) Except as otherwise expressly contemplated in this Agreement or an Ancillary Agreement, if Dover If Pfizer or any member of the Dover Pfizer Group, on the one hand, or Apergy the Company or any member of the Apergy Company Group, on the other hand, receives any benefit or payment under any Shared Contract which was intended for the other Party party or its Group, DoverPfizer, on the one hand, or Apergythe Company, on the other hand, will use its respective commercially reasonable efforts, or will cause any member of its Group to use its commercially reasonable efforts, to deliver, transfer or otherwise afford such benefit or payment to the other Partyparty. (cd) Notwithstanding anything It shall be the responsibility of the Company to obtain the agreement of the third party that is the counterparty to each Shared Contract to enter into a new Contract effective as of the Effective Date pursuant to which the Company and its Affiliates will receive substantially the same benefits provided by the Shared Contract to the contrary herein, the Parties have determined that it is advisable that certain Shared Contracts, or portions thereof, will be separated or assigned to a member of the Dover Group or Apergy Group, as applicable. The Parties shall use their commercially reasonable efforts to separate the Shared Contracts which are identified on Schedule 2.9(c)(i) into separate Contracts between the appropriate Third Party and either Apergy or a member of the Apergy Group or Dover or a member of the Dover Group. Dover or a member of the Dover Group will use commercially reasonable efforts to assign the rights and obligations, but only to the extent relating to the Apergy Business, under the Shared Contracts which are identified on Schedule 2.9(c)(ii) to Apergy or a member of the Apergy Group. The Parties agree to cooperate and provide reasonable assistance Animal Health Business prior to the Effective Time Date. Except as expressly provided under the Transitional Services Agreement, none of Pfizer or any other member of the Pfizer Group shall be obligated to make available to the Company Group the benefits and rights under any Shared Contracts. In no event shall Pfizer be liable to the Company for a period (i) any Liabilities arising out of six months such new Contracts or (ii) Liabilities arising out of the failure of the Company to obtain any replacement contract. (e) As promptly as practicable following the Effective Time Date, Pfizer shall calculate the aggregate balance of the cash, cash equivalents and short term investments of the Company Group (with no obligation the "Company Cash Balance"), as of the close of business on the part Effective Date after giving effect to the consummation of either Party the transactions contemplated in this Agreement to pay any costs occur on or fees with respect prior to the Effective Date, including the payment to Pfizer of the Contribution Payment. The calculation of Company Cash Balance shall be made by Pfizer in good faith and in its reasonable discretion and shall be final and binding on the Company. If the Company Cash Balance on the Effective Date was less than $300 million, then Pfizer shall, as promptly as practicable, contribute or otherwise transfer to the Company an amount equal to such assistance) in effecting deficit. The Company shall give Pfizer and its representatives access at all reasonable times to the separation or assignment of such Shared Contracts as described aboveCompany's properties, books, records, working papers and personnel to the extent requested to calculate the Company Cash Balance.

Shared Contracts. (a) With respect to Shared Contractual Liabilities pursuant to, under or relating to a given Shared Contract, such Shared Contractual Liabilities shall be allocated, unless otherwise allocated pursuant to this Agreement or an Ancillary Agreement, between the Parties as follows: (i) first, if a Liability is incurred exclusively in respect any contracts of a benefit received by one Party Kellwood or its GroupAffiliates that are used in the operation of the Vince Business or any contracts of Vince or its Affiliates that are used in the operation of the Kellwood Business (“Shared Contracts”), at the Recipient’s (which Recipient may be Kellwood or Vince) request, the Party or Group receiving such benefit Service Provider shall be responsible for such Liability; (iiand shall cause the applicable Affiliate to) second, if a Liability cannot be exclusively allocated to one Party or its Group under clause (i) above, such Liability shall be allocated among both Parties and their respective Groups based on the relative proportions of total benefit received (over the term of the Shared Contract, measured as of the date of allocation) under the relevant Shared Contract. Notwithstanding the foregoing, each Party and its Group shall be responsible for any or all Liabilities arising out of or resulting from such Party’s or Group’s breach of the relevant Shared Contract. (b) Except as otherwise expressly contemplated in this Agreement or an Ancillary Agreement, if Dover or any member of the Dover Group, on the one hand, or Apergy or any member of the Apergy Group, on the other hand, receives any benefit or payment under any Shared Contract which was intended for the other Party or its Group, Dover, on the one hand, or Apergy, on the other hand, will use its respective commercially reasonable efforts, or will cause any member of its Group to use its commercially reasonable efforts, to deliver, transfer or otherwise afford such benefit or payment to the other Party. (c) Notwithstanding anything to the contrary herein, the Parties have determined that it is advisable that certain Shared Contracts, or portions thereof, will be separated or assigned to a member of the Dover Group or Apergy Group, as applicable. The Parties shall use their commercially reasonable efforts to separate the Shared Contracts which are identified on Schedule 2.9(c)(i) into separate Contracts between the appropriate Third Party and either Apergy or a member of the Apergy Group or Dover or a member of the Dover Group. Dover or a member of the Dover Group will use commercially reasonable efforts to assign assist the rights Recipient to obtain the agreement of any Third Party to such Shared Contract to the entering into of a new Contract with the Recipient pursuant to which the Recipient or its designated Affiliates will have access to the supplies or services covered by, and obligationsreceive any other benefit conferred by, but only such Shared Contract with respect to the Vince Business or Kellwood Business, as applicable. To the extent the foregoing is not possible or practical or in the event that the Third Party does not agree to enter into a new Contract with the Recipient or one of its designated Affiliates, at the Recipient’s request, the Parties shall, in each case to the extent relating to the Apergy Business, permitted under the applicable Shared Contracts Contract, design an arrangement pursuant to which are identified on Schedule 2.9(c)(ii) to Apergy the Recipient or a member its designated Affiliates will receive substantially all of the Apergy Group. The Parties agree material rights and benefits (and will assume and discharge their proportionate share of the obligations or be invoiced for such amounts pursuant to cooperate Article III and provide reasonable assistance prior to the Effective Time and for a period of six months following the Effective Time (with no obligation on the part of either Party to pay any costs or fees with respect to such assistanceas further described below) in effecting the separation or assignment of such Shared Contracts as described abovemay be received by the Vince Business or the Kellwood Business, as applicable, prior to the date hereof. Such an arrangement shall include the obligation of the Service Provider or the applicable Affiliate to forward (where possible and practical) supplies or services, as the case may be, received from such Shared Contract with respect to the Vince Business or Kellwood Business, as applicable, to the Recipient or its designated Affiliates in accordance with reasonable instructions from the Recipient, until the term of such Shared Contract terminates in accordance with its terms. The Recipient shall be invoiced by and reimburse the Service Provider or the applicable Affiliate for its proportionate share of the reasonable out-of-pocket and third party costs incurred with respect such Shared Contracts. For example, if a the total amount owed to a third party under a Shared Contract is $1,000 per month by the Service Provider and the Recipient receives 20% of the product, services or benefit of such Shared Contract the Recipient shall be invoiced by and reimburse the Service Provider in an amount equal to $200 per month.

Shared Contracts. (a) All contracts under which both Seller or an Affiliate of Seller, on the one hand, and the Company, on the other hand, share rights, benefits, duties or obligations (each, a “Shared Contract”) that are material are, to the knowledge of Seller, listed in Section 8.09 of the Seller Disclosure Schedule. With respect to Shared Contractual Liabilities any obligation or liability of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, whether arising before, on or after the Closing Date pursuant to, under or relating to a given any Shared ContractContract whether or not listed in Section 8.09 of the Seller Disclosure Schedule (the “Shared Contractual Liabilities”), such Shared Contractual Liabilities shall be allocated, unless otherwise allocated pursuant between Seller and the Company prior to this Agreement or an Ancillary Agreement, between and after the Parties Closing as follows: (i) first, if If a Liability liability is incurred exclusively in respect of a benefit received exclusively by one Party Seller (or its GroupAffiliates), on the one hand, or by the Company (or its Affiliates), on the other hand, the Party or Group party receiving such benefit shall be responsible for such Liability;liability. (ii) second, if If a Liability liability cannot be exclusively so allocated to one Party or its Group under clause (i) above), such Liability liability shall be allocated among both Parties and their respective Groups to Seller or the Company, as the case may be, based on the relative proportions of total benefit received (over the term of the Shared Contractrelevant contract, measured as of the date of the allocation) by such party or such party=s Affiliates under the relevant Shared Contract. Notwithstanding the foregoing, each Party of Seller and its Group the Company shall be responsible for any or all Liabilities liabilities arising out of from its (or resulting from such Party’s or Group’s its Affiliates’) breach of the any relevant Shared ContractContract to which this Section 8.09 otherwise pertains. (b) Except as otherwise expressly contemplated in this Agreement or an Ancillary Agreement, if Dover If Seller or any member of the Dover Groupits Affiliates, on the one hand, or Apergy Buyer or any member of its Affiliates (including the Apergy GroupCompany), on the other hand, receives any materials or information, benefit or payment which under any Shared Contract which was intended for the other Party or its Groupother, DoverSeller and Buyer will, on the one hand, or Apergy, on the other hand, will use its respective commercially reasonable efforts, or and will cause any member of its Group to use its commercially reasonable effortstheir respective Affiliates to, to deliverdeliver such materials or information, transfer or otherwise afford such benefit or payment to the other Partyparty. (c) Notwithstanding anything to the contrary herein, the Parties have determined that it is advisable that certain Shared Contracts, or portions thereof, will be separated or assigned to a member of the Dover Group or Apergy Group, as applicable. The Parties shall use their commercially reasonable efforts to separate the Shared Contracts which are identified on Schedule 2.9(c)(i) into separate Contracts between the appropriate Third Party and either Apergy or a member of the Apergy Group or Dover or a member of the Dover Group. Dover or a member of the Dover Group will use commercially reasonable efforts to assign the rights and obligations, but only to the extent relating to the Apergy Business, under the Shared Contracts which are identified on Schedule 2.9(c)(ii) to Apergy or a member of the Apergy Group. The Parties agree to cooperate and provide reasonable assistance prior to the Effective Time and for a period of six months following the Effective Time (with no obligation on the part of either Party to pay any costs or fees with respect to such assistance) in effecting the separation or assignment of such Shared Contracts as described above.

Shared Contracts. (a) With respect to Shared Contractual Liabilities pursuant to, under or relating to a given Shared Contract, such Shared Contractual Liabilities shall be allocated, unless otherwise allocated pursuant to this Agreement or an Ancillary Agreement, between the Parties as follows: (i) first, if a Liability is incurred exclusively in respect of a benefit received by one Party or its Group, the Party or Group receiving such benefit shall be responsible for such Liability; (ii) second, if a Liability cannot be exclusively allocated to one Party or its Group under clause (iSection 2.07(a)(i) above, such Liability shall be allocated among both Parties and their respective Groups based on the relative proportions of total benefit received (over the remaining term of the Shared Contract, measured starting as of the date of allocation) under the relevant Shared Contract. Notwithstanding the foregoing, each Party and its Group shall be responsible for any or all Liabilities arising out of or resulting from such Party’s or Group’s breach of the relevant Shared Contract. (b) Except as otherwise expressly contemplated in this Agreement or an Ancillary Agreement, if Dover ParentCo or any member of the Dover ParentCo Group, on the one hand, or Apergy SpinCo or any member of the Apergy SpinCo Group, on the other hand, receives any benefit or payment under any Shared Contract which was intended for the other Party or its Group, DoverParentCo, on the one hand, or ApergySpinCo, on the other hand, as applicable, will use its respective commercially reasonable efforts, or will cause any member of its Group to use its commercially reasonable efforts, to deliver, transfer Transfer or otherwise afford such benefit or payment to the other Party. (c) Notwithstanding anything to the contrary herein, if the Parties have determined that it is advisable that certain Shared Contracts, or portions thereof, will be separated or assigned to a member of the Dover ParentCo Group or Apergy the SpinCo Group, as applicable. The , the Parties shall use their commercially reasonable efforts to separate the Shared Contracts which are identified on Schedule 2.9(c)(i) into separate Contracts between the appropriate Third Party and either Apergy (i) SpinCo or a member of the Apergy SpinCo Group or Dover (ii) ParentCo or a member of the Dover ParentCo Group. Dover ParentCo or a member of the Dover ParentCo Group will use commercially reasonable efforts to assign the rights and obligations, but only to the extent relating to the Apergy SpinCo Business, under the such Shared Contracts which are identified on Schedule 2.9(c)(ii) to Apergy SpinCo or a member of the Apergy SpinCo Group. The Parties agree to cooperate and provide reasonable assistance prior to the Effective Time and for a period of six (6) months following the Effective Time (with no obligation on the part of either Party to pay any costs or fees with respect to such assistance) in effecting the separation or assignment of such Shared Contracts as described above. (d) Each of ParentCo and SpinCo shall, and shall cause the members of their respective Group to, (i) treat for all Tax purposes the portion of each Shared Contract inuring to their respective Business as an Asset owned by, and/or a Liability of, as applicable, such Party, or the members of such Party’s Group, as applicable, not later than the Effective Time, and (ii) neither report nor take any Tax position (on a Tax Return or otherwise) inconsistent with such treatment (unless required by applicable Law).

Shared Contracts. (a) With respect to Shared Contractual Liabilities pursuant to, under or relating to a given Shared Contract, such Shared Contractual Liabilities shall be allocated, unless otherwise allocated pursuant to this Agreement or an Ancillary Agreement, between Section 6.19(a) of the Parties as followsSeller Disclosure Letter sets forth each: (i) first, if Contract between a Liability is incurred exclusively in respect of a benefit received by one Party or its Group, the Party or Group receiving such benefit shall be responsible for such Liability; (ii) second, if a Liability cannot be exclusively allocated to one Party or its Group under clause (i) above, such Liability shall be allocated among both Parties and their respective Groups based on the relative proportions of total benefit received (over the term of the Shared Contract, measured as of the date of allocation) under the relevant Shared Contract. Notwithstanding the foregoing, each Party and its Group shall be responsible for any or all Liabilities arising out of or resulting from such Party’s or Group’s breach of the relevant Shared Contract. (b) Except as otherwise expressly contemplated in this Agreement or an Ancillary Agreement, if Dover or any member of the Dover Groupthird party, on the one hand, or Apergy and Seller or any member of the Apergy Groupits Affiliates (each, a “Seller Signatory”), on the other hand, receives any benefit or payment to which the Company is not a party, but under any Shared which the Company derives benefits (each, a “Company Beneficiary”) (the “Class A Contracts”); (ii) Contract which was intended for the other Party or its Group, Doverbetween a third party, on the one hand, or Apergyand the Company (each, a “Company Signatory”), on the other hand, will use its respective commercially reasonable efforts, to which the Seller or will cause any member of its Group Affiliates (excluding the Company) is not a party, but under which the Seller or any of its Affiliates (excluding the Company) derives benefits (each, a “Seller Beneficiary”) (the “Class B Contracts”); and (iii) Any Contract among (x) a third party, (y) the Seller or any of its Affiliates (excluding the Company) and (z) the Company (including any contracts pursuant to use which the assets or equity of the Company secure any Indebtedness or other obligations of the Seller or any of its commercially reasonable effortsAffiliates) (the “Class C Contracts”) (collectively with the Class A Contracts, to deliverthe Class B Contracts and the Class C Contracts, transfer or otherwise afford the “Shared Contracts”). For each such benefit or payment Shared Contract, Section 6.19(a) of the Seller Disclosure Letter also sets forth the action that shall be taken prior to the other Party. Closing so as to reflect the treatment of such contract at or following the Closing (c) Notwithstanding anything to the contrary herein, the Parties have determined that it is advisable that certain Shared Contracts, or portions thereof, will be separated or assigned to a member of the Dover Group or Apergy Group, as applicable“Agreed Upon Action”). The Parties shall use their commercially respective reasonable best efforts to separate the Shared Contracts which are identified cause to occur, on Schedule 2.9(c)(i) into separate Contracts between the appropriate Third Party and either Apergy or a member of the Apergy Group or Dover or a member of the Dover Group. Dover or a member of the Dover Group will use commercially reasonable efforts to assign the rights and obligations, but only to the extent relating to the Apergy Business, under the Shared Contracts which are identified on Schedule 2.9(c)(ii) to Apergy or a member of the Apergy Group. The Parties agree to cooperate and provide reasonable assistance prior to the Effective Time and for a period Closing, the Agreed Upon Action with respect to each Shared Contract; provided that none of six months following the Effective Time Seller or any of its Affiliates nor the Buyer or any of its Affiliates shall be required to compensate any third party, commence or participate in litigation or offer or grant any financial accommodation to any third party to obtain any consent or approval. (b) If, notwithstanding the efforts of the Parties pursuant to Section 6.19(a), the Parties are not capable of effecting the Agreed Upon Action with no obligation on respect to any Shared Contracts, then the part Closing shall (subject to the satisfaction or waiver of either Party to pay any costs or fees the conditions set forth in ARTICLE VII), proceed without the Agreed Upon Action with respect to such assistanceShared Contract. In the event that the Closing so proceeds without such Agreed Upon Action, then following the Closing, the Parties shall use their reasonable best efforts, and cooperate with each other, to obtain promptly such authorizations, approvals, consents or waivers as may be necessary to effect such action; provided, however, that neither Seller nor Buyer (nor any of their respective Affiliates) shall be required to pay any consideration for any such authorization, approval, consent or waiver. Pending such action, the Parties shall cooperate with each other in effecting any mutually agreeable, reasonable and lawful arrangements designed to provide to the separation or assignment applicable party with the benefits of such Shared Contract. To the extent that the parties are unable to effect the Agreed Upon Action with respect to any Shared Contracts following the Closing pursuant to this Section 6.19(b), then the Parties shall cooperate reasonably (and cause their Affiliates to reasonably cooperate) in an effort to find and enter into mutually agreeable alternative arrangements. (c) Following the Closing, to the extent that any: (1) Class A Contract or Class C Contract is the subject of a claim against a Seller Signatory due to an act or omission by a Company Beneficiary following the Closing, the Company shall promptly reimburse and indemnify, defend and hold harmless the Seller Signatory for any Damages relating to or arising out of such act or omission; (2) Class B Contract or Class C Contract is the subject of a claim against a Company Signatory due to an act or omission by a Seller Beneficiary, the Seller shall promptly reimburse and indemnify, defend and hold harmless the Company Signatory for any Damages relating to or arising out of such act or omission; or (3) Shared Contract is omitted from Section 6.19(a)of the Seller Disclosure Letter, the Parties agree to negotiate in good faith as described aboveto the termination, amendment, separation or other action to be taken, if any, with respect to such Shared Contract as the Parties may determine following the Closing, consistent with the terms of the Transition Shared Services Agreement (if applicable) relevant to such Contract; provided, however, that with regard to the foregoing clause (3) of this Section 6.19(c) neither the Seller or any of its Affiliates nor Buyer or any of its Affiliates shall be required to compensate any third party, commence or participate in litigation or offer or grant any financial accommodation to any third party, to obtain any consent or approval. Any indemnification obligations under this Section 6.19(c) shall be made pursuant to and subject to the limitations of ARTICLE IX.

Shared Contracts. (a) With respect Subject to Shared Contractual Liabilities applicable Law and without limiting the generality of the obligations set forth in Section 2.1, unless the Parties or the Separation Committee otherwise agree (it being understood and agreed that the Separation Committee consider in good faith any requests by the Company to consider alternative approaches) or the benefits of any Contract described in this Section 2.5 are expressly conveyed or provided to the applicable Party pursuant to this Agreement, the Merger Agreement or any other Transaction Document, from and after the date hereof until the date that is two (2) years after the Distribution Time, the Company shall, and after the Distribution Time, the Company, SpinCo and Parent, as applicable, shall, use commercially reasonable efforts to (x) assign in relevant part to the applicable member(s) of the applicable Group prior to, under on or relating after the Distribution Time, if so assignable, (y) appropriately amend prior to, on or after the Distribution Time, so that each Party or the member of its Group shall, as of the Distribution Time or as soon as practicable thereafter, be entitled to the rights and benefits, and shall assume the related portion of any Liabilities, inuring to the SpinCo Business or the Company Business, as applicable; provided, however, that (i) in no event shall any member of any Group be required to assign (or amend) any Shared Contract in its entirety or to assign a given portion of any Shared Contract which is not assignable (or cannot be amended) by its terms (including any terms imposing consents or conditions on an assignment where such consents or conditions have not been obtained or fulfilled); and (ii) if any Shared Contract cannot be so partially assigned by its terms or otherwise, or cannot be amended or if such assignment or amendment would impair the benefit the parties thereto derive from such Shared Contract, then the Parties shall, and shall cause each of the members of their respective Groups to, take such other reasonable and permissible actions (including by subcontracting, sublicensing, subleasing or back-to-back agreement or by providing prompt notice to the other Party with respect to any relevant claim of Liability or other relevant matters arising in connection with a Shared Contract so as to allow such other Party the ability to exercise any applicable rights under such Shared Contractual Liabilities shall Contract) to cause a member of the SpinCo Group or the Company Group, as the case may be, to receive the rights and benefits of that portion of each Shared Contract that relates to the SpinCo Business or the Company Business, as the case may be allocated(in each case, unless otherwise allocated to the extent so related), as if such Shared Contract had been assigned to a member of the applicable Group (or amended to allow a member of the applicable Group to exercise applicable rights under such Shared Contract) pursuant to this Agreement or an Ancillary AgreementSection 2.5, between and to bear the Parties as follows: (i) first, if a Liability is incurred exclusively in respect of a benefit received by one Party or its Group, the Party or Group receiving such benefit shall be responsible for such Liability; (ii) second, if a Liability cannot be exclusively allocated to one Party or its Group under clause (i) above, such Liability shall be allocated among both Parties and their respective Groups based on the relative proportions of total benefit received (over the term burden of the Shared Contractcorresponding Liabilities (including any Liabilities that may arise by reason of such arrangement), measured as if such Liabilities had been assumed by a member of the date of allocation) under the relevant Shared Contract. Notwithstanding the foregoing, each Party and its applicable Group shall be responsible for any or all Liabilities arising out of or resulting from such Party’s or Group’s breach of the relevant Shared Contractpursuant to this Section 2.5. (b) Except as otherwise expressly contemplated in this Agreement or an Ancillary Agreementrequired by applicable Law, if Dover or any member each of the Dover GroupCompany and SpinCo shall, on and shall cause the one handmembers of its Group to, (i) treat for all Tax purposes the portion of each Shared Contract inuring to its respective businesses as an Asset owned by, and/or a Liability of, as applicable, such Party, or Apergy or any member the members of the Apergy Group, on the other hand, receives any benefit or payment under any Shared Contract which was intended for the other Party or its Group, Doveras applicable, as of the Distribution Time, and (ii) neither report nor take any Tax position (on the one hand, a Tax Return or Apergy, on the other hand, will use its respective commercially reasonable efforts, or will cause any member of its Group to use its commercially reasonable efforts, to deliver, transfer or otherwise afford otherwise) inconsistent with such benefit or payment to the other Partytreatment. (c) Notwithstanding anything to the contrary herein, the Parties have determined that it is advisable that certain Shared Contracts, or portions thereof, will be separated or assigned to a Nothing in this Section 2.5 shall require any member of the Dover any Group or Apergy Group, as applicable. The Parties shall use their commercially reasonable efforts to separate the Shared Contracts which are identified on Schedule 2.9(c)(i) into separate Contracts between the appropriate Third Party and either Apergy or a member of the Apergy Group or Dover or a member of the Dover Group. Dover or a member of the Dover Group will use commercially reasonable efforts to assign the rights and obligations, but only make any non-de minimis payment (except to the extent relating advanced, assumed or agreed in advance to the Apergy Business, under the Shared Contracts which are identified on Schedule 2.9(c)(ii) to Apergy or a be reimbursed by any member of (x) the Apergy Parent Group. The Parties agree , with respect to cooperate and provide reasonable assistance members of the Company Group or, prior to the Effective Time and for a period of six months following Distribution, the Effective Time SpinCo Group or (with no obligation on y) the part of either Party to pay any costs or fees Company Group, with respect to such assistance) members of the Parent Group (including, following the Distribution, the SpinCo Group)), incur any non-de minimis obligation or grant any non-de minimis concession for the benefit of any member of any other Group in effecting the separation or assignment of such Shared Contracts as described aboveorder to effect any transaction contemplated by this Section 2.5.

Shared Contracts. (a) With respect to Shared Contractual Liabilities pursuant to, under or relating to a given Shared Contract, such Shared Contractual Liabilities shall be allocatedshall, unless otherwise allocated pursuant to this Agreement or an Ancillary Agreement, be allocated between Sellers, on the Parties one hand, and Purchasers, on the other hand, as follows: (i) first, if If a Liability is incurred exclusively in respect of a benefit received by one Party or its Groupthe Business, the Party or Group receiving such benefit Liability shall be responsible for such Liabilityallocated to Purchasers (in respect of the Business); (ii) second, if If a Liability cannot be exclusively so allocated to one Party or its Group under clause (i) above, such Liability shall be allocated among both Parties and their respective Groups to Sellers or Purchasers, as the case may be, based on the relative proportions of total benefit received (over the term of the Shared ContractContract remaining as of the Closing Date, measured as of the date of the allocation) by the Business under the relevant Shared ContractContract (such portion allocated to Sellers pursuant to this clause (ii), “Seller Shared Contract Liabilities”). Notwithstanding the foregoing, each Party of Sellers, on the one hand, and its Group Purchasers, on the other hand, shall be responsible for any or all Liabilities arising out of from its (or resulting from such Party’s or Group’s its Subsidiary’s) breach of the relevant Shared ContractContract to which this Section 5.22 otherwise pertains. (b) Except as otherwise expressly contemplated in this Agreement or an Ancillary Agreement, if Dover If Sellers or any member of the Dover Grouptheir Subsidiaries, on the one hand, or Apergy Purchasers or any member of their Subsidiaries (including the Apergy GroupTarget Companies and their Subsidiaries), on the other hand, receives any benefit or payment which under any Shared Contract which was intended for the other Party or its Groupother, Dover, on the one hand, or Apergy, on the other hand, Sellers and Purchasers will use its their respective commercially reasonable effortsbest efforts to, or will and to cause any member of its Group to use its commercially reasonable effortstheir respective Subsidiaries to, to deliver, transfer or otherwise afford deliver such benefit or payment to the other Partyparty net of any applicable Taxes. (c) Notwithstanding anything to the contrary herein, the Parties parties agree that the Shared Contracts listed on Section 5.22(c)(i) of the Disclosure Letter shall not be deemed to be primarily related to the Business or otherwise for the benefit of Purchasers, the Target Companies or their respective Subsidiaries for any purposes hereunder. Without limiting the foregoing, the parties have determined that it is advisable that certain Shared Contracts, or portions thereof, will be separated or assigned to a member of the Dover Group or Apergy Group, as applicable. The Parties shall use their commercially reasonable efforts to separate the Shared Contracts which are identified on Schedule 2.9(c)(iSection 5.22(c)(ii) of the Disclosure Letter, be separated into separate Contracts between the appropriate Third Party third party and either Apergy or a member of the Apergy Group or Dover or a member of the Dover Group. Dover or a member of the Dover Group will use commercially reasonable efforts to assign the rights and obligations, but only to the extent relating to the Apergy Business, under the Shared Contracts which are identified on Schedule 2.9(c)(ii) to Apergy or a member of the Apergy Group. The Parties parties agree to cooperate and provide reasonable assistance prior to the Effective Time and for a period of six months following the Effective Time Closing (with no obligation on the part of either Party party to pay any costs or fees with respect to such assistance) in effecting the separation or assignment of such Shared Contracts as described aboveContracts. (d) Notwithstanding anything to the contrary herein, nothing in this Section 5.22 shall be deemed to apply to or otherwise govern any arrangement otherwise expressly covered by the Interaffiliate Contracts, including the Master Subcontracting Print Arrangements. In the event and to the extent that there shall be a conflict between the provisions of this Agreement and the provisions of any Ancillary Agreement or Interaffiliate Contract, the Ancillary Agreement or Interaffiliate Contract shall control.

Shared Contracts. (ai) With respect ▇▇▇▇▇▇▇ (including on behalf of the other members of the ▇▇▇▇▇▇▇ Group) shall use reasonable best efforts to separate and cause the applicable member of the Newco Group to enter into new agreements with the counterparties to the ▇▇▇▇▇▇▇ Shared Contractual Liabilities pursuant to, under or relating Contracts prior to the Separation. Upon such separation of a given ▇▇▇▇▇▇▇ Shared Contract, such Shared Contractual Liabilities shall the separated Contract that is related to the Communications Business will be allocated, unless otherwise allocated pursuant a Newco Contract and the other separated Contract will be an Excluded Asset. To the extent that ▇▇▇▇▇▇▇ is unable or the counterparties are unwilling to this Agreement or an Ancillary Agreement, between the Parties as follows: (i) first, if a Liability is incurred exclusively in enter into agreements with respect of a benefit received by one Party or its Group, the Party or Group receiving such benefit shall be responsible for such Liability; (ii) second, if a Liability cannot be exclusively allocated to one Party or its Group under clause (i) above, such Liability shall be allocated among both Parties and their respective Groups based on the relative proportions of total benefit received (over the term of the any ▇▇▇▇▇▇▇ Shared Contract, measured as ▇▇▇▇▇▇▇ (or the applicable member of the date ▇▇▇▇▇▇▇ Group) will partially assign the Communications Business functions to Newco in the manner agreed to by the Parties (but only if such ▇▇▇▇▇▇▇ Shared Contract is assignable) and in the event that such partial assignment is not permitted by the terms of allocation) under the relevant applicable ▇▇▇▇▇▇▇ Shared Contract. Notwithstanding Contract or consented to by the foregoingapplicable counterparty, each Party and its ▇▇▇▇▇▇▇ shall use reasonable best efforts to provide for an alternative arrangement so that the applicable member of the Newco Group will have the benefits of such ▇▇▇▇▇▇▇ Shared Contract as though it had been partially assigned; provided, however, that no member of the ▇▇▇▇▇▇▇ Group shall be responsible required to make any payments (other than as provided for in the underlying Contract) to any third party in connection with the foregoing; provided, further, that ▇▇▇▇▇▇▇ shall obtain Newco’s express written consent prior to agreeing to any waiver, amendment, modification or all Liabilities arising out of or resulting from such Party’s or Group’s breach of the relevant Shared Contract. (b) Except as otherwise expressly contemplated in this Agreement or an Ancillary Agreement, if Dover or any member of the Dover Group, on the one hand, or Apergy or any member of the Apergy Group, on the other hand, receives any benefit or payment termination under any such ▇▇▇▇▇▇▇ Shared Contract which was intended for if such waiver, amendment, modification would have the other Party effect of limiting, restricting or its Group, Dover, on increasing the one hand, or Apergy, on the other hand, will use its respective commercially reasonable efforts, or will cause any member of its Group to use its commercially reasonable efforts, to deliver, transfer or otherwise afford such benefit or payment to the other Party. (c) Notwithstanding anything to the contrary herein, the Parties have determined that it is advisable that certain Shared Contracts, or portions thereof, will be separated or assigned costs to a member of the Dover Group Newco Group’s rights or Apergy Group, as applicableinterests under such ▇▇▇▇▇▇▇ Shared Contract in a materially disproportionate manner relative to ▇▇▇▇▇▇▇’▇ other businesses covered under such ▇▇▇▇▇▇▇ Shared Contract. Newco shall cooperate with ▇▇▇▇▇▇▇ in connection with the entering into of any new agreement or partial assignment. The Parties shall obligations set forth in the first sentence of this Section 1.08(c)(i) regarding ▇▇▇▇▇▇▇ use their commercially of reasonable best efforts to separate the and assign ▇▇▇▇▇▇▇ Shared Contracts which shall terminate on the eighteen (18) month anniversary of the Closing Date, and the obligations set forth in the remainder of this Section 1.08(c)(i), including the obligations of ▇▇▇▇▇▇▇ to use reasonable best efforts to provide for alternative arrangements, shall survive for the duration of the term of the applicable Contract (without any obligation to renew or extend). (ii) Newco (including on behalf of the other members of the Newco Group) shall use reasonable best efforts to separate and cause the applicable member of the ▇▇▇▇▇▇▇ Group to enter into new agreements with the counterparties to the Newco Shared Contracts prior to the Separation. Upon such separation of a Newco Shared Contract, the separated Contract that is related to the Communications Business will be a Newco Contract and the other separated Contract will be an Excluded Asset. To the extent that Newco is unable or the counterparties are identified on Schedule 2.9(c)(iunwilling to enter into agreements with respect to any Newco Shared Contract, Newco (or the applicable member of the Newco Group) into separate Contracts between will partially assign the appropriate Third Party non-Communications Business functions to ▇▇▇▇▇▇▇ in the manner agreed to by the Parties (but only if such Newco Shared Contract is assignable) and either Apergy in the event that such partial assignment is not permitted by the terms of the applicable Newco Shared Contract or consented to by the applicable counterparty, Newco shall use reasonable best efforts to provide for an alternative arrangement so that the applicable member of the ▇▇▇▇▇▇▇ Group will have the benefits of such Newco Shared Contract as though it had been partially assigned; provided, however, that no member of the Newco Group shall be required to make any payments (other than as provided for in the underlying Contract) to any third party in connection with the foregoing; provided, further, that Newco shall obtain National’s written consent prior to agreeing to any waiver, amendment, modification or termination under any such Newco Shared Contract if such waiver, amendment, modification or termination would have the effect of limiting, restricting or increasing the costs of a member of the Apergy Group ▇▇▇▇▇▇▇ Group’s rights or Dover interests under such Newco Shared Contract. ▇▇▇▇▇▇▇ shall cooperate with Newco in connection with the entering into of any new agreement or a member partial assignment. The obligations set forth in the first sentence of this Section 1.08(c)(ii) regarding Newco’s use of reasonable best efforts to separate and assign Newco Shared Contracts shall terminate on the eighteen (18) month anniversary of the Dover Group. Dover or a member Closing Date, and the obligations set forth in the remainder of this Section 1.08(c)(ii), including the obligations of Newco to use reasonable best efforts to provide for alternative arrangements, shall survive for the duration of the Dover Group will use commercially reasonable efforts to assign the rights and obligations, but only to the extent relating to the Apergy Business, under the Shared Contracts which are identified on Schedule 2.9(c)(ii) to Apergy or a member term of the Apergy Group. The Parties agree applicable Contract (without any obligation to cooperate and provide reasonable assistance prior to the Effective Time and for a period of six months following the Effective Time (with no obligation on the part of either Party to pay any costs renew or fees with respect to such assistance) in effecting the separation or assignment of such Shared Contracts as described aboveextend).

Shared Contracts. (a) With respect to Shared Contractual Liabilities pursuant relating to, under arising out of or relating to resulting from a given Shared Contract, such Shared Contractual Liabilities shall be allocated, unless otherwise allocated pursuant to this Agreement or an any Ancillary Agreement, between the Parties as follows: (i) first, if a Liability is incurred exclusively in respect of a benefit received by one Party or its Group, the Party or Group receiving such benefit shall be responsible for such Liability; (ii) second, if a Liability cannot be exclusively allocated to one Party or its Group under clause (i) above, such Liability shall be allocated among between both Parties and their respective Groups based on the relative proportions of total benefit received (over the remaining term of the Shared Contract, measured starting as of the date of allocation) under the relevant Shared Contract. Notwithstanding the foregoing, each Party and its Group shall be responsible for any or all Liabilities arising out of or resulting from such Party’s or Group’s breach of the relevant Shared Contract. (b) Except as otherwise expressly contemplated in this Agreement or an Ancillary Agreement, if Dover Crane Holdings, Co. (and, after the Effective Time, Crane NXT, Co.) or any member of the Dover Crane NXT Group, on the one hand, or Apergy Crane Company or any member of the Apergy Crane Company Group, on the other hand, receives any benefit or payment under any Shared Contract which was intended for the other Party or its Group, DoverCrane Holdings, Co. (and, after the Effective Time, Crane NXT, Co.), on the one hand, or ApergyCrane Company, on the other hand, as applicable, will use its respective commercially reasonable efforts, or will cause any member of its Group to use its commercially reasonable efforts, to deliver, transfer Transfer or otherwise afford such benefit or payment to the other Party. (c) Notwithstanding anything Each of Crane Holdings, Co. (and, after the Effective Time, Crane NXT, Co.) and Crane Company shall, and shall cause the members of its respective Group to, (i) treat for all Tax purposes the portion of each Shared Contract inuring to the contrary hereinits respective Businesses as an Asset owned by, the Parties have determined that it is advisable that certain Shared Contractsand/or a Liability of, as applicable, such Party, or portions thereof, will be separated or assigned to a member the members of the Dover Group or Apergy such Party’s Group, as applicable. The Parties shall use their commercially reasonable efforts to separate , not later than the Shared Contracts which are identified Effective Time, and (ii) neither report nor take any Tax position (on Schedule 2.9(c)(ia Tax Return or otherwise) into separate Contracts between the appropriate Third Party and either Apergy inconsistent with such treatment (unless required by applicable Law or a member good faith resolution of the Apergy Group or Dover or a member of the Dover Group. Dover or a member of the Dover Group will use commercially reasonable efforts to assign the rights and obligations, but only to the extent relating to the Apergy Business, under the Shared Contracts which are identified on Schedule 2.9(c)(ii) to Apergy or a member of the Apergy Group. The Parties agree to cooperate and provide reasonable assistance prior to the Effective Time and for a period of six months following the Effective Time (with no obligation on the part of either Party to pay any costs or fees with respect to such assistance) in effecting the separation or assignment of such Shared Contracts as described aboveTax Contest).

Shared Contracts. (a) With respect Prior to Closing, Truist and the Buyer Entities shall cooperate in good faith to determine a mutually acceptable plan for separating the Shared Contractual Liabilities pursuant toContracts, under or relating including to a given identify any Shared Contract, such Shared Contractual Liabilities Contracts that shall be allocated, unless otherwise allocated pursuant separated prior to this Agreement or an Ancillary Agreement, between Closing to the Parties as follows: (i) first, if a Liability is incurred exclusively in respect of a benefit received by one Party or its Group, the Party or Group receiving such benefit shall be responsible for such Liability; (ii) second, if a Liability cannot be exclusively allocated to one Party or its Group under clause (i) above, such Liability shall be allocated among both Parties Company Entities and their respective Groups based on the relative proportions of total benefit received (over the term of the Shared Contract, measured as of the date of allocation) under the relevant Shared Contract. Notwithstanding the foregoing, each Party Truist and its Group shall be responsible for any or all Liabilities arising out of or resulting from such Party’s or Group’s breach of Affiliates (other than the relevant Shared ContractCompany Entities). (b) Except as otherwise expressly contemplated set forth in this Agreement Section 5.27(b) or an Ancillary Agreementotherwise agreed in writing between Truist and the Buyer Entities, Truist shall use reasonable best efforts and cooperate with the Buyer entities to ensure that (i) each Shared Contract shall be assigned, transferred and conveyed to a Company Entity, in each case, only with respect to (and preserving the meaning of) those parts of such Shared Contract that relate to any Company Entity, if Dover so assignable, transferable or conveyable (including by “splitting” statements of work), (ii) a Company Entity enters into a replacement contract, purchase order or other agreement with the applicable counterparty (including by “cloning” any member master services agreement), or (iii) a reasonable and lawful arrangement designed to provide the Company Entities with the rights and benefit of those parts of the Dover GroupShared Contract that relate to such Company Entities, on including all related assets, licenses, services, and financial commitments to the one handextent primarily related to the Company Entities, and shall assume the burden of any liabilities to the extent related to the Company Entities; provided that (A) in no event shall any Person be required to assign (or Apergy amend), either in its entirety or any member of the Apergy Groupin part, on the other hand, receives any benefit or payment under any Shared Contract which was intended for if an attempted assignment or amendment, without the consent of, or other action by, any third party, would constitute a breach thereunder or in any way materially and adversely affect the rights of any Company Entity or Truist or any of their respective Affiliates thereunder, and (B) if any Shared Contract cannot be so partially assigned by its terms or otherwise, or cannot be separated or amended, without such consent or action, Truist shall (1) enforce in a commercially reasonable manner, any rights of the Company Entities under the Shared Contracts against any other Persons, (2) not waive any rights under such Shared Contracts (to the extent related to the Company Entities), (3) subject to the terms and conditions of such underlying contract, not terminate (or consent to be terminated by the counterparty) such Shared Contract except in connection with (x) the expiration of such Shared Contract in accordance with its terms or (y) a partial termination of such Shared Contract that would not impact any rights under such Shared Contract related to the Company Entities or cause any of the Company Entities to incur any liabilities, (4) not amend, modify or supplement such Shared Contract in a manner material and adverse to the Company Entities, taken as a whole, and (5) provide written notice (email being sufficient) to the applicable other Party as soon as reasonably practicable after receipt of any notice of breach received from a counterparty to any Shared Contract that would reasonably be expected to impact the Company Entities. Notwithstanding the foregoing, the Buyer Entities may elect for any Shared Contract not to be so assigned, transferred or its Group, Dover, on the one handconveyed to, or Apergyreplicated with respect to, on the Company Entities (or otherwise be the subject to this Section 5.27(b)) and to the extent Truist and its Affiliates (other handthan the Company Entities) have, will use in contemplation of this Agreement and prior to the date hereof, assigned, transferred and conveyed to a Company Entity a Shared Contract or that part of a Shared Contract that relates to a Company Entity and such Shared Contract or portion thereof is not terminable at will, the Buyer Entities shall have the right to, prior to Closing, require that Truist and its respective commercially reasonable efforts, or will cause any member of its Group to use its commercially reasonable efforts, to deliverAffiliates assign, transfer and convey such Shared Contract or otherwise afford such benefit or payment portion thereof to Truist and its Affiliates (other than the other PartyCompany Entities). (c) Notwithstanding anything Any costs, fees and expenses incurred by the parties hereto pursuant to the contrary herein, the Parties have determined that it is advisable that certain Shared Contracts, or portions thereof, will be separated or assigned this Section 5.27 with respect to a member of the Dover Group or Apergy Group, as applicable. The Parties shall use their commercially reasonable efforts to separate the Shared Contracts which are identified (i) set forth on Schedule 2.9(c)(iSection 5.27(a) into separate Contracts between the appropriate Third Party and either Apergy or a member of the Apergy Group Company Disclosure Schedule or Dover or a member (ii) assigned, transferred and conveyed to the Company Entities following Closing shall, in each case, be borne solely by Truist. Any costs, fees and expenses incurred by the parties hereto pursuant to this Section 5.27 with respect to the Shared Contract other than those set forth on Section 5.27(a) of the Dover Group. Dover or Company Disclosure Schedule and that are assigned, transferred and conveyed to a member of Company Entity prior to Closing shall be borne 50% by the Dover Group will use commercially reasonable efforts to assign Buyer Entities and 50% by Truist. (d) Without limiting the rights and foregoing obligations, but only to it is understood and agreed that the extent relating to the Apergy Business, under separation of the Shared Contracts which are identified on Schedule 2.9(c)(iishall not be a condition to any party’s obligation to consummate the Closing, and the failure (in and of itself) to Apergy or separate any Shared Contracts prior to Closing shall not be a member breach of any term of this Agreement (including for purposes of the Apergy Group. The Parties agree conditions to cooperate and provide reasonable assistance prior to the Effective Time and for a period of six months following the Effective Time (with no obligation on the part of either Party to pay any costs or fees with respect to such assistance) in effecting the separation or assignment of such Shared Contracts as described aboveClosing).

Shared Contracts. Prior to Closing, Seller and Buyer shall cooperate in good faith to determine a mutually acceptable plan for separating the Shared Contracts, including (a) With respect to identify any additional Shared Contractual Liabilities pursuant to, under or relating to a given Shared Contract, such Shared Contractual Liabilities Contracts that shall be allocated, unless otherwise allocated pursuant separated prior to this Agreement or an Ancillary Agreement, between the Parties as follows: (i) first, if a Liability is incurred exclusively in respect of a benefit received by one Party or its Group, the Party or Group receiving such benefit shall be responsible for such Liability; (ii) second, if a Liability cannot be exclusively allocated to one Party or its Group under clause (i) above, such Liability shall be allocated among both Parties Closing and their respective Groups based on the relative proportions of total benefit received (over the term of the Shared Contract, measured as of the date of allocation) under the relevant Shared Contract. Notwithstanding the foregoing, each Party and its Group shall be responsible for any or all Liabilities arising out of or resulting from such Party’s or Group’s breach of the relevant Shared Contract. (b) to seek to apportion any increased costs to the Company and Seller and its Affiliates (other than the Company) resulting from separating the Shared Contracts proportionally based on their respective allocated assets, licenses, services or financial commitments. Except as otherwise expressly contemplated set forth in this Agreement or an Ancillary Agreement, if Dover or any member of the Dover Group, on the one hand, or Apergy or any member of the Apergy Group, on the other hand, receives any benefit or payment under any Shared Contract which was intended for the other Party or its Group, Dover, on the one hand, or Apergy, on the other hand, will use its respective commercially reasonable efforts, or will cause any member of its Group to use its commercially reasonable efforts, to deliver, transfer Section 4.16 or otherwise afford such benefit or payment agreed in writing between Seller and Buyer and subject to the other Party. (c) Notwithstanding anything to the contrary hereinTransition Services Agreement and Day 1 Action Plan, the Parties have determined that it is advisable that certain Shared Contracts, or portions thereof, will be separated or assigned to a member of the Dover Group or Apergy Group, as applicable. The Parties parties hereto shall use their commercially reasonable efforts to separate procure that the above-mentioned Shared Contracts which are identified on Schedule 2.9(c)(i) into separate Contracts between Contract shall be assigned, transferred and conveyed to the appropriate Third Party and either Apergy Company, in each case, only with respect to those parts of such Shared Contract that primarily relate to the Company, if so assignable, transferable or a member of conveyable, or appropriately amended prior to the Apergy Group or Dover or a member of Closing, so that the Dover Group. Dover or a member of the Dover Group will use commercially reasonable efforts Company shall be entitled to assign the rights and obligationsbenefit of those parts of the Shared Contract and shall assume the portion of any liabilities, but only in each case, that relate primarily to the extent relating Company under such Shared Contract; provided, that (i) in no event shall any Person be required to assign (or amend), either in its entirety or in part, any Shared Contract if an attempted assignment or amendment, without the Apergy Businessconsent of, under or other action by, any third party, would constitute a breach thereunder or in any way adversely affect the Shared Contracts which are identified on Schedule 2.9(c)(ii) to Apergy or a member rights of the Apergy Group. The Parties agree to Company or Seller or any of their respective Affiliates thereunder, and (ii) if any Shared Contract cannot be so partially assigned by its terms or otherwise, or cannot be amended, without such consent or action, Seller and Buyer shall cooperate and provide reasonable assistance prior to the Effective Time and for in a period of six months following the Effective Time (with no obligation on the part of either Party to pay any costs or fees with respect to such assistance) in effecting the separation or assignment of such Shared Contracts as described above.mutually agreeable arrangement under

Shared Contracts. (a) With respect to Shared Contractual Liabilities pursuant From the Signing Date until the date that is 12 months following the Closing Date, Seller and Purchaser shall, and shall cause their respective Affiliates to, use their reasonable best efforts to work together (and, if necessary and desirable, to work with the third party to any Shared Contract) to divide, partially assign, modify or replicate (in whole or in part) the respective rights and obligations under or relating to a given and in respect of any Shared Contract, such Shared Contractual Liabilities shall be allocatedthat, unless otherwise allocated pursuant to this Agreement or an Ancillary Agreementfollowing the Closing, between the Parties as follows: (i) firstPurchaser, if an Affiliate of Purchaser or a Liability Group Company is the beneficiary of the rights and is solely responsible for the obligations under such Shared Contract to the extent such obligations are related to the Business (the “Purchaser Portion”), which rights shall be an asset of and which obligations shall be a liability of Purchaser, an Affiliate of Purchaser or a Group Company, and (ii) Seller or an Affiliate of Seller (other than a Group Company) is the beneficiary of the rights and is solely responsible for the obligations related to the Seller Business (the “Seller Portion”), which rights shall be an asset of and which obligations shall be a liability of Seller or an Affiliate of Seller (other than a Group Company). 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. From and after the Closing, Purchaser shall indemnify and hold harmless Seller and its Affiliates from any Losses and liabilities incurred exclusively by Seller or its Affiliates arising from or relating to the Purchaser Portion of any Shared Contract and Seller shall indemnify and hold harmless Purchaser, the Group Companies and their respective Affiliates for any Losses and liabilities incurred by Purchaser, the Group Companies or any of their respective Affiliates arising out of or relating to the Seller Portion of any Shared Contract. If Seller and Purchaser or their respective Affiliates, as applicable, are not able to enter into an arrangement to divide, partially assign, modify or replicate (in whole or in part) the rights and obligations under and in respect of a benefit received by one Party or its Groupany such Shared Contract prior to the Closing, the Party Closing shall, subject to the satisfaction (or, to the extent permitted by applicable Law, the waiver by the parties entitled to the benefit thereof) of the conditions set forth in Article VI (other than those conditions which by their terms are to be satisfied at the Closing but subject to the satisfaction at the Closing or waiver of such conditions), nonetheless take place on the terms set forth herein and, thereafter and until the earlier of (x) the date that is twelve (12) months following the Closing and (y) the date on which the division, partial assignment, modification or replication of such Shared Contract as described in this Section 5.18 is effected, Seller and Purchaser shall, and shall cause their respective Affiliates to, cooperate in any commercially reasonable arrangement to provide that (1) Purchaser, an Affiliate of Purchaser or a Group receiving Company shall receive the interest in the benefits and obligations of the Purchaser Portion under and in respect of such benefit Shared Contract and (2) Seller or an Affiliate of Seller (other than a Group Company) shall receive the interest in the benefits and obligations of the Seller Portion under and in respect of such Shared Contract. This Section 5.18(a) shall not apply to any Seller Shared Customer Contract or Purchaser Shared Customer Contract, which are governed by Section 5.18(a) and Section 5.18(b), respectively, and Section 5.18(c). (a) From the Signing Date until the Closing, Seller and Purchaser shall, and shall cause their respective Affiliates to, use their reasonable best efforts to work together (and, if necessary and desirable, to work with the third party to any Seller Shared Customer Contract) to divide, partially assign, modify or replicate (in whole or in part) the respective rights and obligations under and in respect of any Seller Shared Customer Contract, such that, following the Closing, (i) Purchaser, an Affiliate of Purchaser or a Group Company is the beneficiary of the rights and is solely responsible for the obligations under such Seller Shared Customer Contract to the extent such obligations are related to the Purchaser Portion of such Seller Shared Customer Contract, which rights shall be responsible for such Liability; an asset of and which obligations shall be a liability of Purchaser, an Affiliate of Purchaser or a Group Company, and (ii) secondSeller or an Affiliate of Seller (other than a Group Company) is the beneficiary of the rights and is solely responsible for the obligations related to the Seller Portion of such Seller Shared Customer Contract, if a Liability cannot be exclusively allocated to one Party or its Group under clause (i) above, such Liability which rights shall be allocated among both Parties an asset of and which obligations shall be a liability of Seller or an Affiliate of Seller (other than a Group Company). Nothing in this Agreement shall require the division, partial assignment, modification or replication of a Seller Shared Customer Contract unless and until any necessary Consents are obtained or made, as applicable. If Seller and Purchaser or their respective Groups based Affiliates, as applicable, are not able to enter into an arrangement to divide, partially assign, modify or replicate the rights and obligations under and in respect of any such Seller Shared Customer Contract prior to the Closing, the Closing shall, subject to the satisfaction (or, to the extent permitted by applicable Law, the waiver by the parties entitled to the benefit thereof) of the conditions set forth in Article VI (other than those conditions which by their terms are to be satisfied at the Closing but subject to the satisfaction at the Closing or waiver of such conditions), nonetheless take place on the relative proportions terms set forth herein and, unless Purchaser and Seller otherwise agree, thereafter and until the earlier of total benefit received (over x) the term date that is twelve (12) months following the Closing and (y) the date on which the subcontracting of the Purchaser Portion of such Seller Shared ContractCustomer Contract (the “Embedded Purchaser Portion”) to Purchaser, measured as an Affiliate of Purchaser or a Group Company is effected, Seller and Purchaser shall, and shall cause their respective Affiliates to, (1) use their reasonable best efforts to obtain the Consent of, or make the Consent to, the third party to such Seller Shared Customer Contract to the subcontracting of the date Embedded Purchaser Portion to Purchaser, an Affiliate of allocationPurchaser or a Group Company and (2) cooperate in any commercially reasonable arrangement to provide that Purchaser, an Affiliate of Purchaser or a Group Company shall receive the interest in the benefits and obligations of the Embedded Purchaser Portion under the relevant and in respect of such Seller Shared Customer Contract. Notwithstanding the foregoing, each Party if all required Consents to the subcontracting of the Embedded Purchaser Portion of any Seller Shared Customer Contract to Purchaser, an Affiliate of Purchaser or, after the Closing, a Group Company are obtained or made on or prior to the Closing Date, then Seller and Purchaser shall, and shall cause their respective applicable Affiliates to, enter into subcontracting arrangements on commercially reasonable terms mutually acceptable to Seller and Purchaser pursuant to which the Embedded Purchaser Portion of such Seller Shared Customer Contract shall be provided by Purchaser, an Affiliate of Purchaser or, after the Closing, a Group Company. Nothing in this Agreement shall require entering into a subcontracting arrangement with respect to the Embedded Purchaser Portion of a Seller Shared Customer Contract unless and until any necessary Consents are obtained or made, as applicable. From and after Closing, Purchaser shall indemnify and hold harmless Seller and its Affiliates from any Losses and liabilities incurred by Seller or its Affiliates arising from or relating to the Embedded Purchaser Portion of any Seller Shared Customer Contract and Seller shall indemnify and hold harmless Purchaser, the Group shall be responsible for Companies and their respective Affiliates from any Losses and liabilities incurred by Purchaser, the Group Companies or all Liabilities any of their respective Affiliates arising out of or resulting from relating to such Party’s or Group’s breach of Seller Shared Customer Contracts other than the relevant Shared ContractEmbedded Purchaser Portions thereof. (b) Except as otherwise expressly contemplated From the Signing Date until the Closing, Seller and Purchaser shall, and shall cause their respective Affiliates to, use their reasonable best efforts to work together (and, if necessary and desirable, to work with the third party to any Purchaser Shared Customer Contract) to divide, partially assign, modify or replicate (in whole or in part) the respective rights and obligations under and in respect of any Purchaser Shared Customer Contract, such that, following the Closing, (i) Seller or an Affiliate of Seller (other than a Group Company) is the beneficiary of the rights and is solely responsible for the obligations under such Purchaser Shared Customer Contract to the extent such obligations are related to the Seller Portion of such Purchaser Shared Customer Contract, which rights shall be an asset of and which obligations shall be a liability of Seller or an Affiliate of Seller (other than a Group Company), and (ii) Purchaser, an Affiliate of Purchaser or a Group Company is the beneficiary of the rights and is solely responsible for the obligations related to the Purchaser Portion of such Purchaser Shared Customer Contract, which rights shall be an asset of and which obligations shall be a liability of Purchaser, an Affiliate of Purchaser or a Group Company. Nothing in this Agreement shall require the division, partial assignment, modification or replication of a Purchaser Shared Customer Contract unless and until any necessary Consents are obtained or made, as applicable. If Seller and Purchaser or their respective Affiliates, as applicable, are not able to enter into an arrangement to divide, partially assign, modify or replicate the rights and obligations under and in respect of any such Purchaser Shared Customer Contract prior to the Closing, the Closing shall, subject to the satisfaction (or, to the extent permitted by applicable Law, the waiver by the parties entitled to the benefit thereof) of the conditions set forth in Article VI (other than those conditions which by their terms are to be satisfied at the Closing but subject to the satisfaction at the Closing or waiver of such conditions), nonetheless take place on the terms set forth herein and, unless Purchaser and Seller otherwise agree, thereafter and until the earlier of (x) the date that is twelve (12) months following the Closing and (y) the date on which the subcontracting of the Purchaser Portion of such Purchaser Shared Customer Contract (the “Embedded Seller Portion”) to Seller or an Ancillary AgreementAffiliate of Seller (other than a Group Company) is effected, Seller and Purchaser shall, and shall cause their respective Affiliates to, (1) use their reasonable best efforts to obtain the Consent of, or make the Consent to, the third party to such Purchaser Shared Customer Contract to the subcontracting of the Embedded Seller Portion to Seller or an Affiliate of Seller (other than a Group Company) and (2) cooperate in any commercially reasonable arrangement to provide that Seller or an Affiliate of Seller (other than a Group Company) shall receive the interest in the benefits and obligations of the Embedded Seller Portion under and in respect of such Purchaser Shared Customer Contract. Notwithstanding the foregoing, if Dover all required Consents to the subcontracting of the Embedded Seller Portion of any Purchaser Shared Customer Contract to Seller or an Affiliate of Seller (other than a Group Company) are obtained or made on or prior to the Closing Date, then Seller and Purchaser shall, and shall cause their respective applicable Affiliates to, enter into subcontracting arrangements on commercially reasonable terms mutually acceptable to Seller and Purchaser pursuant to which the Embedded Seller Portion of such Purchaser Shared Customer Contract shall be provided by Seller or an Affiliate of Seller (other than a Group Company). Nothing in this Agreement shall require entering into a subcontracting arrangement with respect to the Embedded Seller Portion of a Purchaser Shared Customer Contract unless and until any necessary Consents are obtained or made, as applicable. From and after the Closing, Seller shall indemnify and hold harmless Purchaser, the Group Companies and their respective Affiliates for any Losses and liabilities incurred by Purchaser, the Group Companies or any member of their respective Affiliates arising out of or relating to the Dover Group, on the one hand, or Apergy or Embedded Seller Portion of any member of the Apergy Group, on the other hand, receives Purchaser Shared Customer Contract and Purchaser shall indemnify and hold harmless Seller and its Affiliates from any benefit or payment under any Shared Contract which was intended for the other Party Losses and liabilities incurred by Seller or its Group, Dover, on Affiliates arising out of or relating to such Purchaser Shared Customer Contracts other than the one hand, or Apergy, on the other hand, will use its respective commercially reasonable efforts, or will cause any member of its Group to use its commercially reasonable efforts, to deliver, transfer or otherwise afford such benefit or payment to the other PartyEmbedded Seller Portions thereof. (c) Notwithstanding anything Nothing in this Section 5.18 shall require either Seller or Purchaser nor any their respective Affiliates to the contrary hereincontribute capital, the Parties have determined that it is advisable that certain Shared Contractspay or grant any consideration or concession in any form (including providing any letter of credit, guaranty or portions thereof, will be separated or assigned to a member of the Dover Group or Apergy Group, as applicable. The Parties shall use their commercially reasonable efforts to separate the Shared Contracts which are identified on Schedule 2.9(c)(i) into separate Contracts between the appropriate Third Party and either Apergy or a member of the Apergy Group or Dover or a member of the Dover Group. Dover or a member of the Dover Group will use commercially reasonable efforts to assign the rights and obligations, but only to the extent relating to the Apergy Business, under the Shared Contracts which are identified on Schedule 2.9(c)(iiother financial accommodation) to Apergy any Person (other than reasonable and documented out-of-pocket expenses, attorneys’ fees and recording or a member similar fees, all of which shall be reimbursed as promptly as reasonably practicable by the Apergy Groupparty on whose behalf such expenses and fees are incurred). The Parties agree For avoidance of doubt, reasonable and documented out-of-pocket expenses, attorneys’ fees and recording or similar fees shall not include any purchase price, license fee or other payment or consideration for the procurement of any asset secured to cooperate and provide reasonable assistance prior to replace an asset in the Effective Time and for a period course of six months following the Effective Time (with no obligation on the part of either Party to pay any costs Seller’s or fees with respect to such assistancePurchaser’s obligations under Section 5.18(a) in effecting the separation or assignment of such Shared Contracts as described aboveSection 5.18(b).

Shared Contracts. (a) With respect to Shared Contractual Liabilities pursuant From the date hereof until the date that is 12 months following the Closing Date, Seller and Purchaser shall, and shall cause their respective Affiliates to, use their reasonable best efforts to work together (and, if necessary and desirable, to work with the third party to any Shared Contract) to divide, partially assign, modify or replicate (in whole or in part) the respective rights and obligations under or relating to a given and in respect of any Shared Contract, such Shared Contractual Liabilities shall be allocatedthat, unless otherwise allocated pursuant to this Agreement or an Ancillary Agreementfollowing the Closing, between the Parties as follows: (i) firstPurchaser, if an Affiliate of Purchaser or a Liability Group Company is the beneficiary of the rights and is solely responsible for the obligations under such Shared Contract to the extent such obligations are related to the Business (the “Purchaser Portion”), which rights shall be an asset of and which obligations shall be a liability of Purchaser, an Affiliate of Purchaser or a Group Company, and (ii) Seller or an Affiliate of Seller (other than a Group Company) is the beneficiary of the rights and is solely responsible for the obligations related to the Seller Business (the “Seller Portion”), which rights shall be an asset of and which obligations shall be a liability of Seller or an Affiliate of Seller (other than a Group Company). 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. From and after the Closing, Purchaser shall indemnify and hold harmless Seller and its Affiliates from any Losses and liabilities incurred exclusively by Seller or its Affiliates arising from or relating to the Purchaser Portion of any Shared Contract and Seller shall indemnify and hold harmless Purchaser, the Group Companies and their respective Affiliates for any Losses and liabilities incurred by Purchaser, the Group Companies or any of their respective Affiliates arising out of or relating to the Seller Portion of any Shared Contract. If Seller and Purchaser or their respective Affiliates, as applicable, are not able to enter into an arrangement to divide, partially assign, modify or replicate (in whole or in part) the rights and obligations under and in respect of a benefit received by one Party or its Groupany such Shared Contract prior to the Closing, the Party Closing shall, subject to the satisfaction (or, to the extent permitted by applicable Law, the waiver by the parties entitled to the benefit thereof) of the conditions set forth in Article VI (other than those conditions which by their terms are to be satisfied at the Closing but subject to the satisfaction at the Closing or waiver of such conditions), nonetheless take place on the terms set forth herein and, thereafter and until the earlier of (x) the date that is twelve (12) months following the Closing and (y) the date on which the division, partial assignment, modification or replication of such Shared Contract as described in this Section 5.18 is effected, Seller and Purchaser shall, and shall cause their respective Affiliates to, cooperate in any commercially reasonable arrangement to provide that (1) Purchaser, an Affiliate of Purchaser or a Group receiving Company shall receive the interest in the benefits and obligations of the Purchaser Portion under and in respect of such benefit Shared Contract and (2) Seller or an Affiliate of Seller (other than a Group Company) shall receive the interest in the benefits and obligations of the Seller Portion under and in respect of such Shared Contract. This Section 5.18(a) shall not apply to any Seller Shared Customer Contract or Purchaser Shared Customer Contract, which are governed by Section 5.18(a) and Section 5.18(b), respectively, and Section 5.18(c). (a) From the date hereof until the Closing, Seller and Purchaser shall, and shall cause their respective Affiliates to, use their reasonable best efforts to work together (and, if necessary and desirable, to work with the third party to any Seller Shared Customer Contract) to divide, partially assign, modify or replicate (in whole or in part) the respective rights and obligations under and in respect of any Seller Shared Customer Contract, such that, following the Closing, (i) Purchaser, an Affiliate of Purchaser or a Group Company is the beneficiary of the rights and is solely responsible for the obligations under such Seller Shared Customer Contract to the extent such obligations are related to the Purchaser Portion of such Seller Shared Customer Contract, which rights shall be responsible for such Liability; an asset of and which obligations shall be a liability of Purchaser, an Affiliate of Purchaser or a Group Company, and (ii) secondSeller or an Affiliate of Seller (other than a Group Company) is the beneficiary of the rights and is solely responsible for the obligations related to the Seller Portion of such Seller Shared Customer Contract, if a Liability cannot be exclusively allocated to one Party or its Group under clause (i) above, such Liability which rights shall be allocated among both Parties an asset of and which obligations shall be a liability of Seller or an Affiliate of Seller (other than a Group Company). Nothing in this Agreement shall require the division, partial assignment, modification or replication of a Seller Shared Customer Contract unless and until any necessary Consents are obtained or made, as applicable. If Seller and Purchaser or their respective Groups based Affiliates, as applicable, are not able to enter into an arrangement to divide, partially assign, modify or replicate the rights and obligations under and in respect of any such Seller Shared Customer Contract prior to the Closing, the Closing shall, subject to the satisfaction (or, to the extent permitted by applicable Law, the waiver by the parties entitled to the benefit thereof) of the conditions set forth in Article VI (other than those conditions which by their terms are to be satisfied at the Closing but subject to the satisfaction at the Closing or waiver of such conditions), nonetheless take place on the relative proportions terms set forth herein and, unless Purchaser and Seller otherwise agree, thereafter and until the earlier of total benefit received (over x) the term date that is twelve (12) months following the Closing and (y) the date on which the subcontracting of the Purchaser Portion of such Seller Shared ContractCustomer Contract (the “Embedded Purchaser Portion”) to Purchaser, measured as an Affiliate of Purchaser or a Group Company is effected, Seller and Purchaser shall, and shall cause their respective Affiliates to, (1) use their reasonable best efforts to obtain the Consent of, or make the Consent to, the third party to such Seller Shared Customer Contract to the subcontracting of the date Embedded Purchaser Portion to Purchaser, an Affiliate of allocationPurchaser or a Group Company and (2) cooperate in any commercially reasonable arrangement to provide that Purchaser, an Affiliate of Purchaser or a Group Company shall receive the interest in the benefits and obligations of the Embedded Purchaser Portion under the relevant and in respect of such Seller Shared Customer Contract. Notwithstanding the foregoing, each Party if all required Consents to the subcontracting of the Embedded Purchaser Portion of any Seller Shared Customer Contract to Purchaser, an Affiliate of Purchaser or, after the Closing, a Group Company are obtained or made on or prior to the Closing Date, then Seller and Purchaser shall, and shall cause their respective applicable Affiliates to, enter into subcontracting arrangements on commercially reasonable terms mutually acceptable to Seller and Purchaser pursuant to which the Embedded Purchaser Portion of such Seller Shared Customer Contract shall be provided by Purchaser, an Affiliate of Purchaser or, after the Closing, a Group Company. Nothing in this Agreement shall require entering into a subcontracting arrangement with respect to the Embedded Purchaser Portion of a Seller Shared Customer Contract unless and until any necessary Consents are obtained or made, as applicable. From and after Closing, Purchaser shall indemnify and hold harmless Seller and its Affiliates from any Losses and liabilities incurred by Seller or its Affiliates arising from or relating to the Embedded Purchaser Portion of any Seller Shared Customer Contract and Seller shall indemnify and hold harmless Purchaser, the Group shall be responsible for Companies and their respective Affiliates from any Losses and liabilities incurred by Purchaser, the Group Companies or all Liabilities any of their respective Affiliates arising out of or resulting from relating to such Party’s or Group’s breach of Seller Shared Customer Contracts other than the relevant Shared ContractEmbedded Purchaser Portions thereof. (b) Except as otherwise expressly contemplated From the date hereof until the Closing, Seller and Purchaser shall, and shall cause their respective Affiliates to, use their reasonable best efforts to work together (and, if necessary and desirable, to work with the third party to any Purchaser Shared Customer Contract) to divide, partially assign, modify or replicate (in whole or in part) the respective rights and obligations under and in respect of any Purchaser Shared Customer Contract, such that, following the Closing, (i) Seller or an Affiliate of Seller (other than a Group Company) is the beneficiary of the rights and is solely responsible for the obligations under such Purchaser Shared Customer Contract to the extent such obligations are related to the Seller Portion of such Purchaser Shared Customer Contract, which rights shall be an asset of and which obligations shall be a liability of Seller or an Affiliate of Seller (other than a Group Company), and (ii) Purchaser, an Affiliate of Purchaser or a Group Company is the beneficiary of the rights and is solely responsible for the obligations related to the Purchaser Portion of such Purchaser Shared Customer Contract, which rights shall be an asset of and which obligations shall be a liability of Purchaser, an Affiliate of Purchaser or a Group Company. Nothing in this Agreement shall require the division, partial assignment, modification or replication of a Purchaser Shared Customer Contract unless and until any necessary Consents are obtained or made, as applicable. If Seller and Purchaser or their respective Affiliates, as applicable, are not able to enter into an arrangement to divide, partially assign, modify or replicate the rights and obligations under and in respect of any such Purchaser Shared Customer Contract prior to the Closing, the Closing shall, subject to the satisfaction (or, to the extent permitted by applicable Law, the waiver by the parties entitled to the benefit thereof) of the conditions set forth in Article VI (other than those conditions which by their terms are to be satisfied at the Closing but subject to the satisfaction at the Closing or waiver of such conditions), nonetheless take place on the terms set forth herein and, unless Purchaser and Seller otherwise agree, thereafter and until the earlier of (x) the date that is twelve (12) months following the Closing and (y) the date on which the subcontracting of the Purchaser Portion of such Purchaser Shared Customer Contract (the “Embedded Seller Portion”) to Seller or an Ancillary AgreementAffiliate of Seller (other than a Group Company) is effected, Seller and Purchaser shall, and shall cause their respective Affiliates to, (1) use their reasonable best efforts to obtain the Consent of, or make the Consent to, the third party to such Purchaser Shared Customer Contract to the subcontracting of the Embedded Seller Portion to Seller or an Affiliate of Seller (other than a Group Company) and (2) cooperate in any commercially reasonable arrangement to provide that Seller or an Affiliate of Seller (other than a Group Company) shall receive the interest in the benefits and obligations of the Embedded Seller Portion under and in respect of such Purchaser Shared Customer Contract. Notwithstanding the foregoing, if Dover all required Consents to the subcontracting of the Embedded Seller Portion of any Purchaser Shared Customer Contract to Seller or an Affiliate of Seller (other than a Group Company) are obtained or made on or prior to the Closing Date, then Seller and Purchaser shall, and shall cause their respective applicable Affiliates to, enter into subcontracting arrangements on commercially reasonable terms mutually acceptable to Seller and Purchaser pursuant to which the Embedded Seller Portion of such Purchaser Shared Customer Contract shall be provided by Seller or an Affiliate of Seller (other than a Group Company). Nothing in this Agreement shall require entering into a subcontracting arrangement with respect to the Embedded Seller Portion of a Purchaser Shared Customer Contract unless and until any necessary Consents are obtained or made, as applicable. From and after the Closing, Seller shall indemnify and hold harmless Purchaser, the Group Companies and their respective Affiliates for any Losses and liabilities incurred by Purchaser, the Group Companies or any member of their respective Affiliates arising out of or relating to the Dover Group, on the one hand, or Apergy or Embedded Seller Portion of any member of the Apergy Group, on the other hand, receives Purchaser Shared Customer Contract and Purchaser shall indemnify and hold harmless Seller and its Affiliates from any benefit or payment under any Shared Contract which was intended for the other Party Losses and liabilities incurred by Seller or its Group, Dover, on Affiliates arising out of or relating to such Purchaser Shared Customer Contracts other than the one hand, or Apergy, on the other hand, will use its respective commercially reasonable efforts, or will cause any member of its Group to use its commercially reasonable efforts, to deliver, transfer or otherwise afford such benefit or payment to the other PartyEmbedded Seller Portions thereof. (c) Notwithstanding anything Nothing in this Section 5.18 shall require either Seller or Purchaser nor any their respective Affiliates to the contrary hereincontribute capital, the Parties have determined that it is advisable that certain Shared Contractspay or grant any consideration or concession in any form (including providing any letter of credit, guaranty or portions thereof, will be separated or assigned to a member of the Dover Group or Apergy Group, as applicable. The Parties shall use their commercially reasonable efforts to separate the Shared Contracts which are identified on Schedule 2.9(c)(i) into separate Contracts between the appropriate Third Party and either Apergy or a member of the Apergy Group or Dover or a member of the Dover Group. Dover or a member of the Dover Group will use commercially reasonable efforts to assign the rights and obligations, but only to the extent relating to the Apergy Business, under the Shared Contracts which are identified on Schedule 2.9(c)(iiother financial accommodation) to Apergy any Person (other than reasonable and documented out-of-pocket expenses, attorneys’ fees and recording or a member similar fees, all of which shall be reimbursed as promptly as reasonably practicable by the Apergy Groupparty on whose behalf such expenses and fees are incurred). The Parties agree For avoidance of doubt, reasonable and documented out-of-pocket expenses, attorneys’ fees and recording or similar fees shall not include any purchase price, license fee or other payment or consideration for the procurement of any asset secured to cooperate and provide reasonable assistance prior to replace an asset in the Effective Time and for a period course of six months following the Effective Time (with no obligation on the part of either Party to pay any costs Seller’s or fees with respect to such assistancePurchaser’s obligations under Section 5.18(a) in effecting the separation or assignment of such Shared Contracts as described aboveSection 5.18(b).

Shared Contracts. (a) With respect to Shared Contractual Liabilities pursuant toEach of Seller and Buyer will, under or relating to a given Shared Contractin cooperation with the other, such Shared Contractual Liabilities shall be allocated, unless otherwise allocated pursuant to this Agreement or an Ancillary Agreement, between the Parties as follows: (i) first, if a Liability is incurred exclusively in respect of a benefit received by one Party or its Group, the Party or Group receiving such benefit shall be responsible for such Liability; (ii) second, if a Liability cannot be exclusively allocated to one Party or its Group under clause (i) above, such Liability shall be allocated among both Parties and their respective Groups based on the relative proportions of total benefit received (over the term of the Shared Contract, measured as of the date of allocation) under the relevant Shared Contract. Notwithstanding the foregoing, each Party and its Group shall be responsible for any or all Liabilities arising out of or resulting from such Party’s or Group’s breach of the relevant Shared Contract. (b) Except as otherwise expressly contemplated in this Agreement or an Ancillary Agreement, if Dover or any member of the Dover Group, on the one hand, or Apergy or any member of the Apergy Group, on the other hand, receives any benefit or payment under any Shared Contract which was intended for the other Party or its Group, Dover, on the one hand, or Apergy, on the other hand, will use its respective commercially reasonable efforts, or will cause any member of its Group to use its commercially reasonable efforts, efforts both before and after the Closing to deliver, transfer or otherwise afford such benefit or payment to effect the other Party. (c) Notwithstanding anything to assignment and assumption of the contrary herein, Shared Contract Rights and the Parties have determined that it is advisable that certain Shared Contracts, or portions thereof, will be separated or assigned Contract Obligations to a member of the Dover Group Company or Apergy Groupto Seller, as applicable. The Parties shall use their commercially reasonable efforts to separate the Shared Contracts which are identified on Schedule 2.9(c)(i) into separate Contracts between the appropriate Third Party applicable and either Apergy or a member of the Apergy Group or Dover or a member of the Dover Group. Dover or a member of the Dover Group will use commercially reasonable efforts to assign the rights as agreed by Seller and obligations, but only to the extent relating to the Apergy BusinessBuyer, under the Shared Contracts pursuant to this Agreement and the Transition Services Agreement by, among other things, amending the Shared Contracts to separately assign and assume the Shared Contract Rights and the Shared Contract Obligations to a Group Company or Seller, as applicable and as agreed by Seller and Buyer, and, if necessary or deemed desirable by Seller and Buyer, to execute new contracts with respect thereto; provided, that if commercially reasonable efforts require the payment of any consideration (monetary or otherwise) to, or the concession or provision of any right to, or the amendment or modification in any manner adverse to any Group Company or Seller, of any Shared Contract with, any third party, Seller and Buyer shall cooperate in good faith and assign any additional liabilities or benefits as a result of such assignment and assumption based upon a proportionate amount of the Shared Contract Rights and Shared Contract Obligations of each party as agreed in good faith between Buyer and Seller pursuant to the applicable Shared Contract. Buyer and Seller shall cooperate to mitigate any losses to any Group Company or Seller, as applicable, as a result of each party’s obligations pursuant to this Section 7.4. If any Shared Contract Rights to be assumed by a Group Company are not assigned to a Group Company prior to or on the Closing Date, and unless the parties otherwise agree in writing, during the remaining term of the applicable Shared Contract, not to exceed twelve (12) months, the Parties shall use their respective commercially reasonable efforts to allow the applicable Group Company, to the extent permitted by applicable Law and to the extent reasonably within the contractual or other ability or control of Seller or its Affiliates, as the case may be, to receive such Shared Contract Rights, subject to such Group Company’s satisfaction of all Shared Contract Obligations thereunder; provided, however, that the applicable Group Company shall reimburse Seller or its applicable Affiliate for any reasonable and documented out-of-pocket expenses (which shall not include, for the avoidance of doubt, any costs associated with personnel) incurred in connection with any such arrangement to the extent such services and costs are identified not otherwise contemplated by the Transition Services Agreement. If any Shared Contract Rights to be assumed by Seller are not assigned to Seller prior to or on the Closing Date, and unless the parties otherwise agree in writing, during the remaining term of the applicable Shared Contract, not to exceed twelve (12) months, the Parties shall use their respective commercially reasonable efforts to allow Seller, to the extent permitted by applicable Law and to the extent reasonably within the contractual or other ability or control of any Group Company or its Affiliates, as the case may be, to receive such Shared Contract Rights, subject to Seller’s satisfaction of all Shared Contract Obligations thereunder; provided, however, that Seller shall reimburse such Group Company or its applicable Affiliate for any reasonable and documented out-of-pocket expenses (which shall not include, for the avoidance of doubt, any costs associated with personnel) incurred in connection with any such arrangement to the extent such services and costs are not otherwise contemplated by the Transition Services Agreement. Notwithstanding the foregoing covenants of each Party contained in this Section 7.4, Buyer and Seller agree that the Shared Contracts set forth on Schedule 2.9(c)(ii) to Apergy or a member 7.4 of the Apergy Group. The Parties agree Company Disclosure Schedules shall be transferred to cooperate a Group Company and provide reasonable assistance prior to the Effective Time shall be an asset and for a period of six months following the Effective Time (with no obligation on the part of either Party to pay any costs or fees with respect to such assistance) in effecting the separation or assignment liability of such Shared Contracts as described aboveGroup Company.

Shared Contracts. (a1) With respect During the Interim Period, the Vendor Parent shall use commercially reasonable efforts to cause any Shared Contractual Liabilities pursuant toContract to be split into two separate contracts (such that the Vendor Parent or any of its Subsidiaries (other than a Purchased Entity) and the counterparty are a party to one and a Purchased Entity and the counterparty are a party to the other) or otherwise assigned, under amended and/or novated, as applicable, prior to or relating to a given Shared Contracton the Closing Date, such Shared Contractual Liabilities shall be allocated, unless otherwise allocated pursuant to this Agreement or an Ancillary Agreement, between that the Parties as follows: Vendor Parent and/or its Subsidiaries (i) first, if a Liability is incurred exclusively in respect of a benefit received by one Party or its Group, other than the Party or Group receiving such benefit shall be responsible for such Liability; (ii) second, if a Liability cannot be exclusively allocated to one Party or its Group under clause (i) above, such Liability shall be allocated among both Parties and their respective Groups based on the relative proportions of total benefit received (over the term of the Shared Contract, measured as of the date of allocation) under the relevant Shared Contract. Notwithstanding the foregoing, each Party and its Group shall be responsible for any or all Liabilities arising out of or resulting from such Party’s or Group’s breach of the relevant Shared Contract. (b) Except as otherwise expressly contemplated in this Agreement or an Ancillary Agreement, if Dover or any member of the Dover GroupPurchased Entities), on the one hand, or Apergy or any member of and the Apergy GroupPurchased Entities (as applicable), on the other hand, receives shall be entitled only to the rights and benefits, and shall assume or otherwise be liable for only the related portion of any Liabilities, enuring to the Vendor Business and the Coal Business, respectively; provided, however, that in no event shall this Section 5.14 require the Vendor Parent or any of its Subsidiaries to (a) make any non de minimis payment, incur any non de minimis Liability or grant any non de minimis concession for the benefit of any Person in order to effect any action contemplated by this Section 5.14(1); (b) assign, amend and/or novate any Shared Contract in its entirety or payment any portion of any Shared Contract which is not assignable (or cannot be amended or novated) by its terms (including any terms imposing consents or conditions on an assignment, amendment or novation where such consents or conditions have not been obtained or fulfilled), or (c) partially assign (or amend or novate) any Shared Contract if, in the opinion of the Vendor Parent, such assignment, amendment and/or novation could reasonably be expected to impair the benefit derived by the Vendor Parent or its Subsidiaries from such Shared Contract. For greater certainty, the separation, assignment, amendment and/or novation of Shared Contracts described in this Section 5.14(1) shall not be a condition to the Closing. (2) Notwithstanding Section 11.4, to the extent any Shared Contract to which no Purchased Entity is a party thereto cannot be separated, assigned, amended and/or novated prior to or on the Closing Date in accordance with Section 5.14(1), excluding, at the Vendor Parties' election, the Shared Contracts listed in Section 5.14(2) of the Disclosure Letter, the Vendor Parties shall to the extent (a) permitted by Law and the provisions of the applicable Shared Contract and (b) feasible under the provisions of the applicable Shared Contract, act after the Closing as the applicable Purchased Entities' agent to the extent that the Shared Contract relates to the Coal Business, or otherwise hold the benefit of the Shared Contract to that extent for, or provide the benefit of the Shared Contract to that extent to, the applicable Purchased Entities (via trust or any other form of commercial arrangement, including the on-sale of goods procured under the Shared Contract at cost), and shall cooperate, to the extent permitted by Law and the provisions of the applicable Shared Contract, with the Purchaser in any other reasonable arrangement designed to provide such benefits to the applicable Purchased Entities (collectively, "Shared Contract Agency Arrangements") until such time as the Shared Contract expires in accordance with its term or the portion of the Shared Contract relating to the Coal Business can be separated, assigned, amended and/or novated to, or for the benefit of, the applicable Purchased Entities, and all rights and obligations relating to the Coal Business under any Shared Contract subject to a Shared Contract Agency Arrangement will be deemed to be respectively Coal Assets and Coal Liabilities. The applicable Purchased Entities shall bear the costs incurred by a Vendor Party under the terms of any such Shared Contract to the extent that such costs are incurred in relation to the Coal Business pursuant to any such Shared Contract Agency Arrangement. To the extent any Shared Contract to which was intended for no Purchased Entity is a party thereto (a) cannot be separated, assigned, amended and/or novated prior to or on the Closing Date in accordance with Section 5.14(1), and (b) excluding, at the Vendor Parties' election, the Shared Contracts listed in Section 5.14(2) of the Disclosure Letter, cannot be made subject to a Shared Contract Agency Arrangement in accordance with this Section 5.14(2), such Shared Contract shall be deemed to be an Excluded Asset (and the Liabilities thereunder shall be deemed to be Excluded Liabilities). (3) To the extent any Shared Contract to which any Purchased Entity is a party thereto cannot be separated, assigned, amended and/or novated pursuant to Section 5.14(1) prior to or on the Closing Date: (i) all rights and obligations of the Vendor Parent and/or its applicable Subsidiaries (other Party than the Purchased Entities) in respect of such Shared Contract (or any portion thereof) shall remain with the Vendor Parent or such Subsidiaries, as applicable, and all such rights and obligations shall be deemed to be Excluded Assets and Excluded Liabilities, respectively; (ii) all rights and obligations of the applicable Purchased Entities in respect of such Shared Contract (or any portion thereof) shall remain with the applicable Purchased Entities, and all such rights and obligations shall be deemed to be Coal Assets and Coal Liabilities, respectively; and (iii) none of: (A) the Vendor Parent or any of its Group, Dover, Subsidiaries (on the one hand, ); or Apergy, (B) any of the Purchaser Parties or Purchased Entities (on the other hand), will use shall have any Liabilities (including any payment obligations) in connection with any such Shared Contract except to any third party who is party to such Shared Contract as provided under the provisions of such Shared Contract; provided that, in the case of the Vendor Parent and its respective commercially reasonable effortsSubsidiaries, or will each of them must ensure that it does not do anything to cause any member of the Purchaser Parties and/or Purchased Entities to incur any liability to a third party in relation to such Shared Contract and, in the case of the Purchaser Parties and/or Purchased Entities, each of them must ensure that it does not do anything to cause any of the Vendor Parent or any of its Group Subsidiaries (other than the Purchased Entities) to use its commercially reasonable efforts, incur any Liability to deliver, transfer or otherwise afford a third party in relation to such benefit or payment Shared Contract. This Section 5.14(3) is without prejudice to the other Partyliability of any party under any such Shared Contract to a third party under the terms of that arrangement. (c4) Notwithstanding anything The Vendor Parties shall, upon the Purchaser's reasonable request, (a) reasonably consult with the Purchaser and its Representatives from time to time regarding the contrary hereinseparation, the Parties have determined that it is advisable that certain Shared Contractsassignment, or portions thereofamendment, will be separated or assigned to a member novation and/or termination of the Dover Group or Apergy Group, as applicable. The Parties shall use their commercially reasonable efforts to separate the Shared Contracts which are identified on Schedule 2.9(c)(ipursuant to this Section 5.14; and (b) into separate Contracts between the appropriate Third Party and either Apergy or a member of the Apergy Group or Dover or a member of the Dover Group. Dover or a member of the Dover Group will use commercially reasonable efforts to assign facilitate discussions between the rights Purchaser and obligationsits Representatives (and the one hand) and the Vendor Parties' partners, but only to suppliers and service providers (on the extent relating to other hand) in connection with the Apergy Business, under the Shared Contracts which are identified on Schedule 2.9(c)(ii) to Apergy or a member Purchaser's transition and integration of the Apergy Group. The Parties agree to cooperate Coal Business and provide reasonable assistance prior to the Effective Time Coal Assets into the Purchaser group from and for a period of six months following the Effective Time (with no obligation on the part of either Party to pay any costs or fees with respect to such assistance) in effecting the separation or assignment of such Shared Contracts as described aboveafter Closing.

Shared Contracts. (a) With respect to Shared Contractual Liabilities pursuant to, under or relating to a given Shared Contract, such Shared Contractual Liabilities shall be allocatedshall, unless otherwise allocated pursuant to this Agreement or an Ancillary Agreement, be allocated between Parent and the Parties Retained Subsidiaries, on the one hand, and Buyer, Designated Buyers and their Subsidiaries, on the other hand, as follows: (i) first, if to the extent a Shared Contractual Liability is incurred exclusively in respect of a benefit received by one Party or its Groupthe Analytical Technologies Business, the Party or Group receiving such benefit Liability shall be responsible for such determined to be an Assumed Liability; (ii) second, if to the extent a Shared Contractual Liability is incurred exclusively in respect of a benefit received by the Excluded Businesses, such Liability shall be determined to be a Retained Liability; and (iii) third, to the extent a Shared Contractual Liability or portion thereof cannot be exclusively so allocated to one Party or its Group under clause (i) or (ii) above, such Liability shall be allocated among both Parties to Parent and the Retained Subsidiaries, on the one hand, and to Designated Buyers and their respective Groups Subsidiaries, on the other hand, as the case may be, based on the relative proportions of total benefit received (over the term of the Shared Contract, measured as of from the Closing Date up to the date of the allocation) by Parent and the Retained Subsidiaries, on the one hand, or Designated Buyers and their Subsidiaries, on the other hand, under the relevant Shared Contract. Notwithstanding the foregoing, Sellers, on the one hand, and Buyer, on the other hand, each Party and its Group shall be responsible for any or all Liabilities arising out of or resulting from such Party’s their (or Group’s their respective Subsidiaries') breach of the relevant Shared ContractContract to which this Section 7.19 otherwise pertains, it being understood that Sellers shall be responsible for all such breaches prior to Closing. (b) Except as otherwise expressly contemplated in this Agreement or an Ancillary Agreement, if Dover If Sellers or any member of the Dover GroupRetained Subsidiary, on the one hand, or Apergy any Designated Buyers or any member of the Apergy Grouptheir respective Subsidiaries, on the other hand, receives any benefit or payment under any Shared Contract which was intended for the other Party or its Groupparty, Dover, on the one hand, or Apergy, on the other hand, Sellers and Buyer will use its their respective commercially reasonable effortscommercial efforts to, or will and to cause any member of its Group to use its commercially reasonable effortstheir respective Subsidiaries to, to deliver, transfer or otherwise afford such benefit or payment to the other Partyparty. (c) A complete and accurate list of Shared Contracts that directly benefit the Analytical Technology Business prior to Closing, but which will not continue to directly benefit the Analytical Technology Business at or after Closing is set forth on Section 7.19(c)(i) of the Sellers' Disclosure Schedule. A complete list of Shared Contracts that directly benefit the Analytical Technology Business and which will continue to directly benefit the Analytical Technology Business at or after Closing (which excludes Shared Contracts provided under the Transition Services Agreement) is set forth on Section 7.19(c)(ii) of the Sellers' Disclosure Schedule. Notwithstanding anything to the contrary herein, the Parties parties agree that the Shared Contracts, a complete list of which is set forth on Section 7.19(c)(i) and Section 7.19(c)(ii) of the Sellers' Disclosure Schedule, shall not be deemed to be Analytical Technologies Assets hereunder. From and after the Closing and until the expiration (including the expiration of the maximum time permitted under the applicable Contract for splitting) or splitting of the relevant Shared Contract and/or the Designated Buyer obtaining the relevant benefit, service or right from another source, Sellers shall, and shall cause their Affiliates to, make available to the relevant Designated Buyer for use in the conduct of the Analytical Technologies Business such benefits, services and rights (subject to the recipient being responsible for the corresponding Shared Contractual Liability) under each Shared Contract set forth on Section 7.19(c)(ii) of the Sellers' Disclosure Schedule as were provided to the Analytical Technologies Business in the manner in which it was conducted on the date hereof and as of Closing. Without limiting the foregoing, the parties have determined that it is advisable that certain Shared Contracts, or portions thereof, will be separated or assigned to a member of the Dover Group or Apergy Group, as applicable. The Parties shall use their commercially reasonable efforts to separate the Shared Contracts which are identified on Schedule 2.9(c)(iSection 7.19(c)(iii) of the Sellers' Disclosure Schedule, be separated into separate Contracts between the appropriate Third Party third party and either Apergy the Excluded Businesses or a member of the Apergy Group or Dover or a member of the Dover Group. Dover or a member of the Dover Group will use commercially reasonable efforts to assign the rights Analytical Technologies Business, and obligations, but only that to the extent relating to provided on Section 7.19(c)(iii) of the Apergy BusinessSellers' Disclosure Schedule, under the Sellers and Buyer shall share the Shared Contracts which are identified Contractual Liabilities as set forth on Schedule 2.9(c)(ii) to Apergy or a member of the Apergy Groupsuch schedule. The Parties parties agree to cooperate in good faith and provide reasonable assistance to each other prior to the Effective Time and for a period of six months following the Effective Time Closing (with no obligation on the part of either Party party to pay any costs or fees or commence any litigation or other proceeding with respect to such assistance) in effecting seeking to effect the separation or assignment of such Shared Contracts as described aboveContracts. (d) As used in this Section 7.19, Buyer's Subsidiaries shall, after the Closing, include the Analytical Technologies Companies.

Shared Contracts. (a) With respect Except as set forth on Section 2.04 of the Disclosure Letter and subject to Shared Contractual Liabilities pursuant the other provisions of Section 2.01(d) and Article III, the Parties shall, and shall cause the members of their respective Groups to, use their respective reasonable best efforts to work together in an effort to divide, partially assign, modify or replicate (in whole or in part) the respective rights and obligations under or relating to a given and in respect of any Shared Contract, in each case as Parent shall determine in its sole discretion, such Shared Contractual Liabilities shall be allocated, unless otherwise allocated pursuant to this Agreement or an Ancillary Agreement, between the Parties as follows: that (i) first, if a Liability member of the SpinCo Group is incurred exclusively in respect the beneficiary of the rights and is responsible for the obligations related to the SpinCo Portion of a benefit received by one Party or its GroupShared Contract, the Party or Group receiving such benefit which rights shall be responsible for such a SpinCo Asset and which obligations shall be a SpinCo Liability; , and (ii) second, if a Liability cannot be exclusively allocated to one Party or its Group under clause (i) above, such Liability shall be allocated among both Parties and their respective Groups based on the relative proportions of total benefit received (over the term member of the Parent Group is the beneficiary of the rights and is responsible for the obligations related to the Parent Portion of a Shared Contract, measured which rights shall be a Parent Asset and which obligations shall be a Parent 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 Distribution as contemplated by the immediately preceding sentence, and subject to the other provisions of this Section 2.04, then SpinCo shall, and shall cause its Group members to, cooperate in any reasonable and permissible arrangement as determined by Parent in its sole discretion to provide that, following the Distribution, a member of the date SpinCo Group shall receive the interest in the benefits and obligations of allocation) the SpinCo Portion under such Shared Contract and a member of the relevant Parent Group shall receive the interest in the benefits and obligations of the Parent Portion under such Shared Contract. Notwithstanding , it being understood that no Party shall have Liability to the foregoing, each other Party and for the failure of any third party to perform its Group shall be responsible for obligations under any or all Liabilities arising out of or resulting from such Party’s or Group’s breach of the relevant Shared Contract. (b) Except as otherwise expressly contemplated Nothing in this Agreement or an Ancillary Agreement, if Dover or any member of the Dover Group, on the one hand, or Apergy or any member of the Apergy Group, on the other hand, receives any benefit or payment under any Shared Contract which was intended for the other Section 2.04 shall require either Party or its Group, Dover, on the one hand, or Apergy, on the other hand, will use its respective commercially reasonable efforts, or will cause any member of its Group to use its commercially contribute capital, pay or grant any consideration or concession in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person (other than reasonable effortsout-of-pocket expenses, to deliverattorneys’ fees and expenses and recording or similar fees, transfer or otherwise afford such benefit or payment to the other Party. (c) Notwithstanding anything to the contrary herein, the Parties have determined that it is advisable that certain Shared Contracts, or portions thereof, will be separated or assigned in each case of a third-party counterparty to a Shared Contract that are incurred in connection with the applicable division, partial assignment, modification or replication of such Shared Contract); provided, that each Party shall be responsible for its own reasonable out-of-pocket expenses and attorneys’ fees and expenses and the member of the Dover Party’s Group or Apergy Group, as applicable. The Parties shall use their commercially reasonable efforts to separate the Shared Contracts which are identified on Schedule 2.9(c)(i) into separate Contracts between the appropriate Third Party and either Apergy or a member of the Apergy Group or Dover or a member of the Dover Group. Dover or a member of the Dover Group will use commercially reasonable efforts to assign the rights and obligations, but only to the extent relating to the Apergy Business, under the Shared Contracts which are identified on Schedule 2.9(c)(ii) to Apergy or a member of the Apergy Group. The Parties agree to cooperate and provide reasonable assistance prior to the Effective Time and for a period of six months following the Effective Time (with no obligation on the part of either Party to pay any costs or fees with respect entitled to such assistance) in effecting the separation Asset or assignment of intended to assume such Shared Contracts as described aboveLiability shall be responsible for recording or similar fees.

Shared Contracts. (a) With respect to Shared Contractual Liabilities pursuant From the date hereof until the date that is three (3) months following the Closing Date, Seller and Purchaser shall, and shall cause their respective Affiliates to, use their reasonable best efforts to work together (and, if necessary and desirable, to work with the third party to any Shared Contract) to divide, partially assign, modify or replicate (in whole or in part) the respective rights and obligations under or relating to a given and in respect of any Shared Contract, such Shared Contractual Liabilities shall be allocatedthat, unless otherwise allocated pursuant to this Agreement or an Ancillary Agreementfollowing the Closing, between the Parties as follows: (i) firstPurchaser, if an Affiliate of Purchaser or a Liability Group Company is incurred exclusively in respect the beneficiary of a benefit received by one Party or its Groupthe rights and is responsible for the obligations related to the portion of such Shared Contract related to the Business (the “Purchaser Portion”), the Party or Group receiving such benefit which rights shall be responsible for such Liability; an asset of and which obligations shall be a liability of Purchaser, an Affiliate of Purchaser or a Group Company, and (ii) secondSeller or an Affiliate of Seller (other than a Group Company) is the beneficiary of the rights and is responsible for the obligations related to such Shared Contract relating to the Seller Business (the “Seller Portion”), if a Liability cannot be exclusively allocated to one Party or its Group under clause (i) above, such Liability which rights shall be allocated among both Parties an asset of and their respective Groups based on the relative proportions of total benefit received (over the term of the Shared Contract, measured as of the date of allocation) under the relevant Shared Contract. Notwithstanding the foregoing, each Party and its Group which obligations shall be responsible for any a liability of Seller or all Liabilities arising out an Affiliate of or resulting from such Party’s or Group’s breach of the relevant Shared Contract. Seller (b) Except as otherwise expressly contemplated other than a Group Company). Nothing in this Agreement shall require the division, partial assignment, modification or an Ancillary Agreement, if Dover or any member replication of the Dover Group, on the one hand, or Apergy or any member of the Apergy Group, on the other hand, receives any benefit or payment under any a Shared Contract which was intended for the other Party unless and until any necessary Consents are obtained or its Group, Dover, on the one hand, or Apergy, on the other hand, will use its respective commercially reasonable efforts, or will cause any member of its Group to use its commercially reasonable efforts, to deliver, transfer or otherwise afford such benefit or payment to the other Party. (c) Notwithstanding anything to the contrary herein, the Parties have determined that it is advisable that certain Shared Contracts, or portions thereof, will be separated or assigned to a member of the Dover Group or Apergy Groupmade, as applicable. The Parties shall use If Seller and Purchaser or their commercially reasonable efforts respective Affiliates, as applicable, are not able to separate the Shared Contracts which are identified on Schedule 2.9(c)(ienter into an arrangement to divide, partially assign, modify or replicate (in whole or in part) into separate Contracts between the appropriate Third Party and either Apergy or a member of the Apergy Group or Dover or a member of the Dover Group. Dover or a member of the Dover Group will use commercially reasonable efforts to assign the rights and obligationsobligations under and in respect of any such Shared Contract prior to the Closing, but only the Closing shall, subject to the satisfaction (or, to the extent relating permitted by applicable Law, the waiver by the parties entitled to the Apergy Business, under the Shared Contracts which are identified on Schedule 2.9(c)(iibenefit thereof) to Apergy or a member of the Apergy Group. The Parties agree conditions set forth in Article VI (other than those conditions which by their terms are to cooperate and provide reasonable assistance prior be satisfied at the Closing but subject to the Effective Time satisfaction at the Closing or waiver of such conditions), nonetheless take place on the terms set forth herein and, thereafter and for a period until the earlier of six (x) the date that is three (3) months following the Effective Time Closing and (with no obligation y) the date on which the part of either Party to pay any costs division, partial assignment, modification or fees with respect to such assistance) in effecting the separation or assignment replication of such Shared Contracts as described aboveContract is effected, Seller and Purchaser shall, and shall cause their respective Affiliates to, cooperate in any commercially reasonable arrangement to provide that (1) Purchaser, an Affiliate of Purchaser or a Group Company shall receive the interest in the benefits and obligations of the Purchaser Portion under and in respect of such Shared Contract and (2) Seller or an Affiliate of Seller (other than a Group Company) shall receive the interest in the benefits and obligations of the Seller Portion under and in respect of such Shared Contract. This Section 5.21(a) shall not apply to any Seller Shared Customer Contract or Purchaser Shared Customer Contract, which are governed by Sections 5.21(b) and 5.21(c), respectively, and Section 5.21(d).

Shared Contracts. (a) With Any Contract to be assigned, contributed, conveyed, transferred and delivered to VS in accordance with the Restructuring Plan or as contemplated pursuant to Section 2.03 that does not exclusively relate to the VS Business (each, a “Shared Contract”) shall be assigned, contributed, conveyed, transferred and delivered only with respect to Shared Contractual Liabilities pursuant to, under or relating to a given Shared Contract, such Shared Contractual Liabilities shall be allocated, unless otherwise allocated pursuant to this Agreement or an Ancillary Agreement, between (and preserving the Parties as follows: (imeaning of) first, if a Liability is incurred exclusively in respect of a benefit received by one Party or its Group, the Party or Group receiving such benefit shall be responsible for such Liability; (ii) second, if a Liability cannot be exclusively allocated to one Party or its Group under clause (i) above, such Liability shall be allocated among both Parties and their respective Groups based on the relative proportions of total benefit received (over the term of the Shared Contract, measured as of the date of allocation) under the relevant Shared Contract. Notwithstanding the foregoing, each Party and its Group shall be responsible for any or all Liabilities arising out of or resulting from such Party’s or Group’s breach of the relevant Shared Contract. (b) Except as otherwise expressly contemplated in this Agreement or an Ancillary Agreement, if Dover or any member of the Dover Group, on the one hand, or Apergy or any member of the Apergy Group, on the other hand, receives any benefit or payment under any Shared Contract which was intended for the other Party or its Group, Dover, on the one hand, or Apergy, on the other hand, will use its respective commercially reasonable efforts, or will cause any member of its Group to use its commercially reasonable efforts, to deliver, transfer or otherwise afford such benefit or payment those parts that relate to the other Party. (c) Notwithstanding anything to the contrary hereinVS Business, the Parties have determined that it is advisable that certain Shared Contracts, or portions thereof, will be separated or assigned to a member of the Dover Group or Apergy VS Group, as applicable. The Parties shall use their commercially reasonable efforts to separate if so assignable, conveyable or transferrable, or appropriately amended (including by entering into a new agreement) prior to, on or after the Shared Contracts which are identified on Schedule 2.9(c)(i) into separate Contracts between the appropriate Third Party and either Apergy or Distribution Date, so that a member of the Apergy VS Group shall be entitled to the rights and benefit of those parts of such Shared Contract that relate to the VS Business and shall assume the related Liabilities with respect to such Shared Contract, as contemplated by Section 2.03; provided that (i) in no event shall any Person be required to assign, contribute, convey, transfer or Dover deliver (or so amend), either in whole or in part, any Shared Contract that is not assignable (or cannot be amended) by its terms without the consent or approval of any other Person and (ii) if any Shared Contract cannot be so partially assigned by its terms or otherwise, or cannot be so amended, without such consent or approval, until such time that such consent or approval is obtained, L Brands will cooperate with VS to establish an agency type or other similar arrangement reasonably satisfactory to L Brands and VS intended to both (A) provide a member of the Dover VS Group. Dover or a , to the fullest extent practicable under such Shared Contract, the claims, rights and benefits of those parts that relate to the VS Business and (B) cause such member of the Dover VS Group will use commercially reasonable efforts to assign bear the rights related Liabilities thereunder from and obligationsafter the Distribution in accordance with this Agreement (including by means of any subcontracting, but only to sublicensing or subleasing arrangement) and in furtherance of the extent relating to the Apergy Businessforegoing, under the Shared Contracts which are identified on Schedule 2.9(c)(ii) to Apergy VS shall, or a shall cause another member of the Apergy GroupVS Group to, promptly pay, perform or discharge when due any such Liability arising after the Distribution Time, which shall constitute VS Liabilities for purposes of this Agreement. The Parties agree Nothing in this ‎Section 2.05 shall require any member of the L Brands Group or the VS Group to cooperate and provide reasonable assistance prior incur any non-de minimis obligation or grant any non-de minimis concession in order to the Effective Time and for a period of six months following the Effective Time (with no obligation on the part of either Party to pay effect any costs or fees with respect to such assistance) in effecting the separation or assignment of such Shared Contracts as described abovetransaction contemplated by this ‎Section 2.05.