Common use of Shared Contracts Clause in Contracts

Shared Contracts. Seller or its Affiliates are party to one or more Shared Contracts, including the Shared Contracts set forth on Section 4.13(a)(xiii) of the Disclosure Schedule. For the avoidance of doubt, to the extent Seller or Buyer identifies any Shared Contract after the Agreement Date that is not set forth on Section 4.13(a)(xiii) of the Disclosure Schedule, such Shared Contract shall be automatically, and without any further action on the part of either Party, be deemed added to Section 4.13(a)(xiii) of the Disclosure Schedule for purposes of this Section 6.08. Within 45 days following the Agreement Date, B▇▇▇▇ and Seller shall cooperate and mutually agree (in each case, acting reasonably and in good faith) on the Shared Contracts to be treated as ‘Specified Shared Contracts’ hereunder (the “Specified Shared Contracts”). Seller and Buyer shall use commercially reasonable efforts to have the Specified Shared Contracts separated into separate Contracts between the applicable third party and each of (a) the business retained by Seller and its Affiliates and (b) the Business (including the Transferred Entities). The Parties agree to cooperate and use their commercially reasonable efforts to provide reasonable assistance prior to the Closing and, to the extent not achieved prior to the Closing, for 12 months thereafter (or, in the case of any Specified Shared Contract the subject of services under the Transition Services Agreement, until the expiration or termination of such services under the Transition Services Agreement if later) in effecting the separation of such Specified Shared Contracts (with such separated Specified Shared Contracts imposing no material additional or differing obligations (except arising from credit ratings of Buyer or different volume based arrangements, which shall be allocated proportionally between the Business and the retained businesses of Seller and its Affiliates based on consumption during the 12-month period prior to the Closing) than, and otherwise being on substantially the same terms as, the applicable Shared Contract (except that the replicated Specified Shared Contract will only pertain to the Business) or other terms mutually agreeable to the Parties in accordance with the terms and subject to the conditions set forth herein) and, once so separated, such separated Contract relating to the Business shall be deemed an Assumed Contract hereunder and transferred to, and assumed by, B▇▇▇▇ directly (but no sooner than the Closing); provided, however, it being understood that other than general internal costs, overhead and use of internal personnel and assets or infrastructure, none of Seller, Buyer or any of their respective Affiliates or Subsidiaries shall be required to make any payment, commence any litigation or offer or grant any accommodation (financial or otherwise) to any third party to separate such Specified Shared Contracts; provided, further, that Seller shall not, and shall cause its Affiliates (including the Transferred Entities prior to the Closing) to not, execute any separated Shared Contract without the prior written consent of Buyer (not to be unreasonably withheld, conditioned or delayed). Further, with respect to any Shared Contract that is not a Specified Shared Contract or any Specified Shared Contract that has not been separated, to the extent requested by Buyer, after the Closing and for 12 months thereafter (or, in the case of any such Shared Contract the subject of services under the Transition Services Agreement, until the expiration or termination of such services under the Transition Services Agreement if later), until any separate Contract (if any) is obtained therefor, the Parties shall cooperate with each other and use their commercially reasonable efforts to implement or obtain for Buyer, at no cost to any of Seller, Buyer or their respective Affiliates, an arrangement with respect thereto to provide for Buyer substantially comparable benefits therein (and bear the obligations and burdens thereof) and to otherwise put Buyer and Seller (and their respective Affiliates) in the position they would have been in had the rights and obligations relating to the Business under such Shared Contract been transferred and assumed directly at the Closing (i.e., without limiting that all Liabilities thereunder to the extent relating to the Business nevertheless constitute Assumed Liabilities for all purposes of this Agreement). In furtherance of the foregoing, if any member of the Seller Group, on the one hand, or Buyer or any of its Affiliates (including the Transferred Entities), on the other hand, receives any benefit or payment that under any Shared Contract was intended for the other, Seller and Buyer shall, and shall cause their respective Affiliates to, promptly (and in any event, within five (5) Business Days) deliver such benefit or payment to the other party, net of any Taxes imposed on the recipient of any such benefit or payment.

Shared Contracts. Seller or its Affiliates are party to one or more Shared Contracts, including the Shared Contracts set forth on Section 4.13(a)(xiii(a) of the Disclosure Schedule. For the avoidance of doubt, to the extent Seller or Buyer identifies any Shared Contract From and after the Agreement Date that is not set forth on Section 4.13(a)(xiii) of the Disclosure Schedule, such Shared Contract shall be automatically, and without any further action on the part of either Party, be deemed added to Section 4.13(a)(xiii) of the Disclosure Schedule for purposes date of this Section 6.08. Within 45 days following Agreement, with respect to each Shared Contract, the Agreement Date, B▇▇▇▇ and Seller shall cooperate and mutually agree (in each case, acting reasonably and in good faith) on the Shared Contracts to be treated as ‘Specified Shared Contracts’ hereunder (the “Specified Shared Contracts”). Seller and Buyer Purchaser shall use commercially reasonable efforts to have the Specified Shared Contracts separated enter into separate Contracts between the a new Contract with each applicable third Third Party that is a party and each of (a) the business retained by Seller and its Affiliates and (b) the Business (including the Transferred Entities). The Parties agree to cooperate and use their commercially reasonable efforts to provide reasonable assistance prior to the Closing and, to the extent not achieved prior to the Closing, for 12 months thereafter (or, in the case of any Specified Shared Contract the subject of services under the Transition Services Agreement, until the expiration or termination of such services under the Transition Services Agreement if later) in effecting the separation of such Specified Shared Contracts (with such separated Specified Shared Contracts imposing no material additional or differing obligations (except arising from credit ratings of Buyer or different volume based arrangements, which shall be allocated proportionally between the Business and the retained businesses of Seller and its Affiliates based on consumption during the 12-month period prior to the Closing) than, and otherwise being on substantially the same terms as, the applicable Shared Contract (except that each such new Contracts, “New Business Contract”) providing for the replicated Specified Shared Contract will only pertain Purchaser to obtain all of the Business) or other terms mutually agreeable to the Parties in accordance with the terms Claims, rights and subject to the conditions set forth herein) and, once so separated, such separated Contract relating benefits related to the Business shall be deemed an Assumed under such Shared Contact and to assume all of the Liabilities related to the Business under such Shared Contract hereunder and transferred to, and assumed by, B▇▇▇▇ directly (but no sooner than the Closing); provided, however, it being understood that other than general internal costs, overhead and use of internal personnel and assets or infrastructure, none of Seller, Buyer or any of their respective Affiliates or Subsidiaries the Purchaser shall not be required to make any paymentexpend money (other than reasonable fees of, and payments to, the Purchaser’s legal and other professional advisors), commence any litigation or offer or grant any accommodation (financial or otherwise) to any third party such Third Party or any other Person to separate enter into any such Specified Shared Contracts; providedNew Business Contract), further, that and the Seller shall not, and shall cause its Affiliates (including use commercially reasonable efforts to assist the Transferred Entities Purchaser in the foregoing. In the event that the Purchaser is unable to enter into a New Business Contract in respect of any Shared Contract at or prior to the Closing, (i) the Purchaser’s obligation to notuse commercially reasonable efforts to enter into such a New Business Contract shall survive, execute and continue after, the Closing until that date that is three (3) years after the Closing and (ii) at the Closing, the Seller shall Transfer the Claims, rights and benefits related to the Business under such Shared Contact to the Purchaser and the Purchaser shall assume all of the Liabilities related to the Business under such Shared Contract; provided, however, this Agreement shall not constitute an agreement to Transfer, and the Seller shall not be required to Transfer, to the Purchaser any separated Claims, rights or benefits related to the Business under any Shared Contract if such Transfer (or the Purchaser’s assumption of Liabilities thereunder related to the Business), without the Consent of any Third Party, would constitute a breach of, or other contravention under, any such Shared Contract, be ineffective with respect to any party thereto and any such Consent is not obtained prior to the Closing (any such Shared Contract, a “Consent Required Shared Contract”). (b) With respect to each Consent Required Shared Contract, then, subject to applicable Law, the Seller and the Purchaser shall enter into, as of the Closing, a mutually agreeable Contract under which (i) the Purchaser would obtain, through a subcontracting, sublicensing or subleasing arrangement or otherwise, the Claims, rights and benefits of the Seller related to the Business under such Consent Required Shared Contract in accordance with this Agreement, (ii) the Purchaser would assume all Liabilities of the Seller related to the Business under such Consent Required Shared Contract and agree to perform and discharge all such Liabilities in accordance with this Agreement and (iii) the Seller would enforce for the benefit of the Purchaser, any and all Claims, rights and benefits of the Seller related to the Business against any Third Party that is a party thereto arising from any such Consent Required Shared Contract. The Seller and its Subsidiaries shall promptly pay to the Purchaser, when received, all monies received by them related to the Business under any such Consent Required Shared Contract. The Purchaser shall promptly reimburse the Seller (or pay at the request of the Seller) any Liabilities related to the Business under any such Consent Required Shared Contract. If and when the legal or contractual impediments the presence of which caused the deferral of Transfer of any Consent Required Shared Contract pursuant to this Section 2.06 are obtained, the Transfer of the applicable Consent Required Shared Contracts shall be effected in accordance with the terms of this Agreement or the applicable Ancillary Agreement. The Seller’s obligation to administer any Consent Required Shared Contract shall terminate on the date that is three (3) years after the Closing Date. Any such mutually agreeable Contract entered into by the Seller and the Purchaser under this Section 2.06(b) shall be subject to the written consent of Health Care Buyer (which consent shall not to be unreasonably withheld, conditioned or delayed). Further. (c) Except as expressly contemplated in this Section 2.06, with respect to the Claims, benefits and rights under any Consent Required Shared Contract that is not shall continue to be considered a Specified Transferred Asset under this Agreement; provided that, for the avoidance of doubt, (i) there shall be no adjustment to the Purchase Price as a result of any Contract being a Consent Required Shared Contract or and (ii) in no event shall the non-existence of any Specified Consent Required Shared Contract that has not been separated, be a condition to the extent requested by Buyer, after the Closing and for 12 months thereafter (or, in the case of any such Shared Contract the subject of services under the Transition Services Agreement, until the expiration or termination of such services under the Transition Services Agreement if later), until any separate Contract (if any) is obtained therefor, the Parties shall cooperate with each other and use their commercially reasonable efforts to implement or obtain for Buyer, at no cost to any of Seller, Buyer or their respective Affiliates, an arrangement with respect thereto to provide for Buyer substantially comparable benefits therein (and bear the obligations and burdens thereof) and to otherwise put Buyer and Seller (and their respective Affiliates) in the position they would have been in had the rights and obligations relating to the Business under such Shared Contract been transferred and assumed directly at the Closing (i.e., without limiting that all Liabilities thereunder to the extent relating to the Business nevertheless constitute Assumed Liabilities for all purposes of this Agreement). In furtherance of the foregoing, if any member of the Seller Group, on the one hand, or Buyer or any of its Affiliates (including the Transferred Entities), on the other hand, receives any benefit or payment that under any Shared Contract was intended for the other, Seller and Buyer shall, and shall cause their respective Affiliates to, promptly (and in any event, within five (5) Business Days) deliver such benefit or payment to the other party, net of any Taxes imposed on the recipient of any such benefit or paymentClosing.

Shared Contracts. (a) The Seller or its Affiliates are party and the Purchaser shall use commercially reasonable efforts (i) to one or more Shared Contracts, including cause the Shared Contracts set forth on Section 4.13(a)(xiiiExhibit 5.08 and such other Shared Contracts as the Seller and the Purchaser shall mutually agree in writing prior to the Closing to be replaced, at or prior to the Closing, with separate Contracts that are reasonably acceptable to the Seller and the Purchaser, and (ii) to cooperate and provide each other with reasonable assistance in effecting such separation of such Shared Contracts prior to the Disclosure Schedule. For Closing and for a period of 12 months following the avoidance Closing. (b) If the parties are not able to effect the separation of doubta Shared Contract prior to the Closing, then, until any such Shared Contract is separated or such Shared Contract expires in accordance with its terms, to the extent Seller or Buyer identifies any permissible under Law and under the terms of such Shared Contract after the Agreement Date that is not set forth on Section 4.13(a)(xiii) Contract, each of the Disclosure Schedule, such Shared Contract shall be automatically, and without any further action on the part of either Party, be deemed added parties hereto agrees to Section 4.13(a)(xiii(i) of the Disclosure Schedule for purposes of this Section 6.08. Within 45 days following the Agreement Date, B▇▇▇▇ and Seller shall cooperate and mutually agree (in each case, acting reasonably and in good faith) on the Shared Contracts to be treated as ‘Specified Shared Contracts’ hereunder (the “Specified Shared Contracts”). Seller and Buyer shall use commercially reasonable efforts to have perform the Specified obligations under such Shared Contracts separated into separate Contracts between the Contract applicable third party and each of (a) the business retained by Seller to it and its Affiliates Affiliates; (ii) with respect to the obligations that should have been fulfilled by such party (or its Affiliates), promptly reimburse the other party hereto for any expenses incurred by such other party (or its Affiliates); (iii) hold in trust for the benefit of the other party, and to promptly forward to the other party, any monies or other benefits received pursuant to such Shared Contract allocable to the other party (or its Affiliates); and (biv) endeavor to institute alternative arrangements intended to put the Business (including the Transferred Entities). The Parties agree to cooperate and use their commercially reasonable efforts to provide reasonable assistance prior to the Closing and, to the extent not achieved prior to the Closing, for 12 months thereafter (or, parties in the case of any Specified Shared Contract the subject of services under the Transition Services Agreement, until the expiration or termination of such services under the Transition Services Agreement if later) in effecting the separation of such Specified Shared Contracts (with such separated Specified Shared Contracts imposing no material additional or differing obligations (except arising from credit ratings of Buyer or different volume based arrangements, which shall be allocated proportionally between the Business and the retained businesses of Seller and its Affiliates based on consumption during the 12-month period prior to the Closing) than, and otherwise being on substantially the same terms as, the applicable economic position as if such Shared Contract (except that the replicated Specified Shared Contract will only pertain to the Business) or other terms mutually agreeable to the Parties in accordance with the terms and subject to the conditions set forth herein) and, once so were separated, such separated Contract relating to the Business shall be deemed an Assumed Contract hereunder and transferred to, and assumed by, B▇▇▇▇ directly (but no sooner than the Closing); provided, however, it being understood that other than general internal costs, overhead and use if the parties are not able to effect the separation of internal personnel and assets or infrastructure, none of Seller, Buyer or any of their respective Affiliates or Subsidiaries shall be required to make any payment, commence any litigation or offer or grant any accommodation (financial or otherwise) to any third party to separate such Specified Shared Contracts; provided, further, that Seller shall not, and shall cause its Affiliates (including the Transferred Entities prior to the Closing) to not, execute any separated Shared Contract without the prior written consent of Buyer (not to be unreasonably withheld, conditioned or delayed). Further, with respect to any Shared Contract that is not a Specified Shared Contract or any Specified Shared Contract that has not been separatedwithin 12 months after the Closing, then the Seller and its Affiliates shall have no further obligation to the extent requested by Buyer, after the Closing and for 12 months thereafter (or, in the case of any such Shared Contract the subject of services under the Transition Services Agreement, until the expiration Purchaser or termination of such services under the Transition Services Agreement if later), until any separate Contract (if any) is obtained therefor, the Parties shall cooperate with each other and use their commercially reasonable efforts to implement or obtain for Buyer, at no cost to any of Seller, Buyer or their respective Affiliates, an arrangement its Affiliates with respect thereto to provide for Buyer substantially comparable benefits therein (and bear the obligations and burdens thereof) and to otherwise put Buyer and Seller (and their respective Affiliates) in the position they would have been in had the rights and obligations relating to the Business under may freely terminate such Shared Contract been transferred and assumed directly at the Closing (i.e., without limiting that all Liabilities thereunder to the extent relating to the Business nevertheless constitute Assumed Liabilities Contract. The Purchaser shall be solely responsible for all purposes of this Agreement). In furtherance of the foregoing, if any member of the Seller Group, on the one hand, or Buyer or any of its Affiliates (including the Transferred Entities), on the other hand, receives any benefit or payment that under replacing any Shared Contract was intended for the other, Seller and Buyer shall, and shall cause their respective Affiliates to, promptly (and in any event, within five (5) Business Days) deliver such benefit Contracts not separated or payment to the other party, net of any Taxes imposed on the recipient of any such benefit or paymenttransitioned hereunder.

Shared Contracts. (a) Within forty-five (45) days after the execution of this Agreement, the Seller or its Affiliates are party shall use Reasonable Efforts to one or more provide the Purchaser with a list of all material Shared Contracts, indicating which of such material Shared Contracts may be split and assigned in part to a member of the Purchaser Group or replicated for the benefit of the Purchaser Group pursuant to its terms, without the consent of the counterparty thereto or other conditions, including the payment of a transfer or other fee (the “Assignable Shared Contracts”). Within thirty (30) days after receipt thereof, the Purchaser will provide the Seller with written notice of those Assignable Shared Contracts set forth on Section 4.13(a)(xiii) that a member of the Disclosure SchedulePurchaser Group desires to have split and assume in part or for the Seller to replicate for the Purchaser Group’s benefit. For Each Assignable Shared Contract for which the avoidance Purchaser provides written notice of doubtits desire to have split and assume in part or have replicated for its benefit shall thereafter be deemed (to the extent of the requested split or replication) to be an Assumed Contract hereunder and the Seller Group shall split and partially assign to the Purchaser Group or have replicated for the benefit of the Purchaser Group as of the applicable Closing such Contract in accordance with its terms. (b) With respect to each material Shared Contract identified pursuant to the first sentence of subsection (a) above that is not an Assignable Shared Contract (the “Non-Assignable Shared Contracts”), the Purchaser will also, within thirty (30) days after receipt thereof, provide the Seller with written notice of those Non-Assignable Shared Contracts that the Purchaser Group desires to have split and assume in part or have replicated for the benefit of the Purchaser Group. Each party shall use Reasonable Efforts prior to the applicable Closing Date to cause the counterparty to each such Non-Assignable Shared Contract to consent to the split and partial assignment or replication of such Non-Assignable Shared Contract to the Purchaser Group, or to otherwise enter into a new Contract with a member of the Purchaser Group on substantially the same terms as exist under the applicable Shared Contract, in each case as of the applicable Closing. Each such Non-Assignable Shared Contract for which the parties have received consent to the split and partial assignment or replication shall thereafter be deemed (to the extent of the requested split or replication) to be an Assumed Contract hereunder and the Seller Group shall split and partially assign to the Purchaser Group or have replicated as of the applicable Closing such Contract in accordance with its terms. Notwithstanding the foregoing, the Seller Group shall not be required to split and partially assign to the Purchaser Group or have replicated at the applicable Closing any of the Non-Assignable Shared Contracts for which consent has not been obtained. To the extent any counterparty under a Non-Assignable Shared Contract requires the payment of a transfer or other fee for the split and partial assignment or replication of such Shared Contract, the Purchaser and the Seller shall each pay one half of any such fee that is reasonably required. As to any Non-Assignable Shared Contract for which the parties have not received consent, (a) the Seller agrees to continue to use Reasonable Efforts following the applicable Closing Date to obtain any required consent(s), and the Purchaser agrees to use Reasonable Efforts to cooperate in connection with same until the date that is twelve (12) months following the applicable Closing Date, and (b) the parties agree to cooperate in good faith to take such actions as are reasonably necessary to avoid any breach or violation by a party as a result of any failure to obtain any required consent prior to the applicable Closing. MASTER ACQUISITION AGREEMENT Until any such consent or new Contract is obtained, the Seller and the Purchaser will use Reasonable Efforts to cooperate for twelve (12) months following the Initial Closing, in any lawful and reasonable arrangement, to the extent Seller such cooperation would not result in a breach of the terms of such Non-Assignable Shared Contract, and not prohibited under applicable Law or Buyer identifies Order, which will provide the Purchaser Group the obligations and benefits of any such Non-Assignable Shared Contract after with respect to the Agreement Date that is not set forth on Section 4.13(a)(xiii) Business, including subcontracting, licensing, sublicensing, leasing or subleasing to the Purchaser Group any or all of the Disclosure Schedule, Seller Group’s rights and obligations with respect to such Non-Assignable Shared Contract shall with respect to the Business. In any such arrangement, the Purchaser will with respect to the obligations and benefits under the Non-Assignable Shared Contracts that relate to the Business (i) bear the sole responsibility for completion of the work or provision of goods and services, (ii) bear all Taxes with respect thereto or arising therefrom, (iii) be automaticallysolely entitled to all benefits thereof, economic or otherwise, (iv) be solely responsible for any warranty or breach thereof, any repurchase, indemnity and service obligations thereof, and without any further action on (v) promptly reimburse the part of either Party, be deemed added to Section 4.13(a)(xiii) reasonable costs and expenses of the Disclosure Schedule Seller and its Affiliates related thereto, in each case, solely to the extent each of the foregoing arise out of or relate to the use by the Business of the Non-Assignable Shared Contracts. If and when such consents or approvals are obtained or such other required actions have been taken, the split and partial assignment, or replication, of such Non-Assignable Shared Contract will be effected in accordance with the terms of this Agreement. (c) The Seller and the Purchaser each agree that “Reasonable Efforts” for purposes of this Section 6.08. Within 45 days following 10.7 includes an obligation on the Agreement DatePurchaser to provide financial information, B▇▇▇▇ subject to receipt from the counterparty to a Shared Contract of an executed confidentiality agreement, and Seller shall cooperate the Purchaser agrees to, and mutually agree (agrees to cause any of its subsidiaries to, enter into a guaranty, in each case, acting as may be reasonably and in good faith) on the Shared Contracts to be treated as ‘Specified Shared Contracts’ hereunder (the “Specified Shared Contracts”). Seller and Buyer shall use commercially reasonable efforts to have the Specified Shared Contracts separated into separate Contracts between the applicable third party and each of (a) the business retained by Seller and its Affiliates and (b) the Business (including the Transferred Entities). The Parties agree to cooperate and use their commercially reasonable efforts to provide reasonable assistance prior to the Closing and, to the extent not achieved prior to the Closing, for 12 months thereafter (or, in the case of any Specified Shared Contract the subject of services under the Transition Services Agreement, until the expiration or termination of such services under the Transition Services Agreement if later) in effecting the separation of such Specified Shared Contracts (with such separated Specified Shared Contracts imposing no material additional or differing obligations (except arising from credit ratings of Buyer or different volume based arrangements, which shall be allocated proportionally between the Business and the retained businesses of Seller and its Affiliates based on consumption during the 12-month period prior to the Closing) than, and otherwise being on substantially the same terms as, the applicable Shared Contract (except that the replicated Specified Shared Contract will only pertain to the Business) or other terms mutually agreeable to the Parties in accordance with the terms and subject to the conditions set forth herein) and, once so separated, such separated Contract relating to the Business shall be deemed an Assumed Contract hereunder and transferred to, and assumed by, B▇▇▇▇ directly (but no sooner than the Closing); provided, however, it being understood that other than general internal costs, overhead and use of internal personnel and assets or infrastructure, none of Seller, Buyer or any of their respective Affiliates or Subsidiaries shall be required to make any payment, commence any litigation or offer or grant any accommodation (financial or otherwise) to any third party to separate such Specified Shared Contracts; provided, further, that Seller shall not, and shall cause its Affiliates (including the Transferred Entities prior to the Closing) to not, execute any separated Shared Contract without the prior written consent of Buyer (not to be unreasonably withheld, conditioned or delayed). Further, with respect to any Shared Contract that is not a Specified Shared Contract or any Specified Shared Contract that has not been separated, to the extent requested by Buyer, after the Closing and for 12 months thereafter (or, in the case of any such counterparty to a Shared Contract the subject of services under the Transition Services Agreement, until the expiration or termination of such services under the Transition Services Agreement if later), until any separate Contract (if any) is obtained therefor, the Parties shall cooperate with each other and use their commercially reasonable efforts to implement or obtain for Buyer, at no cost to any of Seller, Buyer or their respective Affiliates, an arrangement with respect thereto to provide for Buyer substantially comparable benefits therein (and bear the obligations and burdens thereof) and to otherwise put Buyer and Seller (and their respective Affiliates) in the position they would have been in had the rights and obligations relating to the Business under such Shared Contract been transferred and assumed directly at the Closing (i.e., without limiting that all Liabilities thereunder to the extent relating to the Business nevertheless constitute Assumed Liabilities for all purposes of this Agreement). In furtherance of the foregoing, if any member of the Seller Group, on the one hand, or Buyer or any of its Affiliates (including the Transferred Entities), on the other hand, receives any benefit or payment that under any Shared Contract was intended for the other, Seller and Buyer shall, and shall cause their respective Affiliates to, promptly (and in any event, within five (5) Business Days) deliver such benefit or payment to the other party, net of any Taxes imposed on the recipient of any such benefit or paymentContract.

Shared Contracts. Seller (a) Until the earlier of (1) the expiration or its Affiliates are party to one or more Shared Contracts, including the termination date (in accordance with their terms) of any applicable Shared Contracts set forth on Section 4.13(a)(xiiiSchedule 6.1(a) of the Disclosure Schedule. For the avoidance of doubt, to the extent Seller or Buyer identifies any Shared Contract after the Agreement Date that is not set forth on Section 4.13(a)(xiii) of the Disclosure Schedule, (such Shared Contract shall be automaticallyContracts, and without any further action on the part of either Partycollectively, be deemed added to Section 4.13(a)(xiii) of the Disclosure Schedule for purposes of this Section 6.08. Within 45 days following the Agreement Date, B▇▇▇▇ and Seller shall cooperate and mutually agree (in each case, acting reasonably and in good faith) on the Shared Contracts to be treated as ‘Specified Shared Contracts’ hereunder (the “Specified Shared Contracts”). ) and (2) sixty (60) days after the Closing Date, the Seller shall, and Buyer shall cause its Seller Group to, use commercially reasonable efforts to, (i) as soon as reasonably practicable after the Closing Date, cause the counterparty to have each Specified Shared Contract to consent to the partial assignment of those rights of the applicable Seller Related Party under such Specified Shared Contract related to the Business, and (ii) in the event any such Specified Shared Contract cannot be so partially assigned under applicable Law or the terms of the applicable Specified Shared Contract, or if the counterparty otherwise does not consent to such partial assignment, otherwise reasonably cooperate with the Buyer in the Buyer’s efforts to enter into a new Contract with such counterparty (such new Contracts, the “New Contracts”), (A) on terms that are similar in all material respects to such Specified Shared Contracts separated into separate Contracts between and (B) in a manner that ensures there is no interruption or discontinuation of service to the applicable third party Business, in each case from and after the Effective Time. The portion exclusively related to the Business of each of (a) such Specified Shared Contract for which the business retained by Seller and its Affiliates and parties have received consent to such partial assignment shall thereafter be deemed to be an Assigned Contract for all purposes hereunder. (b) In the Business event any Specified Shared Contract cannot be so partially assigned under applicable Law or the terms of the applicable Specified Shared Contract, or if the counterparty otherwise does not consent to such partial assignment or to entering into a New Contract, the parties hereto shall, until the earlier of (including 1) the Transferred Entitiesexpiration or termination date of the applicable Specified Shared Contract and (2) sixty (60) days after the Closing Date, cooperate with each other and, following good faith discussions between the parties hereto, use reasonable best efforts to seek to obtain or structure mutually acceptable alternative arrangements for the Buyer or one of its Affiliates, on the one hand, and the applicable Seller Related Party, on the other hand, receiving rights and benefits, and bearing Liabilities, to the extent related to their respective businesses (provided that such arrangements shall not result in a breach or violation of such Specified Shared Contract or applicable Law). The Parties agree to cooperate and use their commercially reasonable efforts to provide reasonable assistance prior to Such alternative arrangements may include a subcontracting, sublicensing, subleasing or other similar arrangements under which the Closing Buyer or one of its Affiliates would, in compliance with applicable Law, obtain the benefits under, and, to the extent not achieved prior to first arising after the Closing, for 12 months thereafter (orassume the obligations and bear the economic burdens associated with, in the case of any Specified Shared Contract the subject of services under the Transition Services Agreement, until the expiration or termination of such services under the Transition Services Agreement if later) in effecting the separation of such Specified Shared Contracts solely to the extent related to the Business (with or applicable portion thereof) and under which the applicable Seller Related Party would, upon the Buyer’s or such separated Affiliate’s request, use reasonable best efforts to enforce for the benefit (and at the expense) of the Buyer or such Affiliate any and all of such Seller Related Party’s rights against such Third Party under such Specified Shared Contract solely to the extent related to the Business (or applicable portion thereof), and the Seller or the applicable Seller Related Party would promptly pay to the Buyer or such Affiliate when received all monies received by them from time to time pursuant to such enforcement under such Specified Shared Contracts imposing no material additional solely to the extent related to the Business (or differing obligations applicable portion thereof), after deduction for any costs or expenses incurred by the Seller or the applicable Seller Related Party. (except arising c) With respect to Liabilities, rights and benefits pursuant to, under or relating to a given Specified Shared Contract, relating to occurrences from credit ratings of Buyer or different volume based arrangementsand after the Closing, which such Liabilities, rights and benefits shall be allocated proportionally between the Business Buyer and the retained businesses Seller as follows: (i) If a Liability is incurred, or if a right or benefit is obtained, exclusively in respect of Seller and its Affiliates based on consumption during the 12-month period prior Business or exclusively in respect of the Excluded Business, such Liability, right or benefit shall be allocated to the Closing) than, and otherwise being on substantially the same terms as, the Buyer or its applicable Shared Contract Affiliate (except that the replicated Specified Shared Contract will only pertain to in respect of the Business) or other terms mutually agreeable the Seller or the applicable member of the Seller Group (in respect of the Excluded Business); (ii) If a Liability, right or benefit cannot be so allocated under clause (i) above, such Liability, right or benefit shall be allocated to the Parties in accordance with Buyer or the terms and subject to the conditions set forth herein) and, once so separated, such separated Contract relating to the Business shall be deemed an Assumed Contract hereunder and transferred to, and assumed by, B▇▇▇▇ directly (but no sooner than the Closing); provided, however, it being understood that other than general internal costs, overhead and use of internal personnel and assets or infrastructure, none of Seller, Buyer or any as the case may be, based on the relative proportions of their respective Affiliates or Subsidiaries shall be required to make any payment, commence any litigation or offer or grant any accommodation total benefit received (financial or otherwise) to any third party to separate such Specified Shared Contracts; provided, further, that Seller shall not, and shall cause its Affiliates (including over the Transferred Entities prior to term of the Closing) to not, execute any separated Shared Contract without the prior written consent of Buyer (not to be unreasonably withheld, conditioned or delayed). Further, with respect to any Shared Contract that is not a Specified Shared Contract remaining as of the Closing Date, measured as of the date of the allocation) by the Business or any the Excluded Business (as applicable) under the relevant Specified Shared Contract that has not been separatedContract. Notwithstanding the foregoing, each of the Buyer and the Seller shall be responsible for any or all Liabilities to the extent requested by Buyerrelated to, after the Closing and for 12 months thereafter resulting from, or arising out of its (oror its controlled Affiliates’) direct or indirect breach of, in the case of any such Shared Contract the subject of services under the Transition Services Agreement, until the expiration or termination of such services under the Transition Services Agreement if later), until any separate Contract (if any) is obtained thereforactions under, the Parties shall cooperate with each other and use their commercially reasonable efforts to implement relevant Specified Shared Contract. (d) If the Seller or obtain for Buyer, at no cost to any of Seller, Buyer or their respective Affiliates, an arrangement with respect thereto to provide for Buyer substantially comparable benefits therein (and bear the obligations and burdens thereof) and to otherwise put Buyer and Seller (and their respective Affiliates) in the position they would have been in had the rights and obligations relating to the Business under such Shared Contract been transferred and assumed directly at the Closing (i.e., without limiting that all Liabilities thereunder to the extent relating to the Business nevertheless constitute Assumed Liabilities for all purposes of this Agreement). In furtherance of the foregoing, if any member of the Seller Group, on the one hand, or the Buyer or any member of its Affiliates (including the Transferred Entities)Seller Group, on the other hand, receives any benefit or payment that under any Specified Shared Contract was intended for that relate to the otherBusiness (or applicable portion thereof) or the Excluded Business (or applicable portion thereof), respectively, the Seller and the Buyer shall(as applicable) shall use their respective reasonable best efforts to, and shall to cause their respective controlled Affiliates to, promptly (and in any event, within five (5) Business Days) deliver such benefit or payment to the other party. (e) The Shared Contracts set forth on Schedule 6.1(e) (such Shared Contracts, net collectively, the “Retained Shared Contracts”) shall initially be Excluded Assets. For a period of 75 days after the Closing Date, the Seller shall not waive, amend, or otherwise modify any Taxes imposed on rights under the recipient Retained Contracts to the extent related to the Business without the prior written consent of the Buyer. If the Buyer notifies the Seller within 75 days after the Closing Date that the Buyer desires to be assigned the portion of a Retained Shared Contract related to the Business, it shall so notify the Seller in writing and upon delivery of such written notice to the Seller, and Section 6.1(a) through Section 6.1(d) shall apply mutatis mutandis; provided that “Closing Date” therein shall refer to the date of such written notice to the Seller. If the Buyer does not provide such notice of assignment within 75 days after the Closing Date, the Seller shall have a right to terminate, waive, amend or modify all or any rights under the Retained Shared Contracts and shall have no further obligations to the Buyer in respect of such benefit Retained Shared Contracts or paymentany rights thereunder.

Shared Contracts. (a) Seller and Purchaser acknowledge that Seller and/or its Subsidiaries are parties to certain vendor or supply Contracts (collectively, the “Shared Contracts”) that relate in part to both (i) the operations or conduct of the Business and (ii) the operations or conduct of the Retained Businesses. Such Shared Contracts are set forth on Schedule 5.14. Subject to applicable Law, unless Seller or its Affiliates are party to one applicable Subsidiary and Purchaser otherwise agree or more Shared Contracts, including the Shared Contracts set forth on Section 4.13(a)(xiii) benefits of the Disclosure Schedule. For the avoidance of doubt, to the extent Seller or Buyer identifies any Shared Contract after described in this Section 5.14(a) are otherwise expressly conveyed to the applicable party pursuant to this Agreement Date or any other Transaction Document, Seller or its applicable Subsidiary and Purchaser shall cooperate with each other and use their respective commercially reasonable efforts prior to the Closing to cause each Shared Contract (other than any Shared Contract that is not set forth on Section 4.13(a)(xiiiimmaterial to the Business) of the Disclosure Schedule, such Shared Contract shall be automatically, and without any further action on the part of either Party, be deemed added to Section 4.13(a)(xiii) of the Disclosure Schedule for purposes of this Section 6.08. Within 45 days following the Agreement Date, B▇▇▇▇ and Seller shall cooperate and mutually agree (in each case, acting reasonably and in good faith) on the Shared Contracts to be treated as ‘Specified Shared Contracts’ hereunder apportioned (the “Specified Shared Contracts”). Seller and Buyer shall use including by using their respective commercially reasonable efforts to have obtain the Specified Approval of such counterparty to enter into a new contract or amendment, or splitting or assigning in relevant part such Shared Contracts separated into separate Contracts Contract), effective as of the Closing, between Seller or its applicable Subsidiary and the Company, pursuant to which Seller or its applicable third party Subsidiary will assume all of the rights and each obligations under such Shared Contract to the extent relating to the Retained Businesses, on the one hand, and the Company will assume all of (a) the business retained by Seller rights and its Affiliates and (b) obligations under such Shared Contract to the Business (including extent relating to the Transferred Entities). The Parties agree to cooperate Business, on the other hand and use their commercially reasonable efforts to, as soon as practicable, terminate the Purchaser or Company portion of such Shared Contract and to provide reasonable assistance enter into a new Contract with the Company in respect of such portion, such new Contract (a “Replacement Contract”) being effective as of the Closing Date and limited to the Business but otherwise on substantially similar terms to those that existed under the applicable Shared Contract or on terms that are at least no less favorable than current market terms offered by such counterparty to the Shared Contract. To the extent a Replacement Contract has not been concluded for a Shared Contract prior to the Closing andDate, the Seller and the Purchaser shall, in good faith, enter into a subcontract or sublicensing arrangement for the Business to continue to receive such services until the extent earlier of (x) the natural expiration of such Contract but not achieved prior to exceed six (6) months from the Closing Date or (y) the Company’s entry into a Replacement Contract. From and after the Closing, for 12 months thereafter (or1) the Purchaser or the Company shall reimburse, in indemnify and hold harmless Seller and its Subsidiaries against all Covered Losses arising from or relating to the case portion of any Specified Shared Contract apportioned to the subject of services under Business, (2) the Transition Services AgreementSeller shall reimburse, until indemnify and hold harmless Purchaser and its Subsidiaries (including the expiration or termination of such services under the Transition Services Agreement if laterCompany) in effecting the separation of such Specified Shared Contracts (with such separated Specified Shared Contracts imposing no material additional or differing obligations (except against all Covered Losses arising from credit ratings or relating to the portion of Buyer or different volume based arrangements, which shall be allocated proportionally between any Shared Contract apportioned to the Retained Business and the retained businesses of (3) Seller and its Affiliates based on consumption during shall not amend the 12-month period prior to the Closing) than, and otherwise being on substantially the same terms as, the applicable of any Shared Contract (except in a manner that the replicated Specified Shared Contract will only pertain to the Business) or other terms mutually agreeable to the Parties in accordance with the terms would materially and subject to the conditions set forth herein) and, once so separated, such separated Contract relating to adversely affect the Business shall be deemed an Assumed Contract hereunder and transferred to, and assumed by, B▇▇▇▇ directly (but no sooner than the Closing); provided, however, it being understood that other than general internal costs, overhead and use of internal personnel and assets or infrastructure, none of Seller, Buyer or any of their respective Affiliates or Subsidiaries shall be required to make any payment, commence any litigation or offer or grant any accommodation (financial or otherwise) to any third party to separate such Specified Shared Contracts; provided, further, that Seller shall not, and shall cause its Affiliates (including the Transferred Entities prior to the Closing) to not, execute any separated Shared Contract without the prior written consent of Buyer Purchaser (not to be unreasonably withheld, conditioned or delayed). Further. (b) Notwithstanding anything in this Agreement to the contrary, with respect any apportionment to Purchaser of any Shared Contract that is shall require Approval of a third party shall be made subject to such Approval being obtained, and Seller and its Subsidiaries shall not be required to agree to any arrangement or take any action in connection with the matters contemplated by Section 5.14(a) that would (i) constitute a Specified Shared Contract breach or any Specified Shared Contract that has not been separated, to the extent requested by Buyer, after the Closing and for 12 months thereafter (or, other contravention in the case respect of any such Shared Contract the subject of services under the Transition Services AgreementContract, until the expiration (ii) be ineffective, void or termination of such services under the Transition Services Agreement if later), until any separate Contract (if any) is obtained therefor, the Parties shall cooperate with each other and use their commercially reasonable efforts to implement or obtain for Buyer, at no cost to any of Seller, Buyer or their respective Affiliates, an arrangement with respect thereto to provide for Buyer substantially comparable benefits therein (and bear the obligations and burdens thereof) and to otherwise put Buyer and Seller (and their respective Affiliates) in the position they would have been in had the rights and obligations relating to the Business under such Shared Contract been transferred and assumed directly at the Closing (i.e., without limiting that all Liabilities thereunder to the extent relating to the Business nevertheless constitute Assumed Liabilities for all purposes of this Agreement). In furtherance of the foregoing, if any member of the Seller Group, on the one handvoidable, or Buyer (iii) adversely affect the contractual rights of Seller or its Subsidiaries or any of its Affiliates their respective officers, directors, agents or Affiliates. If any such third-party Approval referred to in this Section 5.14 is not obtained prior to Closing, the Closing shall nonetheless take place subject only to the satisfaction or waiver of the conditions set forth in Article VII. (including the Transferred Entities), on the other hand, receives any benefit or payment that under any Shared Contract was intended for the other, c) The Seller and Buyer shall, and shall cause their respective its Affiliates toto following the Closing Date, promptly (provide access to Purchaser to all relevant books, records and other documents and information in any event, within five (5) Business Days) deliver such benefit or payment relation to the other party, net Purchaser or Company portion of any Taxes imposed on Shared Contract as the recipient Purchaser may reasonably require. (d) Solely to the extent related to the Business, Seller shall promptly forward to Purchaser a copy of all correspondence, notice or any other document or items received, or sent, with respect to the Shared Contract; provided, that, for the avoidance of doubt, Purchaser and its Affiliates may not contact any counterparty to a Shared Contract or any of such counterparty’s Affiliates without the prior written consent of the Seller (including review of any documentation or information proposed to be sent to such benefit counterparty). (e) Upon the entry into a Replacement Contract for any Shared Contract, any contractual arrangements between the parties hereto in accordance with Section 5.14(a), if any, shall automatically terminate or paymentbe discontinued, as the case may be and (i) Seller and its Affiliates shall owe no further obligations to Purchaser or its Affiliates with respect thereto and (ii) Purchaser and its Affiliates shall owe no further obligations to Seller or its Affiliates with respect thereto.

Shared Contracts. Seller (a) Following the date hereof, the Parties shall use reasonable efforts to enter into or its Affiliates are to grant, and to cause each third party counterparty to one or more a Shared Contracts, including the Shared Contracts Contract that is set forth on in Section 4.13(a)(xiii) 6.12, of the Disclosure Schedule. For the avoidance of doubt, to the extent Seller or Buyer identifies any Shared Contract after the Agreement Date that is not set forth on Section 4.13(a)(xiii) of the Disclosure Schedule, such Shared Contract shall be automatically, and without any further action on the part of either Party, be deemed added to Section 4.13(a)(xiii) of the Disclosure Schedule for purposes of this Section 6.08. Within 45 days following the Agreement Date, B▇▇▇▇ and Seller shall cooperate and mutually agree Schedules (in each case, acting reasonably and in good faith) on the Shared Contracts to be treated as ‘Specified Shared Contracts’ hereunder (the a “Specified Shared ContractsContract”) to enter into or to grant, any new agreements, bifurcations or consents as are reasonably necessary to permit Purchaser to operate the Business on an independent basis following the Closing, derive those claims, rights and benefits, and to assume any obligations and economic burdens, as each such Person derives from such Specified Shared Contract immediately prior to the Closing (such portion of the claims, rights benefits, obligations and economic burdens that are related to the Business, is referred to herein as the “Business Portion” and such portion of the claims, rights, benefits, obligations and economic burdens that are related to Seller and the other members of Seller Group and their respective subsidiaries and their businesses (other than the Business), is referred to herein as the “Non-Business Portion”). If, on the Closing Date, any such third party agreement, bifurcation or consent, as the case may be, is not obtained with respect to a Specified Share Contract, Seller and Buyer shall Purchaser shall, for a period of twelve (12) months following the Closing, (a) continue to use commercially reasonable efforts to have the enter into or to grant, and to cause each third party counterparty to such Specified Shared Contracts separated Contract to enter into separate Contracts between the applicable third party and each of (a) the business retained by Seller and its Affiliates and or to grant, any such new agreements, bifurcations or consents, as applicable, (b) cooperate (at their own expense) reasonably and lawfully following the Closing in a mutually acceptable arrangement under which Purchaser, on the one hand, and Seller, on the other hand, would, where commercially reasonable and in compliance with applicable Law, obtain the appropriate claims, rights and benefits and assume and perform the related obligations and bear the related economic burdens of the Business Portion of such Specified Shared Contract (including the Transferred Entities). The Parties agree to cooperate and use their commercially reasonable efforts to provide reasonable assistance prior to the Closing and, to the extent not achieved prior to the Closing, for 12 months thereafter (or, in the case of any Specified Shared Contract Purchaser) and the subject of services under the Transition Services Agreement, until the expiration or termination of such services under the Transition Services Agreement if later) in effecting the separation Non-Business Portion of such Specified Shared Contracts Contract (with in the case of Seller), including by means of subcontracting, sublicensing or subleasing arrangements, or enforcement by the party to such separated Specified Shared Contracts imposing no material additional Contract for the benefit (and at the expense) of Purchaser or differing obligations any of its subsidiaries, or Seller that is an intended beneficiary thereof pursuant to this Section 6.12 and (except arising from credit ratings of Buyer or different volume based arrangementsc) pay, which shall reimburse and/or otherwise be allocated proportionally between responsible for the Business Portion of all license fees payable to any licensor by any of the foregoing or their respective Subsidiaries under any such Specified Shared Contract on a pro rata basis (based on the relative proportions of such license fee attributable to the Business Portion and Non-Business Portion of such Specified Shared Contract). (b) Notwithstanding anything else set forth in this Section 6.12, neither Party nor any of its Affiliates shall (i) be required to take any action pursuant to Section 6.12(a) that would (x) result in a violation of any obligation which such Party or its Affiliates has to any third party, (y) constitute a breach or violation of any applicable Law (whether by operation of law or otherwise), or (z) adversely affect the retained businesses rights of Seller Purchaser and its Affiliates based on consumption during the 12-month period prior to the Closing) than, and otherwise being on substantially the same terms as, the applicable Shared Contract thereunder (except that the replicated Specified Shared Contract will only pertain to the Business) or other terms mutually agreeable to the Parties in accordance with the terms and subject to the conditions set forth herein) and, once so separated, such separated Contract relating to the Business shall be deemed an Assumed Contract hereunder and transferred to, and assumed by, B▇▇▇▇ directly (but no sooner than the Closing); provided, however, it being understood that other than general internal costs, overhead and use of internal personnel and assets or infrastructure, none of Seller, Buyer or any of their respective Affiliates or Subsidiaries shall be required to make any payment, commence any litigation or offer or grant any accommodation (financial or otherwise) to any third party to separate such Specified Shared Contracts; provided, further, that Seller shall not, and shall cause its Affiliates (including the Transferred Entities prior to the Closing) to not, execute any separated Shared Contract without unless the prior written consent of Buyer Purchaser has been obtained), (not ii) be obligated to pay (or cause to be unreasonably withheldpaid) (x) fees, conditioned costs or delayed). Furtherexpenses in connection with their obligations under Section 6.12(a) (other than immaterial administrative or legal costs and expenses) or (y) any consideration to any third party who is requested to enter into or to grant any such new agreements, bifurcations or consents, or (iii) be required to take any action in connection with respect to any Shared Contract that is not a Specified Shared Contract Contract. 249717839 v15 (c) If the arrangements in Section 6.12(a) cannot be made or any completed in respect of a Specified Shared Contract that has not been separatedwithin the period of twelve (12) months following the Closing, at Purchaser’s request, Seller may (at Seller’s expense) seek to terminate the extent requested by Buyer, after the Closing and for 12 months thereafter (or, in the case of any such relevant Specified Shared Contract save in circumstances where material or unreasonable termination fees would apply. In the subject of services under event that the Transition Services Agreement, until the expiration or termination of such services under the Transition Services Agreement if later), until any separate Contract (if any) is obtained therefor, the Parties shall cooperate with each other and use their commercially reasonable efforts to implement or obtain for Buyer, at no cost to any of Seller, Buyer or their respective Affiliates, an arrangement with respect thereto to provide for Buyer substantially comparable benefits therein (and bear the obligations and burdens thereof) and to otherwise put Buyer and Seller (and their respective Affiliates) in the position they would have been in had the rights and obligations relating to the Business under such Specified Shared Contract been transferred and assumed directly at cannot be so terminated (or Purchaser does not make the Closing (i.e., without limiting that all Liabilities thereunder request to the extent relating to the Business nevertheless constitute Assumed Liabilities for all purposes of this Agreementso terminate). In furtherance of the foregoing, if any member of the Seller Group, on the one hand, or Buyer or any of its Affiliates (including the Transferred Entities), on the other hand, receives any benefit or payment that under any Shared Contract was intended for the other, Seller and Buyer shallPurchaser shall cooperate and make such other arrangements between them, on terms reasonably satisfactory to Purchaser, as are permitted by the Specified Shared Contract to implement so far as possible the effective transfer of the benefit and shall cause their respective Affiliates to, promptly (and in any event, within five (5) Business Days) deliver such benefit or payment burden of the Specified Shared Contract to the other party, net of any Taxes imposed on the recipient of any such benefit or paymentPurchaser.

Shared Contracts. Seller or its Affiliates are party to one or more Shared Navistar and the Company acknowledge that certain Contracts, including the Shared Contracts set forth which are identified on Section 4.13(a)(xiii) of the Disclosure Schedule. For the avoidance of doubt, to the extent Seller or Buyer identifies any Shared Contract after the Agreement Date that is not set forth on Section 4.13(a)(xiii) of the Disclosure Schedule, such Shared Contract shall be automatically, and without any further action on the part of either Party, be deemed added to Section 4.13(a)(xiii) of the Disclosure Schedule for purposes of this Section 6.08. Within 45 days following the Agreement Date, B▇▇▇▇ and Seller shall cooperate and mutually agree (in each case, acting reasonably and in good faith) on the Shared Contracts to be treated as ‘Specified Shared Contracts’ hereunder 8.11 (the “Specified Shared Contracts”). Seller , are utilized by one or more Subject Companies and Buyer shall use commercially reasonable efforts to have one or more members of the Specified Shared Contracts separated into separate Contracts between the applicable third party and each of Navistar Group but are held by (a) the business retained by Seller and its Affiliates and (b) the Business (including the Transferred Entities). The Parties agree to cooperate and use their commercially reasonable efforts to provide reasonable assistance prior to the Closing and, to the extent not achieved prior to following the Closing, for 12 months thereafter will continue to be held by) the Navistar Group (orexcluding any Contracts relating to goods, in products or services that are contemplated to be provided to the case of any Specified Shared Contract the subject of services under the Transition Services Agreement, until the expiration or termination of such services Company and its Subsidiaries under the Transition Services Agreement if lateror the Supply Agreement and identified as such on Schedule 8.11). From the Closing Date until the fifth (5th) anniversary of the Closing Date, (a) the Parties shall cooperate with each other (i) in effecting any reasonable and lawful arrangements designed to provide to the separation Subject Companies the benefits and Liabilities of use and ownership of such Specified Shared Contracts (with such separated Specified Shared Contracts imposing no material additional or differing obligations (except arising from credit ratings of Buyer or different volume based arrangements, which shall be allocated proportionally between the Business and the retained businesses of Seller and its Affiliates based on consumption during the 12-month period prior Contract to the Closing) than, and otherwise being on substantially same extent that the same terms as, Defense Businesses derived a benefit or incurred Liabilities therefrom as of the applicable Closing Date (including with respect to the protection of the Navistar Group in the event of a breach of any Shared Contract (except that the replicated Specified Shared Contract will only pertain to the Business) or other terms mutually agreeable to the Parties in accordance with the terms and subject to the conditions set forth herein) and, once so separated, such separated Contract relating to the Business shall be deemed an Assumed Contract hereunder and transferred to, and assumed by, B▇▇▇▇ directly (but no sooner than by a Subject Company following the Closing); provided, however, it being understood that other than general internal costs, overhead and use of internal personnel and assets or infrastructure, none of Seller, Buyer or any of their respective Affiliates or Subsidiaries shall be required to make any payment, commence any litigation or offer or grant any accommodation and/or (financial or otherwiseii) to obtain any third party consents that are reasonably necessary to separate such Specified Shared Contracts; provided, further, that Seller shall notpermit the Subject Companies to continue to derive the benefits from, and shall cause its Affiliates (including assume the Transferred Entities prior to obligations under, each Shared Contract on an independent basis following the Closing, (b) to not, execute any separated if such Shared Contract is with a third party, without the prior written consent of Buyer the Investor (not to be unreasonably withheld, conditioned or delayed). Further, the Navistar Group shall not voluntarily terminate or amend, modify or supplement in any manner materially adverse to the applicable Subject Company (or that would have been materially adverse to the Defense Business had the Contemplated Transactions not occurred) and shall (and shall use commercially reasonable efforts to cause any counter-party to) renew such Shared Contract upon its expiration on substantially similar terms, (c) the Navistar Group shall continue to perform the obligations under any Shared Contract with a third party in the ordinary course of business consistent with past practice, (d) the Navistar Group shall give prompt written notice to the Company of any event, fact or circumstance that, with or without notice, lapse of time or both, would or would reasonably be expected to constitute a default of or breach under any such Shared Contract and (e) Investor and the Navistar Group shall reasonably cooperate to find a solution with respect to such Shared Contract reasonably promptly following the Closing Date (which shall, in any event require that the Navistar Group use commercially reasonable efforts to assist Navistar Defense in any efforts Navistar Defense may undertake to enter into new agreements in substitution for the Shared Contracts provided, that none of Navistar or its Affiliates (including the Subject Companies) shall enter into any Contract, amend or terminate any Contract, make any payment or grant any concession or waiver (or permit any Subject Company to make take any of the foregoing actions), in each case for the purpose of obtaining any consent, waiver or approval, without the prior written consent of Investor (such consent, with respect to Upfront Consent Costs, not to be unreasonably withheld, conditioned or delayed). Navistar will bear 100% of the first $1,000,000 of Upfront Consent Fees incurred in connection with obtaining, making, giving, filing or seeking any Shared Contract that is not a Specified Shared Contract such consents, approvals, notices, filings or any Specified Shared Contract that has not been separated, to waivers (however called) (other than in connection with the extent requested by Buyer, after the Closing and for 12 months thereafter (or, in the case provision of any such Shared Contract the subject of services under the Transition Services Agreement, until which shall be governed by the expiration Transition Services Agreement, or termination the Supply Agreement, which shall be governed by the Supply Agreement, in each case, which shall not be taken into account in determining such $1,000,000 threshold); provided that any upfront license fees with respect to the Shared Contracts that are not fees payable to obtain the consent or waiver or approval (however called) with respect to the Shared Contract arrangement (e.g. upfront license fees payable based on the counterparty’s contracting terms) shall be borne by the Subject Companies and not Navistar; provided, further, that if such Upfront Consent Costs (together with any Upfront Consent Costs to be borne by Navistar pursuant to Section 8.4.3) would exceed $1,000,000 in the aggregate, and the Investor consents thereto, Navistar shall bear 28.57% of such Upfront Consent Costs to the extent in excess of $1,000,000 in the aggregate (together with any Upfront Consent Costs to be borne by Navistar pursuant to Section 8.4.3) and the Company shall bear the remainder of such Upfront Consent Costs to the extent in excess of $1,000,000 in the aggregate (together with any Upfront Consent Costs borne by Navistar pursuant to Section 8.4.3). Notwithstanding the foregoing, and for the avoidance of doubt, the Company shall bear (other than in connection with the provision of any services under the Transition Services Agreement if later)Agreement, until any separate Contract which shall be governed by the Transition Services Agreement, or the Supply Agreement, which shall be governed by the Supply Agreement) 100% of (if any1) is obtained therefor, subject to the Parties shall cooperate with each other allocation of benefits and use their commercially reasonable efforts to implement or obtain for Buyer, at no cost to any of Seller, Buyer or their respective Affiliates, an arrangement with respect thereto to provide for Buyer substantially comparable benefits therein (and bear the obligations and burdens thereof) and to otherwise put Buyer and Seller (and their respective Affiliates) Liabilities in the position they would have been in had the rights and obligations relating to the Business second sentence of this Section 8.11, any other costs, fees or expenses under such Shared Contracts, including any maintenance, ongoing, operational or similar fees, costs or expenses and (2) the fees, costs or expenses of a Subject Company entering into a Contract been transferred or license to obtain services or products provided under a Contract or license that is not being assigned to a Subject Company at Closing and assumed directly at for which the Closing (i.e., without limiting that all Liabilities thereunder counterparty requires such Subject Company to the extent relating to the Business nevertheless constitute Assumed Liabilities for all purposes of this Agreement)have its own Contract or license. In furtherance of Notwithstanding the foregoing, if in the event of any member of the Seller Groupinconsistency between this Section 8.11 and Section 8.20, on the one hand, or Buyer or any of its Affiliates (including the Transferred Entities), on the other hand, receives any benefit or payment that under any Shared Contract was intended for the other, Seller and Buyer shall, and Section 8.20 shall cause their respective Affiliates to, promptly (and in any event, within five (5) Business Days) deliver such benefit or payment govern all procedures with respect to the other party, net of any Taxes imposed on the recipient of any such benefit or paymentIsraeli Offset Agreement.

Shared Contracts. (a) From the date hereof until the Closing, (i) Purchaser shall, with reasonable assistance from the Seller or its Affiliates are party to one or more Shared Contractswith respect thereto, including the Shared Contracts set forth on Section 4.13(a)(xiii) of the Disclosure Schedule. For the avoidance of doubt, to the extent Seller or Buyer identifies any identify each Shared Contract after to which Purchaser desires for the Agreement Date that is not set forth on Section 4.13(a)(xiii) of Business to continue its commercial relationship with the Disclosure Schedule, counterparty to such Shared Contract shall and for such Shared Contract to be automatically, and without any further action on subject to the part of either Party, be deemed added to Section 4.13(a)(xiii) of the Disclosure Schedule for purposes provisions of this Section 6.08. Within 45 days following the Agreement Date7.19 (each, B▇▇▇▇ a “Designated Shared Contract”) and (ii) Purchaser shall use, and shall cause its Affiliates to use, commercially reasonable efforts (and Seller shall cooperate and mutually agree (in each case, acting reasonably and in good faith) on the Shared Contracts to be treated as ‘Specified Shared Contracts’ hereunder (the “Specified Shared Contracts”). Seller and Buyer shall use commercially reasonable efforts to have the Specified Shared Contracts separated into separate Contracts between the applicable third party and each of (a) the business retained by Seller faith cooperate with Purchaser and its Affiliates and (bin such efforts) to negotiate with the Business (including the Transferred Entities). The Parties agree counterparty to cooperate and use their commercially reasonable efforts to provide reasonable assistance prior to the Closing and, to the extent not achieved prior to the Closing, for 12 months thereafter (or, in the case of any Specified each Designated Shared Contract a new Contract with Purchaser or any designee of Purchaser in order for Purchaser or its designee to receive the subject of services under rights and benefits and bear the Transition Services Agreement, until the expiration or termination burdens and obligations of such services under the Transition Services Agreement if later) in effecting the separation of such Specified Designated Shared Contracts (with such separated Specified Shared Contracts imposing no material additional or differing obligations (except arising from credit ratings of Buyer or different volume based arrangements, which shall be allocated proportionally between the Business and the retained businesses of Seller and its Affiliates based on consumption during the 12-month period prior to the Closing) than, and otherwise being on substantially the same terms as, the applicable Shared Contract (except that the replicated Specified Shared Contract will only pertain to the Business) or other terms mutually agreeable to the Parties in accordance with the terms and subject to the conditions set forth herein) and, once so separated, such separated Contract relating to the Business shall be deemed an Assumed (each such new Contract hereunder and transferred towith Purchaser or any designee thereof, and assumed by, B▇▇▇▇ directly (but no sooner than the Closinga “New Contract”); provided, however, it being understood that other than general internal costsa New Contract will not necessarily contain the same terms as the Shared Contract to which it relates, overhead and use no such New Contract shall take effect prior to the Closing; provided that no member of internal personnel and assets or infrastructure, none of Seller, Buyer or any of their respective Affiliates or Subsidiaries the Seller Group shall be required to make (w) pay any paymentconsideration therefor, commence (x) commence, defend or participate in any litigation or Action, (y) offer or grant any accommodation (financial or otherwise) to any third party to separate such Specified Shared Contracts; providedin connection therewith or (z) unreasonably interfere with any customer relationship of the Seller or any of its Affiliates. (b) If, further, that Seller shall not, and shall cause its Affiliates (including the Transferred Entities prior to the Closing) to notClosing Date, execute any separated Shared Contract without the prior written consent of Buyer (not to be unreasonably withheld, conditioned or delayed). FurtherPurchaser is unable, with respect to any Designated Shared Contract that is not a Specified Shared Contract or any Specified Shared Contract that has not been separatedContract, to the extent requested by Buyerobtain a New Contract in respect of such Designated Shared Contract, after then for a period of six (6) months following the Closing and for 12 months thereafter Date: (or, in the case of any such Shared Contract the subject of services under the Transition Services Agreement, until the expiration or termination of such services under the Transition Services Agreement if later), until any separate Contract (if anyi) is obtained therefor, the Parties Purchaser shall cooperate with each other and continue to use their commercially reasonable efforts to implement cause the counterparty to such Designated Shared Contract to enter into such a New Contract and (ii) until the earlier of the expiration of such six (6) month period and such time as such a New Contract is executed, Purchaser and the Seller shall use commercially reasonable efforts to secure an alternative arrangement reasonably satisfactory to both parties (such arrangement complying with this Section 7.19(b), a “Designated Shared Contract Arrangement”) under which the Seller would, in compliance with applicable Law, provide Purchaser or obtain for Buyerits Affiliates with the rights, at no cost to any of Sellerbenefits, Buyer or their respective Affiliates, an arrangement with respect thereto to provide for Buyer substantially comparable benefits therein (and bear the obligations and burdens thereof) and to otherwise put Buyer and Seller (and their respective Affiliates) in the position they would have been in had the rights burden and obligations of such Designated Shared Contract relating to the Business under such Shared that Purchaser would be placed in a substantially similar position as if such a New Contract had been transferred and assumed directly at the Closing (i.e., without limiting that all Liabilities thereunder to the extent relating to the Business nevertheless constitute Assumed Liabilities for all purposes of this Agreement)executed. In furtherance of the foregoing, if (A) Purchaser shall, or shall cause a designee to, promptly pay, perform or discharge when due any Liability arising under any Designated Shared Contract from and after the Closing Date to the extent that such Liability relates to rights and benefits under such Designated Shared Contract that Purchaser or its designee receives pursuant to the immediately preceding sentence and (B) the Seller shall hold in trust for and pay to Purchaser (or its designee) all income, proceeds and other consideration received by the Seller or any of its Affiliates to the extent related to such Designated Shared Contract in connection with any such Designated Shared Contract Arrangement. Purchaser shall indemnify and hold harmless each member of the Seller Group, on their Affiliates and their respective Representatives from and against any and all Losses arising out of or relating to any Designated Shared Contract held by such Person for the one hand, benefit of Purchaser or Buyer or any of its Affiliates (including pursuant to and arising during the Transferred Entities), on the other hand, receives term of any benefit or payment that under any related Designated Shared Contract was intended for the other, Seller and Buyer shall, and shall cause their respective Affiliates to, promptly (and in any event, within five (5) Business Days) deliver such benefit or payment to the other party, net of any Taxes imposed on the recipient of any such benefit or paymentArrangement.

Shared Contracts. (a) Purchaser acknowledges that Seller or its Affiliates are a party to, or beneficiary of, Contracts involving third parties which relate in part to the Business, on the one hand, and in part to the Seller Business or more the business or operations of any of Seller’s Affiliates, on the other hand (each, a “Shared Contracts, including the Shared Contracts set forth on Section 4.13(a)(xiii) of the Disclosure Schedule. For Contract” and for the avoidance of doubt, not including the intercompany agreements which are addressed in Section 5.19), and a true and correct list of (i) each Shared Contract, other than any Shared Contract in respect of information technology services with an annual aggregate spend exceeding $10,000,000, based on year-to-date spending from January 1, 2024 to June 30, 2024 and (ii) each Shared Contract in respect of information technology services that is material to the continuing operation of the Business, is set forth in Section 5.16(a) of the Seller Disclosure Letter. (b) Prior to the Closing, and solely to the extent that Seller or Buyer identifies any Shared Contract after the Agreement Date that is not set forth on Section 4.13(a)(xiii) of the Disclosure SchedulePurchaser are unable, such Shared Contract shall be automatically, and without any further action on the part of either Party, be deemed added to Section 4.13(a)(xiii) of the Disclosure Schedule for purposes of this Section 6.08. Within 45 days following the Agreement Date, B▇▇▇▇ and Seller shall cooperate and mutually agree (in each case, acting reasonably and in good faith) on the Shared Contracts to be treated as ‘Specified Shared Contracts’ hereunder (the “Specified Shared Contracts”). Seller and Buyer shall use despite using commercially reasonable efforts to have the Specified Shared Contracts separated into separate Contracts between the applicable third party and each of (a) the business retained by Seller and its Affiliates and (b) the Business (including the Transferred Entities). The Parties agree to cooperate and use their commercially reasonable efforts to provide reasonable assistance prior to the Closing andas described herein, to effectuate the extent not achieved transactions contemplated by this Section 5.16(b) prior to the Closing, for 12 months thereafter (ora period of two years following the Closing, in the case of any Specified Shared Contract the subject of services under the Transition Services Agreement, until the expiration or termination of such services under the Transition Services Agreement if later) in effecting the separation of such Specified Shared Contracts (with such separated Specified Shared Contracts imposing no material additional or differing obligations (except arising from credit ratings of Buyer or different volume based arrangements, which shall be allocated proportionally between the Business and the retained businesses each of Seller and its Affiliates based on consumption during the 12-month period prior to the Closing) than, and otherwise being on substantially the same terms as, the applicable Shared Contract (except that the replicated Specified Shared Contract will only pertain to the Business) or other terms mutually agreeable to the Parties in accordance with the terms and subject to the conditions set forth herein) and, once so separated, such separated Contract relating to the Business shall be deemed an Assumed Contract hereunder and transferred to, and assumed by, B▇▇▇▇ directly (but no sooner than the Closing); provided, however, it being understood that other than general internal costs, overhead and use of internal personnel and assets or infrastructure, none of Seller, Buyer or any of their respective Affiliates or Subsidiaries shall be required to make any payment, commence any litigation or offer or grant any accommodation (financial or otherwise) to any third party to separate such Specified Shared Contracts; provided, further, that Seller shall not, and shall cause its Affiliates (including the Transferred Entities prior to the Closing) to not, execute any separated Shared Contract without the prior written consent of Buyer (not to be unreasonably withheld, conditioned or delayed). Further, with respect to any Shared Contract that is not a Specified Shared Contract or any Specified Shared Contract that has not been separated, to the extent requested by Buyer, after the Closing and for 12 months thereafter (or, in the case of any such Shared Contract the subject of services under the Transition Services Agreement, until the expiration or termination of such services under the Transition Services Agreement if later), until any separate Contract (if any) is obtained therefor, the Parties shall cooperate with each other and use their commercially reasonable efforts to implement or obtain for Buyer, at no cost to any of Seller, Buyer or their respective Affiliates, an arrangement with respect thereto to provide for Buyer substantially comparable benefits therein (and bear the obligations and burdens thereof) and to otherwise put Buyer and Seller (and their respective Affiliates) in the position they would have been in had the rights and obligations relating to the Business under such Shared Contract been transferred and assumed directly at the Closing (i.e., without limiting that all Liabilities thereunder to the extent relating to the Business nevertheless constitute Assumed Liabilities for all purposes of this Agreement). In furtherance of the foregoing, if any member of the Seller Group, on the one hand, or Buyer or any of its Affiliates (including the Transferred Entities), on the other hand, receives any benefit or payment that under any Shared Contract was intended for the other, Seller and Buyer Purchaser shall, and shall cause their respective Affiliates to, promptly use its and their commercially reasonable efforts to, upon the mutual agreement of Purchaser and Seller, either (i) complete any necessary action to assign the rights and obligations under each Shared Contract, effective as of and contingent upon the Closing, to a Group Company (as designated by Purchaser) or a member of the Seller Group (as designated by Seller), as applicable, (ii) assist Purchaser or Seller, respectively, to establish replacement contracts, contract rights, bids, purchase orders or other agreements between a Group Company or a member of the Seller Group, respectively, on the one hand and any third party which is a counterparty to a Shared Contract, on the other hand (in each case on such terms as are reasonably approved in writing in advance by Purchaser or Seller, as applicable as the party receiving the benefit of such replacement contracts, contract rights, bids, purchase orders or other agreements), or (iii) establish reasonable and lawful arrangements designated to provide Purchaser (or a Group Company as designated by Purchaser) or a member of the Seller Group (as designated by Seller), as applicable, with the rights and obligations under such Shared Contract identified to be assigned to a Group Company or a member of the Seller Group, respectively. Any costs or expenses incurred by any event, within five (5) Business Days) deliver such benefit or payment party with respect to the other party, net treatment of any Taxes imposed on Shared Contracts pursuant to this Section 5.16(b) shall be borne by the recipient party incurring such costs. (c) If a counterparty to any Shared Contract to be assigned to a Group Company or member of Seller Group, as applicable, in accordance with Section 5.16(b)(i) is entitled under the terms of the Shared Contract to consent to or approve of the assignment of such Shared Contract, and such counterparty has not provided such consent or approval as of the Closing for any reason, then Purchaser and Seller shall use their commercially reasonable efforts to promptly develop and implement mutually agreed arrangements (including subcontracting, sublicensing, subleasing or back-to-back agreement) to pass along to, and make available for use by, the applicable Group Company (as designated by Purchaser) or the applicable member of the Seller Group (as designated by Seller), as applicable, the benefit and the liabilities of the portion of any such benefit Shared Contract related to the Business or paymentthe Seller Business, respectively, in each case, to the extent not prohibited under such applicable Shared Contract and applicable Law. If and when any such consent is obtained, the Shared Contract will be assigned to a Group Company or member of Seller Group, as applicable, in accordance with this Section 5.16.

Shared Contracts. (a) Seller or its Affiliates are party applicable Affiliate shall split and partially assign to one Purchaser or more Shared Contractsa Transferred Entity, including or have replicated for the Shared Contracts set forth on Section 4.13(a)(xiii) benefit of Purchaser or a Transferred Entity (which may include providing the Disclosure Schedule. For the avoidance benefits of doubt, to the extent Seller or Buyer identifies any Shared Contract after the Agreement Date that is not set forth on Section 4.13(a)(xiii) of the Disclosure Schedule, such Shared Contract shall be automatically, and without any further action on the part of either Party, be deemed added to Section 4.13(a)(xiii) of the Disclosure Schedule for purposes of this Section 6.08. Within 45 days following the Agreement Date, B▇▇▇▇ and Seller shall cooperate and mutually agree (in each case, acting reasonably and in good faith) on the Shared Contracts to be treated as ‘Specified Shared Contracts’ hereunder (the “Specified Shared Contracts”). Seller and Buyer shall use commercially reasonable efforts to have the Specified Shared Contracts separated into separate Contracts between the applicable third party and each of (a) the business retained by Seller and its Affiliates and (b) the Business (including the Transferred Entities). The Parties agree to cooperate and use their commercially reasonable efforts to provide reasonable assistance prior to the Closing and, to the extent not achieved prior to the Closing, for 12 months thereafter (or, in the case of any Specified Shared Contract the subject of services under the Transition Services Agreement, until the expiration or termination of such services under through the Transition Services Agreement if laterthey are for off-the-shelf IT Assets), in each case, effective as of the Closing, each Shared Contract which may be split and assigned in part to Purchaser or a Transferred Entity or replicated for the benefit of Purchaser or a Transferred Entity pursuant to its terms, without the consent of the counterparty thereto (each, an “Assignable Shared Contract”). (b) in effecting With respect to each Shared Contract that is not an Assignable Shared Contract (each, a “Non-Assignable Shared Contract”), subject to applicable Law, unless Seller or its applicable Subsidiary and Purchaser otherwise agree or the separation benefits of such Specified any Non-Assignable shared Contract are otherwise provided to the applicable party pursuant to the Transition Services Agreement (solely with respect to Shared Contracts (with such separated Specified Shared Contracts imposing no material additional or differing obligations (except arising from credit ratings for off-the-shelf IT Assets), prior to the Closing and for a period of Buyer or different volume based arrangements12 months after the Closing Date, which shall be allocated proportionally between the Business and the retained businesses each of Seller and its Affiliates based on consumption during the 12-month period prior to the Closing) thanPurchaser shall use their commercially reasonable efforts, and otherwise being reasonably cooperate with each other in connection therewith, to cause each Shared Contract to be apportioned (including by using their respective commercially reasonable efforts to obtain the Approval of such counterparty to enter into a new contract on substantially the same terms as, as exist under the applicable Shared Contract (except that the replicated Specified Contract, or to split and assign in relevant part such Shared Contract will only pertain to the Business) or other terms mutually agreeable to the Parties in accordance with the terms and subject to the conditions set forth herein) andContract), once so separated, such separated Contract relating to the Business shall be deemed an Assumed Contract hereunder and transferred to, and assumed by, B▇▇▇▇ directly (but no sooner than effective as of the Closing); provided, however, it being understood that other than general internal costs, overhead between Seller or its applicable Affiliate and use of internal personnel and assets Purchaser (or infrastructure, none of Seller, Buyer or any of their respective Affiliates or Subsidiaries shall be required to make any payment, commence any litigation or offer or grant any accommodation (financial or otherwise) to any third party to separate such Specified Shared Contracts; provided, further, that Seller shall not, and shall cause its Affiliates (including the a Transferred Entities prior to the Closing) to not, execute any separated Shared Contract without the prior written consent of Buyer (not to be unreasonably withheld, conditioned or delayed). Further, with respect to any Shared Contract that is not a Specified Shared Contract or any Specified Shared Contract that has not been separated, to the extent requested by Buyer, after the Closing and for 12 months thereafter (or, in the case of any such Shared Contract the subject of services under the Transition Services Agreement, until the expiration or termination of such services under the Transition Services Agreement if laterEntity), until any separate Contract (if any) is obtained therefor, the Parties shall cooperate with each other and use their commercially reasonable efforts pursuant to implement which Seller or obtain for Buyer, at no cost to any its applicable Affiliate will assume all of Seller, Buyer or their respective Affiliates, an arrangement with respect thereto to provide for Buyer substantially comparable benefits therein (and bear the obligations and burdens thereof) and to otherwise put Buyer and Seller (and their respective Affiliates) in the position they would have been in had the rights and obligations relating to the Business under such Shared Contract been transferred and assumed directly at the Closing (i.e., without limiting that all Liabilities thereunder to the extent relating to the Business nevertheless constitute Assumed Liabilities for all purposes of this Agreement). In furtherance of the foregoing, if any member of the Seller GroupRetained Business, on the one hand, and Purchaser (or Buyer or any a Transferred Entity) will assume all of its Affiliates (including the Transferred Entities)rights and obligations under such Shared Contract to the extent Relating to the Business, on the other hand, receives any benefit or payment that under any Shared Contract was intended for the other, Seller and Buyer shall, and shall cause their respective Affiliates to, promptly (and in any event, within five (5) Business Days) deliver such benefit or payment to the other party, net of any Taxes imposed on the recipient of any such benefit or payment.