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. (b) Nothing in this Section 2.05 shall require either Party or any member of each of their respective Groups to contribute capital, pay or grant any consideration or concession in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person (other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be reimbursed by the Party or the member of the Party’s Group entitled to such Asset or intended to assume such Liability, as applicable, as promptly as reasonably practicable). For the avoidance of doubt, reasonable out-of-pocket expenses, and recording or similar fees shall not include any purchase price, license fee, or other payment or compensation for the procurement of any asset secured to replace an Asset in the course of a Party’s obligation under Section 2.05(a).

Shared Contracts. (a) Except The Parties intend that all Contracts that would be deemed Shared Contracts as set forth on Schedule VIIIof the Effective Time, or portions thereof, will have been separated or assigned to a member of the Holcim Group or the SpinCo Group, as applicable, prior to the Distribution. To the extent not completed prior to the Distribution, the Parties shall, following the Distribution, use their commercially reasonable efforts to separate any Shared Contracts into separate Contracts between the appropriate Third Party and either (i) SpinCo or a member of the SpinCo Group or (ii) Holcim or a member of the Holcim Group, including, but not limited to, by: (x) entering into new Contracts, (y) assigning (in whole or in part) existing Shared Contracts and (z) cooperating to obtain any Consents or Governmental Approvals to the extent required to effectuate the foregoing. (b) Notwithstanding anything in this Agreement to the contrary, in the event any Shared Contract is unable to be separated in accordance with Section 2.8(a), the Parties shall, and/or shall cause the applicable members of its Group party to such Shared Contract to, use commercially reasonable efforts to: (i) seek mutually acceptable alternative arrangements for purposes of allocating rights and Liabilities and obligations under such Shared Contract in accordance with the relative proportions of total benefit to be received over the remaining term of the Shared Contract as of the Effective Time (provided that such arrangements shall not result in a breach or violation of such Shared Contract) and (ii) enforce for the benefit of the other Party (or the applicable member of the other Party’s Group) any and all rights under such Shared Contract related to such other Party’s Business, with such other Party bearing the reasonable and documented out-of-pocket costs and expenses of such enforcement to the extent related to the rights being enforced for the benefit of such other Party, provided that Party (or relevant member of its Group) retaining any Shared Contract shall be indemnified for all Indemnifiable Losses or other Liabilities arising out of any actions (or omissions to act) of such retaining Party taken at the direction of the other Party (or relevant member of its Group) in connection with and relating to such Shared Contract, as the case may be (other than in the event of its gross negligence, fraud or willful misconduct). (c) Each of Holcim and SpinCo shall, and shall cause the members of their respective Groups Group to, use (i) treat for all Tax purposes the portion of each Shared Contract inuring to their respective reasonable best efforts to work together (andBusiness as an Asset owned by, 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) and/or 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 membersLiability of, as applicable, are not able to enter into an arrangement to formally dividesuch Party, 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. (b) Nothing in this Section 2.05 shall require either Party or any member of each of their respective Groups to contribute capital, pay or grant any consideration or concession in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person (other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be reimbursed by the Party or the member members of the such Party’s Group entitled to such Asset or intended to assume such LiabilityGroup, as applicable, as promptly as reasonably practicable). For not later than the avoidance of doubt, reasonable out-of-pocket expensesDistribution, and recording (ii) neither report nor take any Tax position (on a Tax Return or similar fees shall not include any purchase price, license fee, otherwise) inconsistent with such treatment (unless required by applicable Law or other payment or compensation for the procurement of any asset secured to replace an Asset in the course a good faith resolution of a Party’s obligation under Section 2.05(aTax Contest).

Shared Contracts. (a) Except as set forth on Schedule VIII, the Parties shall, and shall cause the members of their respective Groups With respect to Shared Contractual Liabilities 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 a given Shared Contract, such that Shared Contractual Liabilities shall be allocated, unless otherwise allocated pursuant to this Agreement or an Ancillary Agreement, between the Parties as follows: (ai) first, if a member Liability is incurred exclusively in respect of a benefit received by one Party or its Group, the Party or Group receiving such benefit shall be responsible for such Liability; (ii) second, if a Liability cannot be exclusively allocated to one Party or its Group under clause (i) above, such Liability shall be allocated among both Parties and their respective Groups based on the relative proportions of total benefit received (over the term of the 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 measured as of the date of allocation) under the relevant Shared Contract. Notwithstanding the foregoing, each Party and its Group shall have Liability to be responsible for any or all Liabilities arising out of or resulting from such Party’s or Group’s breach of the other Party for the failure of any third party to perform its obligations under any such relevant Shared Contract. (b) Nothing Except as otherwise expressly contemplated in this Section 2.05 shall require either Party Agreement or an Ancillary Agreement, if Dover or any member of each of their respective Groups to contribute capitalthe Dover Group, pay on the one hand, or grant ▇▇▇▇▇▇▇ or any consideration or concession in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person (other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be reimbursed by the Party or the member of the ▇▇▇▇▇▇▇ Group, on the other hand, receives any benefit or payment under any Shared Contract which was intended for the other Party or its Group, Dover, on the one hand, or ▇▇▇▇▇▇▇, on the other hand, will use its respective commercially reasonable efforts, or will cause any member of its Group to use its commercially reasonable efforts, to deliver, transfer or otherwise afford such benefit or payment to the other Party’s . (c) Notwithstanding anything to the contrary herein, the Parties have determined that it is advisable that certain Shared Contracts, or portions thereof, will be separated or assigned to a member of the Dover Group entitled to such Asset or intended to assume such Liability▇▇▇▇▇▇▇ Group, as applicable. The Parties shall use their commercially reasonable efforts to separate the Shared Contracts which are identified on Schedule 2.9(c)(i) into separate Contracts between the appropriate Third Party and either ▇▇▇▇▇▇▇ or a member of the ▇▇▇▇▇▇▇ Group or Dover or a member of the Dover Group. Dover or a member of the Dover Group will use commercially reasonable efforts to assign the rights and obligations, but only to the extent relating to the ▇▇▇▇▇▇▇ Business, under the Shared Contracts which are identified on Schedule 2.9(c)(ii) to ▇▇▇▇▇▇▇ or a member of the ▇▇▇▇▇▇▇ Group. The Parties agree to cooperate and provide reasonable assistance prior to the Effective Time and for a period of six (6) months following the Effective Time (with no obligation on the part of either Party to pay any costs or fees with respect to such assistance) in effecting the separation or assignment of such Shared Contracts as promptly as reasonably practicable). For the avoidance of doubt, reasonable out-of-pocket expenses, and recording or similar fees shall not include any purchase price, license fee, or other payment or compensation for the procurement of any asset secured to replace an Asset in the course of a Party’s obligation under Section 2.05(a)described above.

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 Contract. (b) Contract remains in effect and the formal division, partial assignment, modification or replication of such Shared Contract as contemplated by the previous sentence has not yet been effected, the Parties shall discuss in good faith extending any such lawful arrangement then in place. Nothing in this Section 2.05 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 each of their respective Groups to contribute capital, pay or grant any consideration or concession in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person (other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which which, if incurred following the Separation Closing, shall be reimbursed borne by the Party or the member Kenvue (and Kenvue shall promptly reimburse members of the Party’s J&J Group entitled to upon request for any such Asset expenses or intended to assume such Liability, as applicable, as promptly as reasonably practicablefees incurred thereby). For the avoidance of doubt, reasonable out-of-pocket expenses, and recording or similar fees shall not include any purchase price, license fee, or other payment or compensation for the procurement of any asset secured to replace an Asset in the course of a Party’s obligation under Section 2.05(a).

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

Shared Contracts. (a) With respect to Shared Contractual Liabilities pursuant to, under or relating to a given Shared Contract, such Shared Contractual Liabilities shall be allocated, unless otherwise allocated pursuant to this Agreement or an Ancillary Agreement, between the Parties as follows: (i) first, if a Liability is incurred exclusively in respect of a benefit received by one Party or its Group, the Party or Group receiving such benefit shall be responsible for such Liability; (ii) second, if a Liability cannot be exclusively allocated to one Party or its Group under clause (i) above, such Liability shall be allocated among both Parties and their respective Groups based on the relative proportions of total benefit to be received over the remaining term of the Shared Contract, measured starting as of the date of the Distribution under the relevant Shared Contract. Notwithstanding the foregoing, each Party and its Group shall be responsible for any or all Liabilities arising out of or resulting from such Party’s or Group’s breach of the relevant Shared Contract (including any breach committed by the other Party or its Group at the instruction of a Party or its Group). (b) Except as set forth otherwise expressly contemplated in this Agreement or an Ancillary Agreement, if NCR or any member of the NCR Group, on the one hand, or ATMCo or any member of the ATMCo Group, on the other hand, receives any benefit or payment under any Shared Contract which was intended for the other Party or its Group, NCR, on the one hand, or ATMCo, on the other hand, as applicable, will use its respective commercially reasonable efforts, or will cause any member of its Group to use its commercially reasonable efforts, to deliver, Transfer or otherwise afford such benefit or payment to the other Party, subject to Section 2.4(f). With respect to any Shared Contract that remains in existence following the Distribution and has not been separated pursuant to Section 2.8(d), the Parties shall use commercially reasonable efforts to seek mutually acceptable alternative arrangements for purposes of allocating rights and liabilities and obligations under such Shared Contract (provided that such arrangements shall not result in a breach or violation of such Shared Contract) (an “Acceptable Alternative Arrangement”). Such Acceptable Alternative Arrangements may include a subcontracting, sublicensing or subleasing arrangement under which NCR or ATMCo, as applicable, and their applicable Subsidiaries would, in compliance with Law, obtain the benefits under, and assume the Liabilities associated with, such Shared Contract solely to the extent related to their respective Business (or applicable portion thereof) and in accordance with the terms of this Agreement or any Ancillary Agreement. (c) With respect to any Shared Contract, from and after the Distribution, each Party shall, and/or shall cause the applicable members of its Group party to such Shared Contract to, upon the request of the other Party, use its commercially reasonable efforts to enforce for the benefit of the other Party (or the applicable member of the other Party’s Group) any and all rights under such Shared Contract related to such other Party’s business and such other Party shall bear the reasonable and documented out-of-pocket costs and expenses of such enforcement to the extent related to the rights being enforced for the benefit of such other Party. The Party (or relevant member of its Group) retaining any Shared Contract shall (i) not be obligated, in connection with the foregoing in this Section 2.8(c), to expend any money unless the necessary funds are advanced, or agreed in advance to be reimbursed by the Party (or relevant member of its Group), other than reasonable attorneys’ fees and recording or similar fees, all of which shall be promptly reimbursed by the other Party (or relevant member of its Group); provided, however, that each Party shall bear its own expenses in connection with the separation of such Shared Contract or the establishment of any Acceptable Alternative Arrangement and (ii) be indemnified for all Indemnifiable Losses or other Liabilities arising out of any actions (or omissions to act) of such retaining Party taken at the direction of the other Party (or relevant member of its Group) in connection with and relating to such Shared Contract, as the case may be (other than in the event of its gross negligence, fraud or willful misconduct). From and after the Distribution, the Party whose Group holds a Shared Contract shall not (and shall cause the other members of its Group not to), without the consent of the other Party (such consent not to be unreasonably withheld, conditioned or delayed), and subject to Section 6.4, (w) waive any rights under such Shared Contract to the extent related to business of the other Party, (y) terminate (or consent to be terminated by the counterparty) such Shared Contract except in connection with (1) the expiration of such Shared Contract in accordance with its terms (it being understood, for the avoidance of doubt, that sending a notice of non-renewal to the counterparty to such Shared Contract in accordance with the terms of such Shared Contract is expressly permitted; provided, however, that notice of the non-renewal shall be provided to the other Party within five (5) Business Days of informing the counterparty that the Shared Contract will not be renewed) or (2) a partial termination of such Shared Contract that would not reasonably be expected to impact any rights or obligations under such Shared Contract related to the business of the other Party, or (z) amend, modify or supplement such Shared Contract in a manner material and adverse to the Group of the other Party. From and after the Distribution, if either Party (or any member of such Party’s Group) (the “Notice Recipient”) receives from a counterparty to a Shared Contract a formal notice of breach of such Shared Contract that could reasonably be expected to impact the other Party (or any member of such Party’s Group), the Notice Recipient shall provide written notice to the other Party as soon as reasonably practicable (and in no event later than five (5) Business Days following receipt of such notice) and the Parties shall consult with respect to the actions proposed to be taken regarding the alleged breach. If either Group (the “Notifying Party”) sends to a counterparty to a Shared Contract a formal notice of breach of such Shared Contract that could reasonably be expected to impact the other Group, the Notifying Party shall provide written notice to the other Party as soon as reasonably practicable (and in no event later than five (5) Business Days after sending such notice of breach to the counterparty), and the Parties shall consult with each other regarding such alleged breach. From and after the Distribution, neither Party shall (and shall cause the other members of its Group not to) breach any Shared Contract to the extent such breach would reasonably be expected to result in a loss of rights, or acceleration or increase of obligations, of any member of the other Party’s Group pursuant to (X) such Shared Contract, (Y) any partial assignment related to such Shared Contract or (Z) any other Contract with the counterparty to such Shared Contract (or any of its Affiliates) in existence at the time of the Distribution that contains cross-default or similar provisions related to such Shared Contract. (d) Notwithstanding anything to the contrary herein, the Parties have determined that it is advisable that certain Shared Contracts, or portions thereof, will be separated or assigned to a member of the NCR Group or the ATMCo Group, as applicable. The Parties shall, following the Distribution, use their commercially reasonable efforts to separate the Shared Contracts, including those identified on Schedule VIII2.8(d), into separate Contracts between the appropriate Third Party and either (i) ATMCo or a member of the ATMCo Group or (ii) NCR or a member of the NCR Group. Separation of Shared Contracts may be accomplished by any of entrance into new Contracts or through assignments (in whole or in part) consistent with the foregoing requirements. (e) To the extent in order to separate a Shared Contract or take any other action required by this Section 2.8 it is necessary to obtain any Consents or Governmental Approvals the Parties shall, and shall cause the respective members of their respective Groups to, cooperate and use their respective commercially reasonable best efforts to work together (and, if necessary and desirable, seek to work with obtain such Consents or Governmental Approvals as promptly as practicable after the third party date hereof; provided that in no event shall any member of a Group have any Liability whatsoever 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 other Group is the beneficiary of the rights and is responsible for the obligations related any failure 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 obtain any such Shared Contract. (b) Nothing in this Section 2.05 shall require either Consent or Governmental Approval and neither Party or nor any member of each of their respective Groups its Group shall be required to commence any litigation, contribute capital, pay or grant any consideration or concession in any form (including providing any letter of credit, guaranty (other than pursuant to Section 2.11) or other financial accommodation) to any Person (Third Party in order to cause such Governmental Approval or other than Consent to be obtained; provided, further, that each Party shall be required to bear any reasonable out-of-pocket expenses, outside attorneys’ fees and recording or similar feesThird-Party fees and the costs of salaries and benefits of its employees incurred in connection with its performance of its obligations under this Section 2.8(e). (f) Each of NCR and ATMCo shall, and shall cause the members of their respective Group to, (i) treat for all Tax purposes the portion of which shall be reimbursed by the Party or the member of the Party’s Group entitled each Shared Contract inuring to such their respective Business as an Asset or intended to assume such Liabilityowned by, and/or a Liability of, as applicable, such Party, or the members of such Party’s Group, as promptly as reasonably practicable). For applicable, not later than the avoidance of doubt, reasonable out-of-pocket expensesDistribution, and recording (ii) neither report nor take any Tax position (on a Tax Return or similar fees shall not include any purchase price, license fee, otherwise) inconsistent with such treatment (unless required by applicable Law or other payment or compensation for the procurement of any asset secured to replace an Asset in the course a good faith resolution of a Party’s obligation under Section 2.05(aTax Contest).

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 Contract. (b) Liability arising after the Distribution Time, which shall constitute VS Liabilities for purposes of this Agreement. Nothing in this Section 2.05 shall require either Party or any member of each of their respective Groups the L Brands Group or the VS Group to contribute capital, pay incur any non-de minimis obligation or grant any consideration or non-de minimis concession in order to effect any form transaction contemplated by this Section 2.05. (including providing b) For so long as any letter of credit, guaranty or other financial accommodation) to any Person (other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be reimbursed by the Party or the member of the Party’s L Brands Group entitled is party to such Asset or intended to assume such Liabilityany Shared Contract and provides any member of the VS Group any claims, as applicable, as promptly as reasonably practicable). For the avoidance of doubt, reasonable out-of-pocket expenses, rights and recording or similar fees shall not include any purchase price, license fee, or other payment or compensation for the procurement benefits of any asset secured such Shared Contract pursuant to replace an Asset arrangement described in the course of a Party’s obligation under Section 2.05(a), such member of the VS Group shall indemnify the L Brands Indemnitees against and shall hold each of them harmless from any and all Liabilities incurred or suffered by any of the L Brands Indemnitees arising out of or in connection with such member of the L Brands Group’s post-Distribution direct or indirect ownership, management or operation of any such Shared Contract (to the extent that such Liabilities relate to the VS Business).

Shared Contracts. With effect from the Separation Date until the termination or expiry of the relevant Shared Contract, in respect of the Alcon Part or Novartis Part (as applicable) of each Shared Contract: (a) Except as set forth on Schedule VIIIsubject to sub-paragraphs (b) and (c) below, the Parties shallprovisions of paragraph 1.6 (Third Party Consents Not Obtained Prior to Commencement of Separation) of this Schedule 2 (Transferring Contracts) shall apply mutatis mutandis as though (i) a Third Party Consent is required in respect of the transfer of the Alcon Part or Novartis Part, as applicable, of such Shared Contract and (ii) such Third Party Consent has not been obtained at the Separation Date; (b) the application provisions of this Schedule 2 (Transferring Contracts) to the Shared Contracts referred to in schedule 8 of the Manufacturing and Supply Agreement shall cause be subject to the members terms of their respective Groups to, use their respective reasonable best efforts schedule 8 of the Manufacturing and Supply Agreement; and (c) if the relevant member of the Alcon Group or member of the Novartis Group (as applicable) wishes to work together enforce any of its rights under the Alcon Part or Novartis Part (and, as applicable) (the Relevant Shared Contract Beneficiary) of any Shared Contract: (i) it shall give written notice to the relevant member of the Novartis Group (if necessary and desirable, to work with the third Relevant Shared Contract Beneficiary is a member of the Alcon Group) or the relevant member of the Alcon Group (if the Relevant Shared Contract Beneficiary is a member of the Novartis Group) (as applicable) that is party to such Shared ContractContract (the Relevant Shared Contract Party) in an effort containing reasonably specific details of any claim that it wishes to divide, partially assign, modify make to enforce its rights under the Alcon Part or replicate Novartis Part (in whole or in partas applicable) the respective rights and obligations under and in respect of any Shared Contract, including such that Information as is available to it to allow such Relevant Shared Contract Party (aas applicable) a to assess the merits of such claim and its amount; and (ii) if: (A) such Shared Contract primarily relates to the Alcon Business, Alcon (or any member of the SpinCo Group is the beneficiary of the rights Alcon Group) shall, subject to Novartis 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 each member of the Nuance Novartis Group is the beneficiary of the rights and is responsible for the obligations related to such Shared Contract not relating being indemnified by Alcon against all Liabilities suffered or incurred by them to the SpinCo Business extent arising out of or resulting from the conduct of any claim having been assumed by Alcon (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 Alcon Group) under this sub-paragraph (A), be entitled (at its election and sole expense) to take such action as it shall receive deem necessary to negotiate, make, assert, avoid, dispute, deny, defend, resist, appeal, compromise, contest, settle, discharge or otherwise deal with any such claim and to have the interest in the benefits conduct of any related proceedings, negotiations or appeals; provided, that Alcon shall ensure that it and obligations each member of the SpinCo Portion Alcon Group shall: 1. not advance any argument against the counterparty under such Shared Contract and a member or take any step that would reasonably be likely to have an adverse impact on Novartis, any of its Affiliates or the Nuance Group shall receive the interest in the benefits and obligations Novartis Business; 2. take into account any reasonable requests 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. Novartis (b) Nothing in this Section 2.05 shall require either Party or any member of each the Novartis Group) in respect of their respective Groups such claim; and 3. keep Novartis regularly informed in respect of such claim; or (iii) such Shared Contract primarily relates to contribute capitalthe Novartis Business, pay Novartis (or grant any consideration or concession in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person (other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be reimbursed by the Party or the member of the Party’s Novartis Group of its Affiliates) shall be entitled (at its election and sole expense) to take such Asset action as it shall deem necessary to negotiate, make, assert, avoid, dispute, deny, defend, resist, appeal, compromise, contest, settle, discharge or intended otherwise deal with any such claim and to assume such Liability, as applicable, as promptly as reasonably practicable). For have the avoidance of doubt, reasonable out-of-pocket expenses, and recording or similar fees shall not include any purchase price, license fee, or other payment or compensation for the procurement conduct of any asset secured related proceedings, negotiations or appeals; provided, that Novartis shall ensure that it and each member of the Novartis Group shall: (A) not advance any argument against the counterparty under such Shared Contract or take any step that would reasonably be likely to replace have an Asset adverse impact on the Alcon Business; (B) take into account any reasonable requests of Alcon (or any member of the Alcon Group) in the course respect of a Party’s obligation under Section 2.05(a)such claim; and (C) keep Alcon regularly informed in respect of such claim.

Shared Contracts. (a) With respect to Shared Contractual Liabilities relating to, arising out of or resulting from a given Shared Contract, such Shared Contractual Liabilities shall be allocated, unless otherwise allocated pursuant to this Agreement or any Ancillary Agreement, between the Parties as follows: (i) first, if a Liability is incurred exclusively in respect of a benefit received by one Party or its Group, the Party or Group receiving such benefit shall be responsible for such Liability; (ii) second, if a Liability cannot be exclusively allocated to one Party or its Group under clause (i) above, each Party or Group shall be responsible for fifty percent (50%) of such Liability. Notwithstanding the foregoing, each Party and its Group shall be responsible for any or all Liabilities arising out of or resulting from such Party’s or Group’s breach of the relevant Shared Contract. (b) Except as set forth otherwise expressly contemplated in this Agreement or an Ancillary Agreement, if Crane Holdings, Co. (and, after the Effective Time, Crane NXT, Co.) or any member of the Crane NXT Group, on Schedule VIIIthe one hand, or Crane Company or any member of the Parties Crane Company Group, on the other hand, receives any benefit or payment under any Shared Contract which was intended for the other Party or its Group, Crane Holdings, Co. (and, after the Effective Time, Crane NXT, Co.), on the one hand, or Crane Company, on the other hand, as applicable, will use its respective commercially reasonable efforts, or will cause any member of its Group to use its commercially reasonable efforts, to deliver, Transfer or otherwise afford such benefit or payment to the other Party. (c) Each of Crane Holdings, Co. (and, after the Effective Time, Crane NXT, Co.) and Crane Company shall, and shall cause the members of their its respective Groups Group to, use their respective reasonable best efforts to work together (and, if necessary and desirable, to work with i) treat for all Tax purposes 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 each Shared Contract relating inuring to the SpinCo Business (the “SpinCo Portion”)its respective Businesses as an Asset owned by, which rights shall be and/or 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 membersLiability of, as applicable, are not able to enter into an arrangement to formally dividesuch Party, 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. (b) Nothing in this Section 2.05 shall require either Party or any member of each of their respective Groups to contribute capital, pay or grant any consideration or concession in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person (other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be reimbursed by the Party or the member members of the such Party’s Group entitled to such Asset or intended to assume such LiabilityGroup, as applicable, as promptly as reasonably practicable). For not later than the avoidance of doubt, reasonable out-of-pocket expensesEffective Time, and recording (ii) neither report nor take any Tax position (on a Tax Return or similar fees shall not include any purchase price, license fee, otherwise) inconsistent with such treatment (unless required by applicable Law or other payment or compensation for the procurement of any asset secured to replace an Asset in the course a good faith resolution of a Party’s obligation under Section 2.05(aTax Contest).

Shared Contracts. (a) Except as set forth otherwise agreed by Seller and Purchaser in writing or as otherwise provided in this Agreement or any of the Ancillary Agreements (including with respect to any Specified Shared Contracts that relate to services to be provided under the Transition Services Agreement or the Supply Agreement), until the expiration or termination date of any Specified Shared Contract or any other Shared Contract (other than those Excluded Contracts listed on Schedule VIII1.1(c) which are not also Specified Shared Contracts) (assuming, for these purposes, that the then-current term in effect as of immediately prior to the Closing is not renewed or extended), the Parties shall, shall (and shall cause the members of their respective Groups Affiliates to, ) use their respective commercially reasonable best efforts to work together (andobtain or structure an arrangement for Purchaser to obtain the claims, 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 benefits, and assume the corresponding liabilities and obligations under and in respect thereunder (other than to the extent relating to or arising out of any Shared Contract, such that (a) a member breach or other violation 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 sentenceClosing), then the Parties shall, and shall cause their respective Group members to, cooperate in of such portion of 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 that relates to and is allocated to the Program Business, as reasonably determined by Seller and Purchaser; provided, however, that Purchaser shall be under no obligation to enter into any such arrangement with respect to, or obtain any claims, rights and benefits, or assume any corresponding liabilities and obligations under, any Shared Contract other than a member Specified Shared Contract; provided, further, that Seller and its Affiliates shall not be required to take any action that would, in the good-faith judgment of Seller upon the advice of outside counsel, constitute a breach or other contravention of the Nuance Group shall receive the interest in the benefits and obligations rights of the Nuance Portion any other party to such Shared Contract or be ineffective under, or contravene, applicable Law. With respect to Shared Contractual Liabilities pursuant to, under such or relating to any Specified Shared Contract, it being understood that no Party such Shared Contractual Liabilities shall have Liability to be allocated between Seller and Purchaser as follows: (i) if a liability is incurred solely in respect of either the Program Business or the other Party businesses of Seller or any of its Affiliates, such liability shall be allocated to Purchaser (in respect of the Transferred Assets) or Seller (in respect of the other businesses of Seller or any of its Affiliates); and (ii) if a liability cannot be so allocated under clause (i), such liability shall be allocated to Seller or Purchaser, as the case may be, based on the relative proportion of total benefit received by Purchaser in respect of the Program Business and Seller or any of its Affiliates in respect of its other businesses under the relevant Specified Shared Contract, as reasonably determined by Seller and Purchaser. Notwithstanding the foregoing, each of Seller and Purchaser shall be responsible for the failure any or all liabilities arising from its (or its Affiliates’) direct or indirect breach of any third party to perform its obligations under any such Specified Shared Contract. (b) Nothing in this Section 2.05 shall require either Party or any member of each of their respective Groups to contribute capital, pay or grant any consideration or concession in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person (other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be reimbursed by the Party or the member of the Party’s Group entitled to such Asset or intended to assume such Liability, as applicable, as promptly as reasonably practicable). For the avoidance of doubt, reasonable out-of-pocket expenses, and recording or similar fees shall not include any purchase price, license fee, or other payment or compensation for the procurement of any asset secured to replace an Asset in the course of a Party’s obligation under Section 2.05(a).

Shared Contracts. (a) Except as set forth on Schedule VIII, the Parties shall, Subject to Section 2.10(d) 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 other than 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 (provision of Services under 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 Transitional Services Agreement or Shared Contract not relating Contracts that are sublicensed to the SpinCo Business (Company and other Persons in 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 Company Group members, as applicable, are not able to enter into an arrangement to formally divide, partially assign, modify or replicate such Shared Contract prior pursuant to the Distribution Patent and Know-How License Agreement (Pfizer as contemplated by Licensor) or the previous sentenceTrademark and Copyright License Agreement, then from and after the Parties shallEffective Date, and shall cause their respective Pfizer may, in its sole discretion, make available to the Company 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 rights under Shared Contracts to the extent such benefits and rights have historically been and currently are provided to the Animal Health Business. With respect to any Shared Contracts made available to the Company Group pursuant to this Section 2.10(a), (i) no Person in the Company Group shall take any action, or refrain from taking any action, if (A) such action or inaction is reasonably likely to or does result in a breach on the part of any Person in the SpinCo Portion Pfizer Group under such any Shared Contract and a member of (B) such Person in the Nuance Company Group would otherwise be obligated to take or not take such action under the Shared Contract had such Person become severally liable under the Shared Contract at the Effective Date and (ii) each Person in the Company Group shall receive the interest in the benefits reasonably cooperate with Pfizer and, at Pfizer’s reasonable request, take such actions that are permissible and obligations of the Nuance Portion under such Shared Contract, it being understood reasonably necessary or desirable to ensure that no Party shall have Liability to the other Party for the failure of any third party Pfizer is able to perform its obligations constituting Shared Contract Liabilities under any such Shared Contract. (b) Nothing With respect to Shared Contract Liabilities pursuant to, under or relating to a given Shared Contract, such Shared Contract Liabilities shall be allocated, unless otherwise allocated pursuant to this Agreement or an Ancillary Agreement, between the parties as follows: (i) first, if a Liability is incurred exclusively in this Section 2.05 respect of a benefit received by one party or its Group, the party or Group receiving such benefit shall require either Party be responsible for such Liability and (ii) second, if a Liability cannot be exclusively allocated to one party or its Group under clause (i) above, such Liability shall be allocated among both parties and their respective Groups based on the relative proportions of total benefit received (over the term of the Shared Contract, measured as of the date of allocation) under the relevant Shared Contract. Notwithstanding the foregoing, each party and its Group shall be responsible for any or all Liabilities arising out of or resulting from such party’s or Group’s breach of the relevant Shared Contract. (c) If Pfizer or any member of each of their respective Groups to contribute capitalthe Pfizer Group, pay or grant any consideration or concession in any form (including providing any letter of crediton the one hand, guaranty or other financial accommodation) to any Person (other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be reimbursed by the Party or the Company or any member of the Party’s Group entitled to such Asset Company Group, on the other hand, receives any benefit or payment under any Shared Contract which was intended to assume such Liabilityfor the other party or its Group, as applicablePfizer, as promptly as reasonably practicable). For on the avoidance of doubt, reasonable out-of-pocket expenses, and recording or similar fees shall not include any purchase price, license feeone hand, or the Company, on the other hand, will use its respective commercially reasonable efforts, or will cause any member of its Group to use its commercially reasonable efforts, to deliver, transfer or otherwise afford such benefit or payment to the other party. (d) It shall be the responsibility of the Company to obtain the agreement of the third party that is the counterparty to each Shared Contract to enter into a new Contract effective as of the Effective Date pursuant to which the Company and its Affiliates will receive substantially the same benefits provided by the Shared Contract to the Animal Health Business prior to the Effective Date. Except as expressly provided under the Transitional Services Agreement, none of Pfizer or compensation any other member of the Pfizer Group shall be obligated to make available to the Company Group the benefits and rights under any Shared Contracts. In no event shall Pfizer be liable to the Company for (i) any Liabilities arising out of such new Contracts or (ii) Liabilities arising out of the procurement failure of the Company to obtain any asset secured to replace an Asset in the course of a Party’s obligation under Section 2.05(a)replacement contract.

Shared Contracts. (a1) With respect to Shared Contractual Liabilities pursuant to, under or relating to a given Shared Contract, such Shared Contractual Liabilities shall be allocated, unless otherwise allocated pursuant to this Agreement or an Ancillary Agreement, between the Parties as follows: (i) first, if a Liability is incurred exclusively in respect of a benefit received by one Party or its Group, the Party or Group receiving such benefit shall be responsible for such Liability; (ii) second, if a Liability cannot be exclusively allocated to one Party or its Group under clause (i) above, such Liability shall be allocated among both Parties and their respective Groups based on the relative proportions of total benefit received (over the remaining term of the Shared Contract, measured starting as of the date of allocation) under the relevant Shared Contract. Notwithstanding the foregoing, each Party and its Group shall be responsible for any or all Liabilities arising out of or resulting from such Party’s or Group’s breach of the relevant Shared Contract. (2) Except as set forth otherwise expressly contemplated in this Agreement or an Ancillary Agreement, if SG Holdings or any member of the SG Holdings Group, on Schedule VIIIthe one hand, or SG DevCo or any member of the SG DevCo Group, on the other hand, receives any benefit or payment under any Shared Contract which was intended for the other Party or its Group, SG Holdings, on the one hand, or SG DevCo, on the other hand, as applicable, will use its respective commercially reasonable efforts, or will cause any member of its Group to use its commercially reasonable efforts, to deliver, Transfer or otherwise afford such benefit or payment to the other Party. (3) Notwithstanding anything to the contrary herein, the Parties have determined that it is advisable that certain Shared Contracts, or portions thereof, will be separated or assigned to a member of the SG Holdings Group or the SG DevCo Group, as applicable. The Parties shall use their commercially reasonable efforts to separate the Shared Contracts which are identified on Schedule 2.8(3)(i) into separate Contracts between the appropriate Third Party and either (i) SG DevCo or a member of the SG DevCo Group or (ii) SG Holdings or a member of the SG Holdings Group. SG Holdings or a member of the SG Holdings Group will use commercially reasonable efforts to assign the rights and obligations, but only to the extent relating to the SG DevCo Business, under the Shared Contracts which are identified on Schedule 2.8(3)(ii) to SG DevCo or a member of the SG DevCo Group. The Parties agree to cooperate and provide reasonable assistance prior to the Effective Time and for a period of six (6) months following the Effective Time (with no obligation on the part of either Party to pay any costs or fees with respect to such assistance) in effecting the separation or assignment of such Shared Contracts as described above. (4) Each of SG Holdings and SG DevCo shall, and shall cause the members of their respective Groups Group to, use (i) treat for all Tax purposes the portion of each Shared Contract inuring to their respective reasonable best efforts to work together (andBusiness as an Asset owned by, 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) and/or 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 membersLiability of, as applicable, are not able to enter into an arrangement to formally dividesuch Party, 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. (b) Nothing in this Section 2.05 shall require either Party or any member of each of their respective Groups to contribute capital, pay or grant any consideration or concession in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person (other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be reimbursed by the Party or the member members of the such Party’s Group entitled to such Asset or intended to assume such LiabilityGroup, as applicable, as promptly as reasonably practicable). For not later than the avoidance of doubt, reasonable out-of-pocket expensesEffective Time, and recording (ii) neither report nor take any Tax position (on a Tax Return or similar fees shall not include any purchase price, license fee, otherwise) inconsistent with such treatment (unless required by applicable Law or other payment or compensation for the procurement of any asset secured to replace an Asset in the course a good faith resolution of a Party’s obligation under Section 2.05(aTax Contest).

Shared Contracts. (a) With respect to Shared Contractual Liabilities pursuant to, under or relating to a given Shared Contract, such Shared Contractual Liabilities shall be allocated, unless otherwise allocated pursuant to this Agreement or an Ancillary Agreement, between the Parties as follows: (i) first, if a Liability is incurred exclusively in respect of a benefit received by one Party or its Group, the Party or Group receiving such benefit shall be responsible for such Liability; (ii) second, if a Liability cannot be exclusively allocated to one Party or its Group under clause (i) above, such Liability shall be allocated among both Parties and their respective Groups based on the relative proportions of total benefit received (over the remaining term of the Shared Contract, measured starting as of the date of allocation) under the relevant Shared Contract. Notwithstanding the foregoing, each Party and its Group shall be responsible for any or all Liabilities arising out of or resulting from such Party's or Group's breach of the relevant Shared Contract. (b) Except as set forth otherwise expressly contemplated in this Agreement or an Ancillary Agreement, if Trinity or any member of the Trinity Group, on Schedule VIIIthe one hand, or Arcosa or any member of the Arcosa Group, on the other hand, receives any benefit or payment under any Shared Contract which was intended for the other Party or its Group, Trinity, on the one hand, or Arcosa, on the other hand, as applicable, will use its respective commercially reasonable efforts, or will cause any member of its Group to use its commercially reasonable efforts, to deliver, Transfer or otherwise afford such benefit or payment to the other Party. (c) Notwithstanding anything to the contrary herein, the Parties have determined that it is advisable that certain Shared Contracts, or portions thereof, will be separated or assigned to a member of the Trinity Group or the Arcosa Group, as applicable. The Parties shall use their commercially reasonable efforts to separate the Shared Contracts which are identified on Schedule 2.8(c)(i) into separate Contracts between the appropriate Third Party and either (i) Arcosa or a member of the Arcosa Group or (ii) Trinity or a member of the Trinity Group. Trinity or a member of the Trinity Group will use commercially reasonable efforts to assign the rights and obligations, but only to the extent relating to the Arcosa Business, under the Shared Contracts which are identified on Schedule 2.8(c)(ii) to Arcosa or a member of the Arcosa Group. The Parties agree to cooperate and provide reasonable assistance prior to the Effective Time and for a period of six (6) months following the Effective Time (with no obligation on the part of either Party to pay any costs or fees with respect to such assistance) in effecting the separation or assignment of such Shared Contracts as described above. (d) Each of Trinity and Arcosa shall, and shall cause the members of their respective Groups Group to, use (i) treat for all Tax purposes the portion of each Shared Contract inuring to their respective reasonable best efforts to work together (andBusiness as an Asset owned by, 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) and/or 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 membersLiability of, as applicable, are not able to enter into an arrangement to formally dividesuch Party, 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. (b) Nothing in this Section 2.05 shall require either Party or any member of each of their respective Groups to contribute capital, pay or grant any consideration or concession in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person (other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be reimbursed by the Party or the member members of the such Party’s Group entitled to such Asset or intended to assume such Liability's Group, as applicable, as promptly as reasonably practicable). For not later than the avoidance of doubt, reasonable out-of-pocket expensesEffective Time, and recording (ii) neither report nor take any Tax position (on a Tax Return or similar fees shall not include any purchase price, license fee, otherwise) inconsistent with such treatment (unless required by applicable Law or other payment or compensation for the procurement of any asset secured to replace an Asset in the course a good faith resolution of a Party’s obligation under Section 2.05(aTax Contest).

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. (b) Each of EPC and EHP shall, and shall cause its Group Members to, (i) treat for all relevant Tax purposes the portion of each Shared Contract inuring to its respective businesses as Assets owned by, and/or Liabilities of, as applicable, such party, or its subsidiaries, as applicable, not later than the Effective Time, and (ii) neither report nor take any Tax position (on a Tax Return or otherwise) inconsistent with such treatment (unless required by applicable Law). (c) Nothing in this Section 2.05 shall require either Party or any member of each any Group to make any non-de minimis payment (except for payment obligations under the applicable Shared Contract, or to the extent advanced, assumed or agreed in advance to be reimbursed by any member of their respective Groups to contribute capitalthe other Group), pay incur any non-de minimis obligation or grant any consideration or concession in non-de minimis material for the benefit of any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person (other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be reimbursed by the Party or the member of the Party’s any other Group entitled in order to such Asset or intended to assume such Liability, as applicable, as promptly as reasonably practicable). For the avoidance of doubt, reasonable out-of-pocket expenses, and recording or similar fees shall not include effect any purchase price, license fee, or other payment or compensation for the procurement of any asset secured to replace an Asset in the course of a Party’s obligation under transaction contemplated by this Section 2.05(a)2.05.

Shared Contracts. (a1) With respect to Shared Contractual Liabilities pursuant to, under or relating to a given Shared Contract, such Shared Contractual Liabilities shall be allocated, unless otherwise allocated pursuant to this Agreement or an Ancillary Agreement, between the Parties as follows: (i) first, if a Liability is incurred exclusively in respect of a benefit received by one Party or its Group, the Party or Group receiving such benefit shall be responsible for such Liability; (ii) second, if a Liability cannot be exclusively allocated to one Party or its Group under clause (i) above, such Liability shall be allocated among both Parties and their respective Groups based on the relative proportions of total benefit received (over the remaining term of the Shared Contract, measured starting as of the date of allocation) under the relevant Shared Contract. Notwithstanding the foregoing, each Party and its Group shall be responsible for any or all Liabilities arising out of or resulting from such Party’s or Group’s breach of the relevant Shared Contract. (2) Except as set forth otherwise expressly contemplated in this Agreement or an Ancillary Agreement, if AFC Gamma or any member of the AFC Gamma Group, on Schedule VIIIthe one hand, or SUNS or any member of the SUNS Group, on the other hand, receives any benefit or payment under any Shared Contract which was intended for the other Party or its Group, AFC Gamma, on the one hand, or SUNS, on the other hand, as applicable, will use its respective commercially reasonable efforts, or will cause any member of its Group to use its commercially reasonable efforts, to deliver, Transfer or otherwise afford such benefit or payment to the other Party. (3) Notwithstanding anything to the contrary herein, the Parties have determined that it is advisable that certain Shared Contracts, or portions thereof, will be separated or assigned to a member of the AFC Gamma Group or the SUNS Group, as applicable. The Parties shall use their commercially reasonable efforts to separate the Shared Contracts which are identified on Schedule 2.7(3) into separate Contracts between the appropriate Third Party and either (i) SUNS or a member of the SUNS Group or (ii) AFC Gamma or a member of the AFC Gamma Group. AFC Gamma or a member of the AFC Gamma Group will use commercially reasonable efforts to assign the rights and obligations, but only to the extent relating to the SUNS Business, under the Shared Contracts which are identified on Schedule 2.7(3) to SUNS or a member of the SUNS Group. The Parties agree to cooperate and provide reasonable assistance prior to the Effective Time and for a period of six (6) months following the Effective Time (with no obligation on the part of either Party to pay any costs or fees with respect to such assistance) in effecting the separation or assignment of such Shared Contracts as described above. (4) Each of AFC Gamma and SUNS shall, and shall cause the members of their respective Groups Group to, use (i) treat for all Tax purposes the portion of each Shared Contract inuring to their respective reasonable best efforts to work together (andBusiness as an Asset owned by, 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) and/or 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 membersLiability of, as applicable, are not able to enter into an arrangement to formally dividesuch Party, 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. (b) Nothing in this Section 2.05 shall require either Party or any member of each of their respective Groups to contribute capital, pay or grant any consideration or concession in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person (other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be reimbursed by the Party or the member members of the such Party’s Group entitled to such Asset or intended to assume such LiabilityGroup, as applicable, as promptly as reasonably practicable). For not later than the avoidance of doubt, reasonable out-of-pocket expensesEffective Time, and recording (ii) neither report nor take any Tax position (on a Tax Return or similar fees shall not include any purchase price, license fee, otherwise) inconsistent with such treatment (unless required by applicable Law or other payment or compensation for the procurement of any asset secured to replace an Asset in the course a good faith resolution of a Party’s obligation under Section 2.05(aTax Contest).

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 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 duration of the term of the applicable Contract (without any obligation to renew or extend). (ii) Newco (including on behalf of the other members of the Newco Group) shall use reasonable best efforts to separate and cause the applicable member of the Fox Group to enter into new agreements with the counterparties to the Newco Shared Contracts prior to the Separation, so that the Fox Group will be entitled to the rights and interests of, and will be subject to the Liabilities under, such Newco Shared Contract to the extent not related to the A&S Business. Upon such separation of a Newco Shared Contract, 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 Newco is unable or the counterparties are unwilling to enter into agreements with respect to any Newco Shared Contract, Newco (or the applicable member of the Newco Group) will partially assign the non-A&S Business functions to Fox in the manner agreed to by the Parties (but only if such Newco Shared Contract is assignable) and in the event that such partial assignment is not permitted by the terms of the applicable Newco Shared Contract or consented to by the applicable counterparty, Newco shall use reasonable best efforts to provide for an alternative arrangement so that the applicable member of the Fox Group will have the benefits and obligations burdens of the SpinCo Portion under such Newco Shared Contract and a as though it had been partially assigned; provided, however, that no member of the Nuance Newco Group shall receive the interest be required to make any payments (other than as provided for in the benefits and obligations of the Nuance Portion under such Shared underlying Contract, it being understood that no Party shall have Liability ) to the other Party for the failure of any third party in connection with the foregoing; provided, further, that Newco shall obtain Fox’s written consent (such consent not to perform its obligations be unreasonably withheld, conditioned or delayed) prior to agreeing to any waiver, amendment, modification or termination under any such Newco Shared Contract if such waiver, amendment, modification or termination would have the effect of limiting, restricting the rights or interests of, or increasing the costs to, the Fox Group under such Newco Shared Contract. (b) Nothing . Fox shall cooperate with Newco in connection with the entering into of any new agreement or partial assignment. The obligations set forth in the first sentence of this Section 2.05 1.8(c)(ii) regarding Newco’s use of reasonable best efforts to separate and assign Newco Shared Contracts shall require either Party or any member of each of their respective Groups to contribute capital, pay or grant any consideration or concession in any form terminate on the eighteen (including providing any letter of credit, guaranty or other financial accommodation18) to any Person (other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be reimbursed by the Party or the member month anniversary of the Party’s Group entitled to such Asset or intended to assume such Liability, as applicable, as promptly as reasonably practicable). For the avoidance of doubt, reasonable out-of-pocket expensesClosing Date, and recording or similar fees the obligations set forth in the remainder of this Section 1.8(c)(ii), including the obligations of Newco to use reasonable best efforts to provide for alternative arrangements, shall not include any purchase price, license fee, or other payment or compensation survive for the procurement duration of the term of the applicable Contract (without any asset secured obligation to replace an Asset in the course of a Party’s obligation under Section 2.05(arenew or extend).

Shared Contracts. (a) Except as set forth on Schedule VIIIotherwise agreed by Seller and Buyer or as otherwise expressly provided in this Agreement or the Transaction Documents, until the expiration or termination date of the applicable Shared Contract (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 the members of their respective Groups Affiliates to), if any, use their respective reasonable best efforts to work together obtain or structure an arrangement for Buyer to receive the rights and benefits, and bear the obligations and burdens, of the portion of such Shared Contract that Buyer and Seller determine is reasonably necessary for Buyer to continue operation of the Transferred Assets and satisfy the Assumed Liabilities from and after the Closing, the intent being for Buyer to be in (and, or as close as reasonably possible to) the same position as if necessary and desirable, to work with the third Buyer were a direct party to such portion of such Shared Contract) ; provided that Seller and its Affiliates shall not be required to take any action that would, in an effort the reasonable and good-faith judgment of Seller, constitute a breach or other contravention of the rights of any Person(s), be ineffective under, or contravene, applicable Law or any such Shared Contract or adversely affect the contractual rights of Seller or any of its Affiliates. With respect to divideany Liability pursuant to, partially assign, modify under or replicate (in whole or in part) the respective rights and obligations under and in respect of relating to any Shared Contract, such that Liability shall be allocated between Seller, on the one hand, and Buyer, on the other hand, as follows: (ai) a member of the SpinCo Group is the beneficiary of the rights and is responsible for the obligations related such Liability shall be allocated to that portion of such Shared Contract relating Buyer (to the SpinCo Business extent it would otherwise constitute an Assumed Liability) or 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 Liability cannot be so allocated under clause (i), such Liability shall be allocated to Seller or Buyer, as the case may be, based on the relative proportion of total benefit received by Buyer and Seller under the Nuance Group is relevant Shared Contract (taking into account the beneficiary extent to which such Liability would otherwise constitute an Assumed Liability or an Excluded Liability hereunder), as reasonably and in good faith determined by Buyer and Seller consistent with this Agreement. Notwithstanding the foregoing, each of the rights Seller and is Buyer shall be responsible for the obligations related to such Shared Contract not relating any or all Liabilities arising from its (or its Affiliates’) own Taxes (except 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 extent otherwise expressly 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 this Agreement) or direct or indirect breach of any third party to perform its obligations under any such Shared Contract. (b) Nothing in this Section 2.05 shall require either Party or any member of each of their respective Groups to contribute capital, pay or grant any consideration or concession in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person (other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be reimbursed by the Party or the member of the Party’s Group entitled to such Asset or intended to assume such Liability, as applicable, as promptly as reasonably practicable). For the avoidance of doubt, reasonable out-of-pocket expenses, and recording or similar fees shall not include any purchase price, license fee, or other payment or compensation for the procurement of any asset secured to replace an Asset in the course of a Party’s obligation under Section 2.05(a).

Shared Contracts. (a) Except as set forth on Schedule VIIIPrior to the Closing, the Parties shall, Seller and Purchaser shall cause the members of their respective Groups to, use their respective commercially reasonable best efforts to work together (andand with the other parties to the contracts listed on Section 5.15 of the Seller Letter, if necessary and desirableany (the “Shared Contracts”), to work with the third party to such Shared Contract) in an effort to (i) divide, partially assign, modify or and/or replicate (in whole or in part) the respective rights and obligations under the Shared Contracts and in respect of any (ii) if possible, novate the respective rights and obligations under the Shared ContractContracts, such that (a) a member that, effective as of the SpinCo Group Closing, (y) the Purchaser (or its designee) is the beneficiary of the rights and is responsible for the obligations related to that portion of such the Shared Contract relating that is related to the SpinCo Business or any Transferred Entity (the “SpinCo Business Portion”)) (so that, which subsequent to the Closing, the Seller or its affiliates shall have no rights shall be a SpinCo Asset and which or obligations shall be a SpinCo Liability, with respect to the Business Portion of the Shared Contract) and (bz) a member of the Nuance Group Seller or its affiliates is the beneficiary of the rights and is responsible for the obligations related to such the Shared Contract not relating to other than the SpinCo Business Portion (the “Nuance Non-Business Portion”) (and Purchaser (or its designees) shall have no rights or obligations with respect to the Non-Business Portion of the Shared Contract), 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, applicable parties are not able to enter into an arrangement to formally divide, partially assign, modify and/or replicate one or replicate such more Shared Contract Contracts prior to the Distribution Closing as contemplated by the previous sentence, then each of the Parties shallparties shall use its commercially reasonable efforts and cooperate with the other (at its sole cost and expense) to obtain such an arrangement as quickly as practicable after the Closing; provided, however, that no party shall be required to pay or commit to pay any amount to (or incur any obligation in favor of) any Person from whom such arrangement may be required (other than nominal filing or application fees) in connection with obtaining any such arrangement. Prior to the obtaining of any such arrangement, Seller shall not cause and shall cause their respective Group members touse commercially reasonable efforts to not permit the Shared Contract to lapse, be violated, become subject to a Lien or otherwise be adversely affected (without Purchaser’s prior written consent) and shall cooperate with Purchaser (or its designee) in any reasonable and permissible arrangement lawful arrangements to provide that, following to Purchaser (or its designee) the Distribution, a member benefits of use of the SpinCo Group shall receive Business Portion of the interest in Shared Contract for its term and, to the benefits and extent Purchaser (or its designee) receives such benefits, it will perform the obligations of the SpinCo Seller or its affiliates under the Business 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 . The Purchaser and the Seller shall have Liability participate jointly in any negotiations with parties to the other Party for the failure of any third party to perform its obligations under any such Shared ContractContracts. (b) Nothing in this Section 2.05 shall require either Party or any member of each of their respective Groups to contribute capital, pay or grant any consideration or concession in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person (other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be reimbursed by the Party or the member of the Party’s Group entitled to such Asset or intended to assume such Liability, as applicable, as promptly as reasonably practicable). For the avoidance of doubt, reasonable out-of-pocket expenses, and recording or similar fees shall not include any purchase price, license fee, or other payment or compensation for the procurement of any asset secured to replace an Asset in the course of a Party’s obligation under Section 2.05(a).

Shared Contracts. (a) Except as set forth on Schedule VIII, the Parties shall, and shall cause the members of their respective Groups With respect to Shared Contractual Liabilities 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 a given Shared Contract, such that Shared Contractual Liabilities shall be allocated, unless otherwise allocated pursuant to this Agreement or an Ancillary Agreement, between the Parties as follows: (ai) first, if a member Liability is incurred exclusively in respect of a benefit received by one Party or its Group, the Party or Group receiving such benefit shall be responsible for such Liability; (ii) second, if a Liability cannot be exclusively allocated to one Party or its Group under clause (i) above, such Liability shall be allocated among both Parties and their respective Groups based on the relative proportions of total benefit received (over the term of the 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 measured as of the date of allocation) under the relevant Shared Contract. Notwithstanding the foregoing, each Party shall have Liability to be responsible for any or all Liabilities arising out of or resulting from such Party’s or Group’s breach of the other Party for the failure of any third party to perform its obligations under any such relevant Shared Contract. (b) Nothing Except as otherwise expressly contemplated in this Section 2.05 shall require either Party Agreement or an Ancillary Agreement, if Infrastructurco or any member of each of their respective Groups to contribute capitalthe Infrastructurco Group, pay on the one hand, or grant Flowco or any consideration or concession in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person (other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be reimbursed by the Party or the member of the Party’s Flowco Group, on the other hand, receives any benefit or payment under any Shared Contract which was intended for the other Party or its Group, Infrastructurco, on the one hand, or Flowco, on the other hand, will use its respective commercially reasonable efforts, to deliver, transfer or otherwise afford such benefit or payment to the other Party in as efficient a manner as can be effected with commercially reasonable efforts. (c) Notwithstanding anything to the contrary herein, the Parties have determined that it is advisable that certain Shared Contracts, or portions thereof, will be separated or assigned to a member of the Infrastructurco Group entitled to such Asset or intended to assume such LiabilityFlowco Group, as applicable, . The Parties shall use their commercially reasonable efforts to separate the Shared Contracts which are identified on Schedule 2.9(c) into separate Contracts between the appropriate Third Party and either Flowco or a member of the Flowco Group or Infrastructurco or a member of the Infrastructurco Group. (d) The Parties agree to cooperate and provide reasonable assistance prior to the Effective Time and for a period of twelve (12) months following the Effective Time (with no obligation on the part of either Party to pay any costs or fees with respect to such assistance) in effecting the separation of such Shared Contracts as promptly as reasonably practicable). For the avoidance of doubt, reasonable out-of-pocket expenses, and recording or similar fees shall not include any purchase price, license fee, or other payment or compensation for the procurement of any asset secured to replace an Asset in the course of a Party’s obligation under Section 2.05(a)described above.

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. (b) Nothing in this Section 2.05 shall require either Party or any member of each of their respective Groups to contribute capital, pay or grant any consideration or concession in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person (other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be reimbursed by the Party or the member of the Party’s Group entitled to such Asset or intended to assume such Liability, as applicable, as promptly as reasonably practicable). For the avoidance of doubt, reasonable out-of-pocket expenses, and recording or similar fees shall not include any purchase price, license fee, or other payment or compensation for the procurement of any asset secured to replace an Asset in the course of a Party’s obligation under Section 2.05(a).

Shared Contracts. (a) Except as set forth on Schedule VIIINotwithstanding anything in this Agreement to the contrary, the Parties shall, and shall cause the members of their respective Groups with respect to Liabilities pursuant to, use their respective reasonable best efforts arising 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 Liabilities shall be allocated between the D▇▇▇ Parties, on the one hand, and the TreeHouse Parties on the other hand, as follows: (ai) first, if a member Liability is incurred exclusively in respect of a benefit received by one Party, the Party receiving such benefit shall be responsible for such Liability; and (ii) second, if a Liability cannot be so allocated under clause (i), such Liability shall be allocated between the Parties based on the relative proportions of total benefit received under the relevant Shared Contract. Notwithstanding the foregoing, each Party shall be responsible for any and all Liabilities arising out of or resulting from its breach 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 relevant Shared Contract. (b) Nothing in this Section 2.05 shall require either Party If any of the D▇▇▇ Parties, on the one hand, or any member of each of their respective Groups the TreeHouse Parties, on the other hand, receive any benefit or payment under any Shared Contract that was intended for the other Party, the Party receiving such benefit or payment will use commercially reasonable efforts to contribute capitaldeliver, pay transfer or grant any consideration otherwise afford such benefit or concession in any form payment to the other Party. (including providing any letter of credit, guaranty or other financial accommodationc) With respect to any Person (Shared Contract that is transferred to TreeHouse pursuant to Section 2.1(h)(iv), TreeHouse shall exercise and exploit its rights under such Shared Contracts and take such other than reasonable out-of-pocket expenses, attorneys’ fees action as may be reasonably requested by D▇▇▇ and recording or similar fees, all of which shall be reimbursed by the Party or the member of the Party’s Group entitled at D▇▇▇’▇ expense in order to such Asset or intended to assume such Liability, as applicable, as promptly as reasonably practicable). For the avoidance of doubt, reasonable out-of-pocket expenses, and recording or similar fees shall not include any purchase price, license fee, or other payment or compensation for the procurement of any asset secured to replace an Asset place D▇▇▇ in the course of a Partysame position it would have been if such Contract had not been transferred as contemplated hereby on the Distribution Date. (d) With respect to any Shared Contract that is not transferred to TreeHouse pursuant to Section 2.1(h)(iv) and is instead retained by D▇▇▇, ▇▇▇▇ shall exercise and exploit its rights under such Shared Contracts and take such other action as may be reasonably requested by TreeHouse and at TreeHouse’s obligation under Section 2.05(a)expense in order to place TreeHouse in the same position it would have been if such Contract had been transferred on the Distribution Date.

Shared Contracts. (a) Some contracts, agreements and leases relating to the Townsquare Stations or Cumulus Stations, as applicable, may be used in the operation of multiple stations or other business units (each, a “Shared Contract”). Schedule 1.3(a) sets forth all Shared Contracts relating to the Townsquare Stations that are material with respect to the applicable market, and Schedule 1.3(b) sets forth all Shared Contracts relating to the Cumulus Stations that are material with respect to the applicable market. Except as set forth on provided by Schedule VIII1.2(c) or Schedule 1.2(d), as applicable, at the Closing, 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 Shared Contracts shall be equitably allocated among stations and such other business units in a manner reasonably determined by the parties in accordance with the following equitable allocation principles: (i) any allocation expressly set forth in the Shared Contract shall control; (ii) if none, then any allocation previously made by the conveying party in the ordinary course of station operations shall control; (iii) if none, then the quantifiable proportionate benefit to be received by the parties after Closing shall control; and (iv) if not quantifiable, then reasonable accommodation shall control. (b) With respect to each such Shared Contract, (i) the parties shall cooperate with each other and each contract counterparty in such allocation, (ii) only the allocated portion of each such Shared Contract is included in the contracts to be assigned and assumed under this Agreement (without need for further action), and (iii) the parties shall use their commercially reasonable efforts to ensure that such allocation shall occur by termination of the Shared Contract and execution of new contracts between each contract counterparty and each of Townsquare and Cumulus (but only if such contract is on terms at least as favorable than the existing contract), but shall include the allocated portion of such contracts will not include any group discounts or similar benefits specific to a party or its affiliates. Completion of documentation of any such allocation is not a condition to Closing; provided, however, that with respect to each such Shared Contract which is not allocated at Closing pursuant to subsection (iii) of this Section 1.3(b), the parties shall cooperate to the extent feasible in effecting a lawful and commercially reasonable arrangement under which acquiring party shall receive the allocable benefits thereunder from and after Closing, and to the extent of the allocable benefits received, the acquiring party shall pay and perform the conveying party’s obligations arising thereunder from and after Closing in accordance with its terms, until new documentation effecting the allocation described in this Section 1.3 is executed and delivered. With respect to each Shared Contract, each party shall be responsible for all costs associated with the portion allocated to such party, and shall indemnify and hold harmless the other party for any losses associated with the performance of such party for the portion allocated to such party. (c) In the event that the terms of any Shared Contract, such that (a) a member of Contract prohibits 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 allocation contemplated by this Section 1.3, the previous sentence, then the Parties shall, and parties shall cause their respective Group members to, cooperate in any use commercially reasonable and permissible arrangement efforts 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 portion of the Shared Contract and that would have been allocated to 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 party hereunder but for the failure of any third party to perform its obligations under any such Shared Contractprohibition. (bd) Nothing Notwithstanding the foregoing, in this Section 2.05 no event shall require either Party a Shared Contract relate to any employees of Townsquare or Cumulus, or the following marks (or any member of each of their respective Groups to contribute capitalother rights with respect thereto): the names “Townsquare”, 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 “Cumulus” and recording or similar fees, all of which shall be reimbursed by the Party or the member of the Party’s Group entitled to such Asset or intended to assume such Liability, as applicable, as promptly as reasonably practicable). For the avoidance of doubt, reasonable out-of-pocket expenses, and recording or similar fees shall not include any purchase price, license fee, or other payment or compensation for the procurement of any asset secured to replace an Asset in the course of a Party’s obligation under Section 2.05(a)“Citadel”.

Shared Contracts. (a) Except Any Contract with a Third Party that relates to both the NiSource Business and the Columbia Business (each such Contract, a “Shared Contract”) shall be handled as set forth on Schedule VIIIcontemplated by Section 5.2(d) unless NiSource determines, in its sole discretion, that it is desirable to partially assign such Shared Contract as contemplated by Section 5.2(b) or to amend such Shared Contract as contemplated by Section 5.2(c). (b) If any Shared Contract can be partially assigned by its terms and NiSource determines, in its sole discretion, that it is so desirable with respect to such Shared Contract, NiSource shall assign such Shared Contract in part to Columbia, or another Columbia Party designated by Columbia, so that the Columbia Parties will be entitled to the benefits and rights relating to the Columbia Business and will assume their related portion of any Liabilities under such Shared Contract. If any such partial assignment requires the consent or approval of any Third Party or any other required action, the Parties partial assignment of such Shared Contract shall be effected in accordance with the terms of this Agreement, if and when such consent or approval is obtained or such other required action has been taken. (c) If NiSource determines, in its sole discretion, that it is so desirable with respect to any Shared Contract, NiSource and Columbia shall, and shall cause the members of their respective Groups applicable NiSource Parties and Columbia Parties to, cooperate and 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, 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 with the counterparty 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 amend such Shared Contract so as to delete all obligations therefrom (i) to the extent that such obligations relate to the NiSource Business, and enter into a member of new Contract with the Nuance Group shall receive applicable counterparty which solely relates to the interest Columbia Business, on substantially equivalent terms and conditions as are then in the benefits and obligations of the Nuance Portion effect under such Shared Contract, it being understood that no Party shall have Liability or (ii) to the other Party for extent that such obligations relate to the failure of any third party Columbia Business, and enter into a new Contract with the applicable counterparty which solely relates to perform its obligations the NiSource Business, on substantially equivalent terms and conditions as are then in effect under any such Shared Contract. (bd) Nothing With respect to each Shared Contract that is not partially assigned or amended as contemplated by Section 5.2(b) or Section 5.2(c), NiSource and Columbia shall, and shall cause the applicable NiSource Parties and Columbia Parties to, cooperate in any lawful and reasonable arrangement, to the extent so permitted under the terms of such Shared Contract and applicable Law: (i) to provide the applicable NiSource Party the benefits and obligations of any such Shared Contract with respect to the NiSource Business, including subcontracting, licensing, sublicensing, leasing or subleasing to the NiSource Party any or all of the rights and obligations with respect to such Shared Contract with respect to the NiSource Business, including, to the extent applicable and appropriate, upon the request and at the sole cost and expense of NiSource, CPG or the applicable CPG Parties using commercially reasonable efforts and in a commercially reasonable time-frame to pursue breach of warranty claims under such Shared Contract with respect to the NiSource Business on the applicable NiSource Parties’ behalf where such right to pursue a breach is not passed on to NiSource. In any such arrangement, the NiSource Parties will, with respect to that portion of the Shared Contract relating to the NiSource Business, (A) bear the sole responsibility for completion of the work or provision of goods and services, (B) bear all Taxes with respect thereto or arising therefrom, (C) be solely entitled to all benefits thereof, economic or otherwise, including the receipt of all goods and services thereunder, (D) be solely responsible for any amounts due thereunder, any warranty or breach thereof, any repurchase, indemnity and service obligations thereunder and any damages related to termination of such Shared Contract, (E) promptly reimburse the reasonable costs and expenses of Columbia and the applicable Columbia Party related to such activities, (F) be entitled to continue to receive any correspondence or invoices delivered with respect to such Shared Contract and (G) be entitled to receive copies of all correspondence and invoices delivered to or by any Columbia Party with respect to such Shared Contract; and (ii) to provide the applicable Columbia Party the benefits and obligations of any such Shared Contract with respect to the Columbia Business, including subcontracting, licensing, sublicensing, leasing or subleasing to the Columbia Party any or all of the rights and obligations with respect to such Shared Contract with respect to the Columbia Business including, to the extent applicable and appropriate, upon the request and at the sole cost and expense of CPG, NiSource or the applicable NiSource Parties using commercially reasonable efforts and in a commercially reasonable time-frame to pursue breach of warranty claims under such Shared Contract with respect to the CPG Business on the applicable CPG Parties’ behalf where such right to pursue a breach is not passed on to CPG. In any such arrangement, the Columbia Parties will, with respect to that portion of the Shared Contract relating to the Columbia Business, (A) bear the sole responsibility for completion of the work or provision of goods and services, (B) bear all Taxes with respect thereto or arising therefrom, (C) be solely entitled to all benefits thereof, economic or otherwise, including the receipt of all goods and services thereunder, (D) be solely responsible for any amounts due thereunder, any warranty or breach thereof, any repurchase, indemnity and service obligations thereunder and any damages related to termination of such Shared Contract, (E) promptly reimburse the reasonable costs and expenses of NiSource and the applicable NiSource Party related to such activities and (F) be entitled to receive copies of all correspondence and invoices delivered to or by any NiSource Party with respect to such Shared Contract. (e) With respect to each Shared Contract that is the subject of an arrangement contemplated by Section 5.2(d), NiSource, on behalf of itself and each of the NiSource Parties, shall indemnify, defend and hold harmless each of the Columbia Parties from and against any and all Expenses or Losses incurred or suffered by one or more of the Columbia Parties in connection with, relating to, arising out of or due to, directly or indirectly, that portion of the Shared Contract relating to the NiSource Business. With respect to each Shared Contract that is the subject of an arrangement contemplated by Section 5.2(d), Columbia, on behalf of itself and each of the Columbia Parties, shall indemnify, defend and hold harmless each of the NiSource Parties from and against any and all Expenses or Losses incurred or suffered by one or more of the NiSource Parties in connection with, relating to, arising out of or due to, directly or indirectly, that portion of the Shared Contract relating to the Columbia Business. (f) No NiSource Party or Columbia Party shall be required to pay any consideration to any Third Party in connection with implementing the arrangements contemplated by this Section 2.05 5.2. (g) The parties shall require either Party follow the procedures specified in Section 10.2 in the event of any dispute regarding the rights and obligations of the NiSource Parties or any member of each of their respective Groups to contribute capital, pay or grant any consideration or concession in any form (including providing any letter of credit, guaranty or other financial accommodation) the Columbia Parties with respect to any Person (other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all Shared Contract that is the subject of which shall be reimbursed an arrangement contemplated by the Party or the member of the Party’s Group entitled to such Asset or intended to assume such Liability, as applicable, as promptly as reasonably practicable). For the avoidance of doubt, reasonable out-of-pocket expenses, and recording or similar fees shall not include any purchase price, license fee, or other payment or compensation for the procurement of any asset secured to replace an Asset in the course of a Party’s obligation under Section 2.05(a5.2(d).

Shared Contracts. (a1) With respect to Shared Contractual Liabilities pursuant to, under or relating to a given Shared Contract, such Shared Contractual Liabilities shall be allocated, unless otherwise allocated pursuant to this Agreement or an Ancillary Agreement, between the Parties as follows: (i) first, if a Liability is incurred exclusively in respect of a benefit received by one Party or its Group, the Party or Group receiving such benefit shall be responsible for such Liability; (ii) second, if a Liability cannot be exclusively allocated to one Party or its Group under clause (i) above, such Liability shall be allocated among both Parties and their respective Groups based on the relative proportions of total benefit received (over the remaining term of the Shared Contract, measured starting as of the date of allocation) under the relevant Shared Contract. Notwithstanding the foregoing, each Party and its Group shall be responsible for any or all Liabilities arising out of or resulting from such Party’s or Group’s breach of the relevant Shared Contract. (2) Except as set forth otherwise expressly contemplated in this Agreement or an Ancillary Agreement, if SG Holdings or any member of the SG Holdings Group, on Schedule VIIIthe one hand, or SG DevCo or any member of the Parties SG DevCo Group, on the other hand, receives any benefit or payment under any Shared Contract which was intended for the other Party or its Group, SG Holdings, on the one hand, or SG DevCo, on the other hand, as applicable, will use its respective commercially reasonable efforts, or will cause any member of its Group to use its commercially reasonable efforts, to deliver, Transfer or otherwise afford such benefit or payment to the other Party. (3) Each of SG Holdings and SG DevCo shall, and shall cause the members of their respective Groups Group to, use (i) treat for all Tax purposes the portion of each Shared Contract inuring to their respective reasonable best efforts to work together (andBusiness as an Asset owned by, 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) and/or 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 membersLiability of, as applicable, are not able to enter into an arrangement to formally dividesuch Party, 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. (b) Nothing in this Section 2.05 shall require either Party or any member of each of their respective Groups to contribute capital, pay or grant any consideration or concession in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person (other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be reimbursed by the Party or the member members of the such Party’s Group entitled to such Asset or intended to assume such LiabilityGroup, as applicable, as promptly as reasonably practicable). For not later than the avoidance of doubt, reasonable out-of-pocket expensesEffective Time, and recording (ii) neither report nor take any Tax position (on a Tax Return or similar fees shall not include any purchase price, license fee, otherwise) inconsistent with such treatment (unless required by applicable Law or other payment or compensation for the procurement of any asset secured to replace an Asset in the course a good faith resolution of a Party’s obligation under Section 2.05(aTax Contest).

Shared Contracts. Prior to Closing, Seller and Buyer shall cooperate in good faith to determine a mutually acceptable plan for separating the Shared Contracts, including (a) to identify any additional Shared Contracts that shall be separated prior to Closing and (b) to seek to apportion any increased costs to the Company and Seller and its Affiliates (other than the Company) resulting from separating the Shared Contracts proportionally based on their respective allocated assets, licenses, services or financial commitments. Except as set forth on Schedule VIIIin this Section 4.16 or otherwise agreed in writing between Seller and Buyer and subject to the Transition Services Agreement and Day 1 Action Plan, the Parties shall, and parties hereto shall cause the members of their respective Groups to, use their respective commercially reasonable best efforts to work together (andprocure that the above-mentioned Shared Contract shall be assigned, if necessary transferred and desirableconveyed to the Company, in each case, only with respect 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 those parts of such Shared Contract relating that primarily relate to the SpinCo Business (Company, if so assignable, transferable or conveyable, or appropriately amended prior to the “SpinCo Portion”)Closing, which rights so that the Company 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 entitled to 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 benefit 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 those parts of the SpinCo Group shall receive the interest in the benefits and obligations of the SpinCo Portion under such Shared Contract and a member shall assume the portion of any liabilities, in each case, that relate primarily to the Nuance Group shall receive the interest in the benefits and obligations of the Nuance Portion Company under such Shared Contract; provided, it being understood that (i) in no Party event shall have Liability any Person be required to assign (or amend), either in its entirety or in part, any Shared Contract if an attempted assignment or amendment, without the consent of, or other Party for the failure of action by, any third party to perform its obligations under party, would constitute a breach thereunder or in any such Shared Contract. (b) Nothing in this Section 2.05 shall require either Party way adversely affect the rights of the Company or Seller or any member of each of their respective Groups to contribute capital, pay or grant any consideration or concession in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person (other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be reimbursed by the Party or the member of the Party’s Group entitled to such Asset or intended to assume such Liability, as applicable, as promptly as reasonably practicable). For the avoidance of doubt, reasonable out-of-pocket expensesAffiliates thereunder, and recording (ii) if any Shared Contract cannot be so partially assigned by its terms or similar fees shall not include any purchase price, license feeotherwise, or other payment cannot be amended, without such consent or compensation for the procurement of any asset secured to replace an Asset action, Seller and Buyer shall cooperate in the course of a Party’s obligation under Section 2.05(a).mutually agreeable arrangement under

Shared Contracts. (ai) Except as set forth ▇▇▇▇▇▇▇ (including on Schedule VIII, behalf of the Parties shall, and shall cause the other members of their respective Groups to, the ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ is unable or the counterparties are unwilling to enter into agreements with respect to any ▇▇▇▇▇▇▇ Shared Contract, ▇▇▇▇▇▇▇ (or the applicable member of the ▇▇▇▇▇▇▇ Group) will partially assign the Communications Business functions to Newco in the manner agreed to by the Parties (but only if such ▇▇▇▇▇▇▇ Shared Contract is assignable) and in the event that such partial assignment is not permitted by the terms of the applicable ▇▇▇▇▇▇▇ Shared Contract or consented to by the applicable counterparty, ▇▇▇▇▇▇▇ shall use reasonable best efforts to provide for an alternative arrangement so that the applicable member of the Newco Group will have the benefits of such ▇▇▇▇▇▇▇ Shared Contract as though it had been partially assigned; provided, however, that no member of the ▇▇▇▇▇▇▇ Group shall be 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 ▇▇▇▇▇▇▇ shall obtain Newco’s express written consent prior to agreeing to any waiver, amendment, modification or termination under any such ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ Shared Contract in a materially disproportionate manner relative to ▇▇▇▇▇▇▇’▇ other businesses covered under such ▇▇▇▇▇▇▇ Shared Contract. Newco shall cooperate with ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ use of reasonable best efforts to separate and assign ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ to use reasonable best efforts to provide for alternative arrangements, shall survive for the obligations duration of the term of the applicable Contract (without any obligation to renew or extend). (ii) Newco (including on behalf of the other members of the Newco Group) shall use reasonable best efforts to separate and cause the applicable member of the ▇▇▇▇▇▇▇ Group to enter into new agreements with the counterparties to the Newco Shared Contracts prior to the Separation. Upon such separation of a Newco Shared Contract, the separated Contract that is related to the Communications Business will be a Newco Contract and the other separated Contract will be an Excluded Asset. To the extent that portion Newco is unable or the counterparties are unwilling to enter into agreements with respect to any Newco Shared Contract, Newco (or the applicable member of the Newco Group) will partially assign the non-Communications Business functions to ▇▇▇▇▇▇▇ in the manner agreed to by the Parties (but only if such Newco Shared Contract is assignable) and in the event that such partial assignment is not permitted by the terms of the applicable Newco Shared Contract or consented to by the applicable counterparty, Newco shall use reasonable best efforts to provide for an alternative arrangement so that the applicable member of the ▇▇▇▇▇▇▇ Group will have the benefits of such Newco Shared Contract relating to as though it had been partially assigned; provided, however, that no member of the SpinCo Business (the “SpinCo Portion”), which rights Newco Group shall be a SpinCo 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 Newco shall be a SpinCo Liabilityobtain National’s written consent prior to agreeing to any waiver, and (b) amendment, modification or termination under any such Newco Shared Contract if such waiver, amendment, modification or termination would have the effect of limiting, restricting or increasing the costs of a member of the Nuance Group is ▇▇▇▇▇▇▇ Group’s rights or interests under such Newco Shared Contract. ▇▇▇▇▇▇▇ shall cooperate with Newco 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)(ii) regarding Newco’s use of reasonable best efforts to separate and assign Newco Shared Contracts shall terminate on the eighteen (18) month anniversary of the rights Closing Date, and is responsible the obligations set forth in the remainder of this Section 1.08(c)(ii), including the obligations of Newco to use reasonable best efforts to provide for alternative arrangements, shall survive for the 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 duration of the SpinCo Group shall receive the interest in the benefits and obligations term of the SpinCo Portion under such Shared applicable 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 (without any obligation to the other Party for the failure of any third party to perform its obligations under any such Shared Contract. (b) Nothing in this Section 2.05 shall require either Party renew or any member of each of their respective Groups to contribute capital, pay or grant any consideration or concession in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person (other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be reimbursed by the Party or the member of the Party’s Group entitled to such Asset or intended to assume such Liability, as applicable, as promptly as reasonably practicable). For the avoidance of doubt, reasonable out-of-pocket expenses, and recording or similar fees shall not include any purchase price, license fee, or other payment or compensation for the procurement of any asset secured to replace an Asset in the course of a Party’s obligation under Section 2.05(aextend).

Shared Contracts. (a) Except as set forth on Schedule VIII, the Parties shall, and shall cause the members of their respective Groups With respect to Shared Contractual Liabilities 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 a given Shared Contract, such that Shared Contractual Liabilities shall, unless otherwise allocated pursuant to this Agreement, a Local Purchase Agreement or an Ancillary Agreement, be allocated between ASD and the Retained Subsidiaries, on the one hand, and each Buyer and its Subsidiaries, on the other hand, as follows: (ai) first, to the extent a member Liability is incurred exclusively in respect of a benefit received by the Excluded Businesses or the B&K Business, such Liability shall be determined to be a Retained Liability or an Assumed Liability, respectively; and (ii) second, to the extent a Liability cannot be so allocated under clause (i) above, such Liability shall be allocated to ASD and the Retained Subsidiaries, on the one hand, and to such Buyer and its Subsidiaries, on the other hand, as the case may be, based on the relative proportions of total benefit received (over the term of the SpinCo Group is Shared Contract, measured up to the beneficiary date of the rights allocation) by ASD and is the Retained Subsidiaries, on the one hand, or such Buyer and its Subsidiaries, on the other hand, under the relevant Shared Contract. Notwithstanding the foregoing, ASD, Americas Buyer and International Buyer shall be responsible for the obligations related to that portion any or all Liabilities arising out of such Shared Contract relating to the SpinCo Business or resulting from their (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 Subsidiaries’) breach of the relevant 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 Contractwhich this Section 7.24 otherwise pertains. (b) Nothing If ASD or any Retained Subsidiary, on the one hand, or such Buyer or any of its Subsidiaries, on the other hand, receives any benefit or payment under any Shared Contract which was intended for the other party, ASD and such Buyer will use their respective reasonable commercial efforts to, and to cause their respective Subsidiaries to, deliver, transfer or otherwise afford such benefit or payment to the other party. (c) Notwithstanding anything to the contrary herein, the parties agree that the Shared Contracts listed on Section 7.24(c)(i) of the Seller’s Disclosure Schedule shall not be deemed to be B&K Assets hereunder. Without limiting the foregoing, the parties have determined that it is advisable that certain Shared Contracts, which are identified on Section 7.24(c)(ii) of the Seller’s Disclosure Schedule, be separated into separate Contracts between the appropriate third party and either the Excluded Businesses, the Americas B&K Business or the International B&K Business. The parties agree to cooperate and provide reasonable assistance prior to Closing (with no obligation on the part of either party to pay any costs or fees with respect to such assistance) in effecting the separation of such Shared Contracts. (d) As used in this Section 2.05 7.24, each Buyers’ Subsidiaries shall require either Party or any member of each of their respective Groups to contribute capital, pay or grant any consideration or concession in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person (other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be reimbursed by include the Party or the member of the Party’s Group entitled to such Asset or intended to assume such Liability, as applicable, as promptly as reasonably practicable). For the avoidance of doubt, reasonable out-of-pocket expenses, and recording or similar fees shall not include any purchase price, license fee, or other payment or compensation for the procurement of any asset secured to replace an Asset in the course of a Party’s obligation under Section 2.05(a)B&K Companies.

Shared Contracts. With respect to any contracts of Kellwood or its Affiliates that are used in the operation of the Vince Business or any contracts of Vince or its Affiliates that are used in the operation of the Kellwood Business (a“Shared Contracts”), at the Recipient’s (which Recipient may be Kellwood or Vince) Except request, the Service Provider shall (and shall cause the applicable Affiliate to) use commercially reasonable efforts to assist the Recipient to obtain the agreement of any Third Party to such Shared Contract to the entering into of a new Contract with the Recipient pursuant to which the Recipient or its designated Affiliates will have access to the supplies or services covered by, and receive any other benefit conferred by, such Shared Contract with respect to the Vince Business or Kellwood Business, as set forth on Schedule VIIIapplicable. To the extent the foregoing is not possible or practical or in the event that the Third Party does not agree to enter into a new Contract with the Recipient or one of its designated Affiliates, at the Recipient’s request, the Parties shall, and shall cause in each case to the members of their respective Groups to, use their respective reasonable best efforts to work together (and, if necessary and desirable, to work with extent permitted under 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 applicable Shared Contract, such that (a) a member design an arrangement pursuant to which the Recipient or its designated Affiliates will receive substantially all of the SpinCo Group is the beneficiary material rights and benefits (and will assume and discharge their proportionate share of the rights obligations or be invoiced for such amounts pursuant to Article III and is responsible for as further described below) of such Shared Contracts as may be received by the obligations related Vince Business or the Kellwood Business, as applicable, prior to that portion the date hereof. Such an arrangement shall include the obligation of the Service Provider or the applicable Affiliate to forward (where possible and practical) supplies or services, as the case may be, received from such Shared Contract with respect to the Vince Business or Kellwood Business, as applicable, to the Recipient or its designated Affiliates in accordance with reasonable instructions from the Recipient, until the term of such Shared Contract relating to the SpinCo Business (the “SpinCo Portion”), which rights terminates in accordance with its terms. The Recipient shall be a SpinCo Asset invoiced by and which obligations shall be a SpinCo Liability, and (b) a member reimburse the Service Provider or the applicable Affiliate for its proportionate share 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. (b) Nothing in this Section 2.05 shall require either Party or any member of each of their respective Groups to contribute capital, pay or grant any consideration or concession in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person (other than reasonable out-of-pocket expensesand third party costs incurred with respect such Shared Contracts. For example, attorneys’ fees if a the total amount owed to a third party under a Shared Contract is $1,000 per month by the Service Provider and recording the Recipient receives 20% of the product, services or similar fees, all benefit of which such Shared Contract the Recipient shall be reimbursed invoiced by and reimburse the Party or the member of the Party’s Group entitled Service Provider in an amount equal to such Asset or intended to assume such Liability, as applicable, as promptly as reasonably practicable). For the avoidance of doubt, reasonable out-of-pocket expenses, and recording or similar fees shall not include any purchase price, license fee, or other payment or compensation for the procurement of any asset secured to replace an Asset in the course of a Party’s obligation under Section 2.05(a)$200 per month.

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 which are governed by Section 5.18(a) and Section 5.18(b), respectively, and Section 5.18(c). (a) From the date hereof until the Closing, Seller and Purchaser shall, and shall have Liability cause their respective Affiliates to, use their reasonable best efforts to work together (and, if necessary and desirable, to work with the other Party for the failure of any third party to perform its any Seller Shared Customer Contract) to divide, partially assign, modify or replicate (in whole or in part) the respective rights and obligations under and in respect of any Seller Shared Customer Contract, such that, following the Closing, (i) Purchaser, an Affiliate of Purchaser or a Group Company is the beneficiary of the rights and is solely responsible for the obligations under such Seller Shared Customer Contract to the extent such obligations are related to the Purchaser Portion of such Seller Shared Customer Contract, which rights shall be an asset of and which obligations shall be a liability of Purchaser, an Affiliate of Purchaser or a Group Company, and (ii) Seller or an Affiliate of Seller (other than a Group Company) is the beneficiary of the rights and is solely responsible for the obligations related to the Seller Portion of such Seller Shared Customer Contract, which rights shall be an asset of and which obligations shall be a liability of Seller or an Affiliate of Seller (other than a Group Company). Nothing in this Agreement shall require the division, partial assignment, modification or replication of a Seller Shared Customer Contract unless and until any necessary Consents are obtained or made, as applicable. If Seller and Purchaser or their respective Affiliates, as applicable, are not able to enter into an arrangement to divide, partially assign, modify or replicate the rights and obligations under and in respect of any such Seller Shared Customer Contract prior to the Closing, the Closing shall, subject to the satisfaction (or, to the extent permitted by applicable Law, the waiver by the parties entitled to the benefit thereof) of the conditions set forth in Article VI (other than those conditions which by their terms are to be satisfied at the Closing but subject to the satisfaction at the Closing or waiver of such conditions), nonetheless take place on the terms set forth herein and, unless Purchaser and Seller otherwise agree, thereafter and until the earlier of (x) the date that is twelve (12) months following the Closing and (y) the date on which the subcontracting of the Purchaser Portion of such Seller Shared Customer Contract (the “Embedded Purchaser Portion”) to Purchaser, an Affiliate of Purchaser or a Group Company is effected, Seller and Purchaser shall, and shall cause their respective Affiliates to, (1) use their reasonable best efforts to obtain the Consent of, or make the Consent to, the third party to such Seller Shared Customer Contract to the subcontracting of the Embedded Purchaser Portion to Purchaser, an Affiliate of Purchaser or a Group Company and (2) cooperate in any commercially reasonable arrangement to provide that Purchaser, an Affiliate of Purchaser or a Group Company shall receive the interest in the benefits and obligations of the Embedded Purchaser Portion under and in respect of such Seller Shared Customer Contract. Notwithstanding the foregoing, if all required Consents to the subcontracting of the Embedded Purchaser Portion of any Seller Shared Customer Contract to Purchaser, an Affiliate of Purchaser or, after the Closing, a Group Company are obtained or made on or prior to the Closing Date, then Seller and Purchaser shall, and shall cause their respective applicable Affiliates to, enter into subcontracting arrangements on commercially reasonable terms mutually acceptable to Seller and Purchaser pursuant to which the Embedded Purchaser Portion of such Seller Shared Customer Contract shall be provided by Purchaser, an Affiliate of Purchaser or, after the Closing, a Group Company. Nothing in this Agreement shall require entering into a subcontracting arrangement with respect to the Embedded Purchaser Portion of a Seller Shared Customer Contract unless and until any necessary Consents are obtained or made, as applicable. From and after Closing, Purchaser shall indemnify and hold harmless Seller and its Affiliates from any Losses and liabilities incurred by Seller or its Affiliates arising from or relating to the Embedded Purchaser Portion of any Seller Shared Customer Contract and Seller shall indemnify and hold harmless Purchaser, the Group Companies and their respective Affiliates from any Losses and liabilities incurred by Purchaser, the Group Companies or any of their respective Affiliates arising out of or relating to such Seller Shared Customer Contracts other than the Embedded Purchaser Portions thereof. (b) From the date hereof until the Closing, Seller and Purchaser shall, and shall cause their respective Affiliates to, use their reasonable best efforts to work together (and, if necessary and desirable, to work with the third party to any Purchaser Shared Customer Contract) to divide, partially assign, modify or replicate (in whole or in part) the respective rights and obligations under and in respect of any Purchaser Shared Customer Contract, such that, following the Closing, (i) Seller or an Affiliate of Seller (other than a Group Company) is the beneficiary of the rights and is solely responsible for the obligations under such Purchaser Shared Customer Contract to the extent such obligations are related to the Seller Portion of such Purchaser Shared Customer Contract, which rights shall be an asset of and which obligations shall be a liability of Seller or an Affiliate of Seller (other than a Group Company), and (ii) Purchaser, an Affiliate of Purchaser or a Group Company is the beneficiary of the rights and is solely responsible for the obligations related to the Purchaser Portion of such Purchaser Shared Customer Contract, which rights shall be an asset of and which obligations shall be a liability of Purchaser, an Affiliate of Purchaser or a Group Company. Nothing in this Agreement shall require the division, partial assignment, modification or replication of a Purchaser Shared Customer Contract unless and until any necessary Consents are obtained or made, as applicable. If Seller and Purchaser or their respective Affiliates, as applicable, are not able to enter into an arrangement to divide, partially assign, modify or replicate the rights and obligations under and in respect of any such Purchaser Shared Customer Contract prior to the Closing, the Closing shall, subject to the satisfaction (or, to the extent permitted by applicable Law, the waiver by the parties entitled to the benefit thereof) of the conditions set forth in Article VI (other than those conditions which by their terms are to be satisfied at the Closing but subject to the satisfaction at the Closing or waiver of such conditions), nonetheless take place on the terms set forth herein and, unless Purchaser and Seller otherwise agree, thereafter and until the earlier of (x) the date that is twelve (12) months following the Closing and (y) the date on which the subcontracting of the Purchaser Portion of such Purchaser Shared Customer Contract (the “Embedded Seller Portion”) to Seller or an Affiliate of Seller (other than a Group Company) is effected, Seller and Purchaser shall, and shall cause their respective Affiliates to, (1) use their reasonable best efforts to obtain the Consent of, or make the Consent to, the third party to such Purchaser Shared Customer Contract to the subcontracting of the Embedded Seller Portion to Seller or an Affiliate of Seller (other than a Group Company) and (2) cooperate in any commercially reasonable arrangement to provide that Seller or an Affiliate of Seller (other than a Group Company) shall receive the interest in the benefits and obligations of the Embedded Seller Portion under and in respect of such Purchaser Shared Customer Contract. Notwithstanding the foregoing, if all required Consents to the subcontracting of the Embedded Seller Portion of any Purchaser Shared Customer Contract to Seller or an Affiliate of Seller (other than a Group Company) are obtained or made on or prior to the Closing Date, then Seller and Purchaser shall, and shall cause their respective applicable Affiliates to, enter into subcontracting arrangements on commercially reasonable terms mutually acceptable to Seller and Purchaser pursuant to which the Embedded Seller Portion of such Purchaser Shared Customer Contract shall be provided by Seller or an Affiliate of Seller (other than a Group Company). Nothing in this Agreement shall require entering into a subcontracting arrangement with respect to the Embedded Seller Portion of a Purchaser Shared Customer Contract unless and until any necessary Consents are obtained or made, as applicable. From and after the Closing, Seller shall indemnify and hold harmless Purchaser, the Group Companies and their respective Affiliates for any Losses and liabilities incurred by Purchaser, the Group Companies or any of their respective Affiliates arising out of or relating to the Embedded Seller Portion of any Purchaser Shared Customer Contract and Purchaser shall indemnify and hold harmless Seller and its Affiliates from any Losses and liabilities incurred by Seller or its Affiliates arising out of or relating to such Purchaser Shared Customer Contracts other than the Embedded Seller Portions thereof. (c) Nothing in this Section 2.05 5.18 shall require either Party Seller or Purchaser nor any member of each of their respective Groups Affiliates to contribute capital, pay or grant any consideration or concession in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person (other than reasonable and documented out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be reimbursed by the Party or the member of the Party’s Group entitled to such Asset or intended to assume such Liability, as applicable, as promptly as reasonably practicablepracticable by the party on whose behalf such expenses and fees are incurred). For the avoidance of doubt, reasonable and documented out-of-pocket expenses, attorneys’ fees and recording or similar fees shall not include any purchase price, license fee, fee or other payment or compensation consideration for the procurement of any asset secured to replace an Asset asset in the course of a PartySeller’s obligation or Purchaser’s obligations under Section 2.05(a5.18(a) or Section 5.18(b).

Shared Contracts. (1) During the Interim Period, the Vendor Parent shall use commercially reasonable efforts to cause any Shared Contract to be split into two separate contracts (such that the Vendor Parent or any of its Subsidiaries (other than a Purchased Entity) and the counterparty are a party to one and a Purchased Entity and the counterparty are a party to the other) or otherwise assigned, amended and/or novated, as applicable, prior to or on the Closing Date, such that the Vendor Parent and/or its Subsidiaries (other than the Purchased Entities), on one hand, and the Purchased Entities (as applicable), on the other hand, shall be entitled only to the rights and benefits, and shall assume or otherwise be liable for only the related portion of any Liabilities, enuring to the Vendor Business and the Coal Business, respectively; provided, however, that in no event shall this Section 5.14 require the Vendor Parent or any of its Subsidiaries to (a) Except as set forth make any non de minimis payment, incur any non de minimis Liability or grant any non de minimis concession for the benefit of any Person in order to effect any action contemplated by this Section 5.14(1); (b) assign, amend and/or novate any Shared Contract in its entirety or any portion of any Shared Contract which is not assignable (or cannot be amended or novated) by its terms (including any terms imposing consents or conditions on Schedule VIIIan assignment, amendment or novation where such consents or conditions have not been obtained or fulfilled), or (c) partially assign (or amend or novate) any Shared Contract if, in the opinion of the Vendor Parent, such assignment, amendment and/or novation could reasonably be expected to impair the benefit derived by the Vendor Parent or its Subsidiaries from such Shared Contract. For greater certainty, the separation, assignment, amendment and/or novation of Shared Contracts described in this Section 5.14(1) shall not be a condition to the Closing. (2) Notwithstanding Section 11.4, to the extent any Shared Contract to which no Purchased Entity is a party thereto cannot be separated, assigned, amended and/or novated prior to or on the Closing Date in accordance with Section 5.14(1), excluding, at the Vendor Parties' election, the Shared Contracts listed in Section 5.14(2) of the Disclosure Letter, the Vendor Parties shallshall to the extent (a) permitted by Law and the provisions of the applicable Shared Contract and (b) feasible under the provisions of the applicable Shared Contract, act after the Closing as the applicable Purchased Entities' agent to the extent that the Shared Contract relates to the Coal Business, or otherwise hold the benefit of the Shared Contract to that extent for, or provide the benefit of the Shared Contract to that extent to, the applicable Purchased Entities (via trust or any other form of commercial arrangement, including the on-sale of goods procured under the Shared Contract at cost), and shall cause the members of their respective Groups to, use their respective reasonable best efforts to work together (and, if necessary and desirablecooperate, 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) extent permitted by Law and the respective rights and obligations under and in respect provisions of any the applicable Shared Contract, with the Purchaser in any other reasonable arrangement designed to provide such that benefits to the applicable Purchased Entities (acollectively, "Shared Contract Agency Arrangements") a member until such time as the Shared Contract expires in accordance with its term or the portion 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 Coal Business can be separated, assigned, amended and/or novated to, or for the benefit of, the applicable Purchased Entities, and all rights and obligations relating to the Coal Business under any Shared Contract subject to a Shared Contract Agency Arrangement will be deemed to be respectively Coal Assets and Coal Liabilities. The applicable Purchased Entities shall bear the costs incurred by a Vendor Party under the terms of any such Shared Contract to the extent that such costs are incurred in relation to the Coal Business pursuant to any such Shared Contract Agency Arrangement. To the extent any Shared Contract to which no Purchased Entity is a party thereto (a) cannot be separated, assigned, amended and/or novated prior to or on the “SpinCo Portion”Closing Date in accordance with Section 5.14(1), which rights shall be a SpinCo Asset and which obligations shall be a SpinCo Liability, and (b) a member excluding, at the Vendor Parties' election, the Shared Contracts listed in Section 5.14(2) of the Nuance Group Disclosure Letter, cannot be made subject to a Shared Contract Agency Arrangement in accordance with this Section 5.14(2), such Shared Contract shall be deemed to be an Excluded Asset (and the Liabilities thereunder shall be deemed to be Excluded Liabilities). (3) To the extent any Shared Contract to which any Purchased Entity is a party thereto cannot be separated, assigned, amended and/or novated pursuant to Section 5.14(1) prior to or on the beneficiary Closing Date: (i) all rights and obligations of the Vendor Parent and/or its applicable Subsidiaries (other than the Purchased Entities) in respect of such Shared Contract (or any portion thereof) shall remain with the Vendor Parent or such Subsidiaries, as applicable, and all such rights and obligations shall be deemed to be Excluded Assets and Excluded Liabilities, respectively; (ii) all rights and obligations of the applicable Purchased Entities in respect of such Shared Contract (or any portion thereof) shall remain with the applicable Purchased Entities, and all such rights and obligations shall be deemed to be Coal Assets and Coal Liabilities, respectively; and (iii) none of: (A) the Vendor Parent or any of its Subsidiaries (on the one hand); or (B) any of the Purchaser Parties or Purchased Entities (on the other hand), shall have any Liabilities (including any payment obligations) in connection with any such Shared Contract except to any third party who is responsible for the obligations related party to such Shared Contract as provided under the provisions of such Shared Contract; provided that, in the case of the Vendor Parent and its Subsidiaries, each of them must ensure that it does not relating do anything to cause any of the SpinCo Business (the “Nuance Portion”), which rights shall be Purchaser Parties and/or Purchased Entities to incur any liability to a Nuance Asset and which obligations shall be a Nuance Liability. Nothing third party 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 relation to enter into an arrangement to formally divide, partially assign, modify or replicate such Shared Contract prior to and, in 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 case of the SpinCo Group shall receive the interest in the benefits and obligations Purchaser Parties and/or Purchased Entities, each of them must ensure that it does not do anything to cause any of the SpinCo Portion under such Shared Contract and Vendor Parent or any of its Subsidiaries (other than the Purchased Entities) to incur any Liability to a member of the Nuance Group shall receive the interest third party in the benefits and obligations of the Nuance Portion under relation to such Shared Contract, it being understood that no Party shall have Liability . This Section 5.14(3) is without prejudice to the other Party for the failure liability of any third party to perform its obligations under any such Shared ContractContract to a third party under the terms of that arrangement. (4) The Vendor Parties shall, upon the Purchaser's reasonable request, (a) reasonably consult with the Purchaser and its Representatives from time to time regarding the separation, assignment, amendment, novation and/or termination of Shared Contracts pursuant to this Section 5.14; and (b) Nothing use commercially reasonable efforts to facilitate discussions between the Purchaser and its Representatives (and the one hand) and the Vendor Parties' partners, suppliers and service providers (on the other hand) in this Section 2.05 shall require either Party or any member of each of their respective Groups to contribute capital, pay or grant any consideration or concession in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person (other than reasonable out-of-pocket expenses, attorneys’ fees connection with the Purchaser's transition and recording or similar fees, all of which shall be reimbursed by the Party or the member integration of the Party’s Group entitled to such Asset or intended to assume such Liability, as applicable, as promptly as reasonably practicable). For Coal Business and the avoidance of doubt, reasonable out-of-pocket expenses, Coal Assets into the Purchaser group from and recording or similar fees shall not include any purchase price, license fee, or other payment or compensation for the procurement of any asset secured to replace an Asset in the course of a Party’s obligation under Section 2.05(a)after Closing.

Shared Contracts. (a) Except as set forth on Schedule VIII, the Parties shall, Subject to Section 2.10(d) 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 other than 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 (provision of Services under 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 Transitional Services Agreement or Shared Contract not relating Contracts that are sublicensed to the SpinCo Business (Company and other Persons in 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 Company Group members, as applicable, are not able to enter into an arrangement to formally divide, partially assign, modify or replicate such Shared Contract prior pursuant to the Distribution Patent and Know-How License Agreement (Pfizer as contemplated by Licensor) or the previous sentenceTrademark and Copyright License Agreement, then from and after the Parties shallEffective Date, and shall cause their respective Pfizer may, in its sole discretion, make available to the Company 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 rights under Shared Contracts to the extent such benefits and rights have historically been and currently are provided to the Animal Health Business. With respect to any Shared Contracts made available to the Company Group pursuant to this Section 2.10(a), (i) no Person in the Company Group shall take any action, or refrain from taking any action, if (A) such action or inaction is reasonably likely to or does result in a breach on the part of any Person in the SpinCo Portion Pfizer Group under such any Shared Contract and a member of (B) such Person in the Nuance Company Group would otherwise be obligated to take or not take such action under the Shared Contract had such Person become severally liable under the Shared Contract at the Effective Date and (ii) each Person in the Company Group shall receive the interest in the benefits reasonably cooperate with Pfizer and, at Pfizer’s reasonable request, take such actions that are permissible and obligations of the Nuance Portion under such Shared Contract, it being understood reasonably necessary or desirable to ensure that no Party shall have Liability to the other Party for the failure of any third party Pfizer is able to perform its obligations constituting Shared Contract Liabilities under any such Shared Contract. (b) Nothing With respect to Shared Contract Liabilities pursuant to, under or relating to a given Shared Contract, such Shared Contract Liabilities shall be allocated, unless otherwise allocated pursuant to this Agreement or an Ancillary Agreement, between the parties as follows: (i) first, if a Liability is incurred exclusively in this Section 2.05 respect of a benefit received by one party or its Group, the party or Group receiving such benefit shall require either Party be responsible for such Liability and (ii) second, if a Liability cannot be exclusively allocated to one party or its Group under clause (i) above, such Liability shall be allocated among both parties and their respective Groups based on the relative proportions of total benefit received (over the term of the Shared Contract, measured as of the date of allocation) under the relevant Shared Contract. Notwithstanding the foregoing, each party and its Group shall be responsible for any or all Liabilities arising out of or resulting from such party’s or Group’s breach of the relevant Shared Contract. (c) If Pfizer or any member of each of their respective Groups to contribute capitalthe Pfizer Group, pay or grant any consideration or concession in any form (including providing any letter of crediton the one hand, guaranty or other financial accommodation) to any Person (other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be reimbursed by the Party or the Company or any member of the Party’s Company Group, on the other hand, receives any benefit or payment under any Shared Contract which was intended for the other party or its Group, Pfizer, on the one hand, or the Company, on the other hand, will use its respective commercially reasonable efforts, or will cause any member of its Group entitled to use its commercially reasonable efforts, to deliver, transfer or otherwise afford such Asset benefit or intended payment to assume the other party. (d) It shall be the responsibility of the Company to obtain the agreement of the third party that is the counterparty to each Shared Contract to enter into a new Contract effective as of the Effective Date pursuant to which the Company and its Affiliates will receive substantially the same benefits provided by the Shared Contract to the Animal Health Business prior to the Effective Date. Except as expressly provided under the Transitional Services Agreement, none of Pfizer or any other member of the Pfizer Group shall be obligated to make available to the Company Group the benefits and rights under any Shared Contracts. In no event shall Pfizer be liable to the Company for (i) any Liabilities arising out of such Liabilitynew Contracts or (ii) Liabilities arising out of the failure of the Company to obtain any replacement contract. (e) As promptly as practicable following the Effective Date, Pfizer shall calculate the aggregate balance of the cash, cash equivalents and short term investments of the Company Group (the “Company Cash Balance”), as applicableof the close of business on the Effective Date after giving effect to the consummation of the transactions contemplated in this Agreement to occur on or prior to the Effective Date, including the payment to Pfizer of the Contribution Payment. The calculation of Company Cash Balance shall be made by Pfizer in good faith and in its reasonable discretion and shall be final and binding on the Company. If the Company Cash Balance on the Effective Date was less than $300 million, then Pfizer shall, as promptly as reasonably practicable), contribute or otherwise transfer to the Company an amount equal to such deficit. For The Company shall give Pfizer and its representatives access at all reasonable times to the avoidance of doubtCompany’s properties, reasonable out-of-pocket expensesbooks, records, working papers and recording or similar fees shall not include any purchase price, license fee, or other payment or compensation for personnel to the procurement of any asset secured extent requested to replace an Asset in calculate the course of a Party’s obligation under Section 2.05(a)Company Cash Balance.

Shared Contracts. (a) Except as set forth on Schedule VIIISubject to Section 2.03(d) and other than with respect to the provision of Services under the Transition Services Agreement or other Shared Contracts that are addressed by any of the other Ancillary Agreements, from and after the Parties shallEffective Date, and AT&T shall cause the members of their respective Groups to, use their respective its 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 make available to the SpinCo Business (Company Group until 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 Disposition Date the benefits and obligations rights under Shared Contracts to the extent such benefits and rights have historically been and currently are provided to the Vrio Business. With respect to any Shared Contracts made available to the Company Group pursuant to this Section 2.03(a), (i) no Person in the Company Group shall take any action, or refrain from taking any action, if (A) such action or inaction is reasonably likely to or does result in a breach on the part of any Person in the SpinCo Portion AT&T Group under such any Shared Contract and a member of (B) such Person in the Nuance Company Group would otherwise be obligated to take or not take such action under the Shared Contract had such Person become severally liable under the Shared Contract at the Effective Date and (ii) each Person in the Company Group shall receive the interest in the benefits reasonably cooperate with AT&T and, at AT&T’s reasonable request, take such actions that are permissible and obligations of the Nuance Portion under such Shared Contract, it being understood reasonably necessary or desirable to ensure that no Party shall have Liability to the other Party for the failure of any third party AT&T is able to perform its obligations constituting Shared Contract Liabilities under any such Shared Contract. (b) Nothing With respect to Shared Contract Liabilities pursuant to, under or relating to a given Shared Contract, such Shared Contract Liabilities shall be allocated, unless otherwise allocated pursuant to this Agreement or an Ancillary Agreement, between the parties as follows: (i) first, if a Liability is incurred exclusively in this Section 2.05 respect of a benefit received by one party or its Group, the party or Group receiving such benefit shall require either Party be responsible for such Liability and (ii) second, if a Liability cannot be exclusively allocated to one party or its Group under clause (i) above, such Liability shall be allocated among both parties and their respective Groups in the same manner as prior to the Effective Date or, in all other cases, based on the relative proportions of total benefit received (over the term of the Shared Contract, measured as of the date of allocation) under the relevant Shared Contract. Notwithstanding the foregoing, each party and its Group shall be responsible for any or all Liabilities arising out of or resulting from such party’s or Group’s breach of the relevant Shared Contract. (c) If AT&T or any member of each of their respective Groups to contribute capitalthe AT&T Group, pay or grant any consideration or concession in any form (including providing any letter of crediton the one hand, guaranty or other financial accommodation) to any Person (other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be reimbursed by the Party or the Company or any member of the Party’s Group entitled to such Asset Company Group, on the other hand, receives any benefit or payment under any Shared Contract which was intended to assume such Liabilityfor the other party or its Group, as applicableAT&T, as promptly as reasonably practicable). For on the avoidance of doubt, reasonable out-of-pocket expenses, and recording or similar fees shall not include any purchase price, license feeone hand, or the Company, on the other hand, will use its respective reasonable best efforts, or will cause any member of its Group to use its reasonable best efforts, to deliver, transfer or otherwise afford such benefit or payment to the other party. (d) As of the Effective Date, it shall be the responsibility of the Company to use its reasonable best efforts to obtain the agreement of the third party that is the counterparty to each Shared Contract to enter into a new Contract in lieu of such Shared Contract effective no later than the Disposition Date. Except as expressly provided under any Ancillary Agreement, none of AT&T or compensation any other member of the AT&T Group shall be obligated to make available to the Company Group the benefits and rights under any Shared Contracts after the Disposition Date. In no event shall AT&T be liable to the Company for (i) any Liabilities arising out of such new Contracts or (ii) Liabilities arising out of the procurement failure of the Company to obtain any asset secured to replace an Asset in the course of a Party’s obligation under Section 2.05(a)replacement contract.

Shared Contracts. (a) With respect to Shared Contractual Liabilities relating to, arising out of or resulting from a given Shared Contract, such Shared Contractual Liabilities shall be allocated, unless otherwise allocated pursuant to this Agreement or any Ancillary Agreement, between the Parties as follows: (i) first, if a Liability is incurred exclusively in respect of a benefit received by one Party or its Group, the Party or Group receiving such benefit shall be responsible for such Liability; (ii) second, if a Liability cannot be exclusively allocated to one Party or its Group under clause (i) above, such Liability shall be allocated between both Parties and their respective Groups based on the relative proportions of total benefit received (over the remaining term of the Shared Contract, measured starting as of the date of allocation) under the relevant Shared Contract. Notwithstanding the foregoing, each Party and its Group shall be responsible for any or all Liabilities arising out of or resulting from such Party’s or Group’s breach of the relevant Shared Contract. (b) Except as set forth otherwise expressly contemplated in this Agreement or an Ancillary Agreement, if Crane Holdings, Co. (and, after the Effective Time, Crane NXT, Co.) or any member of the Crane NXT Group, on Schedule VIIIthe one hand, or Crane Company or any member of the Parties Crane Company Group, on the other hand, receives any benefit or payment under any Shared Contract which was intended for the other Party or its Group, Crane Holdings, Co. (and, after the Effective Time, Crane NXT, Co.), on the one hand, or Crane Company, on the other hand, as applicable, will use its respective commercially reasonable efforts, or will cause any member of its Group to use its commercially reasonable efforts, to deliver, Transfer or otherwise afford such benefit or payment to the other Party. (c) Each of Crane Holdings, Co. (and, after the Effective Time, Crane NXT, Co.) and Crane Company shall, and shall cause the members of their its respective Groups Group to, use their respective reasonable best efforts to work together (and, if necessary and desirable, to work with i) treat for all Tax purposes 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 each Shared Contract relating inuring to the SpinCo Business (the “SpinCo Portion”)its respective Businesses as an Asset owned by, which rights shall be and/or 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 membersLiability of, as applicable, are not able to enter into an arrangement to formally dividesuch Party, 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. (b) Nothing in this Section 2.05 shall require either Party or any member of each of their respective Groups to contribute capital, pay or grant any consideration or concession in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person (other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be reimbursed by the Party or the member members of the such Party’s Group entitled to such Asset or intended to assume such LiabilityGroup, as applicable, as promptly as reasonably practicable). For not later than the avoidance of doubt, reasonable out-of-pocket expensesEffective Time, and recording (ii) neither report nor take any Tax position (on a Tax Return or similar fees shall not include any purchase price, license fee, otherwise) inconsistent with such treatment (unless required by applicable Law or other payment or compensation for the procurement of any asset secured to replace an Asset in the course a good faith resolution of a Party’s obligation under Section 2.05(aTax Contest).

Shared Contracts. (a) Some contracts, agreements and leases relating to the Stations, may be used in the operation of multiple stations or other business units (each, a “Shared Contract”). Schedule 1.3(a) sets forth all Shared Contracts relating to the Stations and that are material with respect to the applicable market. Except as set forth on provided by Schedule VIII1.2(c), as applicable, at the Closing, 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 Shared Contracts shall be equitably allocated among stations and such other business units in a manner reasonably determined by the parties in accordance with the following equitable allocation principles: (i) any allocation expressly set forth in the Shared Contract shall control; (ii) if none, then any allocation previously made by Cumulus in the ordinary course of Station operations shall control; (iii) if none, then the quantifiable proportionate benefit to be received by the parties after Closing shall control; and (iv) if not quantifiable, then reasonable accommodation shall control. (b) With respect to each such Shared Contract, (i) the parties shall cooperate with each other and each contract counterparty in such allocation, (ii) only the allocated portion of each such Shared Contract is included in the contracts to be assigned and assumed under this Agreement (without need for further action), and (iii) the parties shall use their commercially reasonable efforts to ensure that such allocation shall occur by termination of the Shared Contract and execution of new contracts between each contract counterparty and Cumulus (but only if such contract is on terms at least as favorable than the existing contract), but shall include the allocated portion of such contracts will not include any group discounts or similar benefits specific to a party or its affiliates. Completion of documentation of any such allocation is not a condition to Closing; provided, however, that with respect to each such Shared Contract which is not allocated at Closing pursuant to subsection (iii) of this Section 1.3(b), the parties shall cooperate to the extent feasible in effecting a lawful and commercially reasonable arrangement under which acquiring party shall receive the allocable benefits thereunder from and after Closing, and to the extent of the allocable benefits received, Townsquare shall pay and perform Cumulus’s obligations arising thereunder from and after Closing in accordance with its terms, until new documentation effecting the allocation described in this Section 1.3 is executed and delivered. With respect to each Shared Contract, each party shall be responsible for all costs associated with the portion allocated to such party, and shall indemnify and hold harmless the other party for any losses associated with the performance of such party for the portion allocated to such party. (c) In the event that the terms of any Shared Contract, such that (a) a member of Contract prohibits 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 allocation contemplated by this Section 1.3, the previous sentence, then the Parties shall, and parties shall cause their respective Group members to, cooperate in any use commercially reasonable and permissible arrangement efforts 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 portion of the Shared Contract and that would have been allocated to 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 party hereunder but for the failure of any third party to perform its obligations under any such Shared Contractprohibition. (bd) Nothing Notwithstanding the foregoing, in this Section 2.05 no event shall require either Party a Shared Contract relate to any employees of Cumulus, or the names “Cumulus” and “Citadel” (or any member of each of their respective Groups to contribute capital, pay or grant any consideration or concession in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person (other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be reimbursed by the Party or the member of the Party’s Group entitled to such Asset or intended to assume such Liability, as applicable, as promptly as reasonably practicable). For the avoidance of doubt, reasonable out-of-pocket expenses, and recording or similar fees shall not include any purchase price, license fee, or other payment or compensation for the procurement of any asset secured to replace an Asset in the course of a Party’s obligation under Section 2.05(arights with respect thereto).

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 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. (b) Nothing in this Section 2.05 shall require either Party or any member of each of their respective Groups to contribute capital, pay or grant any consideration or concession in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person (other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be reimbursed by the Party or the member of the PartySeller’s Group entitled to such Asset or intended to assume such Liability, as applicable, soon as promptly as reasonably practicable). For the avoidance of doubt, reasonable out-of-pocket expenses, and recording or similar fees shall not include any purchase price, license fee, or other payment or compensation for the procurement of any asset secured to replace an Asset in the course of a Party’s obligation under Section 2.05(a)possible.

Shared Contracts. (a) Except With respect to Shared Contractual Liabilities pursuant to, under or relating to a given Shared Contract, such Shared Contractual Liabilities shall, 173 unless otherwise allocated pursuant to this Agreement, a Local Purchase Agreement, a Local Asset Transfer Agreement, a Transitional Services Agreements, an Other Agreement to which Buyer or any Buyer Sub (or any DTI Company or Asset Seller, if the final version of such agreement was disclosed to Buyer prior to the date of this Agreement or otherwise approved by Buyer) is a party, or a Related Agreement, be allocated between DuPont and the Retained Subsidiaries, on the one hand, and Buyer and its Subsidiaries, on the other hand, as follows: (i) first, to the extent a Liability is incurred exclusively in respect of (A) a benefit received by the DuPont Business or the DTI Business or (B) a breach or failure to perform caused by the DuPont Business or the DTI Business (treating for this purpose any breaches or failures to perform by DuPont or its Affiliates that are caused by acts or failures to act by the DTI Business as a breach or failure to perform by the DTI Business), in each case such Liability shall be determined to be a Retained Liability or an Assumed Liability, respectively; and (ii) second, to the extent a Liability cannot be so allocated under clause (i) above, such Liability shall be allocated to DuPont and the Retained Subsidiaries, on the one hand, and to Buyer and its Subsidiaries, on the other hand, as the case may be, based on the relative proportions of total benefit received ((i) to the extent the Liabilities relate to a specified period, the relative benefits received by the DuPont Business and the DTI Business over such period and (ii) otherwise over the term of the Shared Contract, measured from January 1, 2003 or such later date as the Shared Contract was entered into up to the date of the allocation) by the DuPont Business, on the one hand, and the DTI Business, on the other hand, under the relevant Shared Contract. Notwithstanding the foregoing, DuPont or Buyer, as the case may be, shall be responsible for any or all Liabilities arising out of or resulting from their (or their respective Subsidiaries') breach of the relevant Shared Contract to which this Section 5.25 otherwise pertains. (b) If DuPont or any Retained Subsidiary, on the one hand, or Buyer or any of its Subsidiaries, on the other hand, receives any benefit or payment that under any Shared Contract was intended for the other party, DuPont or Buyer, as the case may be, will use its reasonable commercial efforts to, and to cause such Subsidiaries to, deliver, transfer or otherwise afford such benefit or payment to the other party. (c) Notwithstanding anything to the contrary herein, the parties agree that the Shared Contracts set forth on Schedule VIII5.25(c)(i) (excluding any Mirrored Shared Contracts, the Parties "EXCLUDED SHARED CONTRACTS") shall not be deemed to be DTI Assets hereunder. Without limiting the foregoing, the parties have determined that it is advisable that certain Shared Contracts, which are set forth on Schedule 5.25(c)(ii) (together with any Excluded Shared Contracts that Buyer designates in writing no later than ten (10) Business Days prior to Closing as a Contract that it wants to be a Mirrored Shared Contract, collectively, the "MIRRORED SHARED CONTRACTS"), be separated into 174 separate Contracts between the appropriate third party and either the DuPont Business or the DTI Business as the case may be, in all material respects on the same terms (except for Mirrored Shared Contracts that are IT Assets which are addressed in Section 5.8); PROVIDED, that, for the avoidance of doubt, upon the separation of any such Mirrored Shared Contract, the newly created Contract that relates to the DTI Business shall be deemed to be a DTI Asset. The parties agree to cooperate and provide reasonable assistance prior to, and for a period of nine (9) months following the Closing in effecting the separation of such Mirrored Shared Contracts. With respect to any Mirrored Shared Contract (other than any such Contract that would otherwise be an IT Asset) that has not been separated on or prior to the Closing, DuPont and Buyer shall, to the extent permitted by such Shared Contract, at or prior to the Closing enter into a transitional services agreement (a "TRANSITIONAL SERVICES AGREEMENT") reasonably satisfactory to each party which shall provide for Buyer to continue to receive the benefits and to continue to perform the obligations under such Shared Contracts, on, subject to the following sentence, the same terms (including appropriate indemnification provisions that would allocate DTI Business related Liabilities to Buyer on the basis consistent with the allocation in Section 5.25(a)), as those applicable to the DTI Business immediately prior to Closing; PROVIDED, that any such arrangement shall terminate upon the earlier of nine (9) months following the Closing and at such time as the underlying Shared Contract terminates or expires. Notwithstanding anything herein to the contrary, Buyer and DuPont shall share equally any additional costs imposed by a third party as a result of the arrangements contemplated by this Section 5.25(c). (i) In the event and to the extent that DuPont or any Retained Subsidiary is unable to obtain any required consent, approval or amendment required to separate a Mirrored Shared Contract or enter into a Transitional Services Agreement with respect to a Mirrored Shared Contract pursuant to Section 5.25(c), DuPont shall, and shall cause the members of their respective Groups Retained Subsidiaries to, use their respective reasonable best commercial efforts to work together (andi) continue to hold, if necessary and desirable, to work with the third party extent required by the terms applicable to such Shared Contract, be bound thereby, (ii) cooperate in an effort any arrangement, reasonable and lawful as to divideDuPont and Buyer, partially assign, modify designed to provide to Buyer or replicate (in whole or in part) its Subsidiaries the respective rights and obligations benefits arising under and in respect of any such Mirrored Shared Contract, including accepting such that reasonable direction as Buyer shall request of DuPont and (aiii) enforce at Buyer's request, or allow Buyer and its Affiliates to enforce in a member commercially reasonable manner, any rights of DuPont and its Affiliates under such Mirrored Shared Contract against the SpinCo Group is issuer thereof or the beneficiary of other party or parties thereto (including the rights and is responsible for the obligations related right to elect to terminate that portion of such Mirrored Shared Contract relating that relates to the SpinCo DTI Business in accordance with and to the extent permitted by the terms thereof upon the request of Buyer); PROVIDED, HOWEVER, that (except for Mirrored Shared Contracts that are IT Assets which are addressed in Section 5.8) the “SpinCo Portion”reasonable costs and expenses (including reasonable professional fees and expenses) incurred by DuPont or its Affiliates at Buyer's request, and incurred by Buyer or its Affiliates, in each case, with respect to any of the actions contemplated under clauses (ii) and (iii) above, shall be borne equally by Buyer and DuPont, except to the extent such costs and expenses would have been Buyer's obligation had such Mirrored Shared Contract been properly separated pursuant to Section 5.25(c), in which rights case such 175 costs and expenses 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 Liabilityborne solely by Buyer. 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 DuPont shall, and shall cause their respective Group members the Retained Subsidiaries to, cooperate without further consideration therefor, and without right of set-off, pay and remit to Buyer promptly all monies, rights and other considerations received in any reasonable and permissible arrangement to provide that, following the Distribution, a member respect 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 Contractperformance. (bii) Nothing in this Section 2.05 shall require either Party To the extent that Buyer or any member of each its Affiliates (including the DTI Companies) or the DTI Business are, had been or are to be provided the benefits from and after the Closing Date of their respective Groups any Mirrored Shared Contract pursuant to contribute capitalsubsection (d)(i) above, pay Buyer or grant any consideration such Affiliate shall pay, perform and discharge fully, promptly when due, for the benefit of the issuer thereof, or concession the other party or parties thereto, the obligations of DuPont or its relevant Affiliate, as the case may be, thereunder or in connection therewith or, if more advantageous to the parties, to take actions to enable DuPont or its Affiliates to pay, perform and discharge fully such obligations, but only to the extent that (i) such action by Buyer would not result in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person default (other than reasonable out-of-pocket expensesa Third Party Default) thereunder or in connection therewith and (ii) such performance pertains to, attorneys’ fees and recording or similar feesis related to, all the providing (past, present or future) of which shall be reimbursed by the Party benefits to Buyer or its Affiliates or the member of DTI Business (including the Party’s Group entitled DTI Companies); PROVIDED, HOWEVER, that if Buyer or its Affiliates shall fail to perform to the extent required herein and such Asset or intended failure continues for ten (10) Business Days following notice thereof to assume such LiabilityBuyer, as applicable, as promptly as reasonably practicable). For the avoidance of doubt, reasonable out-of-pocket expenses, DuPont and recording or similar fees its Affiliates shall not include any purchase price, license fee, or other payment or compensation for the procurement of any asset secured thereafter cease to replace an Asset in the course of a Party’s obligation be obligated under this Section 2.05(a).5.25

Shared Contracts. (a) Except as set forth All contracts under which both Seller or an Affiliate of Seller, on Schedule VIII, the Parties shallone hand, and shall cause the members Company, on the other hand, share rights, benefits, duties or obligations (each, a “Shared Contract”) that are material are, to the knowledge of their respective Groups Seller, listed in Section 8.09 of the Seller Disclosure Schedule. With respect to any obligation or liability of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, whether arising before, on or after the Closing Date pursuant to, use their respective reasonable best efforts under or relating to work together any Shared Contract whether or not listed in Section 8.09 of the Seller Disclosure Schedule (andthe “Shared Contractual Liabilities”), if necessary and desirable, to work with the third party to such Shared ContractContractual Liabilities shall be allocated between Seller and the Company prior to and after the Closing as follows: (i) in an effort to divide, partially assign, modify or replicate (in whole or in part) the respective rights and obligations under and If a liability is incurred exclusively in respect of any a benefit received exclusively by Seller (or its Affiliates), on the one hand, or by the Company (or its Affiliates), on the other hand, the party receiving such benefit shall be responsible for such liability. (ii) If a liability cannot be so allocated under clause (i), such liability shall be allocated to Seller or the Company, as the case may be, based on the relative proportions of total benefit received (over the term of the relevant contract, measured as of the date of the allocation) by such party or such party=s Affiliates under the relevant Shared Contract. Notwithstanding the foregoing, such that (a) a member each of Seller and the SpinCo Group is the beneficiary of the rights and is Company shall be responsible for the obligations related to that portion any or all liabilities arising from its (or its Affiliates’) breach of such any relevant 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 ContractSection 8.09 otherwise pertains. (b) Nothing in this Section 2.05 shall require either Party If Seller or any member of each its Affiliates, on the one hand, or Buyer or any of its Affiliates (including the Company), on the other hand, receives any materials or information, benefit or payment which under any Shared Contract was intended for the other, Seller and Buyer will, and will cause their respective Groups Affiliates to, deliver such materials or information, benefit or payment to contribute capital, pay or grant any consideration or concession in any form (including providing any letter of credit, guaranty or the other financial accommodation) to any Person (other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be reimbursed by the Party or the member of the Party’s Group entitled to such Asset or intended to assume such Liability, as applicable, as promptly as reasonably practicable). For the avoidance of doubt, reasonable out-of-pocket expenses, and recording or similar fees shall not include any purchase price, license fee, or other payment or compensation for the procurement of any asset secured to replace an Asset in the course of a Party’s obligation under Section 2.05(a)party.

Shared Contracts. (a) Except as set forth on Schedule VIIIEach of Seller and Buyer will, in cooperation with the Parties shall, and shall cause the members of their respective Groups toother, use their respective its commercially reasonable best efforts both before and after the Closing to work together (effect the assignment and assumption of the Shared Contract Rights and the Shared Contract Obligations to a Group Company or to Seller, as applicable and as agreed by Seller and Buyer, under the Shared Contracts pursuant to this Agreement and the Transition Services Agreement by, among other things, amending the Shared Contracts to separately assign and assume the Shared Contract Rights and the Shared Contract Obligations to a Group Company or Seller, as applicable and as agreed by Seller and Buyer, and, if necessary or deemed desirable by Seller and desirableBuyer, to work execute new contracts with respect thereto; provided, that if commercially reasonable efforts require the third party payment of any consideration (monetary or otherwise) to, or the concession or provision of any right to, or the amendment or modification in any manner adverse to such Shared Contract) in an effort to divideany Group Company or Seller, partially assign, modify or replicate (in whole or in part) the respective rights and obligations under and in respect of any Shared ContractContract with, any third party, Seller and Buyer shall cooperate in good faith and assign any additional liabilities or benefits as a result of such that (a) assignment and assumption based upon a member proportionate amount 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 Rights and Shared Contract Obligations of each party as agreed in good faith between Buyer and Seller pursuant to the SpinCo Business (the “SpinCo Portion”), which rights applicable Shared Contract. Buyer and Seller shall be a SpinCo Asset and which obligations shall be a SpinCo Liability, and (b) a member of the Nuance cooperate to mitigate any losses to any 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 Company 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 membersSeller, as applicable, as a result of each party’s obligations pursuant to this Section 7.4. If any Shared Contract Rights to be assumed by a Group Company are not able assigned to enter into an arrangement a Group Company prior to formally divideor on the Closing Date, partially assignand unless the parties otherwise agree in writing, modify during the remaining term of the applicable Shared Contract, not to exceed twelve (12) months, the Parties shall use their respective commercially reasonable efforts to allow the applicable Group Company, to the extent permitted by applicable Law and to the extent reasonably within the contractual or replicate other ability or control of Seller or its Affiliates, as the case may be, to receive such Shared Contract prior Rights, subject to such Group Company’s satisfaction of all Shared Contract Obligations thereunder; provided, however, that the Distribution as contemplated by the previous sentence, then the Parties shall, and applicable Group Company shall cause their respective Group members to, cooperate in reimburse Seller or its applicable Affiliate for 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. (b) Nothing in this Section 2.05 shall require either Party or any member of each of their respective Groups to contribute capital, pay or grant any consideration or concession in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person (other than reasonable documented out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of expenses (which shall be reimbursed by the Party or the member of the Party’s Group entitled to such Asset or intended to assume such Liabilitynot include, as applicable, as promptly as reasonably practicable). For for the avoidance of doubt, any costs associated with personnel) incurred in connection with any such arrangement to the extent such services and costs are not otherwise contemplated by the Transition Services Agreement. If any Shared Contract Rights to be assumed by Seller are not assigned to Seller prior to or on the Closing Date, and unless the parties otherwise agree in writing, during the remaining term of the applicable Shared Contract, not to exceed twelve (12) months, the Parties shall use their respective commercially reasonable efforts to allow Seller, to the extent permitted by applicable Law and to the extent reasonably within the contractual or other ability or control of any Group Company or its Affiliates, as the case may be, to receive such Shared Contract Rights, subject to Seller’s satisfaction of all Shared Contract Obligations thereunder; provided, however, that Seller shall reimburse such Group Company or its applicable Affiliate for any reasonable and documented out-of-pocket expenses, and recording or similar fees expenses (which shall not include any purchase priceinclude, license fee, or other payment or compensation for the procurement avoidance of doubt, any costs associated with personnel) incurred in connection with any such arrangement to the extent such services and costs are not otherwise contemplated by the Transition Services Agreement. Notwithstanding the foregoing covenants of each Party contained in this Section 7.4, Buyer and Seller agree that the Shared Contracts set forth on Schedule 7.4 of the Company Disclosure Schedules shall be transferred to a Group Company and shall be an asset secured to replace an Asset in the course and liability of a Party’s obligation under Section 2.05(a)such Group Company.

Shared Contracts. (a) Except as set forth on Schedule VIII, the Parties shall, and shall cause the members of their respective Groups With respect to Shared Contractual Liabilities 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 a given Shared Contract, such that Shared Contractual Liabilities shall be allocated, unless otherwise allocated pursuant to this Agreement or an Ancillary Agreement, between the Parties as follows: (ai) first, if a member Liability is incurred exclusively in respect of a benefit received by one Party or its Group, the Party or Group receiving such benefit shall be responsible for such Liability; (ii) second, if a Liability cannot be exclusively allocated to one Party or its Group under clause (i) above, such Liability shall be allocated among both Parties and their respective Groups based on the relative proportions of total benefit received (over the remaining term of the 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 measured starting as of the date of allocation) under the relevant Shared Contract. Notwithstanding the foregoing, each Party and its Group shall have Liability to be responsible for any or all Liabilities arising out of or resulting from such Party’s or Group’s breach of the other Party for the failure of any third party to perform its obligations under any such relevant Shared Contract. (b) Nothing Except as otherwise expressly contemplated in this Section 2.05 shall require either Party Agreement or an Ancillary Agreement, if Trinity or any member of each of their respective Groups to contribute capitalthe Trinity Group, pay on the one hand, or grant Arcosa or any consideration or concession in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person (other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be reimbursed by the Party or the member of the Party’s Group entitled to such Asset Arcosa Group, on the other hand, receives any benefit or payment under any Shared Contract which was intended to assume such Liabilityfor the other Party or its Group, Trinity, on the one hand, or Arcosa, on the other hand, as applicable, as promptly as reasonably practicable). For the avoidance of doubt, will use its respective commercially reasonable out-of-pocket expenses, and recording or similar fees shall not include any purchase price, license feeefforts, or will cause any member of its Group to use its commercially reasonable efforts, to deliver, Transfer or otherwise afford such benefit or payment to the other payment Party. (c) Notwithstanding anything to the contrary herein, the Parties have determined that it is advisable that certain Shared Contracts, or compensation for portions thereof, will be separated or assigned to a member of the procurement Trinity Group or the Arcosa Group, as applicable. The Parties shall use their commercially reasonable efforts to separate the Shared Contracts which are identified on Schedule 2.8(c)(i) into separate Contracts between the appropriate Third Party and either (i) Arcosa or a member of any asset secured to replace an Asset in the course of a Party’s obligation under Section 2.05(a).Arcosa Group or

Shared Contracts. (a1) With respect to Shared Contractual Liabilities pursuant to, under or relating to a given Shared Contract, such Shared Contractual Liabilities shall be allocated, unless otherwise allocated pursuant to this Agreement or an Ancillary Agreement, between the Parties as follows: (i) first, if a Liability is incurred exclusively in respect of a benefit received by one Party or its Group, the Party or Group receiving such benefit shall be responsible for such Liability; (ii) second, if a Liability cannot be exclusively allocated to one Party or its Group under clause (i) above, such Liability shall be allocated among both Parties and their respective Groups based on the relative proportions of total benefit received (over the remaining term of the Shared Contract, measured starting as of the date of allocation) under the relevant Shared Contract. Notwithstanding the foregoing, each Party and its Group shall be responsible for any or all Liabilities arising out of or resulting from such Party’s or Group’s breach of the relevant Shared Contract. (2) Except as set forth otherwise expressly contemplated in this Agreement or an Ancillary Agreement, if Vinco or any member of the Vinco Group, on Schedule VIIIthe one hand, or Cryptyde or any member of the Cryptyde Group, on the other hand, receives any benefit or payment under any Shared Contract which was intended for the other Party or its Group, Vinco, on the one hand, or Cryptyde, on the other hand, as applicable, will use its respective commercially reasonable efforts, or will cause any member of its Group to use its commercially reasonable efforts, to deliver, Transfer or otherwise afford such benefit or payment to the other Party. (3) Notwithstanding anything to the contrary herein, the Parties have determined that it is advisable that certain Shared Contracts, or portions thereof, will be separated or assigned to a member of the Vinco Group or the Cryptyde Group, as applicable. The Parties shall use their commercially reasonable efforts to separate the Shared Contracts which are identified on Schedule 2.8(3)(i) into separate Contracts between the appropriate Third Party and either (i) Cryptyde or a member of the Cryptyde Group or (ii) Vinco or a member of the Vinco Group. Vinco or a member of the Vinco Group will use commercially reasonable efforts to assign the rights and obligations, but only to the extent relating to the Cryptyde Business, under the Shared Contracts which are identified on Schedule 2.8(3)(ii) to Cryptyde or a member of the Cryptyde Group. The Parties agree to cooperate and provide reasonable assistance prior to the Effective Time and for a period of six (6) months following the Effective Time (with no obligation on the part of either Party to pay any costs or fees with respect to such assistance) in effecting the separation or assignment of such Shared Contracts as described above. (4) Each of Vinco and Cryptyde shall, and shall cause the members of their respective Groups Group to, use (i) treat for all Tax purposes the portion of each Shared Contract inuring to their respective reasonable best efforts to work together (andBusiness as an Asset owned by, 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) and/or 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 membersLiability of, as applicable, are not able to enter into an arrangement to formally dividesuch Party, 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. (b) Nothing in this Section 2.05 shall require either Party or any member of each of their respective Groups to contribute capital, pay or grant any consideration or concession in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person (other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be reimbursed by the Party or the member members of the such Party’s Group entitled to such Asset or intended to assume such LiabilityGroup, as applicable, as promptly as reasonably practicable). For not later than the avoidance of doubt, reasonable out-of-pocket expensesEffective Time, and recording (ii) neither report nor take any Tax position (on a Tax Return or similar fees shall not include any purchase price, license fee, otherwise) inconsistent with such treatment (unless required by applicable Law or other payment or compensation for the procurement of any asset secured to replace an Asset in the course a good faith resolution of a Party’s obligation under Section 2.05(aTax Contest).

Shared Contracts. (a) Except as set forth on Schedule VIII, the Parties shall, Subject to Section 2.10(d) 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 other than 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 (provision of Services under 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 Transitional Services Agreement or Shared Contract not relating Contracts that are sublicensed to the SpinCo Business (Company and other Persons in 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 Company Group members, as applicable, are not able to enter into an arrangement to formally divide, partially assign, modify or replicate such Shared Contract prior pursuant to the Distribution Patent and Know-How License Agreement (Pfizer as contemplated by Licensor) or the previous sentenceTrademark and Copyright License Agreement, then from and after the Parties shallEffective Date, and shall cause their respective Pfizer may, in its sole discretion, make available to the Company 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 rights under Shared Contracts to the extent such benefits and rights have historically been and currently are provided to the Animal Health Business. With respect to any Shared Contracts made available to the Company Group pursuant to this Section 2.10(a), (i) no Person in the Company Group shall take any action, or refrain from taking any action, if (A) such action or inaction is reasonably likely to or does result in a breach on the part of any Person in the SpinCo Portion Pfizer Group under such any Shared Contract and a member of (B) such Person in the Nuance Company Group would otherwise be obligated to take or not take such action under the Shared Contract had such Person become severally liable under the Shared Contract at the Effective Date and (ii) each Person in the Company Group shall receive the interest in the benefits reasonably cooperate with Pfizer and, at Pfizer's reasonable request, take such actions that are permissible and obligations of the Nuance Portion under such Shared Contract, it being understood reasonably necessary or desirable to ensure that no Party shall have Liability to the other Party for the failure of any third party Pfizer is able to perform its obligations constituting Shared Contract Liabilities under any such Shared Contract. (b) Nothing With respect to Shared Contract Liabilities pursuant to, under or relating to a given Shared Contract, such Shared Contract Liabilities shall be allocated, unless otherwise allocated pursuant to this Agreement or an Ancillary Agreement, between the parties as follows: (i) first, if a Liability is incurred exclusively in this Section 2.05 respect of a benefit received by one party or its Group, the party or Group receiving such benefit shall require either Party be responsible for such Liability and (ii) second, if a Liability cannot be exclusively allocated to one party or its Group under clause (i) above, such Liability shall be allocated among both parties and their respective Groups based on the relative proportions of total benefit received (over the term of the Shared Contract, measured as of the date of allocation) under the relevant Shared Contract. Notwithstanding the foregoing, each party and its Group shall be responsible for any or all Liabilities arising out of or resulting from such party's or Group's breach of the relevant Shared Contract. (c) If Pfizer or any member of each of their respective Groups to contribute capitalthe Pfizer Group, pay or grant any consideration or concession in any form (including providing any letter of crediton the one hand, guaranty or other financial accommodation) to any Person (other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be reimbursed by the Party or the Company or any member of the Party’s Company Group, on the other hand, receives any benefit or payment under any Shared Contract which was intended for the other party or its Group, Pfizer, on the one hand, or the Company, on the other hand, will use its respective commercially reasonable efforts, or will cause any member of its Group entitled to use its commercially reasonable efforts, to deliver, transfer or otherwise afford such Asset benefit or intended payment to assume the other party. (d) It shall be the responsibility of the Company to obtain the agreement of the third party that is the counterparty to each Shared Contract to enter into a new Contract effective as of the Effective Date pursuant to which the Company and its Affiliates will receive substantially the same benefits provided by the Shared Contract to the Animal Health Business prior to the Effective Date. Except as expressly provided under the Transitional Services Agreement, none of Pfizer or any other member of the Pfizer Group shall be obligated to make available to the Company Group the benefits and rights under any Shared Contracts. In no event shall Pfizer be liable to the Company for (i) any Liabilities arising out of such Liabilitynew Contracts or (ii) Liabilities arising out of the failure of the Company to obtain any replacement contract. (e) As promptly as practicable following the Effective Date, Pfizer shall calculate the aggregate balance of the cash, cash equivalents and short term investments of the Company Group (the "Company Cash Balance"), as applicableof the close of business on the Effective Date after giving effect to the consummation of the transactions contemplated in this Agreement to occur on or prior to the Effective Date, including the payment to Pfizer of the Contribution Payment. The calculation of Company Cash Balance shall be made by Pfizer in good faith and in its reasonable discretion and shall be final and binding on the Company. If the Company Cash Balance on the Effective Date was less than $300 million, then Pfizer shall, as promptly as reasonably practicable), contribute or otherwise transfer to the Company an amount equal to such deficit. For The Company shall give Pfizer and its representatives access at all reasonable times to the avoidance of doubtCompany's properties, reasonable out-of-pocket expensesbooks, records, working papers and recording or similar fees shall not include any purchase price, license fee, or other payment or compensation for personnel to the procurement of any asset secured extent requested to replace an Asset in calculate the course of a Party’s obligation under Section 2.05(a)Company Cash Balance.

Shared Contracts. (a) Except as set forth on Schedule VIIIWith respect to Liabilities pursuant to, the Parties under or relating to a given Shared Contract, such Liabilities shall, unless otherwise allocated pursuant to this Agreement, be allocated between Sellers, on the one hand, and Purchasers, on the other hand, as follows: (i) If a Liability is incurred exclusively in respect of the Business, such Liability shall cause be allocated to Purchasers (in respect of the members Business); (ii) If a Liability cannot be so allocated under clause (i) above, such Liability shall be allocated to Sellers or Purchasers, as the case may be, based on the relative proportions of total benefit received (over the term of the Shared Contract remaining as of the Closing Date, measured as of the date of the allocation) by the Business under the relevant Shared Contract (such portion allocated to Sellers pursuant to this clause (ii), “Seller Shared Contract Liabilities”). Notwithstanding the foregoing, each of Sellers, on the one hand, and Purchasers, on the other hand, shall be responsible for any or all Liabilities arising from its (or its Subsidiary’s) breach of the relevant Shared Contract to which this Section 5.22 otherwise pertains. (b) If Sellers or any of their respective Groups toSubsidiaries, on the one hand, or Purchasers or any of their Subsidiaries (including the Target Companies and their Subsidiaries), on the other hand, receives any benefit or payment which under any Shared Contract was intended for the other, Sellers and Purchasers will use their respective reasonable best efforts to, and to work together cause their respective Subsidiaries to, deliver such benefit or payment to the other party net of any applicable Taxes. (andc) Notwithstanding anything to the contrary herein, if necessary and desirablethe parties agree that the Shared Contracts listed on Section 5.22(c)(i) of the Disclosure Letter shall not be deemed to be primarily related to the Business or otherwise for the benefit of Purchasers, to work with the Target Companies or their respective Subsidiaries for any purposes hereunder. Without limiting the foregoing, the parties have determined that it is advisable that certain Shared Contracts, which are identified on Section 5.22(c)(ii) of the Disclosure Letter, be separated into separate Contracts between the appropriate third party and the Business. The parties agree to cooperate and provide reasonable assistance prior to the Closing (with no obligation on the part of either party to pay any costs or fees with respect to such Shared Contractassistance) in an effort to divide, partially assign, modify or replicate (in whole or in part) effecting 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 separation of such Shared Contract relating Contracts. (d) Notwithstanding anything to the SpinCo Business (contrary herein, nothing in this Section 5.22 shall be deemed to apply to or otherwise govern any arrangement otherwise expressly covered by the “SpinCo Portion”)Interaffiliate Contracts, which rights including the Master Subcontracting Print Arrangements. In the event and to the extent that there shall be a SpinCo Asset and which obligations shall be a SpinCo Liability, and (b) a member conflict between the provisions 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 and the division, partial assignment, modification provisions of any Ancillary Agreement 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 Interaffiliate Contract, it being understood that no Party the Ancillary Agreement or Interaffiliate Contract shall have Liability to the other Party for the failure of any third party to perform its obligations under any such Shared Contractcontrol. (b) Nothing in this Section 2.05 shall require either Party or any member of each of their respective Groups to contribute capital, pay or grant any consideration or concession in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person (other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be reimbursed by the Party or the member of the Party’s Group entitled to such Asset or intended to assume such Liability, as applicable, as promptly as reasonably practicable). For the avoidance of doubt, reasonable out-of-pocket expenses, and recording or similar fees shall not include any purchase price, license fee, or other payment or compensation for the procurement of any asset secured to replace an Asset in the course of a Party’s obligation under Section 2.05(a).

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 which are governed by Section 5.18(a) and Section 5.18(b), respectively, and Section 5.18(c). (a) From the Signing Date until the Closing, Seller and Purchaser shall, and shall have Liability cause their respective Affiliates to, use their reasonable best efforts to work together (and, if necessary and desirable, to work with the other Party for the failure of any third party to perform its any Seller Shared Customer Contract) to divide, partially assign, modify or replicate (in whole or in part) the respective rights and obligations under and in respect of any Seller Shared Customer Contract, such that, following the Closing, (i) Purchaser, an Affiliate of Purchaser or a Group Company is the beneficiary of the rights and is solely responsible for the obligations under such Seller Shared Customer Contract to the extent such obligations are related to the Purchaser Portion of such Seller Shared Customer Contract, which rights shall be an asset of and which obligations shall be a liability of Purchaser, an Affiliate of Purchaser or a Group Company, and (ii) Seller or an Affiliate of Seller (other than a Group Company) is the beneficiary of the rights and is solely responsible for the obligations related to the Seller Portion of such Seller Shared Customer Contract, which rights shall be an asset of and which obligations shall be a liability of Seller or an Affiliate of Seller (other than a Group Company). Nothing in this Agreement shall require the division, partial assignment, modification or replication of a Seller Shared Customer Contract unless and until any necessary Consents are obtained or made, as applicable. If Seller and Purchaser or their respective Affiliates, as applicable, are not able to enter into an arrangement to divide, partially assign, modify or replicate the rights and obligations under and in respect of any such Seller Shared Customer Contract prior to the Closing, the Closing shall, subject to the satisfaction (or, to the extent permitted by applicable Law, the waiver by the parties entitled to the benefit thereof) of the conditions set forth in Article VI (other than those conditions which by their terms are to be satisfied at the Closing but subject to the satisfaction at the Closing or waiver of such conditions), nonetheless take place on the terms set forth herein and, unless Purchaser and Seller otherwise agree, thereafter and until the earlier of (x) the date that is twelve (12) months following the Closing and (y) the date on which the subcontracting of the Purchaser Portion of such Seller Shared Customer Contract (the “Embedded Purchaser Portion”) to Purchaser, an Affiliate of Purchaser or a Group Company is effected, Seller and Purchaser shall, and shall cause their respective Affiliates to, (1) use their reasonable best efforts to obtain the Consent of, or make the Consent to, the third party to such Seller Shared Customer Contract to the subcontracting of the Embedded Purchaser Portion to Purchaser, an Affiliate of Purchaser or a Group Company and (2) cooperate in any commercially reasonable arrangement to provide that Purchaser, an Affiliate of Purchaser or a Group Company shall receive the interest in the benefits and obligations of the Embedded Purchaser Portion under and in respect of such Seller Shared Customer Contract. Notwithstanding the foregoing, if all required Consents to the subcontracting of the Embedded Purchaser Portion of any Seller Shared Customer Contract to Purchaser, an Affiliate of Purchaser or, after the Closing, a Group Company are obtained or made on or prior to the Closing Date, then Seller and Purchaser shall, and shall cause their respective applicable Affiliates to, enter into subcontracting arrangements on commercially reasonable terms mutually acceptable to Seller and Purchaser pursuant to which the Embedded Purchaser Portion of such Seller Shared Customer Contract shall be provided by Purchaser, an Affiliate of Purchaser or, after the Closing, a Group Company. Nothing in this Agreement shall require entering into a subcontracting arrangement with respect to the Embedded Purchaser Portion of a Seller Shared Customer Contract unless and until any necessary Consents are obtained or made, as applicable. From and after Closing, Purchaser shall indemnify and hold harmless Seller and its Affiliates from any Losses and liabilities incurred by Seller or its Affiliates arising from or relating to the Embedded Purchaser Portion of any Seller Shared Customer Contract and Seller shall indemnify and hold harmless Purchaser, the Group Companies and their respective Affiliates from any Losses and liabilities incurred by Purchaser, the Group Companies or any of their respective Affiliates arising out of or relating to such Seller Shared Customer Contracts other than the Embedded Purchaser Portions thereof. (b) From the Signing Date until the Closing, Seller and Purchaser shall, and shall cause their respective Affiliates to, use their reasonable best efforts to work together (and, if necessary and desirable, to work with the third party to any Purchaser Shared Customer Contract) to divide, partially assign, modify or replicate (in whole or in part) the respective rights and obligations under and in respect of any Purchaser Shared Customer Contract, such that, following the Closing, (i) Seller or an Affiliate of Seller (other than a Group Company) is the beneficiary of the rights and is solely responsible for the obligations under such Purchaser Shared Customer Contract to the extent such obligations are related to the Seller Portion of such Purchaser Shared Customer Contract, which rights shall be an asset of and which obligations shall be a liability of Seller or an Affiliate of Seller (other than a Group Company), and (ii) Purchaser, an Affiliate of Purchaser or a Group Company is the beneficiary of the rights and is solely responsible for the obligations related to the Purchaser Portion of such Purchaser Shared Customer Contract, which rights shall be an asset of and which obligations shall be a liability of Purchaser, an Affiliate of Purchaser or a Group Company. Nothing in this Agreement shall require the division, partial assignment, modification or replication of a Purchaser Shared Customer Contract unless and until any necessary Consents are obtained or made, as applicable. If Seller and Purchaser or their respective Affiliates, as applicable, are not able to enter into an arrangement to divide, partially assign, modify or replicate the rights and obligations under and in respect of any such Purchaser Shared Customer Contract prior to the Closing, the Closing shall, subject to the satisfaction (or, to the extent permitted by applicable Law, the waiver by the parties entitled to the benefit thereof) of the conditions set forth in Article VI (other than those conditions which by their terms are to be satisfied at the Closing but subject to the satisfaction at the Closing or waiver of such conditions), nonetheless take place on the terms set forth herein and, unless Purchaser and Seller otherwise agree, thereafter and until the earlier of (x) the date that is twelve (12) months following the Closing and (y) the date on which the subcontracting of the Purchaser Portion of such Purchaser Shared Customer Contract (the “Embedded Seller Portion”) to Seller or an Affiliate of Seller (other than a Group Company) is effected, Seller and Purchaser shall, and shall cause their respective Affiliates to, (1) use their reasonable best efforts to obtain the Consent of, or make the Consent to, the third party to such Purchaser Shared Customer Contract to the subcontracting of the Embedded Seller Portion to Seller or an Affiliate of Seller (other than a Group Company) and (2) cooperate in any commercially reasonable arrangement to provide that Seller or an Affiliate of Seller (other than a Group Company) shall receive the interest in the benefits and obligations of the Embedded Seller Portion under and in respect of such Purchaser Shared Customer Contract. Notwithstanding the foregoing, if all required Consents to the subcontracting of the Embedded Seller Portion of any Purchaser Shared Customer Contract to Seller or an Affiliate of Seller (other than a Group Company) are obtained or made on or prior to the Closing Date, then Seller and Purchaser shall, and shall cause their respective applicable Affiliates to, enter into subcontracting arrangements on commercially reasonable terms mutually acceptable to Seller and Purchaser pursuant to which the Embedded Seller Portion of such Purchaser Shared Customer Contract shall be provided by Seller or an Affiliate of Seller (other than a Group Company). Nothing in this Agreement shall require entering into a subcontracting arrangement with respect to the Embedded Seller Portion of a Purchaser Shared Customer Contract unless and until any necessary Consents are obtained or made, as applicable. From and after the Closing, Seller shall indemnify and hold harmless Purchaser, the Group Companies and their respective Affiliates for any Losses and liabilities incurred by Purchaser, the Group Companies or any of their respective Affiliates arising out of or relating to the Embedded Seller Portion of any Purchaser Shared Customer Contract and Purchaser shall indemnify and hold harmless Seller and its Affiliates from any Losses and liabilities incurred by Seller or its Affiliates arising out of or relating to such Purchaser Shared Customer Contracts other than the Embedded Seller Portions thereof. (c) Nothing in this Section 2.05 5.18 shall require either Party Seller or Purchaser nor any member of each of their respective Groups Affiliates to contribute capital, pay or grant any consideration or concession in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person (other than reasonable and documented out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be reimbursed by the Party or the member of the Party’s Group entitled to such Asset or intended to assume such Liability, as applicable, as promptly as reasonably practicablepracticable by the party on whose behalf such expenses and fees are incurred). For the avoidance of doubt, reasonable and documented out-of-pocket expenses, attorneys’ fees and recording or similar fees shall not include any purchase price, license fee, fee or other payment or compensation consideration for the procurement of any asset secured to replace an Asset asset in the course of a PartySeller’s obligation or Purchaser’s obligations under Section 2.05(a5.18(a) or Section 5.18(b).

Shared Contracts. (a) Except as set Section 6.19(a) of the Seller Disclosure Letter sets forth each: (i) Contract between a third party, on Schedule VIIIthe one hand, and Seller or any of its Affiliates (each, a “Seller Signatory”), on the other hand, to which the Company is not a party, but under which the Company derives benefits (each, a “Company Beneficiary”) (the “Class A Contracts”); (ii) Contract between a third party, on the one hand, and the Company (each, a “Company Signatory”), on the other hand, to which the Seller or any of its Affiliates (excluding the Company) is not a party, but under which the Seller or any of its Affiliates (excluding the Company) derives benefits (each, a “Seller Beneficiary”) (the “Class B Contracts”); and (iii) Any Contract among (x) a third party, (y) the Seller or any of its Affiliates (excluding the Company) and (z) the Company (including any contracts pursuant to which the assets or equity of the Company secure any Indebtedness or other obligations of the Seller or any of its Affiliates) (the “Class C Contracts”) (collectively with the Class A Contracts, the Class B Contracts and the Class C Contracts, the “Shared Contracts”). For each such Shared Contract, Section 6.19(a) of the Seller Disclosure Letter also sets forth the action that shall be taken prior to the Closing so as to reflect the treatment of such contract at or following the Closing (the “Agreed Upon Action”). The Parties shall, and shall cause the members of their respective Groups to, use their respective reasonable best efforts to work together (andcause to occur, if necessary and desirableon or prior to the Closing, the Agreed Upon Action with respect to work with each Shared Contract; provided that none of the Seller or any of its Affiliates nor the Buyer or any of its Affiliates shall be required to compensate any third party, commence or participate in litigation or offer or grant any financial accommodation to any third party to obtain any consent or approval. (b) If, notwithstanding the efforts of the Parties pursuant to Section 6.19(a), the Parties are not capable of effecting the Agreed Upon Action with respect to any Shared Contracts, then the Closing shall (subject to the satisfaction or waiver of the conditions set forth in ARTICLE VII), proceed without the Agreed Upon Action with respect to such Shared Contract. In the event that the Closing so proceeds without such Agreed Upon Action, then following the Closing, the Parties shall use their reasonable best efforts, and cooperate with each other, to obtain promptly such authorizations, approvals, consents or waivers as may be necessary to effect such action; provided, however, that neither Seller nor Buyer (nor any of their respective Affiliates) shall be required to pay any consideration for any such authorization, approval, consent or waiver. Pending such action, the Parties shall cooperate with each other in any mutually agreeable, reasonable and lawful arrangements designed to provide to the applicable party with the benefits of such Shared Contract. To the extent that the parties are unable to effect the Agreed Upon Action with respect to any Shared Contracts following the Closing pursuant to this Section 6.19(b), then the Parties shall cooperate reasonably (and cause their Affiliates to reasonably cooperate) in an effort to dividefind and enter into mutually agreeable alternative arrangements. (c) Following the Closing, partially assign, modify to the extent that any: (1) Class A Contract 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 Class C Contract is the beneficiary subject of a claim against a Seller Signatory due to an act or omission by a Company Beneficiary following the rights Closing, the Company shall promptly reimburse and is responsible indemnify, defend and hold harmless the Seller Signatory for the obligations related any Damages relating to that portion or arising out of such act or omission; (2) Class B Contract or Class C Contract is the subject of a claim against a Company Signatory due to an act or omission by a Seller Beneficiary, the Seller shall promptly reimburse and indemnify, defend and hold harmless the Company Signatory for any Damages relating to or arising out of such act or omission; or (3) Shared Contract relating is omitted from Section 6.19(a)of the Seller Disclosure Letter, the Parties agree to negotiate in good faith as to the SpinCo Business (the “SpinCo Portion”)termination, which rights shall amendment, separation or other action to be a SpinCo Asset and which obligations shall be a SpinCo Liabilitytaken, and (b) a member of the Nuance Group is the beneficiary of the rights and is responsible for the obligations related if any, with respect to such Shared Contract not relating as the Parties may determine following the Closing, consistent with the terms of the Transition Shared Services Agreement (if applicable) relevant to such Contract; provided, however, that with regard to the SpinCo Business foregoing clause (3) of this Section 6.19(c) neither the “Nuance Portion”), which rights Seller or any of its Affiliates nor Buyer or any of its Affiliates 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 required 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 compensate any third party to perform its obligations under any such Shared Contract. (b) Nothing party, commence or participate in this Section 2.05 shall require either Party litigation or any member of each of their respective Groups to contribute capital, pay offer or grant any consideration or concession in any form (including providing any letter of credit, guaranty or other financial accommodation) accommodation to any Person (other than reasonable out-of-pocket expensesthird party, attorneys’ fees and recording to obtain any consent or similar fees, all of which approval. Any indemnification obligations under this Section 6.19(c) shall be reimbursed by made pursuant to and subject to the Party or the member limitations of the Party’s Group entitled to such Asset or intended to assume such Liability, as applicable, as promptly as reasonably practicable). For the avoidance of doubt, reasonable out-of-pocket expenses, and recording or similar fees shall not include any purchase price, license fee, or other payment or compensation for the procurement of any asset secured to replace an Asset in the course of a Party’s obligation under Section 2.05(a)ARTICLE IX.

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 Contract. (b) Liability arising after the Distribution Time, which shall constitute VS Liabilities for purposes of this Agreement. Nothing in this Section ‎Section 2.05 shall require either Party or any member of each of their respective Groups the L Brands Group or the VS Group to contribute capital, pay incur any non-de minimis obligation or grant any consideration or non-de minimis concession in order to effect any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person (other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be reimbursed transaction contemplated by the Party or the member of the Party’s Group entitled to such Asset or intended to assume such Liability, as applicable, as promptly as reasonably practicable). For the avoidance of doubt, reasonable out-of-pocket expenses, and recording or similar fees shall not include any purchase price, license fee, or other payment or compensation for the procurement of any asset secured to replace an Asset in the course of a Party’s obligation under Section 2.05(a)this ‎Section 2.05.

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, it being understood that no Party . This Section 5.21(a) shall have Liability to the other Party for the failure of any third party to perform its obligations under any such Shared Contract. (b) Nothing in this Section 2.05 shall require either Party or any member of each of their respective Groups to contribute capital, pay or grant any consideration or concession in any form (including providing any letter of credit, guaranty or other financial accommodation) not apply to any Person (other than reasonable out-of-pocket expensesSeller Shared Customer Contract or Purchaser Shared Customer Contract, attorneys’ fees which are governed by Sections 5.21(b) and recording or similar fees5.21(c), all of which shall be reimbursed by the Party or the member of the Party’s Group entitled to such Asset or intended to assume such Liability, as applicable, as promptly as reasonably practicable). For the avoidance of doubt, reasonable out-of-pocket expensesrespectively, and recording or similar fees shall not include any purchase price, license fee, or other payment or compensation for the procurement of any asset secured to replace an Asset in the course of a Party’s obligation under Section 2.05(a5.21(d).

Shared Contracts. (ai) Except as set forth on Schedule VIIIAt or prior to the Closing Date (unless waived or modified by the FTC with respect to any Shared Contract), each of the Parties Seller and the Purchaser shall, and shall cause the members of their respective Groups Affiliates to, use their respective reasonable best efforts cooperate to work together cause the Shared Contracts to be replaced with separate Contracts, as applicable (andthe “Replacement Contracts”), if necessary and desirable, to work with that provide that the third party to such Shared Contract) in an effort to divide, partially assign, modify Purchaser or replicate (in whole or in part) the respective its Affiliates receive contract rights and obligations under such Replacement Contracts that are substantially equivalent in the aggregate to those contract rights and obligations utilized by the Seller or its Affiliates under the Shared Contracts in respect the conduct of the Transferred Business prior to the Closing; provided that the Purchaser shall execute an assignment for any portion of a Shared Contract or establish, in the Purchaser’s name, a Replacement Contract between the Purchaser and the applicable counterparty for any such Shared Contract if the terms being offered by such counterparty are substantially equivalent in the aggregate to the current terms of such Shared Contract. (ii) The Purchaser and the Seller shall cooperate and provide each other with reasonable assistance in effecting such separation of the Shared Contracts. If the Purchaser and the Seller are not able to effect the separation of a Shared Contract in accordance with Section 1.03(b)(i) prior to the Closing and the FTC waives or modifies the requirement to do so, then, until any such Shared Contract is separated, to the extent permissible under applicable Law and under the terms of such Shared Contract, such that (a) a member each of the SpinCo Group is Purchaser and the beneficiary of Seller shall (A) assume and perform the rights liabilities and is responsible for the obligations related to that portion of under such Shared Contract relating to its respective business or that of its Affiliates (and shall promptly reimburse the SpinCo Business (other party for any reasonable out-of-pocket expenses incurred by the “SpinCo Portion”), which rights shall be a SpinCo Asset other party or its Affiliates for liabilities 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 under such Shared Contract not relating to the SpinCo Business (the “Nuance Portion”business of such other party or its Affiliates), which rights allocated in accordance with this Section 1.03(b); (B) hold in trust for the benefit of the other party, and shall be a Nuance Asset and which obligations shall be a Nuance Liability. Nothing in this Agreement shall require promptly forward to the divisionother party, partial assignment, modification any monies 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 other benefits received pursuant to enter into an arrangement to formally divide, partially assign, modify or replicate such Shared Contract relating to the respective businesses of the other party (or its Affiliates); and (C) use commercially reasonable efforts to institute alternative arrangements intended to put the parties in substantially the same economic position as if such Shared Contract were separated. (iii) All liabilities and obligations relating to a given Shared Contract shall, unless otherwise allocated pursuant to this Agreement or a Replacement Contract, be deemed to be (A) Assumed Liabilities to the extent such liabilities and obligations relate to the Transferred Business and relate to and are required to be performed during periods from and after the Closing and (B) Retained Liabilities to the extent they do not relate to the Transferred Business or they relate to the ownership or operation of the Transferred Business prior to the Distribution as contemplated by Closing. Notwithstanding the previous sentenceforegoing, then the Parties shall, each party shall be solely responsible for any 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 all liabilities 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 extent arising out of any third party or relating to perform such party’s (or its obligations under Affiliates’) breach of any such Shared Contract. (b) Nothing in this Section 2.05 ; provided that the Purchaser’s failure to comply with or satisfy any Assumed Liabilities shall require either Party not be deemed a breach of any Shared Contract by the Seller or any member of each of their respective Groups to contribute capital, pay or grant any consideration or concession in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person (other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be reimbursed by the Party or the member of the Party’s Group entitled to such Asset or intended to assume such Liability, as applicable, as promptly as reasonably practicable). For the avoidance of doubt, reasonable out-of-pocket expenses, and recording or similar fees shall not include any purchase price, license fee, or other payment or compensation for the procurement of any asset secured to replace an Asset in the course of a Party’s obligation under Section 2.05(a)its Affiliates.

Shared Contracts. (a) Except as set forth on Schedule VIIIWith respect to Shared Contractual Liabilities pursuant to, the Parties under or relating to a given Shared Contract, such Shared Contractual Liabilities shall, unless otherwise allocated pursuant to this Agreement or an Ancillary Agreement, be allocated between Parent and the Retained Subsidiaries, on the one hand, and Buyer, Designated Buyers and their Subsidiaries, on the other hand, as follows: (i) first, to the extent a Shared Contractual Liability is incurred exclusively in respect of a benefit received by the Analytical Technologies Business, such Liability shall cause be determined to be an Assumed Liability; (ii) second, to the members extent a Shared Contractual Liability is incurred exclusively in respect of a benefit received by the Excluded Businesses, such Liability shall be determined to be a Retained Liability; and (iii) third, to the extent a Shared Contractual Liability or portion thereof cannot be so allocated under clause (i) or (ii) above, such Liability shall be allocated to Parent and the Retained Subsidiaries, on the one hand, and to Designated Buyers and their Subsidiaries, on the other hand, as the case may be, based on the relative proportions of total benefit received (over the term of the Shared Contract, measured from the Closing Date up to the date of the allocation) by Parent and the Retained Subsidiaries, on the one hand, or Designated Buyers and their Subsidiaries, on the other hand, under the relevant Shared Contract. Notwithstanding the foregoing, Sellers, on the one hand, and Buyer, on the other hand, each shall be responsible for any or all Liabilities arising out of or resulting from their (or their respective Subsidiaries') breach of the relevant Shared Contract to which this Section 7.19 otherwise pertains, it being understood that Sellers shall be responsible for all such breaches prior to Closing. (b) If Sellers or any Retained Subsidiary, on the one hand, or any Designated Buyers or any of their respective Groups toSubsidiaries, on the other hand, receives any benefit or payment under any Shared Contract which was intended for the other party, Sellers and Buyer will use their respective reasonable best commercial efforts to, and to work together cause their respective Subsidiaries to, deliver, transfer or otherwise afford such benefit or payment to the other party. (andc) A complete and accurate list of Shared Contracts that directly benefit the Analytical Technology Business prior to Closing, if necessary and desirable, but which will not continue to work with directly benefit the third party to such Shared ContractAnalytical Technology Business at or after Closing is set forth on Section 7.19(c)(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 Sellers' Disclosure Schedule. A complete list of Shared Contracts that directly benefit the Analytical Technology Business and which will continue to directly benefit the Analytical Technology Business at or after Closing (which excludes Shared Contracts provided under the Transition Services Agreement) is the beneficiary set forth on Section 7.19(c)(ii) of the rights Sellers' Disclosure Schedule. Notwithstanding anything to the contrary herein, the parties agree that the Shared Contracts, a complete list of which is set forth on Section 7.19(c)(i) and is responsible Section 7.19(c)(ii) of the Sellers' Disclosure Schedule, shall not be deemed to be Analytical Technologies Assets hereunder. From and after the Closing and until the expiration (including the expiration of the maximum time permitted under the applicable Contract for splitting) or splitting of the obligations related to that portion of such relevant Shared Contract relating to and/or the SpinCo Business (Designated Buyer obtaining the “SpinCo Portion”)relevant benefit, which rights shall be a SpinCo Asset and which obligations shall be a SpinCo Liabilityservice or right from another source, 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 Sellers shall, and shall cause their respective Group members Affiliates to, make available to the relevant Designated Buyer for use in the conduct of the Analytical Technologies Business such benefits, services and rights (subject to the recipient being responsible for the corresponding Shared Contractual Liability) under each Shared Contract set forth on Section 7.19(c)(ii) of the Sellers' Disclosure Schedule as were provided to the Analytical Technologies Business in the manner in which it was conducted on the date hereof and as of Closing. Without limiting the foregoing, the parties have determined that it is advisable that certain Shared Contracts, which are identified on Section 7.19(c)(iii) of the Sellers' Disclosure Schedule, be separated into separate Contracts between the appropriate third party and either the Excluded Businesses or the Analytical Technologies Business, and that to the extent provided on Section 7.19(c)(iii) of the Sellers' Disclosure Schedule, the Sellers and Buyer shall share the Shared Contractual Liabilities as set forth on such schedule. The parties agree to cooperate in good faith and provide reasonable assistance to each other prior to Closing (with no obligation on the part of either party to pay any reasonable and permissible arrangement costs or fees or commence any litigation or other proceeding with respect to provide that, following such assistance) in seeking to effect the Distribution, a member separation 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. (bd) Nothing As used in this Section 2.05 shall require either Party or any member of each of their respective Groups to contribute capital7.19, pay or grant any consideration or concession in any form (including providing any letter of creditBuyer's Subsidiaries shall, guaranty or other financial accommodation) to any Person (other than reasonable out-of-pocket expensesafter the Closing, attorneys’ fees and recording or similar fees, all of which shall be reimbursed by include the Party or the member of the Party’s Group entitled to such Asset or intended to assume such Liability, as applicable, as promptly as reasonably practicable). For the avoidance of doubt, reasonable out-of-pocket expenses, and recording or similar fees shall not include any purchase price, license fee, or other payment or compensation for the procurement of any asset secured to replace an Asset in the course of a Party’s obligation under Section 2.05(a)Analytical Technologies Companies.

Shared Contracts. (a) Prior to Closing, Truist and the Buyer Entities shall cooperate in good faith to determine a mutually acceptable plan for separating the Shared Contracts, including to identify any Shared Contracts that shall be separated prior to Closing to the Company Entities and Truist and its Affiliates (other than the Company Entities). (b) Except as set forth on Schedule VIIIin this Section 5.27(b) or otherwise agreed in writing between Truist and the Buyer Entities, the Parties shall, and Truist 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 cooperate with the third party Buyer entities 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 ensure that (ai) each Shared Contract shall be assigned, transferred and conveyed to a member of Company Entity, in each case, only with respect to (and preserving the SpinCo Group is the beneficiary of the rights and is responsible for the obligations related to that portion meaning of) those parts of such Shared Contract relating that relate to any Company Entity, if so assignable, transferable or conveyable (including by “splitting” statements of work), (ii) a Company Entity enters into a replacement contract, purchase order or other agreement with the applicable counterparty (including by “cloning” any master services agreement), or (iii) a reasonable and lawful arrangement designed to provide the Company Entities with the rights and benefit of those parts of the Shared Contract that relate to such Company Entities, including all related assets, licenses, services, and financial commitments to the SpinCo Business extent primarily related to the Company Entities, and shall assume the burden of any liabilities to the extent related to the Company Entities; provided that (the “SpinCo Portion”A) in no event shall any Person be required to assign (or amend), which either in its entirety or in part, any Shared Contract if an attempted assignment or amendment, without the consent of, or other action by, any third party, would constitute a breach thereunder or in any way materially and adversely affect the rights shall be a SpinCo Asset and which obligations shall be a SpinCo Liabilityof any Company Entity or Truist or any of their respective Affiliates thereunder, and (bB) if any Shared Contract cannot be so partially assigned by its terms or otherwise, or cannot be separated or amended, without such consent or action, Truist shall (1) enforce in a member commercially reasonable manner, any rights of the Nuance Group is Company Entities under the beneficiary of Shared Contracts against any other Persons, (2) not waive any rights under such Shared Contracts (to the rights and is responsible for the obligations extent related to the Company Entities), (3) subject to the terms and conditions of such underlying contract, not terminate (or consent to be terminated by the counterparty) such Shared Contract except in connection with (x) the expiration of such Shared Contract in accordance with its terms or (y) a partial termination of such Shared Contract that would not relating impact any rights under such Shared Contract related to the SpinCo Business Company Entities or cause any of the Company Entities to incur any liabilities, (4) not amend, modify or supplement such Shared Contract in a manner material and adverse to the “Nuance Portion”Company Entities, taken as a whole, and (5) provide written notice (email being sufficient) to the applicable other Party as soon as reasonably practicable after receipt of any notice of breach received from a counterparty to any Shared Contract that would reasonably be expected to impact the Company Entities. Notwithstanding the foregoing, the Buyer Entities may elect for any Shared Contract not to be so assigned, transferred or conveyed to, or replicated with respect to, the Company Entities (or otherwise be the subject to this Section 5.27(b)) and to the extent Truist and its Affiliates (other than the Company Entities) have, which rights shall be a Nuance Asset and which obligations shall be a Nuance Liability. Nothing in contemplation of this Agreement shall require and prior to the divisiondate hereof, partial assignmentassigned, modification transferred and conveyed to a Company Entity a Shared Contract or replication that part of a Shared Contract unless that relates to a Company Entity 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 or portion thereof is not terminable at will, the Buyer Entities shall have the right to, prior to the Distribution as contemplated by the previous sentenceClosing, then the Parties shallrequire that Truist and its Affiliates assign, transfer 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 convey such Shared Contract or portion thereof to Truist and a member of its Affiliates (other than 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 ContractCompany Entities). (bc) Nothing in Any costs, fees and expenses incurred by the parties hereto pursuant to this Section 2.05 5.27 with respect to the Shared Contracts (i) set forth on Section 5.27(a) of the Company Disclosure Schedule or (ii) assigned, transferred and conveyed to the Company Entities following Closing shall, in each case, be borne solely by Truist. Any costs, fees and expenses incurred by the parties hereto pursuant to this Section 5.27 with respect to the Shared Contract other than those set forth on Section 5.27(a) of the Company Disclosure Schedule and that are assigned, transferred and conveyed to a Company Entity prior to Closing shall require either Party or be borne 50% by the Buyer Entities and 50% by Truist. (d) Without limiting the foregoing obligations, it is understood and agreed that the separation of the Shared Contracts shall not be a condition to any member party’s obligation to consummate the Closing, and the failure (in and of each itself) to separate any Shared Contracts prior to Closing shall not be a breach of their respective Groups to contribute capital, pay or grant any consideration or concession in any form term of this Agreement (including providing any letter of credit, guaranty or other financial accommodation) to any Person (other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be reimbursed by the Party or the member for purposes of the Party’s Group entitled conditions to such Asset or intended to assume such Liability, as applicable, as promptly as reasonably practicable). For the avoidance of doubt, reasonable out-of-pocket expenses, and recording or similar fees shall not include any purchase price, license fee, or other payment or compensation for the procurement of any asset secured to replace an Asset in the course of a Party’s obligation under Section 2.05(aClosing).

Shared Contracts. (a) Except as set forth on Schedule VIIIWith respect to any Shared Contract, Buyer and Flame shall use commercially reasonable efforts following the Parties shall, Closing to negotiate between themselves 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 applicable third party that is a party to such Shared Contract) in an effort to divide, partially assign, modify or replicate Contract (in whole or in partthe “Applicable Third Party”) the respective rights terms of a written agreement or a series of written agreements (collectively, the “Applicable Replacement Contract”) that will supersede and obligations under and in respect of any replace such Shared Contract, such which Applicable Replacement Contract shall provide that (ai) a member of the SpinCo Group is the beneficiary all of the rights and is responsible for the obligations related to of Flame and its Affiliates (including Parent) that portion of otherwise would have accrued under such Shared Contract relating from and after the Closing, but only to the SpinCo Business extent that such rights and obligations relate or pertain to any Product, any Transferred Asset or the research, development, manufacture, sale or other commercialization of any Product or any Transferred Asset, shall solely be applicable to, and shall solely benefit and burden, as applicable, the Buyer, and shall not be applicable to, and shall not benefit or burden, Flame or any of its Affiliates (the “SpinCo Portion”including Parent), which rights (ii) Buyer shall assume and be responsible for any obligations or liabilities of Flame and its Affiliates (including Parent) under such Shared Contract that are accrued as of the Closing Date or arose, accrued or otherwise relate to any period prior to the Closing Date, but only to the extent that such obligations or liabilities relate or pertain to any Product, any Transferred Asset or the research, development, manufacture, sale or other commercialization of any Product or any Transferred Asset, and Flame and its Affiliates (including Parent) shall be a SpinCo Asset released from any and which all of such assumed obligations shall be a SpinCo Liabilityor liabilities, and (biii) a member of the Nuance Group is the beneficiary all of the rights and is responsible for the obligations related to of Flame and its Affiliates (including Parent) that otherwise would have accrued under such Shared Contract not relating from and after the Closing, but only to the SpinCo Business (extent that such rights and obligations do not relate or pertain to any Product, any Transferred Asset or the “Nuance Portion”)research, which rights development, manufacture, sale or other commercialization of any Product or any Transferred Asset, shall solely be a Nuance Asset applicable to, 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 solely benefit and until any necessary Consents are obtained or made, as applicable. If the Parties, or their respective Group membersburden, 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 shallFlame, and shall cause their respective Group members not be applicable to, cooperate in and shall not benefit or burden, Buyer or any reasonable of its Affiliates, and permissible arrangement to provide that, following the Distribution, a member (iv) Flame shall retain and be responsible for any and all obligations or liabilities of the SpinCo Group shall receive the interest in the benefits and obligations of the SpinCo Portion Flame under such Shared Contract and a member that are accrued as of the Nuance Group Closing Date or arose, accrued or otherwise relate to any period prior to the Closing Date, but only to the extent that such obligations or liabilities do not relate or pertain to any Product, any Transferred Asset or the research, development, manufacture, sale or other commercialization of any Product or any Transferred Asset. Promptly following the Closing (and in no event more than 60 days following the Closing), Buyer and Flame shall receive execute and deliver each such Applicable Replacement Contract that has been negotiated by, and is in form and substance reasonably satisfactory (consistent with the interest in foregoing provisions of this Section 4.6) to, Buyer, Flame and the benefits Applicable Third Party, and obligations of the Nuance Portion under such Shared Contract, it being understood that no Party Buyer and Flame shall have Liability to used and shall use commercially reasonable efforts (consistent with the other Party for the failure foregoing provisions of any third party to perform its obligations under any such Shared Contract. (b) Nothing in this Section 2.05 shall require either Party or any member of each of their respective Groups to contribute capital, pay or grant any consideration or concession in any form (including providing any letter of credit, guaranty or other financial accommodation4.6) to any Person cause the Applicable Third Party to execute and deliver the Applicable Replacement Contract promptly following the Closing (other and in no event more than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be reimbursed by 60 days following the Party or the member of the Party’s Group entitled to such Asset or intended to assume such Liability, as applicable, as promptly as reasonably practicable). For the avoidance of doubt, reasonable out-of-pocket expenses, and recording or similar fees shall not include any purchase price, license fee, or other payment or compensation for the procurement of any asset secured to replace an Asset in the course of a Party’s obligation under Section 2.05(aClosing).