Common use of Shared Contracts Clause in Contracts

Shared Contracts. With respect to the Shared Contracts, the Seller, the Purchaser and their respective Affiliates shall be entitled to continue to derive benefits, and required to assume any obligations and economic burdens attributable to such benefits, following the Closing in accordance with the terms of this Section 4.12. From the date hereof until the date that is twelve (12) months after the Closing Date, the Parties and their Affiliates shall use their Commercially Reasonable Efforts to enter into or to grant, and to cause each third party counterparty to a Shared Contract to enter into or to grant, any such new agreements or consents as are reasonably necessary to permit the Seller and its Affiliates or the Purchaser and its Affiliates (including the Transferred Entities) to derive such benefits, and assume such obligations and economic burdens, on an independent basis following the Closing; provided, that, none of the Seller, the Purchaser or any of their respective Affiliates shall be required to offer or grant any financial or nonfinancial accommodation in connection therewith that the granting Party in its reasonable judgement determines would be material. If, on the Closing Date, any such third party agreement or consent is not obtained, the Seller and the Purchaser shall cooperate in a mutually acceptable arrangement under which the Seller and its Affiliates or the Purchaser and its Affiliates (including the Transferred Entities) would, in compliance with Law, obtain the appropriate benefits and assume the related obligations and bear the related economic burdens in respect of such Shared Contracts, including by means of subcontracting, sublicensing or subleasing arrangements, or enforcement by the party to such Shared Contract for the benefit (and at the expense) of the other Party or any of its Affiliates (as applicable) that is an intended beneficiary thereof pursuant to this Section 4.12.

Shared Contracts. With respect to Following the Shared Contractsdate hereof, the Sellerparties hereto shall use their commercially reasonable efforts to enter into or to grant, and to cause each third party counterparty to a Contract set forth on Section 5.14 of the Purchaser Disclosure Schedule (each a “Shared Contract”) to enter into or to grant, any new agreements, bifurcations or consents as are reasonably necessary to permit the Companies and the Company Subsidiaries and the Sellers and their respective Affiliates shall be entitled to continue to Affiliates, as applicable, to, on an independent basis following the Closing, derive those benefits, and required to assume any obligations and economic burdens attributable related to such benefits, following as each such Person derives from such Shared Contract immediately prior to the Closing in accordance with the terms of this Section 4.12Closing. From the date hereof until the date that is twelve (12) months after If, on the Closing Date, any such third party agreement or consent is not obtained, the Parties Sellers and their Affiliates the Purchaser shall, and the Purchaser shall cause the Companies and the Company Subsidiaries to, for a period of twenty-four (24) months following the Closing, (a) continue to use their Commercially Reasonable Efforts commercially reasonable efforts to enter into or to grant, and to cause each third party counterparty to a Shared Contract to enter into or to grant, any such new agreements agreements, bifurcations or consents as are and (b) cooperate reasonably necessary to permit the Seller and its Affiliates or the Purchaser and its Affiliates (including the Transferred Entities) to derive such benefits, and assume such obligations and economic burdens, on an independent basis following the Closing; provided, that, none of the Seller, the Purchaser or any of their respective Affiliates shall be required to offer or grant any financial or nonfinancial accommodation in connection therewith that the granting Party in its reasonable judgement determines would be material. If, on the Closing Date, any such third party agreement or consent is not obtained, the Seller and the Purchaser shall cooperate in a mutually acceptable arrangement under which the Seller Companies and its Affiliates or the Purchaser Company Subsidiaries and its Affiliates (including the Transferred Entities) Sellers and their Affiliates, as applicable, would, where commercially reasonable and in compliance with applicable Law, obtain the appropriate benefits and assume the related obligations and bear the related economic burdens in respect of such the Shared Contracts, including by means of subcontracting, sublicensing or subleasing arrangements, or enforcement by the party to such Shared Contract for the benefit (and at the expense) of the other Party each Company, Company Subsidiary, Seller or any Affiliate of its Affiliates a Seller (as applicable) that is an intended beneficiary thereof pursuant to this Section 4.125.14. Following the twenty-four (24) month anniversary of the Closing Date, none of the parties hereto nor any of their respective Affiliates shall have any further obligation to the other parties hereto or any of their respective Affiliates in respect of any Shared Contract.

Shared Contracts. With respect (a) Prior to the Shared Contracts, the Seller, the Purchaser and their respective Affiliates shall be entitled to continue to derive benefits, and required to assume any obligations and economic burdens attributable to such benefits, following the Closing in accordance with the terms of this Section 4.12. From the date hereof until the date that is twelve (12) months after the Closing DateClosing, the Parties agree to reasonably cooperate and their Affiliates shall use their Commercially Reasonable Efforts commercially reasonable efforts to enter into or to grant, and to cause each third party counterparty to, or Governmental Authority that issued, a Shared Contract set forth on Schedule 4.16(b) to enter into or to grant, any new agreements, bifurcations or consents as are reasonably necessary to permit the Companies, the Seller and their respective Affiliates to, on an independent basis following the Closing, derive those benefits, and to assume any obligations and economic burdens related to such benefits, as each such Person derives from such Shared Contract immediately prior to the Closing. (b) If, on the Closing Date, any such third party or Governmental Authority agreement, bifurcation or consent is not obtained, the Parties shall, for a period of two years from the Closing Date, (i) continue to use commercially reasonable efforts to enter into or to grant, and to cause each third party counterparty or Governmental Authority to such Shared Contract to enter into or to grant, any such new agreements agreements, bifurcations or consents as are and (ii) cooperate reasonably necessary to permit the Seller and its Affiliates or the Purchaser and its Affiliates (including the Transferred Entities) to derive such benefits, and assume such obligations and economic burdens, on an independent basis following the Closing; provided, that, none of the Seller, the Purchaser or any of their respective Affiliates shall be required to offer or grant any financial or nonfinancial accommodation in connection therewith that the granting Party in its reasonable judgement determines would be material. If, on the Closing Date, any such third party agreement or consent is not obtained, the Seller and the Purchaser shall cooperate in a mutually acceptable arrangement under which the Companies, the Seller and its their respective Affiliates or the Purchaser and its Affiliates (including the Transferred Entities) would, where commercially reasonable and in compliance with applicable Law, obtain the appropriate benefits and assume the related obligations and bear the related economic burdens in respect of such Shared ContractsContract, including by means of subcontracting, sublicensing or subleasing arrangements, or enforcement by the party to such Shared Contract for the benefit (and at the expense) of the other Party Buyer, the Seller or any of its Affiliates (their respective Affiliates, as applicable) , that is an intended beneficiary thereof pursuant to this Section 4.127.9. From and after the second anniversary of the Closing Date, none of the parties hereto nor any of their respective Affiliates shall have any further obligation to the other parties hereto or any of their respective Affiliates in respect of any Shared Contract.

Shared Contracts. With respect Section 5.14 of the Disclosure Letter sets forth the Assumed Contracts pursuant to which the Shared Contracts, parties agree that the Seller, the Purchaser Sellers and their respective Affiliates (other than the Company and the Transferred Entities) shall be entitled to continue to derive benefits, and required to assume any obligations and economic burdens attributable related to such benefits, following the Closing in accordance with (the terms of this Section 4.12“Assumed Shared Contracts”). From the date hereof until the date that is twelve (12) months after the Closing Date, the Parties and their Affiliates The parties hereto shall use their Commercially Reasonable Efforts commercially reasonable efforts to enter into or to grant, and to cause each third party counterparty to a an Assumed Shared Contract to enter into or to grant, any such new agreements or consents as are reasonably necessary to permit the Seller and its Affiliates or the Purchaser and its their respective Affiliates (including other than the Company and the Transferred Entities) to derive such benefits, and assume such obligations and economic burdens, on an independent basis following the Closing; provided, that, none of the Seller, the Purchaser or any of their respective Affiliates shall be required to offer or grant any financial or nonfinancial accommodation in connection therewith that the granting Party in its reasonable judgement determines would be material. If, on the Closing Date, any such third party agreement or consent is not obtained, the Seller Sellers and the Purchaser Acquiror shall cooperate in a mutually acceptable arrangement under which the Seller Sellers and its Affiliates or the Purchaser and its their respective Affiliates (including other than the Company and the Transferred Entities) would, in compliance with Law, obtain the appropriate benefits and assume the related obligations and bear the related economic burdens in respect of such Assumed Shared Contracts, including by means of subcontracting, sublicensing or subleasing arrangements, or enforcement by the party to such Assumed Shared Contract that the Acquiror or any of its Affiliates (as applicable), for the benefit (and at the expense) of the other Party Seller or any of its Affiliates (as applicable) that is an intended beneficiary thereof pursuant to this Section 4.125.14.

Shared Contracts. With Following the date hereof, unless Buyer and Seller mutually agree otherwise with respect to the a Shared ContractsContract, the Seller, the Purchaser and their respective Affiliates shall be entitled to continue to derive benefits, and required to assume any obligations and economic burdens attributable to such benefits, following the Closing in accordance with the terms of this Section 4.12. From the date hereof until the date that is twelve (12) months after the Closing Date, the Parties and their Affiliates parties shall use their Commercially Reasonable Efforts commercially reasonable efforts to enter into or to grant, and to cause each third third-party counterparty to any contract that directly benefits both the Excluded Assets and Business, as set forth on Section 7.7 of the Disclosure Schedules (each a “Shared Contract”), to enter into or to grant, any new agreements, B▇▇▇, bifurcations or consents as are reasonably necessary to permit Buyer and its Affiliates (on behalf of the Business) and Seller and its Affiliates, as applicable, to, on an independent basis following the Closing, derive those benefits, and to assume any obligations and economic burdens related to such benefits, as each such Person derives from such Shared Contract immediately prior to the Closing (as nearly as reasonably possible). If, on the Closing Date, any such third-party agreement, BAA or consent is not obtained, Seller and Buyer shall (i) continue to use commercially reasonable efforts following the Closing to enter into or to grant, and to cause each third-party counterparty to a Shared Contract to enter into or to grant, any such new agreements agreements, B▇▇▇, bifurcations or consents as are and (ii) cooperate reasonably necessary to permit the Seller and its Affiliates or the Purchaser and its Affiliates (including the Transferred Entities) to derive such benefits, and assume such obligations and economic burdens, on an independent basis following the Closing; provided, that, none of the Seller, the Purchaser or any of their respective Affiliates shall be required Closing to offer or grant any financial or nonfinancial accommodation in connection therewith that the granting Party in its reasonable judgement determines would be material. If, on the Closing Date, any such third party agreement or consent is not obtained, the Seller and the Purchaser shall cooperate in reach a mutually acceptable arrangement under which the Seller Buyer and its Affiliates or the Purchaser and its Affiliates (including the Transferred Entities) would, where commercially reasonable and in compliance with applicable Law, obtain the appropriate benefits and assume the related obligations and bear the related economic burdens in respect of such the Shared Contracts, including by means of subcontracting, sublicensing or subleasing arrangements, entering into B▇▇▇ or enforcement by the party to such Shared Contract for the benefit (and at the such party’s own expense) of the other Party Buyer or any of its Affiliates or Seller or any of its Affiliates (as applicable) that is an intended beneficiary thereof pursuant to this Section 4.127.7.

Shared Contracts. With respect to the contracts set forth on Schedule 1.7 and any other Material Shared Contract identified after the date hereof and prior to the one (1) year anniversary of the Closing Date or Local Closing Date, as applicable (the “Shared Contracts”), following the Original Execution Date and for a period of one (1) year following the Closing Date or the Local Closing Date, as applicable, PKI shall, and shall cause its respective Affiliates to, use their reasonable best efforts (and, if necessary and desirable, to engage with the third party to each Shared Contract) and, if requested by PKI, and to the extent permitted by applicable Law, Buyer shall reasonably cooperate with PKI, in an effort to divide, partially assign, partially novate, modify, sub-lease, sub-license, and/or replicate (in whole or in part), in a form reasonably acceptable to Buyer, the Sellerrespective rights and obligations under and in respect of any Shared Contract, such that (a) Buyer, or one or more of its Affiliates, including the Acquired Companies from and after the Closing or the Local Closing, as applicable (collectively, the Purchaser “Buyer Group”), is the beneficiary of the rights and is responsible for and assumes the obligations and liabilities related to that portion of such Shared Contract relating to the Business and (b) PKI, or one or more of its Affiliates, excluding the Acquired Companies from and after the Closing or the Local Closing, as applicable (collectively, the “PKI Group”), is the beneficiary of the rights and is responsible for and retains the obligations and liabilities related to that portion of such Shared Contract relating to any business conducted by the PKI Group other than the Business (the “Retained Business”), in each case, on terms and conditions which, in the aggregate, are comparable to those of such Shared Contract prior to separation (unless otherwise agreed to by PKI and Buyer). If PKI, or its Affiliates, do not or are not able to (or until they are able to) enter into an arrangement to formally divide, partially assign, partially novate, modify, sub-lease, sublicense and/or replicate such Shared Contract as contemplated by the previous sentence, then the Parties shall, and shall cause their respective Affiliates to, cooperate in any lawful arrangement to provide that a member of the Buyer Group shall receive the interest in the benefits and assume the obligations of the portions of such Shared Contract which relate to the Business and a member of the PKI Group shall receive the interest in the benefits and retain the obligations of the portions of such Shared Contract which relate to the Retained Business; provided, however, that, except as specifically provided in the Transition Services Agreement (including the schedules thereto), no Party shall be entitled to continue to derive benefits, and required to assume extend, modify, revise or amend any obligations and economic burdens attributable to such benefitsprovision of any of the Shared Contracts or expend any money, following incur any liability or compromise any right, asset or benefit or take any action in furtherance of this Section 1.7 that would require the Closing expenditure of money, incurrence of any liability or compromise of any right, asset or benefit (other than in accordance with the terms applicable Shared Contract) in connection therewith. For purposes of this Section 4.12. From Agreement, “Material Shared Contract” means any material contract or agreement, including maintenance and service agreements, joint venture agreements, purchase commitments for materials and other services, advertising and promotional agreements, non-disclosure and confidentiality agreements, personal property leases, real property leases, collective bargaining agreements (to the date hereof until the date extent assignable) and other agreements, including all rights in respect of non-performance or breach thereof, that is twelve benefits or otherwise includes rights, interests and/or obligations relating to both (12x) months after the Closing Dateany Acquired Assets, the Parties and their Affiliates shall use their Commercially Reasonable Efforts to enter into or to grant, and to cause each third party counterparty to a Shared Contract to enter into or to grant, any such new agreements or consents as are reasonably necessary to permit the Seller and its Affiliates Acquired Companies or the Purchaser and its Affiliates (including the Transferred Entities) to derive such benefits, and assume such obligations and economic burdensBusiness, on an independent basis following the Closing; providedone hand and (y) any Excluded Assets, that, none of the Seller, the Purchaser PKI or any of their respective this Affiliates shall be required to offer (other than any Acquired Company) or grant any financial or nonfinancial accommodation in connection therewith that the granting Party in its reasonable judgement determines would be material. IfRetained Business, on the Closing Dateother hand (but excluding, for the avoidance of doubt, any such third party agreement or consent is not obtained, the Seller and the Purchaser shall cooperate in a mutually acceptable arrangement under which the Seller and its Affiliates or the Purchaser and its Affiliates (including the Transferred Entities) would, in compliance with Law, obtain the appropriate benefits and assume the related obligations and bear the related economic burdens in respect of such Shared Contracts, including by means of subcontracting, sublicensing or subleasing arrangements, or enforcement by the party to such Shared Contract for the benefit (and at the expense) of the other Party or any of its Affiliates (as applicable) that is an intended beneficiary thereof pursuant to this Section 4.12Excluded Assets).

Shared Contracts. With respect to the Shared Contracts, the Sellerparties agree that the Company and its Affiliates, and the Purchaser Acquiror and their respective Affiliates its Affiliates, respectively, shall be entitled to continue to derive benefits, and required to assume any obligations and economic burdens attributable related to such benefits, following the Closing in accordance with the terms of this Section 4.12Closing. From the date hereof until the date that is twelve eighteen (1218) months after the Closing Date, the Parties and their Affiliates parties hereto shall use their Commercially Reasonable Efforts commercially reasonable efforts to enter into or to grant, and to cause each third party counterparty to a Shared Contract to enter into or to grant, any such new agreements or consents as are reasonably necessary to permit the Seller Company and its Affiliates or the Purchaser Acquiror and its Affiliates (including the Transferred Entities) Affiliates, as applicable, to derive such benefits, and assume such obligations and economic burdens, on an independent basis following the Closing; provided, that, none of that neither the SellerCompany, the Purchaser Acquiror or any of their respective Affiliates shall be required to offer or grant any non-financial or nonfinancial accommodation in connection therewith that the granting Party in its reasonable judgement determines would be materialtherewith. If, on the Closing Date, any such third party agreement or consent is not obtained, the Seller Company and the Purchaser Acquiror shall, and the Company shall cause the other Sellers to, cooperate in a mutually acceptable arrangement under which the Seller Sellers and its their respective Affiliates or the Purchaser Acquiror and its Affiliates (including the Transferred Entities) Affiliates, as applicable, would, in compliance with Law, obtain the appropriate benefits and assume the related obligations and bear the related economic burdens in respect of such Shared Contracts, including by means of subcontracting, sublicensing or subleasing arrangements, or enforcement by the party to such Shared Contract for the benefit (and at the expense) of the other Party party or any of its Affiliates (as applicable) that is an intended beneficiary thereof pursuant to this Section 4.125.12.