Common use of Shared Contracts Clause in Contracts

Shared Contracts. (a) 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 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 Contract relating to the SpinCo Business (the “SpinCo Portion”), which rights shall be a SpinCo Asset and which obligations shall be a SpinCo Liability, 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 arrangement to formally divide, partially assign, modify or replicate such Shared Contract prior to the Distribution as contemplated by the previous sentence, then the Parties shall, and shall cause their respective Group members to, cooperate in any reasonable and permissible arrangement to provide that, following the 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, it being understood that no Party shall have Liability to the other Party for the failure of any third party to perform its obligations under any such Shared Contract.

Shared Contracts. (a) Except as set forth on Schedule VIIIXIII, 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 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 Contract relating to the SpinCo Business (the “SpinCo Portion”), which rights shall be a SpinCo Asset and which obligations shall be a SpinCo Liability, and (b) a member of the Nuance 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 “Nuance Honeywell Portion”), which rights shall be a Nuance Honeywell Asset and which obligations shall be a Nuance 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 arrangement to formally divide, partially assign, modify or replicate such Shared Contract prior to the Distribution as contemplated by the previous sentence, then the Parties shall, and shall cause their respective Group members to, cooperate in any reasonable and permissible arrangement to provide that, following the DistributionDistribution and until the earlier of one year after the 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 Nuance Honeywell Group shall receive the interest in the benefits and obligations of the Nuance Honeywell Portion under such Shared Contract, it being understood that no Party shall have Liability to the other Party for the failure of any third party to perform its obligations under any such Shared Contract.

Shared Contracts. (a) Except as set forth on Schedule VIII, the 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 and/or replicate (in whole or in part) the respective rights and obligations under and in respect of any Shared Contract, such that (a) a member of the SpinCo Group NBI is the beneficiary of the rights and is responsible for the obligations related to that portion of such Shared Contract relating to the SpinCo NBI Business (the “SpinCo NBI Portion”), which rights shall be a SpinCo NBI Asset and which obligations shall be a SpinCo Liability, NBI Liability and (b) a member of the Nuance Neurotrope Group is the beneficiary of the rights and is responsible for the obligations related to such Shared Contract not relating to the SpinCo NBI Business (the “Nuance Neurotrope Portion”), which rights shall be a Nuance Neurotrope Asset and which obligations shall be a Nuance Neurotrope 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 and/or replicate such Shared Contract prior to the Distribution as contemplated by the previous sentence, then the Parties shall, and shall cause their respective Group members to, cooperate in any reasonable and permissible lawful arrangement to provide that, following the DistributionDistribution and until the earlier of five years after the Distribution Date and such time as the formal division, partial assignment, modification and/or replication of such Shared Contract as contemplated by the previous sentence is effected, NBI shall receive the interest in the benefits and obligations of the NBI Portion under such Shared Contract and a member of the SpinCo Neurotrope 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 Neurotrope Portion under such Shared Contract, it being understood that no Party shall have Liability to the other Party for the failure of any third party to perform its obligations under any such Shared Contract.

Shared Contracts. (a) Except as set forth on Schedule VIIIPrior to the Closing, each of the Parties Sellers and the Buyer shall, and shall cause the members of their respective Groups Affiliates 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 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 Contract relating to the SpinCo Business (the “SpinCo Portion”), which rights shall be a SpinCo Asset and which obligations shall be a SpinCo Liabilityobtain from, and (b) a member of the Nuance Group is the beneficiary of the rights to cooperate in obtaining from, 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 arrangement to formally divide, partially assign, modify or replicate such Shared Contract prior to the Distribution as contemplated by the previous sentence, then the Parties shall, and shall cause their respective Group members Affiliates to, cooperate enter into with, each third party to a Shared Contract, either (a) a separate contract or agreement in any reasonable a form reasonably acceptable to CCR and permissible arrangement to provide that, following the Distribution, Buyer (a member of “New Contract”) that allocates the SpinCo Group shall receive the interest in the benefits rights and obligations of the SpinCo Portion Sellers and their Affiliates under each such Shared Contract as between the Business, on the one hand, and the retained business of the Sellers and their Affiliates, on the other hand, and which are otherwise substantially similar in all material respects to such Shared Contract, or (b) a contract or agreement in a form reasonably acceptable to CCR and the Buyer effective as of the Closing (the “Partial Assignments and Releases”) that (i) assigns the rights and obligations under such Shared Contract solely to the extent related to the Business and a member arising after the Closing to the Buyer and (ii) releases the Sellers and their Affiliates from all liabilities or obligations with respect to the Business that arise after the Closing. Any New Contracts that relate to the Business (the “New Business Contracts”) shall be entered into by the Buyer or its Affiliates effective as of the Nuance Group Closing and shall receive allocate to the interest in the benefits Buyer all rights and obligations of the Nuance Portion Sellers or their Affiliates (as applicable) under the applicable Shared Contract being replaced to the extent such rights and obligations relate to the Business and arise after the Closing. All purchase commitments under the Shared Contracts shall be allocated under the New Business Contracts or the Partial Assignments and Releases as between the Business, on the one hand, and the retained business of the Sellers and their Affiliates, on the other hand, in an equitable manner that is mutually and reasonably agreed to by the Buyer and the Sellers. In connection with the entering into of New Business Contracts, the parties shall use their reasonable best efforts to ensure that the Sellers and their Affiliates are released by the third party with respect to all liabilities and obligations relating to the Business and arising after the Closing. In the event that any third party under a Shared Contract does not agree to enter into a New Business Contract or Partial Assignment and Release consistent with this Section 5.17, the parties shall in good faith seek mutually acceptable alternative arrangements for purposes of allocating rights and liabilities and obligations under such Shared ContractContract (provided, it being understood that no Party such arrangements shall have Liability not result in a breach or violation of such Shared Contract by the Sellers). Such alternative arrangements may include a subcontracting, sublicensing or subleasing arrangement under which the Buyer would, in compliance with Law, obtain the benefits under, and, to the other Party extent first arising after the Closing, assume the obligations and bear the economic burdens associated with, such Shared Contract solely to the extent related to the Business or under which the Sellers would, upon the Buyer’s request, enforce for the failure benefit (and at the expense) of the Buyer any and all of the Sellers’ rights against such third party under such Shared Contract solely to the extent related to the Business, and the Sellers would promptly pay to the Buyer when received all monies received by them under such Shared Contract solely to the extent related to the Business. The parties also confirm their present intent to continue in the ordinary course of business consistent with past practice to uphold their respective commitments and cost sharing arrangements regarding sponsored marketing properties relating to the Business, to the extent those are mutually agreed upon from time to time. The Sellers shall provide a list of all Material Contracts and Shared Contracts in which such currently existing commitments and cost sharing arrangements are documented, and, with respect to Shared Contracts, which are related to the Business, as soon as reasonably practicable after the date hereof but in any event prior to the Closing and shall promptly notify the Buyer of any third party to perform its obligations under contract or agreement entered into between the date hereof and the Closing Date in accordance with Section 5.01 in which any such arrangements are documented and which, had such contract or agreement been entered into prior to the date hereof, would have been a Material Contract required to be set forth on Section 3.12(a) of the Disclosure Schedule or a Shared ContractContract required to be set forth on Section 3.12(b) of the Disclosure Schedule.

Shared Contracts. (a) Except as set forth on Schedule VIIIotherwise 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, shall (and shall cause their Affiliates to) use commercially reasonable efforts to obtain or structure an arrangement for Buyer to receive the members 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 Groups 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 any Liability pursuant to, use their respective reasonable best efforts under or relating 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 and in respect of any Shared Contract, such that Liability shall be allocated between the applicable Seller, on the one hand, and Buyer, on the other hand, as follows: (ai) if a member Liability is incurred solely in respect of the SpinCo Group is Business or the beneficiary of the rights and is responsible for the obligations related to that portion other businesses of such Shared Contract relating Seller, such Liability shall be allocated to Buyer (to the SpinCo Business extent it would otherwise constitute an Assumed Liability) or such Seller (to the “SpinCo Portion”extent it would otherwise constitute an Excluded Liability), which rights shall be a SpinCo Asset and which obligations shall be a SpinCo Liability, and (bii) if a member of the Nuance Group is the beneficiary of the rights and is responsible for the obligations related Liability cannot be so allocated under clause (i), such Liability shall be allocated to such Shared Contract not relating to applicable Seller or Buyer, as the SpinCo case may be, based on the relative proportion of total benefit received by the Business (taking into account the “Nuance Portion”), extent to which rights shall be a Nuance Asset such Liability would otherwise constitute an Assumed Liability or an Excluded Liability hereunder) and which obligations shall be a Nuance Liability. Nothing in this Agreement shall require the division, partial assignment, modification or replication other businesses of a Shared Contract unless and until any necessary Consents are obtained or made, as applicable. If such Seller under 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 previous sentence, then the Parties shall, and shall cause their respective Group members to, cooperate in any reasonable and permissible arrangement to provide that, following the 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 relevant Shared Contract, it being understood as reasonably determined by the Parties consistent with this Agreement. Notwithstanding the foregoing, each of Sellers and Buyer shall be responsible for any or all Liabilities arising from its (or its Affiliates’) direct or indirect breach of any Shared Contract; provided, that no neither Party shall have Liability to be responsible for any Liabilities that arise from taking any action at the request of the other Party for the failure even if such action constitutes a direct or indirect breach of any third party to perform its obligations under any such Shared Contract.

Shared Contracts. (a) Except as set forth on Schedule VIII, the 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 and in respect of any Shared Contract, such that (a) a member of the SpinCo Kenvue Group is the beneficiary of the rights and is responsible for the obligations related to that portion of such Shared Contract relating to the SpinCo Kenvue Business (the “SpinCo Kenvue Portion”), which rights shall be a SpinCo Kenvue Asset and which obligations shall be a SpinCo Kenvue Liability, and (b) a member of the Nuance J&J Group is the beneficiary of the rights and is responsible for the obligations related to such Shared Contract not relating to the SpinCo Kenvue Business (the “Nuance J&J Portion”), which rights shall be a Nuance J&J Asset and which obligations shall be a Nuance J&J 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 on or prior to the Distribution Separation Date as contemplated by the previous sentence, then the Parties shall, and shall cause their respective Group members to, reasonably cooperate in any reasonable and permissible lawful arrangement to provide that, following the DistributionSeparation 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 SpinCo Kenvue Group shall receive the interest in the benefits and obligations of the SpinCo Kenvue Portion under such Shared Contract and a member of the Nuance J&J Group shall receive the interest in the benefits and obligations of the Nuance J&J Portion under such Shared Contract; provided, it being understood that no Party shall have Liability to the other Party for the failure of any third party to perform its obligations under if, following such five-year period, any such Shared ContractContract 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 Section 2.04 shall require (x) the division, partial assignment, modification or replication of a Shared Contract unless and until any necessary Consents are obtained or made, 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 Separation Closing, shall be borne by Kenvue (and Kenvue shall promptly reimburse members of the J&J Group upon request for any such expenses or fees incurred thereby)).

Shared Contracts. (a) Except as set forth on Schedule VIII, the 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 and/or replicate (in whole or in part) the respective rights and obligations under and in respect of any Shared Contract, such that (a) a member of the SpinCo BNED Group is the beneficiary of the rights and is responsible for the obligations related to that portion of such Shared Contract relating to the SpinCo BNED Business (the “SpinCo BNED Portion”), which rights shall be a SpinCo BNED Asset and which obligations shall be a SpinCo Liability, BNED Liability and (b) a member of the Nuance B&N Group is the beneficiary of the rights and is responsible for the obligations related to such Shared Contract not relating to the SpinCo BNED Business (the “Nuance B&N Portion”), which rights shall be a Nuance B&N Asset and which obligations shall be a Nuance B&N 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 and/or replicate such Shared Contract prior to the Distribution as contemplated by the previous sentence, then the Parties shall, and shall cause their respective Group members to, cooperate in any reasonable and permissible lawful arrangement to provide that, following the DistributionDistribution and until the earlier of five years after the Distribution Date and such time as the formal division, partial assignment, modification and/or replication of such Shared Contract as contemplated by the previous sentence is effected, a member of the SpinCo BNED Group shall receive the interest in the benefits and obligations of the SpinCo BNED Portion under such Shared Contract and a member of the Nuance B&N Group shall receive the interest in the benefits and obligations of the Nuance B&N Portion under such Shared Contract, it being understood that no Party shall have Liability to the other Party for the failure of any third party to perform its obligations under any such Shared Contract.

Shared Contracts. (a) Except as set forth on Schedule VIII2.04, 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 and in respect of any Shared Contract, such that (ai) 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 Contract relating to the SpinCo Business (the “SpinCo Portion”), which rights shall be a SpinCo Asset and which obligations shall be a SpinCo Liability, and (bii) a member of the Nuance Parent 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 Parent Portion”), which rights shall be a Nuance Parent Asset and which obligations shall be a Nuance 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 previous immediately preceding sentence, and subject to the other provisions of this Section 2.04, then the Parties shall, and shall cause their respective Group members to, cooperate in any reasonable and permissible arrangement as determined by Parent to provide that, following the 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 Parent Group shall receive the interest in the benefits and obligations of the Nuance Parent Portion under such Shared Contract, it being understood that no Party shall have Liability to the other Party for the failure of any third party to perform its obligations under any such Shared Contract.

Shared Contracts. (ai) Except as set forth on Schedule VIII, the Parties shall, Each of Remainco 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 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 Contract relating to the SpinCo Business (the “SpinCo Portion”), which rights shall be a SpinCo Asset and which obligations shall be a SpinCo Liability, 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 arrangement to formally divide, partially assign, modify or replicate such Shared Contract prior to the Distribution as contemplated by the previous sentence, then the Parties FOX shall, and shall cause their respective Group members Subsidiaries to, cooperate in any reasonable and permissible arrangement to provide that, following after the Distribution, use their respective commercially reasonable efforts to obtain from, to cooperate in obtaining from, and enter into with each third party to a member Shared Contract (or, with respect to clause (y) below, if consent of the SpinCo Group applicable third party is not required, Remainco and FOX shall, or shall receive cause their respective Subsidiaries to, enter into), either (x) separate Contracts in a form reasonably acceptable to Remainco and FOX (each a “New Contract”) that allocate the interest in the benefits rights and obligations of Remainco and its Subsidiaries under each such Shared Contract as between the SpinCo Portion FOX Business, on the one hand, and the Remainco Business, on the other hand, solely to the extent such rights and obligations relate to the FOX Business or Remainco Business, as applicable, and with the terms of such New Contracts otherwise substantially similar in all material respects to such Shared Contract, or (y) a Contract in a form reasonably acceptable to FOX and Remainco (the “Partial Assignment”) that assigns the rights and obligations under such Shared Contract solely related to the FOX Business to FOX and a member of its applicable Subsidiaries or assigns the Nuance Group shall receive the interest in the benefits rights and obligations of the Nuance Portion under such Shared Contract, it being understood that no Party shall have Liability Contract solely related to the other Remainco Business to Remainco and its applicable Subsidiaries, as applicable, and in each case causing each such Party for to assume any Liabilities under such Shared Contract related to such assigned rights and obligations, such that the failure of any third Party or its applicable Subsidiary that remains a party to perform its any Shared Contract shall only be entitled to the rights and obligations under or responsible for any Liabilities and obligations related to the business and Assets of such Shared ContractParty.

Shared Contracts. (a) Except as set forth on Schedule VIII, the The Parties shall, and shall cause the members of their respective Groups Group Members to, use their respective commercially reasonable best efforts to work together (and, if necessary and desirable, to work with the third party Third Party to such Shared Contract) in an effort to divide, partially assign, modify or and/or replicate (in whole or in part) the respective rights and obligations under and in respect of any Shared Contract, such that (ai) a member of the SpinCo Group Member is the beneficiary of the rights and is responsible for the obligations related to that portion of such Shared Contract relating to the SpinCo Aaron’s Business (the “SpinCo Portion”), which rights shall be a SpinCo Asset and which obligations shall be a SpinCo Liability, Liability and (bii) a member of the Nuance Parent Group Member is the beneficiary of the rights and is responsible for the obligations related to such Shared Contract not relating to the SpinCo Aaron’s Business (the “Nuance Parent Portion”), which rights shall be a Nuance Parent Asset and which obligations shall be a Nuance 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 membersMembers, as applicable, are not able to enter into an arrangement to formally divide, partially assign, modify or and/or replicate such Shared Contract prior to the Distribution Effective Time as contemplated by the previous sentence, then the Parties shall, and shall cause their respective Group members Members to, cooperate in any reasonable and permissible arrangement to provide that, following the DistributionEffective Time and until the earlier of one year after the Distribution Date and such time as the formal division, a member partial assignment, modification and/or replication of such Shared Contract as contemplated by the SpinCo Group shall receive previous sentence is effected, (A) the interest in the benefits and obligations of Assets associated with the SpinCo Portion under of such Shared Contract and a member shall be enjoyed by SpinCo or another SpinCo Group Member; (B) the Liabilities associated with the SpinCo Portion of the Nuance Group shall receive the interest in the benefits and obligations of the Nuance Portion under such Shared Contract, it being understood that no Party Contract shall have Liability to be borne by SpinCo or another SpinCo Group Member; (C) the other Party for Assets associated with the failure Parent Portion of any third party to perform its obligations under any such Shared ContractContract shall be enjoyed by Parent or another Parent Group Member; and (D) the Liabilities associated with the Parent Portion of such Shared Contract shall be borne by Parent or another Parent Group Member.

Shared Contracts. (a) Except as set forth on Schedule VIII, the 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 and/or replicate (in whole or in part) the respective rights and obligations under and in respect of any Shared Contract, such that (a) a member of the SpinCo Valvoline Group is the beneficiary of the rights and is responsible for the obligations related to that portion of such Shared Contract relating to the SpinCo Valvoline Business (the “SpinCo Valvoline Portion”), which rights shall be a SpinCo Valvoline Asset and which obligations shall be a SpinCo Liability, Valvoline Liability and (b) a member of the Nuance Ashland Global Group is the beneficiary of the rights and is responsible for the obligations related to such Shared Contract not relating to the SpinCo Valvoline Business (the “Nuance Ashland Global Portion”), which rights shall be a Nuance Ashland Global Asset and which obligations shall be a Nuance Ashland Global 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 and/or replicate such Shared Contract prior to the Distribution Separation as contemplated by the previous sentence, then the Parties shall, and shall cause their respective Group members to, cooperate in any reasonable and permissible lawful arrangement to provide that, following the DistributionSeparation and until the earlier of five years after the Separation 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, a member of the SpinCo Valvoline Group shall receive the interest in the benefits and obligations of the SpinCo Valvoline Portion under such Shared Contract and a member of the Nuance Ashland Global Group shall receive the interest in the benefits and obligations of the Nuance Ashland Global Portion under such Shared Contract, it being understood that no Party shall have Liability to the other Party for the failure of any third party to perform its obligations under any such Shared Contract.

Shared Contracts. (a) Except as set forth on Schedule VIIISection 2.04 of the Disclosure Letter and subject to Article III, 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 and in respect of any Shared Contract, such that (ai) 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 Contract relating to the SpinCo Business (the “SpinCo Portion”), which rights shall be a SpinCo Asset and which obligations shall be a SpinCo Liability, and (bii) a member of the Nuance Parent 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 Parent Portion”), which rights shall be a Nuance Parent Asset and which obligations shall be a Nuance 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 previous immediately preceding sentence, and subject to the other provisions of this Section 2.04, then the Parties shall, and shall cause their respective Group members to, cooperate in any reasonable and permissible arrangement as determined by Parent to provide that, following the 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 Parent Group shall receive the interest in the benefits and obligations of the Nuance Parent Portion under such Shared Contract, it being understood that no Party shall have Liability to the other Party for the failure of any third party to perform its obligations under any such Shared Contract.

Shared Contracts. (a) Except Any Contract to be assigned, contributed, conveyed, transferred and delivered to VS in accordance with the Restructuring Plan or as set forth 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 (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, on Schedule VIIIor after the Distribution Date, so that a member of the Parties shall, 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 cause assume the members of their respective Groups to, use their respective reasonable best efforts to work together (and, if necessary and desirable, to work related Liabilities with the third party respect to such Shared Contract, as contemplated by Section 2.03; provided that (i) in an effort no event shall any Person be required to divide, partially assign, modify contribute, convey, transfer or replicate 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 respective rights and obligations under and in respect consent or approval of any other Person and (ii) if any Shared ContractContract 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 (aA) provide 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 Contract relating VS Group, to the SpinCo Business (the “SpinCo Portion”), which rights shall be a SpinCo Asset and which obligations shall be a SpinCo Liability, 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 arrangement to formally divide, partially assign, modify or replicate such Shared Contract prior to the Distribution as contemplated by the previous sentence, then the Parties shall, and shall cause their respective Group members to, cooperate in any reasonable and permissible arrangement to provide that, following the 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 fullest extent practicable under such Shared Contract, it being understood the claims, rights and benefits of those parts that no Party shall have Liability relate to the other Party for VS Business and (B) cause such member of the failure VS Group to bear the related Liabilities thereunder from and after the Distribution in accordance with this Agreement (including by means of any third party to subcontracting, sublicensing or subleasing arrangement) and in furtherance of the foregoing, VS shall, or shall cause another member of the VS Group to, promptly pay, perform its obligations under or discharge when due any such Shared ContractLiability 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.

Shared Contracts. The Parties will use their reasonable best efforts (aand each Party shall cooperate with the other Party) Except to separate the Shared Contracts into separate Contracts effective as of the Distribution so that from and after the Distribution, Spinco will have the sole benefit and Liabilities with respect to each Shared Contract to the extent related to the Spinco Business and the Harbor Group will have the sole benefit and Liabilities with respect to each Shared Contract to the extent not related to the Spinco Business. Upon such separation of a Shared Contract, the separated Contract that is related to the Spinco Business will be a Spinco Asset and the other separated Contract will be an Excluded Asset. The obligations to separate any Shared Contracts set forth in this Section 2.5 will terminate on Schedule VIIIthe date that is twenty-four (24) months following the Distribution Date. If any Shared Contract is not separated prior to the Distribution Date, then such Shared Contract shall be governed under Section 2.2, including the Parties shall, agreeing to use reasonable best efforts (and shall cause each Party agreeing to cooperate with the members of their respective Groups to, other Party) to establish arrangements at no charge to Spinco under which the party which is a party to such Shared Contract will use their respective reasonable best efforts to work together (andperform its obligations and exercise its rights thereunder to enable each Group to continue to receive the benefits and assume the obligations, if necessary and desirablein each case, to work with the third party to such Shared Contract) in an effort to divide, partially assign, modify that it received or replicate (in whole or in part) the respective rights and obligations under 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 Contract relating to the SpinCo Business (the “SpinCo Portion”), which rights shall be a SpinCo Asset and which obligations shall be a SpinCo Liability, 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 arrangement to formally divide, partially assign, modify or replicate such Shared Contract assumed prior to the Distribution as contemplated by the previous sentenceDate, then the Parties shalluntil such Shared Contract expires in accordance with its terms. Harbor and Spinco shall share equally any and all third party fees and out-of-pocket expenses (including attorneys’ and other third party fees) that may be reasonably required in connection with obtaining, and shall cause their respective Group members to, cooperate in any reasonable and permissible arrangement to provide that, following whether before or after the Distribution, any such separation of a Shared Contract. Harbor will use its reasonable best efforts to deliver a list of the Shared Contracts to Voyager as soon as practicable after the date hereof and in any event within thirty (30) days after the date hereof. No member of either Group will amend, renew, extend or otherwise modify any Shared Contract without the consent of the applicable member of the SpinCo other Group shall receive to the interest in the benefits and extent such amendment, renewal, extension or modification would adversely affect or impose any material obligations of the SpinCo Portion under such Shared Contract and a on any member of the Nuance Group shall receive the interest in the benefits and obligations of the Nuance Portion under such Shared Contract, it being understood that no Party shall have Liability to the other Party for the failure of any third party to perform its obligations under any such Shared ContractGroup.

Shared Contracts. (a) Except as set forth on Schedule VIII, the 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 and/or replicate (in whole or in part) the respective rights and obligations under and in respect of any Shared Contract, such that (a) a member of the SpinCo Cable Group is the beneficiary of the rights and is responsible for the obligations related to that portion of such Shared Contract relating to the SpinCo Cable Business (the “SpinCo Cable Portion”), which rights shall be a SpinCo Cable Asset and which obligations shall be a SpinCo Liability, Cable Liability and (b) a member of the Nuance Xxxxxx Group is the beneficiary of the rights and is responsible for the obligations related to such Shared Contract not relating to the SpinCo Cable Business (the “Nuance Xxxxxx Portion”), which rights shall be a Nuance Xxxxxx Asset and which obligations shall be a Nuance Xxxxxx 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 and/or replicate such Shared Contract prior to the Distribution as contemplated by the previous sentence, then the Parties shall, and shall cause their respective Group members to, cooperate in any reasonable and permissible lawful arrangement to provide that, following the DistributionDistribution and until the earlier of five years after the Distribution Date and such time as the formal division, partial assignment, modification and/or replication of such Shared Contract as contemplated by the previous sentence is effected, a member of the SpinCo Cable Group shall receive the interest in the benefits and obligations of the SpinCo Cable Portion under such Shared Contract and a member of the Nuance Xxxxxx Group shall receive the interest in the benefits and obligations of the Nuance Xxxxxx Portion under such Shared Contract, it being understood that no Party shall have Liability to the other Party for the failure of any third party to perform its obligations under any such Shared Contract.

Shared Contracts. (a) Except as set forth on Schedule VIIIin Sections 2.05(b) and 2.05(c), except with respect to Patent License Agreements, which are governed solely by Section 2.06, and except with respect to Participation Agreements, which are governed solely by Section 2.07, 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, until the earlier of three years after the Distribution Date and such time as the formal division, partial assignment, modification or replication of such Shared Contract to work with the third party to such Shared Contract) in an effort to divide, partially assign, modify or replicate (in whole or in part) the respective rights and obligations under and in respect of any Shared Contract, such that (a) a member of the SpinCo Conduent Group is the beneficiary of the rights and is responsible for the obligations related to that portion of such Shared Contract relating to the SpinCo BPO Business (the “SpinCo Conduent Portion”), which rights shall be a SpinCo Conduent Asset and which obligations shall be a SpinCo Conduent Liability, and (b) a member of the Nuance Xerox Group is the beneficiary of the rights and is responsible for the obligations related to such Shared Contract not relating to the SpinCo BPO Business (the “Nuance Xerox Portion”), which rights shall be a Nuance Xerox Asset and which obligations shall be a Nuance Xerox 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 previous sentence, then the Parties shall, and shall cause their respective Group members to, cooperate in any reasonable and permissible arrangement to provide that, following the DistributionDistribution and until the earlier of three years after the 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 Conduent Group shall receive the interest in the benefits and obligations of the SpinCo Conduent Portion under such Shared Contract and a member of the Nuance Xerox Group shall receive the interest in the benefits and obligations of the Nuance Xerox Portion under such Shared Contract. This Section 2.05(a) shall not apply to any Xerox Shared Customer Contract or Conduent Shared Customer Contract, it being understood that no Party shall have Liability which are subject to the other Party for the failure of any third party to perform its obligations under any such Shared ContractSections 2.05(b) and 2.05(c), respectively.

Shared Contracts. Prior to or at the Closing, each Contract (aother than those Contracts included in the Excluded Assets) Except as set forth with third-party suppliers or service providers to which Seller or one of its Affiliates (other than the Company and the Subsidiaries), on Schedule VIIIthe one hand, and the Parties shallCompany or any Company Subsidiary, on the other hand, 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 Company Subsidiary (each, a “Shared Contract”) shall be assigned in part, or appropriately amended, so that each party being provided supplies or services thereunder shall be entitled to the rights and benefits, and shall cause assume the members 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 is not assignable or cannot be amended by its terms (it being understood, however, that: (i) Seller and Purchaser shall use their respective Groups tocommercially 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 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 work together (andcooperate in a mutually agreeable arrangement under which Seller and its Affiliates, if necessary and desirable, to work with on the third party to such Shared Contract) in an effort to divide, partially assign, modify or replicate (in whole or in part) the respective rights and obligations under and in respect of any Shared Contract, such that (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 Contract relating to the SpinCo Business (the “SpinCo Portion”), which rights shall be a SpinCo Asset and which obligations shall be a SpinCo Liabilityone hand, and (b) a member of the Nuance Group is Company and the beneficiary of Company Subsidiaries, on the rights and is responsible for the obligations related to such Shared Contract not relating to the SpinCo Business (the “Nuance Portion”)other hand, which rights shall be a Nuance Asset and which obligations shall be a Nuance Liability. Nothing would, in this Agreement shall require the divisioncompliance with applicable Law, 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 previous sentence, then the Parties shall, and shall cause their respective Group members to, cooperate in any reasonable and permissible arrangement to provide that, following the Distribution, a member of the SpinCo Group shall receive the interest in obtain the benefits and assume the obligations of and bear the SpinCo Portion under such economic burdens set forth pursuant to the 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, it being understood that no Party shall have Liability to the other Party for the failure of any third party to perform its obligations under any such Shared ContractAllocation.

Shared Contracts. (a) Except as set forth on Schedule VIIIIX, 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 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 Contract relating to the SpinCo Business (the “SpinCo Portion”), which rights shall be a SpinCo Asset and which obligations shall be a SpinCo Liability, and (b) a member of the Nuance 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 “Nuance Honeywell Portion”), which rights shall be a Nuance Honeywell Asset and which obligations shall be a Nuance 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 arrangement to formally divide, partially assign, modify or replicate such Shared Contract prior to the Distribution as contemplated by the previous sentence, then the Parties shall, and shall cause their respective Group members to, cooperate in any reasonable and permissible arrangement to provide that, following the DistributionDistribution and until the earlier of one year after the 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 Nuance Honeywell Group shall receive the interest in the benefits and obligations of the Nuance Honeywell Portion under such Shared Contract, it being understood that no Party shall have Liability to the other Party for the failure of any third party to perform its obligations under any such Shared Contract.

Shared Contracts. Prior to the Closing, each of Seller and Purchaser shall use its commercially reasonable efforts to (a) Except as set forth seek all Consents required under any Material Contract to which Purchaser has provided written notice to Seller that such Consent shall be sought, to consummate the transactions contemplated hereby, (b) assign any Shared Contracts that relate exclusively to the Business, to the Company Subsidiary and (c) cause the Company Group to enter into new Contracts with the counterparties to the Shared Contracts which are primarily, but not exclusively, used in the Business on Schedule VIIIterms which are in the aggregate no less favorable, in the Parties case of monetary terms, and not materially less favorable, in the case of non-monetary terms, to the Company Group those terms in the existing applicable Shared Contract so that the Company Group shall be entitled to the rights and benefits, and shall be responsible for any related economic burden, relating to the Business thereunder and Seller or its Affiliates shall be entitled to the rights and benefits, and shall be responsible for any economic burden, relating to the balance of the subject matter of such Shared Contract. Neither Seller nor Purchaser shall be obligated to make, and without the prior written consent of Purchaser shall not cause or permit the Company Group to make, or agree to make, any payment or concession to any Third Party in connection with any such consent, assignment or new Contract. If any Shared Contract is not assigned or separated prior to the Closing, Seller and Purchaser shall, and shall cause the members each of their respective Groups Affiliates to, continue to use their respective commercially reasonable best efforts to work together (andcause, for the 12-month period after the Closing or, if necessary and desirableearlier, to work with the third party to until such Shared ContractContract is assigned, separated or expires in accordance with its terms, (i) in an effort to divide, partially assign, modify or replicate (in whole or in part) the respective rights and obligations under and in respect of any Shared Contract, such that (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 benefits under each Shared Contract to the extent relating to the SpinCo Business to be enjoyed by the Company Group, (ii) the “SpinCo Portion”)economic burden under each Shared Contract to the extent relating to the Business to be borne by the Company Group, which (iii) the rights shall and benefits under each Shared Contract to the extent relating to the Business to be a SpinCo Asset and which obligations shall be a SpinCo Liabilityenjoyed by the Company Group, and (biv) a member of the Nuance Group is the beneficiary of the rights and is responsible for the obligations related to such economic burden under each Shared Contract not to the extent relating to any business other than the SpinCo Business (the “Nuance Portion”), which rights shall to be a Nuance Asset and which obligations shall be a Nuance Liabilityborne by Seller. Nothing in this Agreement Section 5.28 shall require the divisionSeller, partial assignment, modification Purchaser or replication any of a Shared Contract unless and until any necessary Consents are obtained or made, as applicable. If the Parties, or their respective Group membersAffiliates to make any payment, as applicable, are not able incur any obligation (other than those expressly set forth in this Section 5.28) or grant any concession in order to enter into an arrangement to formally divide, partially assign, modify or replicate such Shared Contract prior to the Distribution as effect any transaction contemplated by the previous sentence, then the Parties shall, and shall cause their respective Group members to, cooperate in any reasonable and permissible arrangement to provide that, following the 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, it being understood that no Party shall have Liability to the other Party for the failure of any third party to perform its obligations under any such Shared Contractthis Section 5.28.

Shared Contracts. (a) Except as set forth on Schedule VIII, the The Parties shall, and shall cause the members of their respective Groups Group Members to, use their respective commercially reasonable best efforts to work together (and, if necessary and desirable, to work with the third party Third Party to such Shared Contract) in an effort to divide, partially assign, modify or and/or replicate (in whole or in part) the respective rights and obligations under and in respect of any Shared Contract, such that (ai) a member of the SpinCo an EHP Group Member is the beneficiary of the rights and is responsible for the obligations Liabilities related to that portion of such Shared Contract relating to the SpinCo EHP Business (the “SpinCo EHP Portion”), which rights shall be a SpinCo an EHP Asset and which obligations shall be a SpinCo Liability, an EHP Liability and (bii) a member of the Nuance an EPC Group Member is the beneficiary of the rights and is responsible for the obligations Liabilities related to such Shared Contract not relating to the SpinCo EHP Business (the “Nuance EPC Portion”), which rights shall be a Nuance an EPC Asset and which obligations shall be a Nuance an EPC Liability. Nothing ; provided, however, that in this Agreement no event shall require the division, partial assignment, modification either Party or replication of a its respective Subsidiaries be required to assign or amend any Shared Contract unless and until in its entirety or to assign a portion of any necessary Shared Contract that is not assignable or cannot be amended by its terms (including any terms imposing Consents are or conditions on an assignment where such Consents or conditions have not been obtained or made, as applicablefulfilled). If the Parties, or their respective Group membersMembers, as applicable, are not able to enter into an arrangement to formally divide, partially assign, modify or and/or replicate such Shared Contract prior to the Distribution Effective Time as contemplated by the previous sentence, then the Parties shall, and shall cause their respective Group members 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 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 Contract) and cooperate in any reasonable and permissible lawful arrangement to provide that, following the DistributionEffective Time and until the earlier of two years after the Distribution Date and such time as the formal division, a member partial assignment, modification and/or replication of the SpinCo Group shall receive the interest in the benefits and obligations of the SpinCo Portion under such Shared Contract and a member as contemplated by the previous sentence is effected, (A) the Assets associated with that the EHP Portion of the Nuance Group shall receive the interest in the benefits and obligations of the Nuance Portion under such Shared Contract, it being understood that no Party Contract shall have Liability to be enjoyed by EHP or another EHP Group Member; (B) the other Party for Liabilities associated with the failure EHP Portion of any third party to perform its obligations under any such Shared ContractContract shall borne by EHP or another EHP Group Member; (C) the Assets associated with the EPC Portion of such Shared Contract shall be enjoyed by EPC or another EPC Group Member; and (D) the Liabilities associated with the EPC Portion of such Shared Contract shall be borne by EPC or another EPC Group Member.

Shared Contracts. Following the date hereof, the parties hereto shall use their commercially reasonable efforts to enter into or to grant, and to cause each third party counterparty to a Contract that directly benefit both (x) the Excluded Assets and (y) the Business including those set forth on Section 5.28 of the Disclosure Schedules (each a “Shared Contract”) to enter into or to grant, any new agreements, bifurcations or consents as are reasonably necessary to permit the Companies and their Subsidiaries and the Sellers and their Affiliates, as applicable, to, on an independent basis following the Closing, derive those benefits, and to assume any obligations and economic burdens related to such benefits, as each such Person derives from such Shared Contract immediately prior to the Closing. If, on the Closing Date, any such third party agreement or consent is not obtained, the Sellers and Purchaser shall, and Purchaser shall cause the Companies and their Subsidiaries to, (a) Except as set forth on Schedule VIII, the Parties shallcontinue to use commercially reasonable efforts to enter into or to grant, and shall to cause each third party counterparty to a Shared Contract to enter into or to grant, any such new agreements, bifurcations or consents and (b) cooperate reasonably following the members Closing in a mutually acceptable arrangement under which the Companies and their Subsidiaries and the Sellers and their Affiliates, as applicable, would, where commercially reasonable and in compliance with applicable Law, obtain the appropriate benefits and assume the related obligations and bear the related economic burdens in respect of their respective Groups tothe Shared Contracts, use their respective reasonable best efforts to work together (andincluding by means of subcontracting, if necessary and desirablesublicensing or subleasing arrangements, to work with or enforcement by the third party to such Shared Contract) in an effort to divide, partially assign, modify or replicate (in whole or in part) the respective rights and obligations under and in respect of any Shared Contract, such that (a) a member of the SpinCo Group is the beneficiary of the rights and is responsible Contract for the obligations related to that portion benefit (and at the expense) of such Shared Contract relating to the SpinCo Business each Company or any of their Subsidiaries, or each Seller or any or their Affiliates (the “SpinCo Portion”), which rights shall be a SpinCo Asset and which obligations shall be a SpinCo Liability, 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 ) that is an intended beneficiary thereof pursuant to enter into an arrangement to formally divide, partially assign, modify or replicate such Shared Contract prior to the Distribution as contemplated by the previous sentence, then the Parties shall, and shall cause their respective Group members to, cooperate in any reasonable and permissible arrangement to provide that, following the 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, it being understood that no Party shall have Liability to the other Party for the failure of any third party to perform its obligations under any such Shared Contractthis Section 5.28.

Shared Contracts. (a) Except as set forth on Schedule VIIIIX, 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 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 Contract relating to the SpinCo Business (the “SpinCo Portion”), which rights shall be a SpinCo Asset and which obligations shall be a SpinCo Liability, and (b) a member of the Nuance Parent 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 Parent Portion”), which rights shall be a Nuance Parent Asset and which obligations shall be a Nuance 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 previous sentence, and subject to the other provisions of this Section 2.04, then the Parties shall, and shall cause their respective Group members to, cooperate in any reasonable and permissible arrangement as determined by Parent to provide that, following the 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 Parent Group shall receive the interest in the benefits and obligations of the Nuance Parent Portion under such Shared Contract, it being understood that no Party shall have Liability to the other Party for the failure of any third party to perform its obligations under any such Shared Contract.

Shared Contracts. (a) Except as set forth on Schedule VIII, the The Parties shall, and shall cause the members of their respective Groups to, use their respective commercially 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 and in respect of any Shared Contract, Contract such that (ai) 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 Contract relating to the SpinCo Business (the “SpinCo Portion”), which rights shall be a SpinCo Asset and which obligations shall be a SpinCo Liability, and (bii) a member of the Nuance Parent 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 Parent Portion”), which rights shall be a Nuance Parent Asset and which obligations shall be a Nuance 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 previous immediately preceding sentence, and subject to the other provisions of this Section 2.04, then the Parties shall, and shall cause their respective Group members to, cooperate in any reasonable and permissible arrangement as determined by Parent to provide that, following the 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 Parent Group shall receive the interest in the benefits and obligations of the Nuance Parent Portion under such Shared Contract, it being understood that no Party shall have Liability to the other Party for the failure of any third party to perform its obligations under any such Shared Contract.

Shared Contracts. (a) Except as set forth on Schedule VIIIPrior to the Closing, each of the Parties Sellers and the Buyer shall, and shall cause the members of their respective Groups Affiliates 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 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 Contract relating to the SpinCo Business (the “SpinCo Portion”), which rights shall be a SpinCo Asset and which obligations shall be a SpinCo Liabilityobtain from, and (b) a member of the Nuance Group is the beneficiary of the rights to cooperate in obtaining from, 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 arrangement to formally divide, partially assign, modify or replicate such Shared Contract prior to the Distribution as contemplated by the previous sentence, then the Parties shall, and shall cause their respective Group members Affiliates to, cooperate enter into with, each third party to a Shared Contract, either (a) a separate contract or agreement in any reasonable a form reasonably acceptable to CCR and permissible arrangement to provide that, following the Distribution, Buyer (a member of “New Contract”) that allocates the SpinCo Group shall receive the interest in the benefits rights and obligations of the SpinCo Portion Sellers and their Affiliates under each such Shared Contract as between the Business, on the one hand, and the retained business of the Sellers and their Affiliates, on the other hand, and which are otherwise substantially similar in all material respects to such Shared Contract, or (b) a contract or agreement in a form reasonably acceptable to CCR and the Buyer effective as of the Closing (the “Partial Assignments and Releases”) that (i) assigns the rights and obligations under such Shared Contract solely to the extent related to the Business and a member arising after the Closing to the Buyer and (ii) releases the Sellers and their Affiliates from all liabilities or obligations with respect to the Business that arise after the Closing. Any New Contracts that relate to the Business (the “New Business Contracts”) shall be entered into by the Buyer or its Affiliates effective as of the Nuance Group Closing and shall receive allocate to the interest in the benefits Buyer all rights and obligations of the Nuance Portion Sellers or their Affiliates (as applicable) under the applicable Shared Contract being replaced to the extent such rights and obligations relate to the Business (or applicable portion thereof) and arise after the Closing. All purchase commitments under the Shared Contracts shall be allocated under the New Business Contracts or the Partial Assignments and Releases as between the Business, on the one hand, and the retained business of the Sellers and their Affiliates, on the other hand, in an equitable manner that is mutually and reasonably agreed to by the Buyer and the Sellers. In connection with the entering into of New Business Contracts, the parties shall use their reasonable best efforts to ensure that the Sellers and their Affiliates are released by the third party with respect to all liabilities and obligations relating to the Business and arising after the Closing. In the event that any third party under a Shared Contract does not agree to enter into a New Business Contract or Partial Assignment and Release consistent with this Section 5.17, the parties shall in good faith seek mutually acceptable alternative arrangements for purposes of allocating rights and liabilities and obligations under such Shared ContractContract (provided, it being understood that no Party such arrangements shall have Liability not result in a breach or violation of such Shared Contract by the Sellers). Such alternative arrangements may include a subcontracting, sublicensing or subleasing arrangement under which the Buyer would, in compliance with Law, obtain the benefits under, and, to the other Party extent first arising after the Closing, assume the obligations and bear the economic burdens associated with, such Shared Contract solely to the extent related to the Business or under which the Sellers would, upon the Buyer’s request, enforce for the failure benefit (and at the expense) of the Buyer any and all of the Sellers’ rights against such third party under such Shared Contract solely to the extent related to the Business, and the Sellers would promptly pay to the Buyer when received all monies received by them under such Shared Contract solely to the extent related to the Business. The parties also confirm their present intent to continue in the ordinary course of business consistent with past practice to uphold their respective commitments and cost sharing arrangements regarding sponsored marketing properties relating to the Business, to the extent those are mutually agreed upon from time to time. The Sellers shall provide a list of all Material Contracts and Shared Contracts in which such currently existing commitments and cost sharing arrangements are documented, and, with respect to Shared Contracts, which are related to the Business, as soon as reasonably practicable after the date hereof but in any event within the earlier to occur of (x) the date that is forty-five (45) days following the date hereof and (y) the Closing Date, and shall promptly notify the Buyer of any third party to perform its obligations under contract or agreement entered into between the date hereof and the Closing Date in accordance with Section 5.01 in which any such arrangements are documented and which, had such contract or agreement been entered into prior to the date hereof, would have been a Material Contract required to be set forth on Section 3.12(a) of the Disclosure Schedule or a Shared ContractContract required to be set forth on Section 3.12(b) of the Disclosure Schedule.

Shared Contracts. With respect to the Shared Contracts, the Seller, the Purchaser and their respective Affiliates shall be entitled to continue to derive benefits, and required to assume any obligations and economic burdens attributable to such benefits, following the Closing in accordance with the terms of this Section 4.12. From the date hereof until the date that is twelve (a12) Except as set forth on Schedule VIIImonths after the Closing Date, the Parties shalland their Affiliates shall use their Commercially Reasonable Efforts to enter into or to grant, and shall to cause each third party counterparty to a Shared Contract to enter into or to grant, any such new agreements or consents as are reasonably necessary to permit the members Seller and its Affiliates or the Purchaser and its Affiliates (including the Transferred Entities) to derive such benefits, and assume such obligations and economic burdens, on an independent basis following the Closing; provided, that, none of the Seller, the Purchaser or any of their respective Groups toAffiliates shall be required to offer or grant any financial or nonfinancial accommodation in connection therewith that the granting Party in its reasonable judgement determines would be material. If, use their respective reasonable best efforts to work together on the Closing Date, any such third party agreement or consent is not obtained, the Seller and the Purchaser shall cooperate in a mutually acceptable arrangement under which the Seller and its Affiliates or the Purchaser and its Affiliates (andincluding the Transferred Entities) would, if necessary in compliance with Law, obtain the appropriate benefits and desirableassume the related obligations and bear the related economic burdens in respect of such Shared Contracts, to work with including by means of subcontracting, sublicensing or subleasing arrangements, or enforcement by the third party to such Shared Contract) in an effort to divide, partially assign, modify or replicate (in whole or in part) the respective rights and obligations under and in respect of any Shared Contract, such that (a) a member of the SpinCo Group is the beneficiary of the rights and is responsible Contract for the obligations related to that portion benefit (and at the expense) of such Shared Contract relating to the SpinCo Business (the “SpinCo Portion”), which rights shall be a SpinCo Asset and which obligations shall be a SpinCo Liability, 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 arrangement to formally divide, partially assign, modify or replicate such Shared Contract prior to the Distribution as contemplated by the previous sentence, then the Parties shall, and shall cause their respective Group members to, cooperate in any reasonable and permissible arrangement to provide that, following the 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, it being understood that no Party shall have Liability to the other Party for the failure or any of any third party its Affiliates (as applicable) that is an intended beneficiary thereof pursuant to perform its obligations under any such Shared Contractthis Section 4.12.

Shared Contracts. (a) Except as set forth on Schedule VIII, the 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 and/or replicate (in whole or in part) the respective rights and obligations under and in respect of any Shared Contract, such that (a) a member of the SpinCo AdvanSix Group is the beneficiary of the rights and is responsible for the obligations related to that portion of such Shared Contract relating to the SpinCo AdvanSix Business (the “SpinCo AdvanSix Portion”), which rights shall be a SpinCo AdvanSix Asset and which obligations shall be a SpinCo Liability, AdvanSix Liability and (b) a member of the Nuance Honeywell Group is the beneficiary of the rights and is responsible for the obligations related to such Shared Contract not relating to the SpinCo AdvanSix Business (the “Nuance Honeywell Portion”), which rights shall be a Nuance Honeywell Asset and which obligations shall be a Nuance 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 arrangement to formally divide, partially assign, modify or and/or replicate such Shared Contract prior to the Distribution as contemplated by the previous sentence, then the Parties shall, and shall cause their respective Group members to, cooperate in any reasonable and permissible lawful arrangement to provide that, following the DistributionDistribution and until the earlier of five years after the Distribution Date and such time as the formal division, partial assignment, modification and/or replication of such Shared Contract as contemplated by the previous sentence is effected, a member of the SpinCo AdvanSix Group shall receive the interest in the benefits and obligations of the SpinCo AdvanSix Portion under such Shared Contract and a member of the Nuance Honeywell Group shall receive the interest in the benefits and obligations of the Nuance Honeywell Portion under such Shared Contract, it being understood that no Party shall have Liability to the other Party for the failure of any third party to perform its obligations under any such Shared Contract.

Shared Contracts. (a) Except as set forth on Schedule VIIIotherwise agreed by Pluto and Utah or as otherwise provided in this Agreement or any Ancillary Agreement, and except with respect to any Shared Contract that relates to services to be provided under the Transition Services Agreement, the Parties shallshall use their commercially reasonable efforts to separate the Shared Contracts into separate contracts so that the Spinco Business will remain entitled to the rights and benefits, and shall cause be subject to the members of their respective Groups toLiabilities, use their respective reasonable best efforts with respect to work together (andor arising from each Shared Contract to the extent related to the Spinco Business, 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 and in respect of any Shared Contract, such that (a) a member of the SpinCo Group is the beneficiary of Pluto will retain the rights and is responsible for benefits, and shall be subject to the obligations Liabilities, with respect or arising from each Shared Contract to the extent related to the Pluto Business; provided that portion neither Group shall be required to pay any amount to any Third Party (other than as provided for in the underlying Contract), commence or participate in any Action or offer or grant any accommodation (financial or otherwise, including any accommodation or arrangement to remain secondarily liable or contingently liable for any Liability of the other Group) to any Third Party to obtain any such separation). If a counterparty to any Shared Contract relating that is entitled under the terms of the Shared Contract to consent to the SpinCo Business (the “SpinCo Portion”), which rights shall be a SpinCo Asset and which obligations shall be a SpinCo Liability, and (b) a member separation of the Nuance Group is the beneficiary of the rights and is responsible for the obligations related to such Shared Contract has not relating to provided such consent or if 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 separation of a Shared Contract unless and until any necessary Consents are obtained or made, has not been completed 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 of the Distribution as contemplated by the previous sentenceDate for any other reason, then the Parties shallshall use their commercially reasonable efforts to develop and implement arrangements (including subcontracting, sublicensing, subleasing or back-to-back agreement) to pass along to the Spinco Group the benefit and shall cause their respective Group members to, cooperate in any reasonable and permissible arrangement to provide that, following the Distribution, a member Liabilities of the SpinCo Group shall receive the interest in the benefits and obligations portion of the SpinCo Portion under any such Shared Contract related to the Spinco Business and a member to pass along to the Pluto Group the benefit and the Liabilities of the Nuance Group shall receive the interest in the benefits and obligations portion of the Nuance Portion under Shared Contract related to the Pluto Business, as the case may be. If and when any such consent is obtained, the Shared Contract will be separated in accordance with this Section 2.09(a). With respect to each Shared Contract, it being understood that no Party the obligations set forth in this Section 2.09(a) shall have Liability to terminate on the other Party for first anniversary of the failure Distribution Date or, if earlier, upon the termination or expiration of any third party to perform its obligations under any each such Shared ContractContract in accordance with its terms (without any obligation to renew or extend). Spinco shall bear any costs related to separating the Shared Contracts.

Shared Contracts. (a) Except as set forth on Schedule VIII, the 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 and/or replicate (in whole or in part) the respective rights and obligations under and in respect of any Shared Contract, such that (a) a member of the SpinCo Time Group is the beneficiary of the rights and is responsible for the obligations related to that portion of such Shared Contract relating to the SpinCo Publishing Business (the “SpinCo Time Portion”), which rights shall be a SpinCo Time Asset and which obligations shall be a SpinCo Liability, Time Liability and (b) a member of the Nuance TWX Group is the beneficiary of the rights and is responsible for the obligations related to such Shared Contract not relating to the SpinCo Publishing Business (the “Nuance TWX Portion”), which rights shall be a Nuance TWX Asset and which obligations shall be a Nuance TWX 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 and/or replicate such Shared Contract prior to the Distribution as contemplated by the previous sentence, then the Parties shall, and shall cause their respective Group members to, cooperate in any reasonable and permissible lawful arrangement to provide that, following the DistributionDistribution and until the earlier of five years after the Distribution Date and such time as the formal division, partial assignment, modification and/or replication of such Shared Contract as contemplated by the previous sentence is effected, a member of the SpinCo Time Group shall receive the interest in the benefits and obligations of the SpinCo Time Portion under such Shared Contract and a member of the Nuance TWX Group shall receive the interest in the benefits and obligations of the Nuance TWX Portion under such Shared Contract, it being understood that no Party shall have Liability to the other Party for the failure of any third party to perform its obligations under any such Shared Contract.

Shared Contracts. (a) Except as set forth on Schedule VIIIFrom the date hereof until the date that is 12 months following the Closing, the Parties Seller and Purchaser shall, and shall cause the members of their respective Groups Affiliates to, use their respective reasonable best efforts to work together (and, if necessary and desirable, to work with the third party to such any Shared Contract) in an effort to divide, partially assign, modify or replicate (in whole or in part) the respective rights and obligations under and in respect of any Shared Contract, such that that, following the Closing, (ai) Purchaser, an Affiliate of Purchaser or a member of the SpinCo Group Company is the beneficiary of the rights and is responsible for the obligations related to that the portion of such Shared Contract relating related to the SpinCo Business (the “SpinCo Purchaser Portion”), which rights shall be a SpinCo Asset an asset of and which obligations shall be a SpinCo Liabilityliability of Purchaser, an Affiliate of Purchaser or a Group Company, and (bii) Seller or an Affiliate of Seller (other than a member of the Nuance Group Company) is the beneficiary of the rights and is responsible for the obligations related to such Shared Contract not relating to the SpinCo Seller Business (the “Nuance Seller Portion”), which rights shall be a Nuance Asset an asset of and which obligations shall be a Nuance Liabilityliability 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. If the Parties, Seller and Purchaser or their respective Group membersAffiliates, as applicable, are not able to enter into an arrangement to formally divide, partially assign, modify or replicate (in whole or in part) the rights and obligations under and in respect of any such Shared Contract prior to the Distribution as contemplated Closing, the Closing shall, subject to the satisfaction (or, to the extent permitted by applicable Law, the waiver by the previous sentenceparties 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), then nonetheless take place on the Parties terms set forth herein and, thereafter and until the earlier of (x) the date that is 12 months following the Closing and (y) the date on which the division, partial assignment, modification or replication of such Shared Contract is effected, Seller and Purchaser shall, and shall cause their respective Group members Affiliates to, cooperate in any commercially reasonable and permissible arrangement to provide thatthat (1) Purchaser, following the Distribution, an Affiliate of Purchaser or a member of the SpinCo Group Company shall receive the interest in the benefits and obligations of the SpinCo Purchaser Portion under and in respect of such Shared Contract and (2) Seller or an Affiliate of Seller (other than a member of the Nuance Group Company) shall receive the interest in the benefits and obligations of the Nuance Seller Portion under such Shared Contract, it being understood that no Party shall have Liability to the other Party for the failure and in respect of any third party to perform its obligations under any such Shared Contract.

Shared Contracts. (a) Except as set forth on Schedule VIII, the 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 and/or replicate (in whole or in part) the respective rights and obligations under and in respect of any Shared Contract, such that (a) a member of the SpinCo Wytec Group is the beneficiary of the rights and is responsible for the obligations related to that portion of such Shared Contract relating to the SpinCo Wytec Business (the “SpinCo "Wytec Portion”"), which rights shall be a SpinCo Wytec Asset and which obligations shall be a SpinCo Liability, Wytec Liability and (b) a member of the Nuance Company Group is the beneficiary of the rights and is responsible for the obligations related to such Shared Contract not relating to the SpinCo Wytec Business (the “Nuance "Company Portion”"), which rights shall be a Nuance Company Asset and which obligations shall be a Nuance Company 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 and/or replicate such Shared Contract prior to the Distribution as contemplated by the previous sentence, then the Parties shall, and shall cause their respective Group members to, cooperate in any reasonable and permissible lawful arrangement to provide that, following the DistributionDistribution and until the earlier of five years after the Distribution Date and such time as the formal division, partial assignment, modification and/or replication of such Shared Contract as contemplated by the previous sentence is effected, a member of the SpinCo Wytec Group shall receive the interest in the benefits and obligations of the SpinCo Wytec Portion under such Shared Contract and a member of the Nuance Company Group shall receive the interest in the benefits and obligations of the Nuance Company Portion under such Shared Contract, it being understood that no Party shall have Liability to the other Party for the failure of any third party to perform its obligations under any such Shared Contract.

Shared Contracts. (a) Except as set forth on Schedule VIII, the The Parties shall, and shall cause the members of their respective Groups Subsidiaries to, use their respective reasonable best efforts to work together (and, if necessary and desirable, to work with the third party any Third Party to such any Shared Contract) in an effort to divide, partially assign, modify or and/or replicate (in whole or in part) the respective rights and obligations under and in respect of any Shared Contract, such that (a) a member of the SpinCo Group is Company or its Subsidiaries are the beneficiary beneficiaries of the rights and is responsible for the obligations related to that portion of such Shared Contract to the extent relating to the SpinCo Business (the “SpinCo Portion”), which rights shall be a SpinCo Asset and which obligations shall be a SpinCo LiabilityBusiness, and (b) a member of Cementos, the Nuance Group is Argos Parties or their respective Subsidiaries are the beneficiary beneficiaries of the rights and is are responsible for the obligations related to such Shared Contract to the extent not relating to the SpinCo Business (the “Nuance Portion”), which rights Business; provided that no Party shall be a Nuance Asset and which obligations shall be a Nuance Liability. Nothing obligated to make any concessions or concede anything of value in this Agreement shall require the order to effect such division, partial assignment, modification or replication of a Shared Contract unless and until any necessary Consents are obtained or made, as applicablereplication. If the Parties, or their respective Group membersSubsidiaries, as applicable, are not able to enter into an arrangement to formally divide, partially assign, modify or and/or replicate such any Shared Contract prior to the Distribution Closing as contemplated by the previous sentence, then the Parties shall, and shall cause their respective Group members Affiliates to, cooperate in to endeavor to enter into any reasonable lawful and contractually permissible arrangement to provide that, following the DistributionClosing and until the earlier of 12 month after the Closing and such time as the formal division, a member partial assignment, modification and/or replication of such Shared Contract as contemplated by the SpinCo Group previous sentence is effected, the Company or its Subsidiaries shall receive the interest in the benefits and obligations of the SpinCo Portion under such applicable portion of any Shared Contract to the extent relating to the Business and a member of the Nuance Group Cementos, Argos Party or their respective Subsidiaries shall receive the interest in the benefits and obligations of the Nuance Portion under applicable portion of such Shared Contract, it being understood that no Party shall have Liability Contract to the other Party for extent not relating to the failure of any third party to perform its obligations under any such Shared ContractBusiness.

Shared Contracts. (a%3) Except as set forth on Schedule VIII, the Parties The parties shall, and shall cause the members of their respective Groups subsidiaries to, use their respective commercially reasonable best efforts to work together (and, if necessary and desirable, to work with the third party to such any Shared Contract) in an effort to divide, partially assign, modify or and/or replicate (in whole or in part) the respective rights and obligations under and in respect of any Shared Contract, such that (ai) a member of the SpinCo Group Purchaser is the beneficiary of the rights and is responsible for the obligations related to that the portion of such Shared Contract relating to the SpinCo Business (the “SpinCo Purchaser Portion”), which rights shall be a SpinCo Transferred Asset and which obligations shall be a SpinCo an Assumed Liability, and (bii) a member of the Nuance Seller 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 Seller Portion”), which rights shall be a Nuance an Excluded Asset and which obligations shall be a Nuance Retained 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, parties or their respective Group members, as applicable, affiliates are not able to enter into an arrangement to formally divide, partially assign, modify and/or replicate (in whole or replicate in part) the rights and obligations under and in respect of any such Shared Contract prior to the Distribution as contemplated by the previous sentenceimmediately preceding sentence prior to the Closing, then the Parties Closing shall, subject to Section 2.01 and the satisfaction of the conditions set forth in Article VII and unless this Agreement is terminated in accordance with Article VIII, nonetheless take place on the terms set forth herein and, thereafter, Purchaser and Seller shall, and shall cause their respective Group members subsidiaries to, use their commercially reasonable efforts to cooperate (each at its own expense) in any lawful, contractually permissible and commercially reasonable and permissible arrangement to provide thatunder which, following the DistributionClosing and until the date on which the division, partial assignment, modification and/or replication of such Shared Contract as contemplated by the immediately preceding sentence is effected, Purchaser shall receive the interest in the benefits and obligations of the Purchaser Portion under such Shared Contract and a member of the SpinCo Seller 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 Seller Portion under such Shared Contract, it being understood that no Party shall have Liability to the other Party for the failure of any third party to perform its obligations under any such Shared Contract.

Shared Contracts. (a) Except as set forth on Schedule VIII, the Parties The parties shall, and shall cause the members of their respective Groups subsidiaries to, use their respective commercially reasonable best efforts to work together (and, if necessary and desirable, to work with the third party to such any Shared Contract) in an effort to divide, partially assign, modify or and/or replicate (in whole or in part) the respective rights and obligations under and in respect of any Shared Contract, such that (ai) a member of the SpinCo Group Purchaser is the beneficiary of the rights and is responsible for the obligations related to that the portion of such Shared Contract relating to the SpinCo Business (the “SpinCo Purchaser Portion”), which rights shall be a SpinCo Transferred Asset and which obligations shall be a SpinCo an Assumed Liability, and (bii) a member of the Nuance Seller 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 Seller Portion”), which rights shall be a Nuance an Excluded Asset and which obligations shall be a Nuance Retained 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, parties or their respective Group members, as applicable, affiliates are not able to enter into an arrangement to formally divide, partially assign, modify and/or replicate (in whole or replicate in part) the rights and obligations under and in respect of any such Shared Contract prior to the Distribution as contemplated by the previous sentenceimmediately preceding sentence prior to the Closing, then the Parties Closing shall, subject to Section 2.01 and the satisfaction of the conditions set forth in Article VII and unless this Agreement is terminated in accordance with Article VIII, nonetheless take place on the terms set forth herein and, thereafter, Purchaser and Seller shall, and shall cause their respective Group members subsidiaries to, use their commercially reasonable efforts to cooperate (each at its own expense) in any lawful, contractually permissible and commercially reasonable and permissible arrangement to provide thatunder which, following the DistributionClosing and until the date on which the division, partial assignment, modification and/or replication of such Shared Contract as contemplated by the immediately preceding sentence is effected, Purchaser shall receive the interest in the benefits and obligations of the Purchaser Portion under such Shared Contract and a member of the SpinCo Seller 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 Seller Portion under such Shared Contract, it being understood that no Party shall have Liability to the other Party for the failure of any third party to perform its obligations under any such Shared Contract.

Shared Contracts. (a) Except as Notwithstanding anything to the contrary set forth on Schedule VIIIin this Agreement, the Parties acknowledge and agree that, following the Closing Date, the Shared Contracts shall continue to be owned by the applicable members of the Seller Group. Prior to the Closing, Liz Foreign shall, and shall cause each member of the Seller Group (solely to the extent relating to the Mexx Europe Assets) to use its reasonable best efforts to obtain the agreement of the other party or parties to any such Shared Contract to continue to provide goods or services in respect of such Shared Contract (as it relates to the Mexx Europe Business) to the Acquired Companies following the Closing on the same terms and conditions as exist at the time such agreement is sought, and, in the event that such agreement cannot be obtained, Liz Foreign shall, and shall cause the members of their respective Groups to, use their respective reasonable best efforts the Seller Group (solely to work together (and, if necessary and desirable, to work with the third party extent relating to such Shared Contract) in an effort to, use reasonable best efforts to divideprovide, partially assignor cause to be provided, modify such goods or replicate (in whole or in part) services provided under the respective rights and obligations Shared Contract under and in respect subject to the terms and conditions of the Transition Services Agreement; provided, however, that the foregoing shall not require any Shared Contract, such that (a) a member of the SpinCo Seller Group is the beneficiary or any of its Affiliates to expend money, commence any Legal Action or offer or grant any accommodation (financial or otherwise) to any third party. The Buyers agree that no member of the rights and is responsible for Seller Group shall have any liability whatsoever to the obligations related to that portion Buyers or the Acquired Companies arising out of such Shared Contract or relating to the SpinCo Business (the “SpinCo Portion”)failure to obtain any such separate agreement. The Buyers further agree that no representation, which rights warranty, covenant or agreement of any Seller contained herein shall be a SpinCo Asset breached or deemed breach, and which obligations no condition of the Buyers shall be a SpinCo Liabilitydeemed not satisfied, and (b) a member as the result of the Nuance Group is the beneficiary of the rights and is responsible for the obligations related failure to obtain any such Shared Contract not relating separate agreement or provide such services pursuant to the SpinCo Business (the “Nuance Portion”)Transition Services Agreement. This Section 6.4(a) shall not apply to Shared Contracts for Licensed Shared Software, to which rights Section 6.4(b)(ii) 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 arrangement to formally divide, partially assign, modify or replicate such Shared Contract prior to the Distribution as contemplated by the previous sentence, then the Parties shall, and shall cause their respective Group members to, cooperate in any reasonable and permissible arrangement to provide that, following the 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, it being understood that no Party shall have Liability to the other Party for the failure of any third party to perform its obligations under any such Shared Contractapply.

Shared Contracts. (a) Except as set forth on Schedule VIIIFrom the date hereof until the date that is 12 months following the Closing Date, the Parties Parent and Purchaser shall, and shall cause the members of their respective Groups Subsidiaries to, use their respective reasonable best efforts to work together (and, if necessary and desirable, to work with the any third party to such any Shared Contract) in an effort to divide, partially assign, modify or replicate (in whole or in part) the respective rights rights, properties, claims and obligations under and in respect of any Shared Contract, such that that, following the Closing, (ai) Purchaser, a member Subsidiary of the SpinCo Purchaser or a Group Company is the beneficiary of the rights rights, properties and claims and is responsible for the obligations related to that the portion of such Shared Contract relating related to the SpinCo Business (the “SpinCo Purchaser Portion”), which rights rights, properties and claims shall be a SpinCo Asset an asset of and which obligations shall be a SpinCo Liabilityliability of Purchaser, a Subsidiary of Purchaser or a Group Company, and (bii) Parent or a member Subsidiary of the Nuance Parent (other than a Group Company) is the beneficiary of the rights rights, properties and claims and is responsible for the obligations related to such Shared Contract not relating to the SpinCo Parent Business (the “Nuance Parent Portion”), which rights rights, properties and claims shall be a Nuance Asset an asset of and which obligations shall be a Nuance Liabilityliability of Parent or a Subsidiary of Parent (other than a Group Company). Nothing in this Agreement shall require the division, partial assignment, modification or replication of a Shared Contract Contract, other than a Shared CBA (which, for this purpose, shall be governed by Section 5.06(i)), unless and until any necessary Consents are obtained or made, as applicable. If the Parties, Parent and Purchaser or their respective Group membersSubsidiaries, as applicable, are not able to enter into an arrangement to formally divide, partially assign, modify or replicate (in whole or in part) the rights and obligations under and in respect of any such Shared Contract prior to the Distribution Closing (whether as contemplated by a practical matter or as a result of any such division, assignment, modification or replication requiring the previous sentenceConsent of any Governmental Entity or other third party and such Consent has not been obtained or such other requirement has not been satisfied at or prior to the Closing), then the Parties Closing shall, subject to Section 1.02, nonetheless take place on the terms set forth herein and, thereafter and until the earlier of (x) the date that is 12 months following the Closing and (y) the date on which the division, partial assignment, modification or replication of such Shared Contract is effected, Parent and Purchaser shall, and shall cause their respective Group members Subsidiaries to, cooperate in any commercially reasonable and permissible arrangement to provide that, following the Distributionthat (1) Purchaser, a member Subsidiary of the SpinCo Purchaser or a Group Company shall receive the interest in the benefits benefits, rights, properties, claims and obligations of the SpinCo Purchaser Portion under and in respect of such Shared Contract and (2) Parent or a member Subsidiary of the Nuance Parent (other than a Group Company) shall receive the interest in the benefits benefits, rights, properties, claims and obligations of the Nuance Parent Portion under and in respect of such Shared Contract. Parent and Purchaser shall not, it being understood that no Party and shall have Liability cause their Subsidiaries to the other Party for the failure of any third party to perform its obligations under not, amend, modify or terminate any such Shared Contract in a manner adverse to the Business or the Parent Business, respectively, in any material respect without the consent of Purchaser or Parent, respectively (other than any termination that occurs as a result of the expiration of the applicable term of any such Shared Contract in accordance with the terms of such Shared Contract).

Shared Contracts. (ai) Except as set forth Fox (including on Schedule VIII, behalf of the Parties shall, and shall cause the other members of their respective Groups to, the Fox Group) shall use their respective reasonable best efforts to work together separate and cause the applicable member of the Newco Group or the applicable Direct Sales Entity (and, if necessary and desirable, or the applicable Subsidiary of a Direct Sales Entity) to work enter into new agreements with the third party counterparties to such the Fox Shared ContractContracts prior to the Separation, so that the Newco Group or the applicable Direct Sales Entity (or the applicable Subsidiary of a Direct Sales Entity) in an effort will be entitled to divide, partially assign, modify or replicate (in whole or in part) the respective rights and obligations under interests of, and in respect will be subject to the Liabilities under, such Fox Shared Contract to the extent related to the A&S Business. Upon such separation of any a Fox Shared Contract, such the separated Contract that is related to the A&S Business will be a Newco Contract and the other separated Contract will be an Excluded Asset. To the extent that Fox is unable or the counterparties are unwilling to enter into agreements with respect to any Fox Shared Contract, Fox (a) a or the applicable member of the SpinCo Group Fox Group) will partially assign the A&S Business functions to Newco or the applicable Direct Sales Entity (or the applicable Subsidiary of a Direct Sales Entity) in the manner agreed to by the Parties (but only if such Fox Shared Contract is assignable) and in the beneficiary event that such partial assignment is not permitted by the terms of the rights and is responsible for the obligations related to that portion of such applicable Fox Shared Contract relating or consented to by the SpinCo Business (applicable counterparty, Fox shall use reasonable best efforts to provide for an alternative arrangement so that the “SpinCo Portion”), which rights shall be a SpinCo Asset and which obligations shall be a SpinCo Liability, and (b) a applicable member of the Nuance Newco Group is or the beneficiary applicable Direct Sales Entity (or the applicable Subsidiary of a Direct Sales Entity) will have the benefits and burdens of such Fox Shared Contract as though it had been partially assigned; provided, however, that no member 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 Fox Group shall be a Nuance Asset and which obligations 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 Fox shall obtain Ainge’s express written consent (such consent not to be a Nuance Liability. Nothing in this Agreement shall require the divisionunreasonably withheld, partial assignmentconditioned or delayed) prior to agreeing to any waiver, amendment, modification or replication of a termination under any such Fox Shared Contract unless and until any necessary Consents are obtained if such waiver, amendment, modification or made, as applicable. If termination would have the Partieseffect of limiting or restricting the rights or interests of, 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 increasing the Distribution as contemplated by the previous sentence, then the Parties shall, and shall cause their respective Group members costs to, cooperate in any reasonable and permissible arrangement to provide that, following the Distribution, a member of the SpinCo Newco Group or the applicable Direct Sales Entity (or the applicable Subsidiary of a Direct Sales Entity), under such Fox Shared Contract. Newco shall receive cooperate with Fox in connection with the interest entering into of any new agreement or partial assignment. The obligations set forth in the benefits first sentence of this Section 1.8(c)(i) regarding Fox use of reasonable best efforts to separate and assign Fox Shared Contracts shall terminate on the eighteen (18) month anniversary of the Closing Date, and the obligations set forth in the remainder of this Section 1.8(c)(i), including the obligations of Fox to use reasonable best efforts to provide for alternative arrangements, shall survive for the SpinCo Portion under such Shared Contract and a member duration of the Nuance Group shall receive the interest in the benefits and obligations term of the Nuance Portion under such Shared Contract, it being understood that no Party shall have Liability applicable Contract (without any obligation to the other Party for the failure of any third party to perform its obligations under any such Shared Contractrenew or extend).

Shared Contracts. (a) Except as set forth on Schedule VIIIFrom the date of this Agreement until the Closing, with respect to each of the Parties Shared Contracts, including those listed in Section 5.7(a) of the Seller Disclosure Schedules, Seller shall, and Seller shall cause the members of their respective Groups its Affiliates to, use their respective commercially reasonable best efforts to work together (and, if necessary and desirable, to work with cause the third party counterparty to such Shared Contract) in an effort Contracts to divide, partially assign, modify or replicate (in whole or in part) consent to the respective assignment of those rights and obligations of Seller and its applicable Affiliates under such Shared Contracts to the extent related to the Company and its Subsidiaries or the Business, or to otherwise reasonably cooperate with Purchaser in respect of any Purchaser’s efforts to enter into replace such Shared Contract, such that (a) Contract into a stand-alone new Contract between a member of the SpinCo Company Group is and such counterparty on substantially the beneficiary same terms (to the extent relating to the Company Group or the Business) as those that exist under such Shared Contract (such assignment or entry into a new Contract, the “Contract Separation”); provided, however, that nothing in this Section 5.7(a) shall require Purchaser, Seller or any of their Affiliates to pay any fee or other payment or consideration (monetary or otherwise), take any Extraordinary Action, make a concession to any third party or provide any material right to any third party, make any material amendments or material modifications in any manner materially adverse to the extent of the rights and is responsible for the obligations related to Seller or any of its Affiliates (other than the Business), or otherwise incur any liability or out-of-pocket expense, in each case, in connection with the obligations or efforts set forth in this Section 5.7(a) (together the “Pre-Closing Proviso”); provided, further, that in the case of Shared Contracts which are Contracts primarily for the provision of material Intellectual Property Rights to the Business or any Company Group, Seller and its Affiliates shall be required to pay any one-time cost or expense reasonably required in connection with the Contract Separation of such Shared Contracts (except for any increases in the cost of licensing any such Intellectual Property Rights as a result of such Contract Separation, which shall be borne by the relevant licensee). If the parties hereto receive such consent to the partial assignment of such portion of such rights and obligations of Seller and its Affiliates under such Shared Contract (or if no such consent is required), subject to the Pre-Closing Proviso, if applicable, Seller or its Affiliates shall assign such portion of such Shared Contract relating to the SpinCo Business (Company in accordance with the “SpinCo Portion”)terms thereunder, which rights shall be a SpinCo Asset and which obligations shall be a SpinCo Liability, 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 arrangement to formally divide, partially assign, modify or replicate such Shared Contract prior to the Distribution as contemplated by the previous sentence, then the Parties shall, and shall cause their respective Group members to, cooperate in any reasonable and permissible arrangement to provide that, following the Distribution, a member of the SpinCo Group shall receive the interest in the benefits and obligations of the SpinCo Portion extent permitted 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, it being understood that no Party shall have Liability to the other Party for the failure of any third party to perform its obligations under any such Shared Contractapplicable Law.

Shared Contracts. (a) Except as set forth on Schedule VIIIIX, 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 and in respect of any Shared Contract, such that (ai) 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 Contract relating to the SpinCo Business (the “SpinCo Portion”), which rights shall be a SpinCo Asset and which obligations shall be a SpinCo Liability, and (bii) a member of the Nuance Parent 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 Parent Portion”), which rights shall be a Nuance Parent Asset and which obligations shall be a Nuance 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 previous sentence, and subject to the other provisions of this Section 2.04, then the Parties shall, and shall cause their respective Group members to, cooperate in any reasonable and permissible arrangement as determined by Parent to provide that, following the 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 Parent Group shall receive the interest in the benefits and obligations of the Nuance Parent Portion under such Shared Contract, it being understood that no Party shall have Liability to the other Party for the failure of any third party to perform its obligations under any such Shared Contract.

Shared Contracts. (a) Except as set forth Any Transferred Contract to be conveyed, transferred, assigned and delivered in accordance with Section 2.02(f)(iv) or Section 2.02(f)(i) that does not exclusively relate to the Business (each, a “Shared Contract”) shall be conveyed, transferred, assigned and delivered only with respect to (and preserving the meaning of) those parts that relate to the Business, to an Acquired Company, if so assignable, transferrable or conveyable, or appropriately amended prior to, on Schedule VIIIor after the Closing, so that an Acquired Company shall be entitled to the Parties shall, rights and benefit of those parts of such Shared Contract that relate to the Business and shall cause assume the members of their respective Groups to, use their respective reasonable best efforts to work together (and, if necessary and desirable, to work related liabilities with the third party respect to such Shared Contract, as contemplated by Section 2.02(f)(iv), Section 2.02(f)(i) and Section 2.04(b), respectively; provided that (i) in an effort no event shall any Person be required to divideconvey, partially assigntransfer, modify assign or replicate deliver (or amend), either in whole or in part, any Shared Contract that is not assignable (or cannot be amended) by its terms without the respective rights and obligations under and in respect 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 amended, without such consent or approval, (A) until such time that such consent or approval is obtained, Parent will cooperate with VS Holdco to establish an agency type or other similar arrangement reasonably satisfactory to Parent and VS Holdco intended to both (x) provide an Acquired Company, to the fullest extent practicable under such Shared Contract, the claims, rights and benefits of those parts that relate to the Business and (y) cause such that Acquired Company to bear the related costs and liabilities thereunder from and after the Closing in accordance with this Agreement (aincluding by means of any subcontracting, sublicensing or subleasing arrangement) a member and in furtherance of the SpinCo Group is foregoing, VS Holdco shall, or shall cause another Acquired Company to, and Buyer shall cause VS Holdco or another Acquired Company to, promptly pay, perform or discharge when due any such debt, obligation or liability (including any liability for Taxes (other than Excluded Taxes)) arising after the beneficiary of the rights and is responsible for the obligations related to that portion of such Shared Contract relating to the SpinCo Business (the “SpinCo Portion”), which rights shall be a SpinCo Asset and which obligations shall be a SpinCo LiabilityClosing Date, and (bB) a member of the Nuance Group is the beneficiary of the rights and is responsible for the obligations related failure 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 so assign 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 amend such Shared Contract prior to the Distribution as contemplated by the previous sentenceClosing shall not, then the Parties shallin and of itself, and shall cause their respective Group members to, cooperate in any reasonable and permissible arrangement be deemed to provide that, following the Distribution, be a member failure of the SpinCo Group shall receive closing conditions set forth in ‎Article 8 or delay 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, it being understood that no Party shall have Liability to the other Party for the failure of any third party to perform its obligations under any such Shared ContractClosing.

Shared Contracts. (a) Except as set forth Any Transferred Contract to be conveyed, transferred, assigned and delivered in accordance with Section 2.02(f)(iv) or Section 2.02(f)(i) that does not exclusively relate to the Business (each, a “Shared Contract”) shall be conveyed, transferred, assigned and delivered only with respect to (and preserving the meaning of) those parts that relate to the Business, to an Acquired Company, if so assignable, transferrable or conveyable, or appropriately amended prior to, on Schedule VIIIor after the Closing, so that an Acquired Company shall be entitled to the Parties shall, rights and benefit of those parts of such Shared Contract that relate to the Business and shall cause assume the members of their respective Groups to, use their respective reasonable best efforts to work together (and, if necessary and desirable, to work related liabilities with the third party respect to such Shared Contract, as contemplated by Section 2.02(f)(iv), Section 2.02(f)(i) and Section 2.04(b), respectively; provided that (i) in an effort no event shall any Person be required to divideconvey, partially assigntransfer, modify assign or replicate deliver (or amend), either in whole or in part, any Shared Contract that is not assignable (or cannot be amended) by its terms without the respective rights and obligations under and in respect 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 amended, without such consent or approval, (A) until such time that such consent or approval is obtained, Parent will cooperate with VS Holdco to establish an agency type or other similar arrangement reasonably satisfactory to Parent and VS Holdco intended to both (x) provide an Acquired Company, to the fullest extent practicable under such Shared Contract, the claims, rights and benefits of those parts that relate to the Business and (y) cause such that Acquired Company to bear the related costs and liabilities thereunder from and after the Closing in accordance with this Agreement (aincluding by means of any subcontracting, sublicensing or subleasing arrangement) a member and in furtherance of the SpinCo Group is foregoing, VS Holdco shall, or shall cause another Acquired Company to, and Buyer shall cause VS Holdco or another Acquired Company to, promptly pay, perform or discharge when due any such debt, obligation or liability (including any liability for Taxes (other than Excluded Taxes)) arising after the beneficiary of the rights and is responsible for the obligations related to that portion of such Shared Contract relating to the SpinCo Business (the “SpinCo Portion”), which rights shall be a SpinCo Asset and which obligations shall be a SpinCo LiabilityClosing Date, and (bB) a member of the Nuance Group is the beneficiary of the rights and is responsible for the obligations related failure 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 so assign 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 amend such Shared Contract prior to the Distribution as contemplated by the previous sentenceClosing shall not, then the Parties shallin and of itself, and shall cause their respective Group members to, cooperate in any reasonable and permissible arrangement be deemed to provide that, following the Distribution, be a member failure of the SpinCo Group shall receive closing conditions set forth in Article 8 or delay 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, it being understood that no Party shall have Liability to the other Party for the failure of any third party to perform its obligations under any such Shared ContractClosing.

Shared Contracts. (a) Except as set forth on Schedule VIIIotherwise provided in this Agreement or the Transaction Documents (including the Project Services Agreement and any sublease agreement governing a Shared Continuing Real Property), and except with respect to any Shared Contract that relates to services to be provided under the Transition Services Agreement or the Project Services Agreement, the Parties shall, Company and shall cause the members of their respective Groups to, SpinCo will use their respective commercially reasonable best efforts to work together for a period ending twelve (and12) months after the Distribution Date (or, if necessary and desirableearlier, to work with the third party to upon termination or expiration of each such Shared Contract) to separate any Shared Contract (or take such other action as may be reasonably agreed between the Company and SpinCo) so that the SpinCo Business will remain entitled to the rights and benefits, and shall be subject to the Liabilities, with respect to or arising from such Shared Contract to the extent related to the SpinCo Business, and the Company will retain the rights and benefits, and shall be subject to the Liabilities, with respect to arising from such Shared Contract to the extent related to the Company Business; provided that (x) neither Group shall be required to pay any amount to any third party (other than as provided for in the underlying Contract), commence or participate in any Action or offer or grant any accommodation (financial or otherwise, including any accommodation or arrangement to remain secondarily liable or contingently liable for any Liability of the other Group) to any third party to obtain any such separation and (y) solely with respect to any such Shared Contract that is a framework agreement listed in Schedule 2.5(a) (the “Framework Agreements”), notwithstanding the generality of this Section 2.5(a), prior to the Closing the Company and Merger Partner shall cooperate in good faith to develop an effort appropriate mechanism pursuant to dividewhich, partially assignfrom and after the Closing, modify or replicate (in whole or in part) each of the Company and SpinCo shall continue to have access to their respective rights and obligations benefits under and in respect such Framework Agreements and, to the extent the consent or approval of any counterparty under any Framework Agreement is required to implement such access mechanism, the Parties shall use their commercially reasonable efforts to obtain any such consent or approval. If a counterparty to any Shared ContractContract is entitled under the terms of such Shared Contract to consent to the separation of such Shared Contract and has not provided such consent, such that or if the separation of a Shared Contract has not been completed as of the Distribution Time for any other reason, then the Parties shall use their commercially reasonable efforts to develop and implement arrangements (aincluding subcontracting, sublicensing, subleasing or back-to-back agreement) a member of to pass along to the SpinCo Group is the beneficiary benefits and the Liabilities of the rights and is responsible for the obligations portion of any such Shared Contract related to that the SpinCo Business and to pass along to the Company Group the benefits and the Liabilities of the portion of such Shared Contract relating related to the SpinCo Business (Company Business, as the “SpinCo Portion”)case may be. If and when any such consent is obtained, which rights shall be a SpinCo Asset and which obligations shall be a SpinCo Liability, 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 will be separated in accordance with this Section 2.5(a). The Company and SpinCo shall equally bear any costs related to separating 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 arrangement to formally divide, partially assign, modify or replicate such Shared Contract prior to the Distribution as contemplated by the previous sentence, then the Parties shall, and shall cause their respective Group members to, cooperate in any reasonable and permissible arrangement to provide that, following the 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, it being understood that no Party shall have Liability to the other Party for the failure of any third party to perform its obligations under any such Shared ContractContracts.

Shared Contracts. (a) Except as set forth on Schedule VIIIFrom the Signing Date until the date that is 12 months following the Closing Date, the Parties Seller and Purchaser shall, and shall cause the members of their respective Groups Affiliates to, use their respective reasonable best efforts to work together (and, if necessary and desirable, to work with the third party to such any Shared Contract) in an effort to divide, partially assign, modify or replicate (in whole or in part) the respective rights and obligations under and in respect of any Shared Contract, such that that, following the Closing, (ai) Purchaser, an Affiliate of Purchaser or a member of the SpinCo Group Company is the beneficiary of the rights and is solely responsible for the obligations related to that portion of under such Shared Contract relating to the SpinCo extent such obligations are related to the Business (the “SpinCo Purchaser Portion”), which rights shall be a SpinCo Asset an asset of and which obligations shall be a SpinCo Liabilityliability of Purchaser, an Affiliate of Purchaser or a Group Company, and (bii) Seller or an Affiliate of Seller (other than a member of the Nuance Group Company) is the beneficiary of the rights and is solely responsible for the obligations related to such Shared Contract not relating to the SpinCo Seller Business (the “Nuance Seller Portion”), which rights shall be a Nuance Asset an asset of and which obligations shall be a Nuance Liabilityliability 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 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 the Parties, Seller and Purchaser or their respective Group membersAffiliates, as applicable, are not able to enter into an arrangement to formally divide, partially assign, modify or replicate (in whole or in part) the rights and obligations under and in respect of any such Shared Contract prior to the Distribution as contemplated Closing, the Closing shall, subject to the satisfaction (or, to the extent permitted by applicable Law, the waiver by the previous sentenceparties 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), then nonetheless take place on the Parties 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 Group members Affiliates to, cooperate in any commercially reasonable and permissible arrangement to provide thatthat (1) Purchaser, following the Distribution, an Affiliate of Purchaser or a member of the SpinCo Group Company shall receive the interest in the benefits and obligations of the SpinCo Purchaser Portion under and in respect of such Shared Contract and (2) Seller or an Affiliate of Seller (other than a member of the Nuance Group Company) shall receive the interest in the benefits and obligations of the Nuance 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, it being understood that no Party shall have Liability to the other Party for the failure of any third party to perform its obligations under any such Shared Contractwhich are governed by Section 5.18(a) and Section 5.18(b), respectively, and Section 5.18(c).

Shared Contracts. (a) Except as set forth on Schedule VIIIIf, after the date of this Agreement, it is determined that a member of the Seller Group is party to any Shared Contract, or any Group Company is party to any Shared Contract, and such matter is not otherwise explicitly provided for or addressed in this Agreement or other agreement between the parties, the Parties parties shall negotiate in good faith with a view to arranging for a solution reasonably acceptable to all parties for the transfer, with effect from Closing, of the Relevant Part of such Shared Contract to the relevant a Group Company, and the transfer of the remainder of the relevant Shared Contract to the Seller’s Group (the “Remainder Relevant Part”). From Closing and until such solution is agreed and becomes binding, (i) the parties shall make such other arrangements between themselves as are reasonable or necessary to implement as far as possible the effective transfer of the burden of the Relevant Part to the relevant Group Company and of the Remainder Relevant Part to the relevant member of the Seller’s Group; and (ii) each of the Seller and the Purchaser shall procure, respectively, that the relevant member of the Seller’s Group shall hold the benefit of the Relevant Part as trustee on trust for the relevant Group Company and the relevant Group Company shall hold the benefit of the Remainder Relevant Part as trustee on trust for the relevant member of the Seller’s Group and each such trustee shall as soon as reasonably practicable pay or deliver such benefit to the relevant beneficiary of such trust. The Seller 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 and in respect of procure that any Shared Contract, such that (a) a other member of the SpinCo Seller’s Group is the beneficiary of the rights and is responsible shall, use reasonable endeavours to obtain any third party consent required for the obligations related to that portion transfer of such Shared Contract relating a Relevant Part to the SpinCo Business (relevant Group Company as soon as possible. From Closing, the “SpinCo Portion”), which rights shall be a SpinCo Asset and which obligations shall be a SpinCo Liability, 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 arrangement to formally divide, partially assign, modify or replicate such Shared Contract prior to the Distribution as contemplated by the previous sentence, then the Parties Purchaser shall, and shall cause their respective procure that any relevant Group members toCompany shall, cooperate in use reasonable endeavours to obtain any reasonable and permissible arrangement third party consent required for the transfer of a Remainder Relevant Part to provide that, following the Distribution, a relevant member of the SpinCo Seller’s 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, it being understood that no Party shall have Liability to the other Party for the failure of any third party to perform its obligations under any such Shared Contractas soon as possible.

Shared Contracts. (a) Except as set forth on Schedule VIII, the 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 and/or replicate (in whole or in part) the respective rights and obligations under and in respect of any Shared Contract, such that (a) a member of the SpinCo Valvoline Group is the beneficiary of the rights and is responsible for the obligations related to that portion of such Shared Contract relating to the SpinCo Valvoline Business (the “SpinCo Valvoline Portion”), which rights shall be a SpinCo Valvoline Asset and which obligations shall be a SpinCo Liability, Valvoline Liability and (ba) a member of the Nuance Ashland Global Group is the beneficiary of the rights and is responsible for the obligations related to such Shared Contract not relating to the SpinCo Valvoline Business (the “Nuance Ashland Global Portion”), which rights shall be a Nuance Ashland Global Asset and which obligations shall be a Nuance Ashland Global 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 and/or replicate such Shared Contract prior to the Distribution Separation as contemplated by the previous sentence, then the Parties shall, and shall cause their respective Group members to, cooperate in any reasonable and permissible lawful arrangement to provide that, following the DistributionSeparation and until the earlier of five years after the Separation 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, a member of the SpinCo Valvoline Group shall receive the interest in the benefits and obligations of the SpinCo Valvoline Portion under such Shared Contract and a member of the Nuance Ashland Global Group shall receive the interest in the benefits and obligations of the Nuance Ashland Global Portion under such Shared Contract, it being understood that no Party shall have Liability to the other Party for the failure of any third party to perform its obligations under any such Shared Contract.

Shared Contracts. Following the date hereof, the parties hereto shall use their commercially reasonable efforts to enter into or to grant, and to cause each third party counterparty to a Contract set forth on Section 5.14 of the Disclosure Schedule (each a “Shared Contract”) to enter into or to grant, any new agreements, bifurcations or consents as are reasonably necessary to permit the Companies and the Company Subsidiaries and the Sellers and their Affiliates, as applicable, to, on an independent basis following the Closing, derive those benefits, and to assume any obligations and economic burdens related to such benefits, as each such Person derives from such Shared Contract immediately prior to the Closing. If, on the Closing Date, any such third party agreement or consent is not obtained, the Sellers and the Purchaser shall, and the Purchaser shall cause the Companies and the Company Subsidiaries to, for a period of twenty-four (24) months following the Closing, (a) Except as set forth on Schedule VIII, the Parties shallcontinue to use commercially reasonable efforts to enter into or to grant, and shall to cause each third party counterparty to a Shared Contract to enter into or to grant, any such new agreements, bifurcations or consents and (b) cooperate reasonably following the members Closing in a mutually acceptable arrangement under which the Companies and the Company Subsidiaries and the Sellers and their Affiliates, as applicable, would, where commercially reasonable and in compliance with applicable Law, obtain the appropriate benefits and assume the related obligations and bear the related economic burdens in respect of their respective Groups tothe Shared Contracts, use their respective reasonable best efforts to work together (andincluding by means of subcontracting, if necessary and desirablesublicensing or subleasing arrangements, to work with or enforcement by the third party to such Shared ContractContract for the benefit (and at the expense) in of each Company, Company Subsidiary, Seller or Affiliate of a Seller (as applicable) that is an effort intended beneficiary thereof pursuant to dividethis Section 5.14. Following the twenty-four (24) month anniversary of the Closing Date, partially assign, modify none of the parties hereto nor any of their respective Affiliates shall have any further obligation to the other parties hereto or replicate (in whole or in part) the any of their respective rights and obligations under and Affiliates 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 Contract relating to the SpinCo Business (the “SpinCo Portion”), which rights shall be a SpinCo Asset and which obligations shall be a SpinCo Liability, 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 arrangement to formally divide, partially assign, modify or replicate such Shared Contract prior to the Distribution as contemplated by the previous sentence, then the Parties shall, and shall cause their respective Group members to, cooperate in any reasonable and permissible arrangement to provide that, following the 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, it being understood that no Party shall have Liability to the other Party for the failure of any third party to perform its obligations under any such Shared Contract.

Shared Contracts. (a) Except Any Contract to be assigned, contributed, conveyed, transferred and delivered to VS in accordance with the Restructuring Plan or as set forth 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 (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, on Schedule VIIIor after the Distribution Date, so that a member of the Parties shall, 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 cause assume the members of their respective Groups to, use their respective reasonable best efforts to work together (and, if necessary and desirable, to work related Liabilities with the third party respect to such Shared Contract, as contemplated by Section 2.03; provided that (i) in an effort no event shall any Person be required to divide, partially assign, modify contribute, convey, transfer or replicate 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 respective rights and obligations under and in respect consent or approval of any other Person and (ii) if any Shared ContractContract 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 (aA) provide 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 Contract relating VS Group, to the SpinCo Business (the “SpinCo Portion”), which rights shall be a SpinCo Asset and which obligations shall be a SpinCo Liability, 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 arrangement to formally divide, partially assign, modify or replicate such Shared Contract prior to the Distribution as contemplated by the previous sentence, then the Parties shall, and shall cause their respective Group members to, cooperate in any reasonable and permissible arrangement to provide that, following the 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 fullest extent practicable under such Shared Contract, it being understood the claims, rights and benefits of those parts that no Party shall have Liability relate to the other Party for VS Business and (B) cause such member of the failure VS Group to bear the related Liabilities thereunder from and after the Distribution in accordance with this Agreement (including by means of any third party to subcontracting, sublicensing or subleasing arrangement) and in furtherance of the foregoing, VS shall, or shall cause another member of the VS Group to, promptly pay, perform its obligations under or discharge when due any such Shared ContractLiability 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.

Shared Contracts. (a) Except as set forth on Schedule VIIIXIII, 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 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 Contract relating to the SpinCo Business (the “SpinCo Portion”), which rights shall be a SpinCo Asset and which obligations shall be a SpinCo Liability, and (b) a member of the Nuance 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 “Nuance Honeywell Portion”), which rights shall be a Nuance Honeywell Asset and which obligations shall be a Nuance 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 arrangement to formally divide, partially assign, modify or replicate such Shared Contract prior to the Distribution as contemplated by the previous sentence, then the Parties shall, and shall cause their respective Group members to, cooperate in any reasonable and permissible arrangement to provide that, following the DistributionDistribution and until the earlier of one year after the 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 Nuance Honeywell Group shall receive the interest in the benefits and obligations of the Nuance Honeywell Portion under such Shared Contract, it being understood that no Party shall have Liability to the other Party for the failure of any third party to perform its obligations under any such Shared Contract.

Shared Contracts. (a) Except The Seller represents and warrants that Schedule 5.15(a) of the Disclosure Schedules sets forth a list of all material Shared Contracts as set forth on Schedule VIIIof the date of this Agreement. From and after the date of this Agreement, with respect to Shared Contracts that are Employee Plans, the Parties shallSeller and Buyer shall continue to reasonably cooperate and discuss in good faith Buyer’s obtaining its own replacement Contracts and, with respect to all other Shared Contracts (other than insurance policies, which are governed by Section 5.12, and Real Property Leases), the parties shall cause the members of their respective Groups to, use their respective reasonable best efforts reasonably cooperate and discuss in good faith whether to work together (and, if necessary and desirable, to work with the third party to such Shared Contracti) in an effort to divide, partially assign, modify or replicate (in whole or in part) the respective rights rights, obligations and obligations liabilities relating to the Business under and in respect of any each Shared Contract, or (ii) novate the respective rights, obligations and liabilities relating to the Business under and in respect to such Shared Contract, such that (a) a member that, effective as of the SpinCo Group Closing, (x) the Buyer or its designated Affiliate is the beneficiary of the rights post-Closing rights, and is responsible for the post-Closing obligations and liabilities, related to that portion of such Shared Contract relating related primarily to the SpinCo operation or conduct of the Business (the “SpinCo Business Portion”)) (so that, which subsequent to the Closing, the Seller and its Affiliates shall have no post-Closing rights shall be a SpinCo Asset or post-Closing obligations and which obligations shall be a SpinCo Liability, liabilities with respect to the Business Portion of such Shared Contract) and (by) a member of the Nuance Group is Seller and its Affiliates are the beneficiary of the rights and is are responsible for the obligations and liabilities related to such Shared Contract not relating to other than the SpinCo Business Portion (the “Nuance Non-Business Portion”) (so that, subsequent to the Closing, the Buyer and its Affiliates shall have no rights, obligations or liabilities with respect to the Non-Business Portion of such Shared Contract), which rights shall be or (iii) cause each Acquired Entity and Purchased Subsidiary that is 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 party to 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 a separate Contract (which may consist of an arrangement amendment to formally divideany existing Shared Contract) with the appropriate counterparty or counterparties to each Shared Contract, partially assign, modify resulting in such Acquired Entity or replicate Purchased Subsidiary (as the case may be) having rights and obligations with respect to such Shared Contract prior materially similar to those set forth in the Distribution applicable Shared Contract, taking into account quantitative and any other differences between the Acquired Entity and the Purchased Subsidiaries and the Seller and its Affiliates (other than the 97989374_16 Acquired Entity and the Purchased Subsidiaries); provided, that in the event that a Contract cannot be obtained on materially similar terms as contemplated by those set forth in the previous sentenceapplicable Shared Contract, then the Parties shallSeller shall promptly notify the Buyer of such fact, and, after receiving the written consent of the Buyer (such consent not to be unreasonably withheld, conditioned or delayed), may cause (and shall cause their respective Group members to, cooperate if the Buyer so directs) the applicable Acquired Entity or the applicable Purchased Subsidiary to enter into a Contract with such other terms as are agreed with such counterparty or counterparties at such time. Any one time license or similar fee in any reasonable connection with entering into such new Contract shall be equally split between the Buyer and permissible arrangement to provide that, following the 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, it being understood that no Party shall have Liability to the other Party for the failure of any third party to perform its obligations under any such Shared ContractSeller.

Shared Contracts. (a) Except as set forth on Schedule VIII, the 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, until the earlier of two years after the Distribution Date and such time as the formal division, partial assignment, modification or replication of such Shared Contract is effected, to work with the third party to such Shared Contract) in an effort to divide, partially assign, modify or replicate (in whole or in part) the respective rights and obligations under and in respect of any Shared Contract, such that (ai) a member of the SpinCo [Outdoor Products] Group is the beneficiary of the rights and is responsible for the obligations related to that portion of such Shared Contract relating to the SpinCo [Outdoor Products] Business (the “SpinCo [Outdoor Products] Portion”), which rights shall be a SpinCo an [Outdoor Products] Asset and which obligations shall be a SpinCo an [Outdoor Products] Liability, and (bii) a member of the Nuance Vista Outdoor Group is the beneficiary of the rights and is responsible for the obligations related to such Shared Contract not relating to the SpinCo [Outdoor Products] Business (the “Nuance Vista Outdoor Portion”), which rights shall be a Nuance Vista Outdoor Asset and which obligations shall be a Nuance Vista Outdoor Liability. Nothing in this Agreement shall require the division, partial assignment, modification or replication of a Shared Contract unless and until any necessary Consents are obtained or made, as applicable. If the Parties, or their respective Group members, as applicable, are not able to enter into an arrangement to formally divide, partially assign, modify or replicate such Shared Contract prior to the Distribution as contemplated by the previous sentence, then the Parties shall, and shall cause their respective Group members to, cooperate in any reasonable and permissible arrangement to provide that, following the DistributionDistribution and until the earlier of two years after the 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 [Outdoor Products] Group shall receive the interest in the benefits and obligations of the SpinCo [Outdoor Products] Portion under such Shared Contract and a member of the Nuance Vista Outdoor Group shall receive the interest in the benefits and obligations of the Nuance Vista Outdoor Portion under such Shared Contract, it being understood that no Party shall have Liability to the other Party for the failure of any third party to perform its obligations under any such Shared Contract.

Shared Contracts. (a) Except as set forth on Schedule VIIIIf requested by the parties, the Parties 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 and/or replicate (in whole or in part) the respective rights and obligations under and in respect of any Shared Contract, such that (a) a member of the SpinCo PODC Group is the beneficiary of the rights and is responsible for the obligations related to that portion of such Shared Contract relating to the SpinCo PODC Business (the “SpinCo PODC Portion”), which rights shall be a SpinCo PODC Asset and which obligations shall be a SpinCo Liability, PODC Liability and (b) a member of the Nuance LVO Group is the beneficiary of the rights and is responsible for the obligations related to such Shared Contract not relating to the SpinCo PODC Business (the “Nuance LVO Portion”), which rights shall be a Nuance LVO Asset and which obligations shall be a Nuance LVO 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 Partiesparties, or their respective Group members, as applicable, are not able to enter into an arrangement to formally divide, partially assign, modify or and/or replicate such Shared Contract prior to the Distribution Direct Listing as contemplated by the previous sentence, then the Parties parties shall, and shall cause their respective Group members to, cooperate in any reasonable and permissible lawful arrangement to provide that, following the DistributionDirect Listing Date and until the earlier of five years after the Direct Listing 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, a member of the SpinCo PODC Group shall receive the interest in the benefits and obligations of the SpinCo PODC Portion under such Shared Contract and a member of the Nuance LVO Group shall receive the interest in the benefits and obligations of the Nuance LVO Portion under such Shared Contract, it being understood that no Party shall have Liability to the other Party for the failure of any third party to perform its obligations under any such Shared Contract.

Shared Contracts. (a) Except as set forth on Schedule VIIIIX, 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 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 Contract relating to the SpinCo Business (the “SpinCo Portion”), which rights shall be a SpinCo Asset and which obligations shall be a SpinCo Liability, and (b) a member of the Nuance 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 “Nuance Honeywell Portion”), which rights shall be a Nuance Honeywell Asset and which obligations shall be a Nuance 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 arrangement to formally divide, partially assign, modify or replicate such Shared Contract prior to the Distribution as contemplated by the previous sentence, then the Parties shall, and shall cause their respective Group members to, cooperate in any reasonable and permissible arrangement to provide that, following the DistributionDistribution and until the earlier of one year after the 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 Nuance Honeywell Group shall receive the interest in the benefits and obligations of the Nuance Honeywell Portion under such Shared Contract, it being understood that no Party shall have Liability to the other Party for the failure of any third party to perform its obligations under any such Shared Contract.

Shared Contracts. (a) Except as set forth on Schedule VIII, the Parties 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 and/or replicate (in whole or in part) the respective rights and obligations under and in respect of any Shared Contract, such that (a) a member of the SpinCo RemainCo Group is the beneficiary of the rights and is responsible for the obligations related to that portion of such Shared Contract relating to the RemainCo Business (the “RemainCo Portion”), which rights shall be a RemainCo Asset and which obligations relating to the RemainCo Business shall be a RemainCo Liability and (b) a member of the SpinCo Group is the beneficiary of the rights and is responsible for the obligations related to such Shared Contract not relating to the RemainCo Business (the “SpinCo Portion”), which rights shall be a SpinCo Asset and which obligations shall be a SpinCo Liability, 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 Partiesparties, or their respective Group members, as applicable, are not able to enter into an arrangement to formally divide, partially assign, modify or and/or replicate such Shared Contract prior to the Distribution as contemplated by the previous sentence, then the Parties parties shall, and shall cause their respective Group members to, cooperate in any reasonable and permissible lawful arrangement to provide that, following the DistributionDistribution and until the earlier of (x) the first anniversary of the Distribution Date (or the expiration date of the underlying contract, if longer) and (y) such time as the formal division, partial assignment, modification and/or replication of such Shared Contract as contemplated by the previous sentence is effected, a member of the RemainCo Group shall receive the interest in the benefits and obligations of the RemainCo Portion under such Shared Contract and 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, it being understood that no Party shall have Liability to the other Party for the failure of any third party to perform its obligations under any such Shared Contract.

Shared Contracts. (ai) Except as set forth Xxxxxxx (including on Schedule VIII, behalf of the Parties shall, and shall cause the other members of their respective Groups to, the Xxxxxxx Group) shall use their respective reasonable best efforts to work together (and, if necessary separate and desirable, cause the applicable member of the Newco Group to work enter into new agreements with the third party counterparties to the Xxxxxxx Shared Contracts prior to the Separation. Upon such Shared Contract) in an effort to divide, partially assign, modify or replicate (in whole or in part) the respective rights and obligations under and in respect separation of any a Xxxxxxx 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 Xxxxxxx is unable or the counterparties are unwilling to enter into agreements with respect to any Xxxxxxx Shared Contract, Xxxxxxx (or the applicable member of the Xxxxxxx Group) will partially assign the Communications Business functions to Newco in the manner agreed to by the Parties (but only if such Xxxxxxx Shared Contract is assignable) and in the event that such partial assignment is not permitted by the terms of the applicable Xxxxxxx Shared Contract or consented to by the applicable counterparty, Xxxxxxx 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 Xxxxxxx Shared Contract as though it had been partially assigned; provided, however, that no member of the Xxxxxxx Group shall be required to make any payments (aother than as provided for in the underlying Contract) to any third party in connection with the foregoing; provided, further, that Xxxxxxx shall obtain Newco’s express written consent prior to agreeing to any waiver, amendment, modification or termination under any such Xxxxxxx Shared Contract if such waiver, amendment, modification would have the effect of limiting, restricting or increasing the costs to a member of the SpinCo Group is Newco Group’s rights or interests under such Xxxxxxx Shared Contract in a materially disproportionate manner relative to Xxxxxxx’x other businesses covered under such Xxxxxxx Shared Contract. Newco shall cooperate with Xxxxxxx in connection with the beneficiary entering into of any new agreement or partial assignment. The obligations set forth in the first sentence of this Section 1.08(c)(i) regarding Xxxxxxx use of reasonable best efforts to separate and assign Xxxxxxx Shared Contracts shall terminate on the eighteen (18) month anniversary of the rights Closing Date, and is responsible the obligations set forth in the remainder of this Section 1.08(c)(i), including the obligations of Xxxxxxx to use reasonable best efforts to provide for alternative arrangements, shall survive for the obligations related to that portion of such Shared Contract relating to the SpinCo Business (the “SpinCo Portion”), which rights shall be a SpinCo Asset and which obligations shall be a SpinCo Liability, and (b) a member duration of the Nuance Group is the beneficiary term of the rights and is responsible for the obligations related applicable Contract (without any obligation to such Shared Contract not relating to the SpinCo Business (the “Nuance Portion”renew or extend), 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 arrangement to formally divide, partially assign, modify or replicate such Shared Contract prior to the Distribution as contemplated by the previous sentence, then the Parties shall, and shall cause their respective Group members to, cooperate in any reasonable and permissible arrangement to provide that, following the 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, it being understood that no Party shall have Liability to the other Party for the failure of any third party to perform its obligations under any such Shared Contract.

Shared Contracts. (a) Except as With respect to the contracts set forth on Schedule VIII1.7 and any other Material Shared Contract identified after the date hereof and prior to the one (1) year anniversary of the Closing Date or Local Closing Date, as applicable (the Parties “Shared Contracts”), following the Original Execution Date and for a period of one (1) year following the Closing Date or the Local Closing Date, as applicable, PKI shall, and shall cause the members of their its respective Groups Affiliates to, use their respective reasonable best efforts to work together (and, if necessary and desirable, to work engage with the third party to such each Shared Contract) and, if requested by PKI, and to the extent permitted by applicable Law, Buyer shall reasonably cooperate with PKI, in an effort to divide, partially assign, modify or partially novate, modify, sub-lease, sub-license, and/or replicate (in whole or in part) ), in a form reasonably acceptable to Buyer, the respective rights and obligations under and in respect of any Shared Contract, such that (a) a member Buyer, or one or more of its Affiliates, including the SpinCo Group Acquired Companies from and after the Closing or the Local Closing, as applicable (collectively, the “Buyer Group”), is the beneficiary of the rights and is responsible for and assumes the obligations and liabilities related to that portion of such Shared Contract relating to the SpinCo Business (the “SpinCo Portion”), which rights shall be a SpinCo Asset and which obligations shall be a SpinCo Liability, and (b) a member PKI, or one or more of its Affiliates, excluding the Nuance Group Acquired Companies from and after the Closing or the Local Closing, as applicable (collectively, the “PKI Group”), is the beneficiary of the rights and is responsible for and retains the obligations and liabilities related to that portion of such Shared Contract not relating to any business conducted by the SpinCo PKI Group other than the Business (the “Nuance PortionRetained Business”), which rights shall be a Nuance Asset in each case, on terms and which obligations shall be a Nuance Liability. Nothing conditions which, in this Agreement shall require the divisionaggregate, partial assignment, modification or replication are comparable to those of a such Shared Contract prior to separation (unless otherwise agreed to by PKI and until any necessary Consents are obtained or made, as applicableBuyer). If the PartiesPKI, or their respective Group membersits Affiliates, as applicable, do not or are not able to (or until they are able to) enter into an arrangement to formally divide, partially assign, modify or partially novate, modify, sub-lease, sublicense and/or replicate such Shared Contract prior to the Distribution as contemplated by the previous sentence, then the Parties shall, and shall cause their respective Group members Affiliates to, cooperate in any reasonable and permissible lawful arrangement to provide that, following the Distribution, that a member of the SpinCo Buyer Group shall receive the interest in the benefits and assume the obligations of the SpinCo Portion under portions of such Shared Contract which relate to the Business and a member of the Nuance PKI Group shall receive the interest in the benefits and retain the obligations of the Nuance Portion under portions of such Shared ContractContract which relate to the Retained Business; provided, it being understood that however, that, except as specifically provided in the Transition Services Agreement (including the schedules thereto), no Party shall have Liability be required to extend, modify, revise or amend any provision of any of the Shared Contracts or expend any money, incur any liability or compromise any right, asset or benefit or take any action in furtherance of this Section 1.7 that would require the expenditure of money, incurrence of any liability or compromise of any right, asset or benefit (other than in accordance with the applicable Shared Contract) in connection therewith. For purposes of this Agreement, “Material Shared Contract” means any material contract or agreement, including maintenance and service agreements, joint venture agreements, purchase commitments for materials and other services, advertising and promotional agreements, non-disclosure and confidentiality agreements, personal property leases, real property leases, collective bargaining agreements (to the extent assignable) and other Party agreements, including all rights in respect of non-performance or breach thereof, that benefits or otherwise includes rights, interests and/or obligations relating to both (x) any Acquired Assets, Acquired Companies or the Business, on the one hand and (y) any Excluded Assets, PKI or any of this Affiliates (other than any Acquired Company) or any Retained Business, on the other hand (but excluding, for the failure avoidance of doubt, any third party to perform its obligations under any such Shared ContractExcluded Assets).

Shared Contracts. (a) Except as set forth on Schedule VIIIFrom the date hereof until the date that is 12 months following the Closing Date, the Parties Seller and Purchaser shall, and shall cause the members of their respective Groups Affiliates to, use their respective reasonable best efforts to work together (and, if necessary and desirable, to work with the third party to such any Shared Contract) in an effort to divide, partially assign, modify or replicate (in whole or in part) the respective rights and obligations under and in respect of any Shared Contract, such that that, following the Closing, (ai) Purchaser, an Affiliate of Purchaser or a member of the SpinCo Group Company is the beneficiary of the rights and is solely responsible for the obligations related to that portion of under such Shared Contract relating to the SpinCo extent such obligations are related to the Business (the “SpinCo Purchaser Portion”), which rights shall be a SpinCo Asset an asset of and which obligations shall be a SpinCo Liabilityliability of Purchaser, an Affiliate of Purchaser or a Group Company, and (bii) Seller or an Affiliate of Seller (other than a member of the Nuance Group Company) is the beneficiary of the rights and is solely responsible for the obligations related to such Shared Contract not relating to the SpinCo Seller Business (the “Nuance Seller Portion”), which rights shall be a Nuance Asset an asset of and which obligations shall be a Nuance Liabilityliability 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 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 the Parties, Seller and Purchaser or their respective Group membersAffiliates, as applicable, are not able to enter into an arrangement to formally divide, partially assign, modify or replicate (in whole or in part) the rights and obligations under and in respect of any such Shared Contract prior to the Distribution as contemplated Closing, the Closing shall, subject to the satisfaction (or, to the extent permitted by applicable Law, the waiver by the previous sentenceparties 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), then nonetheless take place on the Parties 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 Group members Affiliates to, cooperate in any commercially reasonable and permissible arrangement to provide thatthat (1) Purchaser, following the Distribution, an Affiliate of Purchaser or a member of the SpinCo Group Company shall receive the interest in the benefits and obligations of the SpinCo Purchaser Portion under and in respect of such Shared Contract and (2) Seller or an Affiliate of Seller (other than a member of the Nuance Group Company) shall receive the interest in the benefits and obligations of the Nuance 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, it being understood that no Party shall have Liability to the other Party for the failure of any third party to perform its obligations under any such Shared Contractwhich are governed by Section 5.18(a) and Section 5.18(b), respectively, and Section 5.18(c).

Shared Contracts. (a) Except as set forth on Schedule VIIIFrom the date hereof until the date that is three (3) months following the Closing Date, the Parties Seller and Purchaser shall, and shall cause the members of their respective Groups Affiliates to, use their respective reasonable best efforts to work together (and, if necessary and desirable, to work with the third party to such any Shared Contract) in an effort to divide, partially assign, modify or replicate (in whole or in part) the respective rights and obligations under and in respect of any Shared Contract, such that that, following the Closing, (ai) Purchaser, an Affiliate of Purchaser or a member of the SpinCo Group Company is the beneficiary of the rights and is responsible for the obligations related to that the portion of such Shared Contract relating related to the SpinCo Business (the “SpinCo Purchaser Portion”), which rights shall be a SpinCo Asset an asset of and which obligations shall be a SpinCo Liabilityliability of Purchaser, an Affiliate of Purchaser or a Group Company, and (bii) Seller or an Affiliate of Seller (other than a member of the Nuance Group Company) is the beneficiary of the rights and is responsible for the obligations related to such Shared Contract not relating to the SpinCo Seller Business (the “Nuance Seller Portion”), which rights shall be a Nuance Asset an asset of and which obligations shall be a Nuance Liabilityliability 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. If the Parties, Seller and Purchaser or their respective Group membersAffiliates, as applicable, are not able to enter into an arrangement to formally divide, partially assign, modify or replicate (in whole or in part) the rights and obligations under and in respect of any such Shared Contract prior to the Distribution as contemplated Closing, the Closing shall, subject to the satisfaction (or, to the extent permitted by applicable Law, the waiver by the previous sentenceparties 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), then nonetheless take place on the Parties terms set forth herein and, thereafter and until the earlier of (x) the date that is three (3) months following the Closing and (y) the date on which the division, partial assignment, modification or replication of such Shared Contract is effected, Seller and Purchaser shall, and shall cause their respective Group members Affiliates to, cooperate in any commercially reasonable and permissible arrangement to provide thatthat (1) Purchaser, following the Distribution, an Affiliate of Purchaser or a member of the SpinCo Group Company shall receive the interest in the benefits and obligations of the SpinCo Purchaser Portion under and in respect of such Shared Contract and (2) Seller or an Affiliate of Seller (other than a member of the Nuance Group Company) shall receive the interest in the benefits and obligations of the Nuance 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, it being understood that no Party shall have Liability to the other Party for the failure of any third party to perform its obligations under any such Shared Contractwhich are governed by Sections 5.21(b) and 5.21(c), respectively, and Section 5.21(d).

Shared Contracts. (a) Except as set forth on Schedule VIII, the 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 and/or replicate (in whole or in part) the respective rights and obligations under 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 Contract relating to the SpinCo Business (the “SpinCo Portion”), which rights shall be a SpinCo Asset and which obligations shall be a SpinCo Liability, Liability and (b) a member of the Nuance HCMC 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 HCMC Portion”), which rights shall be a Nuance HCMC Asset and which obligations shall be a Nuance HCMC 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 and/or replicate such Shared Contract prior to the Distribution as contemplated by the previous sentence, then the Parties shall, and shall cause their respective Group members to, cooperate in any reasonable and permissible lawful arrangement to provide that, following the DistributionDistribution and until the earlier of five (5) 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, 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 HCMC Group shall receive the interest in the benefits and obligations of the Nuance HCMC Portion under such Shared Contract, it being understood that no Party shall have Liability to the other Party for the failure of any third party to perform its obligations under any such Shared Contract.