Common use of Shared Contracts Clause in Contracts

Shared Contracts. Prior to the Closing, each of the Sellers and the Buyer shall, and shall cause their respective Affiliates to, use their respective reasonable best efforts to obtain from, and to cooperate in obtaining from, and shall, and shall cause their respective Affiliates to, enter into with, each third party to a Shared Contract, either (a) a separate contract or agreement in a form reasonably acceptable to CCR and the Buyer (a “New Contract”) that allocates the rights and obligations of the Sellers and their Affiliates under each such Shared Contract as between the Business, on the one hand, and the retained business of the Sellers and their Affiliates, on the other hand, and which are otherwise substantially similar in all material respects to such Shared Contract, or (b) a contract or agreement in a form reasonably acceptable to CCR and the Buyer effective as of the Closing (the “Partial Assignments and Releases”) that (i) assigns the rights and obligations under such Shared Contract solely to the extent related to the Business and arising after the Closing to the Buyer and (ii) releases the Sellers and their Affiliates from all liabilities or obligations with respect to the Business that arise after the Closing. Any New Contracts that relate to the Business (the “New Business Contracts”) shall be entered into by the Buyer or its Affiliates effective as of the Closing and shall allocate to the Buyer all rights and obligations of the Sellers or their Affiliates (as applicable) under the applicable Shared Contract being replaced to the extent such rights and obligations relate to the Business and arise after the Closing. All purchase commitments under the Shared Contracts shall be allocated under the New Business Contracts or the Partial Assignments and Releases as between the Business, on the one hand, and the retained business of the Sellers and their Affiliates, on the other hand, in an equitable manner that is mutually and reasonably agreed to by the Buyer and the Sellers. In connection with the entering into of New Business Contracts, the parties shall use their reasonable best efforts to ensure that the Sellers and their Affiliates are released by the third party with respect to all liabilities and obligations relating to the Business and arising after the Closing. In the event that any third party under a Shared Contract does not agree to enter into a New Business Contract or Partial Assignment and Release consistent with this Section 5.17, the parties shall in good faith seek mutually acceptable alternative arrangements for purposes of allocating rights and liabilities and obligations under such Shared Contract (provided, that such arrangements shall not result in a breach or violation of such Shared Contract by the Sellers). Such alternative arrangements may include a subcontracting, sublicensing or subleasing arrangement under which the Buyer would, in compliance with Law, obtain the benefits under, and, to the extent first arising after the Closing, assume the obligations and bear the economic burdens associated with, such Shared Contract solely to the extent related to the Business or under which the Sellers would, upon the Buyer’s request, enforce for the benefit (and at the expense) of the Buyer any and all of the Sellers’ rights against such third party under such Shared Contract solely to the extent related to the Business, and the Sellers would promptly pay to the Buyer when received all monies received by them under such Shared Contract solely to the extent related to the Business. The parties also confirm their present intent to continue in the ordinary course of business consistent with past practice to uphold their respective commitments and cost sharing arrangements regarding sponsored marketing properties relating to the Business, to the extent those are mutually agreed upon from time to time. The Sellers shall provide a list of all Material Contracts and Shared Contracts in which such currently existing commitments and cost sharing arrangements are documented, and, with respect to Shared Contracts, which are related to the Business, as soon as reasonably practicable after the date hereof but in any event prior to the Closing and shall promptly notify the Buyer of any contract or agreement entered into between the date hereof and the Closing Date in accordance with Section 5.01 in which any such arrangements are documented and which, had such contract or agreement been entered into prior to the date hereof, would have been a Material Contract required to be set forth on Section 3.12(a) of the Disclosure Schedule or a Shared Contract required to be set forth on Section 3.12(b) of the Disclosure Schedule.

Shared Contracts. Prior (a) Except as otherwise agreed by Sellers and Buyer or as otherwise expressly provided in this Agreement or the Ancillary Agreements (including with respect to any Contract identified by Buyer and Sellers as reasonably necessary for Buyer to continue operation of the Business upon termination of any service provided under the Transition Services Agreement), until the expiration or termination date of the applicable Shared Contract (assuming, for these purposes, that the then-current term in effect as of immediately prior to the ClosingClosing is not renewed or extended), each of the Sellers and the Buyer shall, Parties shall (and shall cause their respective Affiliates to, ) use their respective commercially reasonable best efforts to obtain fromor structure an arrangement for Buyer to receive the rights and benefits, and bear the obligations and burdens, of the portion of such Shared Contract that relates to cooperate in obtaining fromand is allocated to the Business, as reasonably agreed by the Parties, and shallis reasonably necessary for Buyer to continue operation of the Business upon termination of any service provided under the Transition Services Agreement, in each case, as reasonably agreed by the Parties; provided, that Sellers and shall cause their respective Affiliates shall not be required to take any action that would, in the good-faith judgment of Sellers, constitute a breach or other contravention of the rights of any Person(s), be ineffective under, or contravene, applicable Law or any such Shared Contract or adversely affect the contractual rights of Sellers or any of their respective Affiliates. Buyer shall indemnify and hold harmless Sellers and their respective Affiliates for and against all Liabilities (including Tax Liabilities) arising out of or relating to each such arrangement. With respect to any Liability pursuant to, enter into with, each third party under or relating to a any Shared Contract, either (a) a separate contract or agreement in a form reasonably acceptable to CCR and the Buyer (a “New Contract”) that allocates the rights and obligations of the Sellers and their Affiliates under each such Shared Contract as Liability shall be allocated between the Businessapplicable Seller, on the one hand, and the retained business of the Sellers and their AffiliatesBuyer, on the other hand, and which are otherwise substantially similar in all material respects to such Shared Contract, or (b) a contract or agreement in a form reasonably acceptable to CCR and the Buyer effective as of the Closing (the “Partial Assignments and Releases”) that follows: (i) assigns if a Liability is incurred solely in respect of the rights and obligations under Business or the other businesses of such Shared Contract solely Seller, such Liability shall be allocated to Buyer (to the extent related it would otherwise constitute an Assumed Liability) or such Seller (to the Business and arising after the Closing to the Buyer extent it would otherwise constitute an Excluded Liability), and (ii) releases if a Liability cannot be so allocated under clause (i), such Liability shall be allocated to such applicable Seller or Buyer, as the Sellers and their Affiliates from all liabilities or obligations with respect to case may be, based on the Business that arise after the Closing. Any New Contracts that relate to relative proportion of total benefit received by the Business (taking into account the “New Business Contracts”extent to which such Liability would otherwise constitute an Assumed Liability or an Excluded Liability hereunder) and the other businesses of such Seller under the relevant Shared Contract, as reasonably determined by the Parties consistent with this Agreement. Notwithstanding the foregoing, each of Sellers and Buyer shall be entered into by the Buyer responsible for any or all Liabilities arising from its (or its Affiliates effective as Affiliates’) direct or indirect breach of any Shared Contract; provided, that neither Party shall be responsible for any Liabilities that arise from taking any action at the request of the Closing and other Party even if such action constitutes a direct or indirect breach of any Shared Contract. (b) Nothing in this Section 6.13 shall allocate be construed so as to the Buyer all rights and obligations require any of the Sellers Parties or their respective Affiliates to pay money to any Third Party, commence any litigation or offer or grant any accommodation (as applicablefinancial or otherwise) under the applicable Shared Contract being replaced to the extent such rights and obligations relate to the Business and arise after the Closing. All purchase commitments under the Shared Contracts shall be allocated under the New Business Contracts or the Partial Assignments and Releases as between the Business, on the one hand, and the retained business of the Sellers and their Affiliates, on the other hand, any Third Party in an equitable manner that is mutually and reasonably agreed to by the Buyer and the Sellers. In connection with the entering into separation or transfer of, or otherwise in respect of, any Shared Contract. For the avoidance of New Business Contractsdoubt, neither Sellers nor Buyer shall be required to provide credit support for the parties shall use their reasonable best efforts to ensure that the Sellers and their Affiliates are released by the third party with other Party in respect to all liabilities and obligations relating to the Business and arising after the Closing. In the event that any third party under of such other Party’s portion of a Shared Contract does not agree to enter into a New Business Contract or Partial Assignment and Release consistent with this Section 5.17, the parties shall in good faith seek mutually acceptable alternative arrangements for purposes of allocating rights and liabilities and obligations under such Shared Contract (provided, that such arrangements shall not result in a breach or violation of such Shared Contract by the Sellers). Such alternative arrangements may include a subcontracting, sublicensing or subleasing arrangement under which the Buyer would, in compliance with Law, obtain the benefits under, and, to the extent first arising after the Closing, assume the obligations and bear the economic burdens associated with, such Shared Contract solely to the extent related to the Business or under which the Sellers would, upon the Buyer’s request, enforce for the benefit (and at the expense) of the Buyer any and all of the Sellers’ rights against such third party under such Shared Contract solely to the extent related to the Business, and the Sellers would promptly pay to the Buyer when received all monies received by them under such Shared Contract solely to the extent related to the Business. The parties also confirm their present intent to continue in the ordinary course of business consistent with past practice to uphold their respective commitments and cost sharing arrangements regarding sponsored marketing properties relating to the Business, to the extent those are mutually agreed upon from time to time. The Sellers shall provide a list of all Material Contracts and Shared Contracts in which such currently existing commitments and cost sharing arrangements are documented, and, with respect to Shared Contracts, which are related to the Business, as soon as reasonably practicable after the date hereof but in any event prior to the Closing and shall promptly notify the Buyer of any contract or agreement entered into between the date hereof and the Closing Date in accordance with Section 5.01 in which any such arrangements are documented and which, had such contract or agreement been entered into prior to the date hereof, would have been a Material Contract required to be set forth on Section 3.12(a) of the Disclosure Schedule or a Shared Contract required to be set forth on Section 3.12(b) of the Disclosure ScheduleContract.

Shared Contracts. Prior to Following the Closingdate hereof, each of the Sellers and the Buyer shall, and parties hereto shall cause their respective Affiliates to, use their respective commercially reasonable best efforts to obtain fromenter into or to grant, and to cooperate in obtaining from, and shall, and shall cause their respective Affiliates to, enter into with, each third party counterparty to a Shared Contract, either Contract that directly benefit both (ax) a separate contract or agreement in a form reasonably acceptable to CCR the Excluded Assets and (y) the Buyer Business including those set forth on Section 5.28 of the Disclosure Schedules (each a “New Shared Contract”) that allocates to enter into or to grant, any new agreements, bifurcations or consents as are reasonably necessary to permit the rights and obligations of the Sellers Companies and their Affiliates under each such Shared Contract as between the Business, on the one hand, Subsidiaries and the retained business of the Sellers and their Affiliates, as applicable, to, on an independent basis following the Closing, derive those benefits, and to assume any obligations and economic burdens related to such benefits, as each such Person derives from such Shared Contract immediately prior to the Closing. If, on the other handClosing Date, any such third party agreement or consent is not obtained, the Sellers and Purchaser shall, and which are otherwise substantially similar in all material respects Purchaser shall cause the Companies and their Subsidiaries to, (a) continue to use commercially reasonable efforts to enter into or to grant, and to cause each third party counterparty to a Shared Contract to enter into or to grant, any such Shared Contractnew agreements, bifurcations or consents and (b) a contract or agreement cooperate reasonably following the Closing in a form reasonably mutually acceptable to CCR and arrangement under which the Buyer effective as of the Closing (the “Partial Assignments and Releases”) that (i) assigns the rights and obligations under such Shared Contract solely to the extent related to the Business and arising after the Closing to the Buyer and (ii) releases the Sellers Companies and their Affiliates from all liabilities or obligations with respect to the Business that arise after the Closing. Any New Contracts that relate to the Business (the “New Business Contracts”) shall be entered into by the Buyer or its Affiliates effective as of the Closing Subsidiaries and shall allocate to the Buyer all rights and obligations of the Sellers or their Affiliates (as applicable) under the applicable Shared Contract being replaced to the extent such rights and obligations relate to the Business and arise after the Closing. All purchase commitments under the Shared Contracts shall be allocated under the New Business Contracts or the Partial Assignments and Releases as between the Business, on the one hand, and the retained business of the Sellers and their Affiliates, on as applicable, would, where commercially reasonable and in compliance with applicable Law, obtain the other hand, appropriate benefits and assume the related obligations and bear the related economic burdens in an equitable manner that is mutually and reasonably agreed to by respect of the Buyer and the Sellers. In connection with the entering into of New Business Shared Contracts, the parties shall use their reasonable best efforts to ensure that the Sellers and their Affiliates are released including by the third party with respect to all liabilities and obligations relating to the Business and arising after the Closing. In the event that any third party under a Shared Contract does not agree to enter into a New Business Contract or Partial Assignment and Release consistent with this Section 5.17, the parties shall in good faith seek mutually acceptable alternative arrangements for purposes means of allocating rights and liabilities and obligations under such Shared Contract (provided, that such arrangements shall not result in a breach or violation of such Shared Contract by the Sellers). Such alternative arrangements may include a subcontracting, sublicensing or subleasing arrangement under which arrangements, or enforcement by the Buyer would, in compliance with Law, obtain the benefits under, and, party to the extent first arising after the Closing, assume the obligations and bear the economic burdens associated with, such Shared Contract solely to the extent related to the Business or under which the Sellers would, upon the Buyer’s request, enforce for the benefit (and at the expense) of the Buyer each Company or any and all of the Sellers’ rights against such third party under such Shared Contract solely their Subsidiaries, or each Seller or any or their Affiliates (as applicable) that is an intended beneficiary thereof pursuant to the extent related to the Business, and the Sellers would promptly pay to the Buyer when received all monies received by them under such Shared Contract solely to the extent related to the Business. The parties also confirm their present intent to continue in the ordinary course of business consistent with past practice to uphold their respective commitments and cost sharing arrangements regarding sponsored marketing properties relating to the Business, to the extent those are mutually agreed upon from time to time. The Sellers shall provide a list of all Material Contracts and Shared Contracts in which such currently existing commitments and cost sharing arrangements are documented, and, with respect to Shared Contracts, which are related to the Business, as soon as reasonably practicable after the date hereof but in any event prior to the Closing and shall promptly notify the Buyer of any contract or agreement entered into between the date hereof and the Closing Date in accordance with this Section 5.01 in which any such arrangements are documented and which, had such contract or agreement been entered into prior to the date hereof, would have been a Material Contract required to be set forth on Section 3.12(a) of the Disclosure Schedule or a Shared Contract required to be set forth on Section 3.12(b) of the Disclosure Schedule5.28.

Shared Contracts. Prior to the Closing, each of the Sellers and the Buyer shall, and shall cause their respective Affiliates to, use their respective reasonable best efforts to obtain from, and to cooperate in obtaining from, and shall, and shall cause their respective Affiliates to, enter into with, each third party to a Shared Contract, either (a) a separate contract or agreement in a form reasonably acceptable to CCR and the Buyer (a “New Contract”) that allocates the rights and obligations of the Sellers and their Affiliates under each such Shared Contract as between the Business, on the one hand, and the retained business of the Sellers and their Affiliates, on the other hand, and which are otherwise substantially similar in all material respects to such Shared Contract, or (b) a contract or agreement in a form reasonably acceptable to CCR and the Buyer effective as of the Closing (the “Partial Assignments and Releases”) that (i) assigns the rights and obligations under such Shared Contract solely to the extent related to the Business and arising after the Closing to the Buyer and (ii) releases the Sellers and their Affiliates from all liabilities or obligations with respect to the Business that arise after the Closing. Any New Contracts that relate to the Business (the “New Business Contracts”) shall be entered into by the Buyer or its Affiliates effective as of the Closing and shall allocate to the Buyer all rights and obligations of the Sellers or their Affiliates (as applicable) under the applicable Shared Contract being replaced to the extent such rights and obligations relate to the Business (or applicable portion thereof) and arise after the Closing. All purchase commitments under the Shared Contracts shall be allocated under the New Business Contracts or the Partial Assignments and Releases as between the Business, on the one hand, and the retained business of the Sellers and their Affiliates, on the other hand, in an equitable manner that is mutually and reasonably agreed to by the Buyer and the Sellers. In connection with the entering into of New Business Contracts, the parties shall use their reasonable best efforts to ensure that the Sellers and their Affiliates are released by the third party with respect to all liabilities and obligations relating to the Business and arising after the Closing. In the event that any third party under a Shared Contract does not agree to enter into a New Business Contract or Partial Assignment and Release consistent with this Section 5.175.16, the parties shall in good faith seek mutually acceptable alternative arrangements for purposes of allocating rights and liabilities and obligations under such Shared Contract (provided, that such arrangements shall not result in a breach or violation of such Shared Contract by the Sellers). Such alternative arrangements may include a subcontracting, sublicensing or subleasing arrangement under which the Buyer would, in compliance with Law, obtain the benefits under, and, to the extent first arising after the Closing, assume the obligations and bear the economic burdens associated with, such Shared Contract solely to the extent related to the Business or under which the Sellers would, upon the Buyer’s request, enforce for the benefit (and at the expense) of the Buyer any and all of the Sellers’ rights against such third party under such Shared Contract solely to the extent related to the Business, and the Sellers would promptly pay to the Buyer when received all monies received by them under such Shared Contract solely to the extent related to the Business. The parties also confirm their present intent to continue in the ordinary course of business consistent with past practice to uphold their respective commitments and cost sharing arrangements regarding sponsored marketing properties relating to the Business, to the extent those are mutually agreed upon from time to time. The Sellers shall provide a list of all Material Contracts and Shared Contracts in which such currently existing commitments and cost sharing arrangements are documented, and, with respect to Shared Contracts, which are related to the Business, as soon as reasonably practicable after the date hereof but in any event prior to within forty-five (45) days following the Closing date hereof and shall promptly notify the Buyer of any contract or agreement entered into between the date hereof and the Closing Date in accordance with Section 5.01 in which any such arrangements are documented and which, had such contract or agreement been entered into prior to the date hereof, would have been a Material Contract required to be set forth on Section 3.12(a) of the Disclosure Schedule or a Shared Contract required to be set forth on Section 3.12(b) of the Disclosure Schedule.

Shared Contracts. Prior to The Commercial Contracts that are partly associated with the Closing, each of the Sellers and the Buyer shall, and shall cause their respective Affiliates to, use their respective reasonable best efforts to obtain from, and to cooperate in obtaining from, and shall, and shall cause their respective Affiliates to, enter into with, each third party to a Shared Contract, either (a) a separate contract or agreement in a form reasonably acceptable to CCR and the Buyer (a “New Contract”) that allocates the rights and obligations of the Sellers and their Affiliates under each such Shared Contract as between the Business, on the one hand, and the retained business of the Sellers and their Affiliates, on the other hand, and which are otherwise substantially similar in all material respects to such Shared Contract, or (b) a contract or agreement in a form reasonably acceptable to CCR and the Buyer effective as of the Closing (the “Partial Assignments and Releases”) that (i) assigns the rights and obligations under such Shared Contract solely to the extent related to the EL Business and arising after the Closing to the Buyer and (ii) releases the Sellers and their Affiliates from all liabilities or obligations partly with respect to the Business that arise after the Closing. Any New Contracts that relate to the Business (the “New Business Contracts”) shall be entered into by the Buyer or its Affiliates effective as of the Closing and shall allocate to the Buyer all rights and obligations other businesses of the Sellers or their Affiliates affiliates (the “Shared Contracts”) are set out in Part I of Appendix 8. The Sellers shall use their best efforts to have, in close cooperation with the Purchaser, all Shared Contracts divided as applicable) soon as practicable after Closing, by agreeing upon and documenting with the counterparty an appropriate separation of the rights and obligations associated with the EL Business and the rights and obligations associated with other businesses of the Sellers or their affiliates. Until a division of a Shared Contract is agreed and documented by all relevant parties, the Parent Company or the Subsidiary shall remain a party to the Shared Contracts, and the Sellers shall give all reasonable assistance to the Purchaser, at the Purchaser’s request, to exercise or enforce the rights and perform the obligations associated with the EL Business under the applicable Shared Contracts. Without limiting the foregoing, until such division is achieved, the Sellers shall without delay communicate to the Purchaser any customer orders and other orders for delivery of EL Business products as well as all enquiries relating to the EL Business under the Shared Contracts, and the Parties shall agree upon the arrangement whereby the Shared Contract, for the relevant part pertaining to the EL Business, will be performed by the Purchaser (at the cost and for the benefit of the Purchaser but formally in the name of the Sellers). If a Shared Contract being replaced relates to supplies, deliveries or services to the Sellers, the Purchaser shall have the benefit of all outstanding orders relating to the EL Business under such Shared Contracts (a non-exclusive listing of such orders set out in Appendix 2, sheets Open PO’s Espoo and Open PO’s Beaverton), and shall, pursuant to Section 4.2, pay, to the extent such rights and obligations relate required to the Business and arise be paid after the Closing. All purchase commitments under the Shared Contracts shall be allocated under the New Business Contracts or the Partial Assignments and Releases as between the Business, on the one hand, and the retained business of the Sellers and their Affiliates, on the other hand, in an equitable manner that is mutually and reasonably agreed to by the Buyer and the Sellers. In connection with the entering into of New Business ContractsTransfer Date, the parties shall use their reasonable best efforts to ensure that the Sellers and their Affiliates are released by the third party with respect to all liabilities and obligations relating to the Business and arising after the Closingtrade accounts payable set out in Appendix 9. In the event that any third party under Until a Shared Contract does not agree to enter into a New Business Contract or Partial Assignment and Release consistent with this Section 5.17, the parties shall in good faith seek mutually acceptable alternative arrangements for purposes of allocating rights and liabilities and obligations under such Shared Contract (provided, that such arrangements shall not result in a breach or violation division of such Shared Contract by the Sellers). Such alternative arrangements may include a subcontractinghas been achieved, sublicensing or subleasing arrangement under which the Buyer would, in compliance with Law, obtain the benefits under, and, to the extent first arising after the Closing, assume the obligations and bear the economic burdens associated with, such Shared Contract solely to the extent related to the Business or under which the Sellers would, upon shall facilitate that the Buyer’s request, enforce for the benefit Purchaser may (and at the expense) cost of the Buyer any and all Purchaser but formally in the name of the Sellers’ ) order products and otherwise enforce the rights against such third party associated with the EL Business under such Shared Contract solely to Contracts. If there are other contracts (than those identified in Part 1 of Appendix 8), which are partly associated with the extent related to the Business, EL Business and partly with other businesses of the Sellers would promptly pay to or their affiliates, upon request of the Buyer when received all monies received by them under such Shared Contract solely to Purchaser the extent related to the Business. The parties also confirm their present intent to continue in the ordinary course of business consistent with past practice to uphold their respective commitments and cost sharing arrangements regarding sponsored marketing properties relating to the Business, to the extent those are mutually agreed upon from time to time. The Sellers above principles shall provide a list of all Material Contracts and Shared Contracts in which such currently existing commitments and cost sharing arrangements are documented, and, be applied with respect to Shared Contracts, which are related to the Business, as soon as reasonably practicable after the date hereof but in any event prior to the Closing and shall promptly notify the Buyer of any contract or agreement entered into between the date hereof and the Closing Date in accordance with Section 5.01 in which any such arrangements are documented and which, had such contract or agreement been entered into prior to the date hereof, would have been a Material Contract required to be set forth on Section 3.12(a) of the Disclosure Schedule or a Shared Contract required to be set forth on Section 3.12(b) of the Disclosure Schedulecontracts.

Shared Contracts. Prior (a) Any Contract that relates to both the Fortune Brands Business and the H&S Business (each such Contract, a “Shared Contract”) shall be handled as contemplated by Section 6.2(d) unless Fortune Brands determines, in its sole discretion, that it is desirable to partially assign such Shared Contract as contemplated by Section 6.2(b) or to amend such Shared Contract as contemplated by Section 6.2(c). (b) If any Shared Contract can be partially assigned by its terms and Fortune Brands determines, in its sole discretion, that it is so desirable with respect to such Shared Contract, Fortune Brands shall assign such Shared Contract in part to H&S, or another H&S Party designated by H&S, so that the H&S Parties will be entitled to the Closingbenefits and rights relating to the H&S Business and will assume their related portion of any Liabilities under such Shared Contract. If any such partial assignment requires the consent or approval of any Third Party or any other required action, each the partial assignment of such Shared Contract shall be effected in accordance with the Sellers terms of this Agreement, if and the Buyer when such consent or approval is obtained or such other required action has been taken. (c) If Fortune Brands determines, in its sole discretion, that it is so desirable with respect to any Shared Contract, Fortune Brands and H&S shall, and shall cause their respective Affiliates the applicable Fortune Brands Parties and H&S Parties to, cooperate and use their respective commercially reasonable best efforts to obtain fromenter into an arrangement with the counterparty to such Shared Contract to amend such Shared Contract so as to delete all obligations therefrom (i) to the extent that such obligations relate to the Fortune Brands Business, and enter into a new Contract with the applicable counterparty which solely relates to cooperate the Fortune Brands Business, on substantially equivalent terms and conditions as are then in obtaining fromeffect under such Shared Contract, or (ii) to the extent that such obligations relate to the H&S Business, and enter into a new Contract with the applicable counterparty which solely relates to the H&S Business, on substantially equivalent terms and conditions as are then in effect under such Shared Contract. (d) With respect to each Shared Contract that is not partially assigned or amended as contemplated by Section 6.2(b) or Section 6.2(c), Fortune Brands and H&S shall, and shall cause their respective Affiliates the applicable Fortune Brands Parties and H&S Parties to, enter into withcooperate in any lawful and reasonable arrangement, each third party to a the extent so permitted under the terms of such Shared Contract and applicable law: (i) to provide the applicable Fortune Brands Party the benefits and obligations of any such Shared Contract with respect to the Fortune Brands Business, including subcontracting, licensing, sublicensing, leasing or subleasing to the Fortune Brands Party any or all of the rights and obligations with respect to such Shared Contract with respect to the Fortune Brands Business. In any such arrangement, the Fortune Brands Parties will, with respect to that portion of the Shared Contract relating to the Fortune Brands Business, (A) bear the sole responsibility for completion of the work or provision of goods and services, (B) bear all Taxes with respect thereto or arising therefrom, (C) be solely entitled to all benefits thereof, economic or otherwise, including the receipt of all goods and services thereunder, (D) be solely responsible for any amounts due thereunder, any warranty or breach thereof, any repurchase, indemnity and service obligations thereunder and any damages related to termination of such Shared Contract, either (aE) a separate contract or agreement in a form reasonably acceptable to CCR promptly reimburse the reasonable costs and expenses of H&S and the Buyer applicable H&S Party related to such activities, (a “New F) be entitled to continue to receive any correspondence or invoices delivered with respect to such Shared Contract and (G) be entitled to receive copies of all correspondence and invoices delivered to or by any H&S Party with respect to such Shared Contract”; and (ii) to provide the applicable H&S Party the benefits and obligations of any such Shared Contract with respect to the H&S Business, including subcontracting, licensing, sublicensing, leasing or subleasing to the H&S Party any or all of the rights and obligations with respect to such Shared Contract with respect to the H&S Business. In any such arrangement, the H&S Parties will, with respect to that allocates portion of the Shared Contract relating to the H&S Business, (A) bear the sole responsibility for completion of the work or provision of goods and services, (B) bear all Taxes with respect thereto or arising therefrom, (C) be solely entitled to all benefits thereof, economic or otherwise, including the receipt of all goods and services thereunder, (D) be solely responsible for any amounts due thereunder, any warranty or breach thereof, any repurchase, indemnity and service obligations thereunder and any damages related to termination of such Shared Contract, (E) promptly reimburse the reasonable costs and expenses of Fortune Brands and the applicable Fortune Brands Party related to such activities and (F) be entitled to receive copies of all correspondence and invoices delivered to or by any Fortune Brands Party with respect to such Shared Contract. (e) With respect to each Shared Contract that is the subject of an arrangement contemplated by Section 6.2(d), Fortune Brands, on behalf of itself and each of the Fortune Brands Parties, shall indemnify, defend and hold harmless each of the H&S Parties from and against any and all Expenses or Losses incurred or suffered by one or more of the H&S Parties in connection with, relating to, arising out of or due to, directly or indirectly, that portion of the Shared Contract relating to the Fortune Brands Business. With respect to each Shared Contract that is the subject of an arrangement contemplated by Section 6.2(d), H&S, on behalf of itself and each of the H&S Parties, shall indemnify, defend and hold harmless each of the Fortune Brands Parties from and against any and all Expenses or Losses incurred or suffered by one or more of the Fortune Brands Parties in connection with, relating to, arising out of or due to, directly or indirectly, that portion of the Shared Contract relating to the Fortune Brands Business. (f) No Fortune Brands Party or H&S Party shall be required to pay any consideration to any Third Party in connection with implementing the arrangements contemplated by this Section 6.2. (g) The parties shall follow the procedures specified in Section 12.2 in the event of any dispute regarding the rights and obligations of the Sellers and their Affiliates under each such Shared Contract as between Fortune Brands Parties or the Business, on the one hand, and the retained business of the Sellers and their Affiliates, on the other hand, and which are otherwise substantially similar in all material respects to such Shared Contract, or (b) a contract or agreement in a form reasonably acceptable to CCR and the Buyer effective as of the Closing (the “Partial Assignments and Releases”) that (i) assigns the rights and obligations under such Shared Contract solely to the extent related to the Business and arising after the Closing to the Buyer and (ii) releases the Sellers and their Affiliates from all liabilities or obligations H&S Parties with respect to the Business that arise after the Closing. Any New Contracts that relate to the Business (the “New Business Contracts”) shall be entered into by the Buyer or its Affiliates effective as of the Closing and shall allocate to the Buyer all rights and obligations of the Sellers or their Affiliates (as applicable) under the applicable any Shared Contract being replaced to the extent such rights and obligations relate to the Business and arise after the Closing. All purchase commitments under the Shared Contracts shall be allocated under the New Business Contracts or the Partial Assignments and Releases as between the Business, on the one hand, and the retained business of the Sellers and their Affiliates, on the other hand, in an equitable manner that is mutually and reasonably agreed to the subject of an arrangement contemplated by the Buyer and the Sellers. In connection with the entering into of New Business Contracts, the parties shall use their reasonable best efforts to ensure that the Sellers and their Affiliates are released by the third party with respect to all liabilities and obligations relating to the Business and arising after the Closing. In the event that any third party under a Shared Contract does not agree to enter into a New Business Contract or Partial Assignment and Release consistent with this Section 5.17, the parties shall in good faith seek mutually acceptable alternative arrangements for purposes of allocating rights and liabilities and obligations under such Shared Contract (provided, that such arrangements shall not result in a breach or violation of such Shared Contract by the Sellers6.2(d). Such alternative arrangements may include a subcontracting, sublicensing or subleasing arrangement under which the Buyer would, in compliance with Law, obtain the benefits under, and, to the extent first arising after the Closing, assume the obligations and bear the economic burdens associated with, such Shared Contract solely to the extent related to the Business or under which the Sellers would, upon the Buyer’s request, enforce for the benefit (and at the expense) of the Buyer any and all of the Sellers’ rights against such third party under such Shared Contract solely to the extent related to the Business, and the Sellers would promptly pay to the Buyer when received all monies received by them under such Shared Contract solely to the extent related to the Business. The parties also confirm their present intent to continue in the ordinary course of business consistent with past practice to uphold their respective commitments and cost sharing arrangements regarding sponsored marketing properties relating to the Business, to the extent those are mutually agreed upon from time to time. The Sellers shall provide a list of all Material Contracts and Shared Contracts in which such currently existing commitments and cost sharing arrangements are documented, and, with respect to Shared Contracts, which are related to the Business, as soon as reasonably practicable after the date hereof but in any event prior to the Closing and shall promptly notify the Buyer of any contract or agreement entered into between the date hereof and the Closing Date in accordance with Section 5.01 in which any such arrangements are documented and which, had such contract or agreement been entered into prior to the date hereof, would have been a Material Contract required to be set forth on Section 3.12(a) of the Disclosure Schedule or a Shared Contract required to be set forth on Section 3.12(b) of the Disclosure Schedule.

Shared Contracts. Prior (a) Except as otherwise agreed by the Sellers and the Buyer or as otherwise expressly provided in this Agreement or the Ancillary Agreements (including with respect to any Contract identified by Buyer and Seller as reasonably necessary for Buyer to continue operation of the Business upon termination of any service provided under the Transition Services Agreement), until the expiration or termination date of the applicable Shared Contract (assuming, for these purposes, that the then-current term in effect as of immediately prior to the ClosingClosing is not renewed or extended), the Parties shall (and shall cause their Affiliates to) use reasonable best efforts to obtain or structure an arrangement for the Buyer to receive the rights and benefits, and bear the obligations and burdens, of the portion of such Shared Contract that the Buyer determines is reasonably necessary for Buyer to continue operation of the Business upon termination of any service provided under the Transition Services Agreement; provided, that the Sellers and their respective Affiliates shall not be required to take any action that would, in the good-faith judgment of the Sellers, constitute a breach or other contravention of the rights of any Person(s), be ineffective under, or contravene, applicable Law or any such Shared Contract or adversely affect the contractual rights of the Sellers or any of their respective Affiliates. The Buyer shall indemnify and hold harmless the Sellers and their respective Affiliates for and against all out-of-pocket Liabilities (including Tax Liabilities) arising out of or relating to each such arrangement. With respect to any Liability pursuant to, under or relating to any Shared Contract, such Liability shall be allocated between the applicable Seller, on the one hand, and the Buyer, on the other hand, as follows: (i) if a Liability is incurred solely in respect of the Business or the other businesses of such Seller, such Liability shall be allocated to the Buyer (to the extent it would otherwise constitute an Assumed Liability) or such Seller (to the extent it would otherwise constitute an Excluded Liability), and (ii) if a Liability cannot be so allocated under clause (i), such Liability shall be allocated to such applicable Seller, or the Buyer, as the case may be, based on the relative proportion of total benefit received by the Business (taking into account the extent to which such Liability would otherwise constitute an Assumed Liability or an Excluded Liability hereunder) and the other businesses of such Seller under the relevant Shared Contract, as reasonably determined by such Seller consistent with this Agreement. Notwithstanding the foregoing, each of the Sellers and the Buyer shall, and shall cause be responsible for any or all Liabilities arising from its (or its Affiliates’) direct or indirect breach of any Shared Contract. (b) Nothing in this Section 5.4 shall be construed so as to require any of the Parties or their respective Affiliates toto pay money to any Third Party, use their respective reasonable best efforts commence any litigation or offer or grant any accommodation (financial or otherwise) to obtain fromany Third Party in connection with the separation or transfer of, and or otherwise in respect of, any Shared Contract. For the avoidance of doubt, neither the Sellers nor the Buyer shall be required to cooperate provide credit support for the other Party in obtaining from, and shall, and shall cause their respective Affiliates to, enter into with, each third party to respect of such other Party’s portion of a Shared Contract, either (a) a separate contract or agreement in a form reasonably acceptable to CCR and the Buyer (a “New Contract”) that allocates the rights and obligations of the Sellers and their Affiliates under each such Shared Contract as between the Business, on the one hand, and the retained business of the Sellers and their Affiliates, on the other hand, and which are otherwise substantially similar in all material respects to such Shared Contract, or (b) a contract or agreement in a form reasonably acceptable to CCR and the Buyer effective as of the Closing (the “Partial Assignments and Releases”) that (i) assigns the rights and obligations under such Shared Contract solely to the extent related to the Business and arising after the Closing to the Buyer and (ii) releases the Sellers and their Affiliates from all liabilities or obligations with respect to the Business that arise after the Closing. Any New Contracts that relate to the Business (the “New Business Contracts”) shall be entered into by the Buyer or its Affiliates effective as of the Closing and shall allocate to the Buyer all rights and obligations of the Sellers or their Affiliates (as applicable) under the applicable Shared Contract being replaced to the extent such rights and obligations relate to the Business and arise after the Closing. All purchase commitments under the Shared Contracts shall be allocated under the New Business Contracts or the Partial Assignments and Releases as between the Business, on the one hand, and the retained business of the Sellers and their Affiliates, on the other hand, in an equitable manner that is mutually and reasonably agreed to by the Buyer and the Sellers. In connection with the entering into of New Business Contracts, the parties shall use their reasonable best efforts to ensure that the Sellers and their Affiliates are released by the third party with respect to all liabilities and obligations relating to the Business and arising after the Closing. In the event that any third party under a Shared Contract does not agree to enter into a New Business Contract or Partial Assignment and Release consistent with this Section 5.17, the parties shall in good faith seek mutually acceptable alternative arrangements for purposes of allocating rights and liabilities and obligations under such Shared Contract (provided, that such arrangements shall not result in a breach or violation of such Shared Contract by the Sellers). Such alternative arrangements may include a subcontracting, sublicensing or subleasing arrangement under which the Buyer would, in compliance with Law, obtain the benefits under, and, to the extent first arising after the Closing, assume the obligations and bear the economic burdens associated with, such Shared Contract solely to the extent related to the Business or under which the Sellers would, upon the Buyer’s request, enforce for the benefit (and at the expense) of the Buyer any and all of the Sellers’ rights against such third party under such Shared Contract solely to the extent related to the Business, and the Sellers would promptly pay to the Buyer when received all monies received by them under such Shared Contract solely to the extent related to the Business. The parties also confirm their present intent to continue in the ordinary course of business consistent with past practice to uphold their respective commitments and cost sharing arrangements regarding sponsored marketing properties relating to the Business, to the extent those are mutually agreed upon from time to time. The Sellers shall provide a list of all Material Contracts and Shared Contracts in which such currently existing commitments and cost sharing arrangements are documented, and, with respect to Shared Contracts, which are related to the Business, as soon as reasonably practicable after the date hereof but in any event prior to the Closing and shall promptly notify the Buyer of any contract or agreement entered into between the date hereof and the Closing Date in accordance with Section 5.01 in which any such arrangements are documented and which, had such contract or agreement been entered into prior to the date hereof, would have been a Material Contract required to be set forth on Section 3.12(a) of the Disclosure Schedule or a Shared Contract required to be set forth on Section 3.12(b) of the Disclosure Schedule.

Shared Contracts. Prior (a) The applicable Transferred Entity shall split and partially assign to Trinity or have replicated for the benefit of Trinity as of the Closing each Split Shared Contract which may be split and assigned in part to Trinity or replicated for the benefit of Trinity and the applicable Transferred Entity pursuant to its terms, without the consent of the counterparty thereto (each, an “Assignable Shared Contract”). (b) With respect to each Split Shared Contract that is not an Assignable Shared Contract (each, a “Non-Assignable Shared Contract”), Seller and its Subsidiaries shall use reasonable best efforts prior to the 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 Trinity, or to otherwise enter into a new Contract with Trinity on substantially the same terms as exist under the applicable Split Shared Contract, in each case as of the Closing, each such that (1) Trinity is the beneficiary of the Sellers rights and benefits and is responsible for the liabilities and obligations under such Shared Contract to the extent that they are related to the Retained Business; and (2) the Buyer or its respective Affiliate is the beneficiary of the rights and benefits and is responsible for the liabilities and obligations under such Shared Contract to the extent that they are related to the Business. For clarity, neither Buyer, Seller nor any of their respective Affiliates shall be required to (i) pay any transfer or other fee or incur any liability to split, assign or replicate any Split Shared Contract or (ii) enter into any split, assigned or replicated agreement with less favorable terms than such Split Shared Contract. As to any Non-Assignable Shared Contract for which the applicable Transferred Entity has not received consent of the counterparty thereto as of the Closing, (A) Seller agrees to continue to use reasonable best efforts following the Closing Date to obtain any required consent(s), and the Buyer shallagrees to reasonably cooperate in connection with same, and shall cause their respective Affiliates to, use their respective reasonable best efforts (B) the Parties agree to reasonably 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 from, any required consent prior to the Closing and to cooperate in obtaining from, and shall, and shall cause their respective Affiliates to, enter into with, each third party to a Shared Contract, either (aC) a separate contract or agreement in a form reasonably acceptable to CCR and the Buyer (a “New Contract”) that allocates the rights and obligations of the Sellers and their Affiliates under each such Shared Contract as between the BusinessSeller, on the one hand, and the retained business of the Sellers and their AffiliatesBuyer or Transferred Subsidiary, on the other hand, shall enter into a mutually agreeable arrangement in respect of such Non-Assignable Shared Contract (including by way of amendment or addition of services to the Transition Services Agreement) under which (x) Trinity will, to the extent permitted by applicable Law, obtain the rights and which benefits (including contractual rights) and assume and perform all obligations associated with such Non-Assignable Shared Contract that are otherwise substantially similar applicable to the Retained Business and (y) the Non-Assignable Shared Contract will be held by the applicable Transferred Entity in trust for Trinity and all material respects covenants and obligations thereunder related to the Retained Business will be performed by Trinity in the applicable Transferred Entity’s name. With respect to any such Shared Contract, each of Seller and the Buyer agree that: (A) neither Party shall have any liability to the other Party arising out of or relating to the failure to obtain any consent from any counterparty to such Shared Contract, or (b) a contract or agreement in a form reasonably acceptable to CCR and the Buyer effective as of the Closing (the “Partial Assignments and Releases”) that (i) assigns the rights and obligations under such Shared Contract solely to the extent related to the Business and arising after the Closing to the Buyer and (ii) releases the Sellers and their Affiliates from all liabilities or obligations with respect to the Business that arise after the Closing. Any New Contracts that relate to the Business (the “New Business Contracts”) shall be entered into by the Buyer or its Affiliates effective as of the Closing and shall allocate to the Buyer all rights and obligations of the Sellers or their Affiliates (as applicable) under the applicable Shared Contract being replaced to the extent such rights and obligations relate to the Business and arise after the Closing. All purchase commitments under the Shared Contracts shall be allocated under the New Business Contracts or the Partial Assignments and Releases as between the Business, on the one hand, and the retained business of the Sellers and their Affiliates, on the other hand, in an equitable manner that is mutually and reasonably agreed to by the Buyer and the Sellers. In connection with the entering into of New Business Contracts, the parties shall use their reasonable best efforts to ensure that the Sellers and their Affiliates are released by the third party with respect to all liabilities and obligations relating to the Business and arising after the Closing. In the event that any third party under a Shared Contract does not agree to enter into a New Business Contract or Partial Assignment and Release consistent with this Section 5.17, the parties shall in good faith seek mutually acceptable alternative arrangements for purposes of allocating rights and liabilities and obligations under such Shared Contract (provided, that such arrangements the Parties comply with their obligations under this Section 6.10; and (B) no condition to Closing shall be deemed not satisfied as a result in a breach or violation of such Shared Contract by the Sellers). Such alternative arrangements may include a subcontracting, sublicensing or subleasing arrangement under which the Buyer would, in compliance with Law, obtain the benefits under, and, to the extent first arising after the Closing, assume the obligations and bear the economic burdens associated with, such Shared Contract solely to the extent related to the Business or under which the Sellers would, upon the Buyer’s request, enforce for the benefit (and at the expense) of the Buyer any and all of the Sellers’ rights against such third party under such Shared Contract solely failure to the extent related to the Business, and the Sellers would promptly pay to the Buyer when received all monies received by them under such Shared Contract solely to the extent related to the Business. The parties also confirm their present intent to continue in the ordinary course of business consistent with past practice to uphold their respective commitments and cost sharing arrangements regarding sponsored marketing properties relating to the Business, to the extent those are mutually agreed upon from time to time. The Sellers shall provide a list of all Material Contracts and Shared Contracts in which such currently existing commitments and cost sharing arrangements are documented, and, with respect to Shared Contracts, which are related to the Business, as soon as reasonably practicable after the date hereof but in any event prior to the Closing and shall promptly notify the Buyer of any contract or agreement entered into between the date hereof and the Closing Date in accordance with Section 5.01 in which obtain any such arrangements are documented and which, had such contract or agreement been entered into prior to the date hereof, would have been a Material Contract required to be set forth on Section 3.12(a) of the Disclosure Schedule or a Shared Contract required to be set forth on Section 3.12(b) of the Disclosure Scheduleconsent.

Shared Contracts. Prior to the applicable Closing, each of the Sellers and the Buyer shall, and shall cause their respective Affiliates to, use their respective reasonable best efforts to obtain from, and to cooperate in obtaining from, and shall, and shall cause their respective Affiliates to, enter into with, each third party to a Shared Contract, either (a) a separate contract or agreement in a form reasonably acceptable to CCR and the Buyer (a “New Contract”) that allocates the rights and obligations of the Sellers and their Affiliates under each such Shared Contract as between the BusinessBusiness (or applicable portion thereof), on the one hand, and the retained business of the Sellers and their Affiliates, on the other hand, and which are otherwise substantially similar in all material respects to such Shared Contract, or (b) a contract or agreement in a form reasonably acceptable to CCR and the Buyer effective as of the applicable Closing (the “Partial Assignments and Releases”) that (i) assigns the rights and obligations under such Shared Contract solely to the extent related to the Business (or applicable portion thereof) and arising after the applicable Closing to the Buyer and (ii) releases the Sellers and their Affiliates from all liabilities or obligations with respect to the Business (or applicable portion thereof) that arise after the applicable Closing. Any New Contracts that relate to the Business (or applicable portion thereof) (the “New Business Contracts”) shall be entered into by the Buyer or its Affiliates effective as of the applicable Closing and shall allocate to the Buyer all rights and obligations of the Sellers or their Affiliates (as applicable) under the applicable Shared Contract being replaced to the extent such rights and obligations relate to the Business (or applicable portion thereof) and arise after the applicable Closing. All purchase commitments under the Shared Contracts shall be allocated under the New Business Contracts or the Partial Assignments and Releases as between the BusinessBusiness (or applicable portion thereof), on the one hand, and the retained business of the Sellers and their Affiliates, on the other hand, in an equitable manner that is mutually and reasonably agreed to by the Buyer and the Sellers. In connection with the entering into of New Business Contracts, the parties shall use their reasonable best efforts to ensure that the Sellers and their Affiliates are released by the third party with respect to all liabilities and obligations relating to the Business (or applicable portion thereof) and arising after the applicable Closing. In the event that any third party under a Shared Contract does not agree to enter into a New Business Contract or Partial Assignment and Release consistent with this Section 5.17, the parties shall in good faith seek mutually acceptable alternative arrangements for purposes of allocating rights and liabilities and obligations under such Shared Contract (provided, that such arrangements shall not result in a breach or violation of such Shared Contract by the Sellers). Such alternative arrangements may include a subcontracting, sublicensing or subleasing arrangement under which the Buyer would, in compliance with Law, obtain the benefits under, and, to the extent first arising after the applicable Closing, assume the obligations and bear the economic burdens associated with, such Shared Contract solely to the extent related to the Business (or applicable portion thereof) or under which the Sellers would, upon the Buyer’s request, enforce for the benefit (and at the expense) of the Buyer any and all of the Sellers’ rights against such third party under such Shared Contract solely to the extent related to the BusinessBusiness (or applicable portion thereof), and the Sellers would promptly pay to the Buyer when received all monies received by them under such Shared Contract solely to the extent related to the BusinessBusiness (or applicable portion thereof). The parties also confirm their present intent to continue in the ordinary course of business consistent with past practice to uphold their respective commitments and cost sharing arrangements regarding sponsored marketing properties relating to the Business, to the extent those are mutually agreed upon from time to time. The Sellers shall provide a list of all Material Contracts and Shared Contracts in which such currently existing commitments and cost sharing arrangements are documented, and, with respect to Shared Contracts, which are related to the Business, as soon as reasonably practicable after the date hereof but in any event prior within the earlier to occur of (x) the date that is forty-five (45) days following the date hereof and (y) the Initial Closing Date, and shall promptly notify the Buyer of any contract or agreement entered into between the date hereof and the applicable Closing Date in accordance with Section 5.01 in which any such arrangements are documented and which, had such contract or agreement been entered into prior to the date hereof, would have been a Material Contract required to be set forth on Section 3.12(a) of the Disclosure Schedule or a Shared Contract required to be set forth on Section 3.12(b) of the Disclosure Schedule.

Shared Contracts. Prior to the applicable Closing, each of the Sellers and the Buyer shall, and shall cause their respective Affiliates to, use their respective reasonable best efforts to obtain from, and to cooperate in obtaining from, and shall, and shall cause their respective Affiliates to, enter into with, each third party to a Shared Contract, either (a) a separate contract or agreement in a form reasonably acceptable to CCR and the Buyer (a “New Contract”) that allocates the rights and obligations of the Sellers and their Affiliates under each such Shared Contract as between the BusinessBusiness (or applicable portion thereof), on the one hand, and the retained business of the Sellers and their Affiliates, on the other hand, and which are otherwise substantially similar in all material respects to such Shared Contract, or (b) a contract or agreement in a form reasonably acceptable to CCR and the Buyer effective as of the applicable Closing (the “Partial Assignments and Releases”) that (i) assigns the rights and obligations under such Shared Contract solely to the extent related to the Business (or applicable portion thereof) and arising after the applicable Closing to the Buyer and (ii) releases the Sellers and their Affiliates from all liabilities or obligations with respect to the Business (or applicable portion thereof) that arise after the applicable Closing. Any New Contracts that relate to the Business (or applicable portion thereof) (the “New Business Contracts”) shall be entered into by the Buyer or its Affiliates effective as of the applicable Closing and shall allocate to the Buyer all rights and obligations of the Sellers or their Affiliates (as applicable) under the applicable Shared Contract being replaced to the extent such rights and obligations relate to the Business (or applicable portion thereof) and arise after the applicable Closing. All purchase commitments under the Shared Contracts shall be allocated under the New Business Contracts or the Partial Assignments and Releases as between the BusinessBusiness (or applicable portion thereof), on the one hand, and the retained business of the Sellers and their Affiliates, on the other hand, in an equitable manner that is mutually and reasonably agreed to by the Buyer and the Sellers. In connection with the entering into of New Business Contracts, the parties shall use their reasonable best efforts to ensure that the Sellers and their Affiliates are released by the third party with respect to all liabilities and obligations relating to the Business (or applicable portion thereof) and arising after the applicable Closing. In the event that any third party under a Shared Contract does not agree to enter into a New Business Contract or Partial Assignment and Release consistent with this Section 5.175.16, the parties shall in good faith seek mutually acceptable alternative arrangements for purposes of allocating rights and liabilities and obligations under such Shared Contract (provided, that such arrangements shall not result in a breach or violation of such Shared Contract by the Sellers). Such alternative arrangements may include a subcontracting, sublicensing or subleasing arrangement under which the Buyer would, in compliance with Law, obtain the benefits under, and, to the extent first arising after the applicable Closing, assume the obligations and bear the economic burdens associated with, such Shared Contract solely to the extent related to the Business (or applicable portion thereof) or under which the Sellers would, upon the Buyer’s request, enforce for the benefit (and at the expense) of the Buyer any and all of the Sellers’ rights against such third party under such Shared Contract solely to the extent related to the BusinessBusiness (or applicable portion thereof), and the Sellers would promptly pay to the Buyer when received all monies received by them under such Shared Contract solely to the extent related to the BusinessBusiness (or applicable portion thereof). The parties also confirm their present intent to continue in the ordinary course of business consistent with past practice to uphold their respective commitments and cost sharing arrangements regarding sponsored marketing properties relating to the Business, to the extent those are mutually agreed upon from time to time. The Sellers shall provide a list of all Material Contracts and Shared Contracts in which such currently existing commitments and cost sharing arrangements are documented, and, with respect to Shared Contracts, which are related to the Business, as soon as reasonably practicable after the date hereof but in any event prior to within forty-five (45) days following the Closing date hereof and shall promptly notify the Buyer of any contract or agreement entered into between the date hereof and the applicable Closing Date in accordance with Section 5.01 in which any such arrangements are documented and which, had such contract or agreement been entered into prior to the date hereof, would have been a Material Contract required to be set forth on Section 3.12(a) of the Disclosure Schedule or a Shared Contract required to be set forth on Section 3.12(b) of the Disclosure Schedule.

Shared Contracts. Prior to or at the Closing, each Contract (other than those Contracts included in the Excluded Assets) with third-party suppliers or service providers to which Seller or one of its Affiliates (other than the Sellers Company and the Buyer shallSubsidiaries), on the one hand, and the Company or any Company Subsidiary, on the other hand, is a party and pursuant to which services or supplies are provided to both (A) Seller or one of its Affiliates (other than the Company and the Company Subsidiaries) and (B) the Company or any Company Subsidiary (each, a “Shared Contract”) shall be assigned in part, or appropriately amended, so that each party being provided supplies or services thereunder shall be entitled to the rights and benefits, and shall cause assume the related portion of any Liabilities, that relate to its businesses, in each case in accordance with the allocation of benefits and burdens set forth in Section 6.13 of the Seller Disclosure Schedule (the “Shared Contract Allocation”); provided, however, that, in no event shall any assignment or amendment be required with respect to any Shared Contract which is not assignable or cannot be amended by its terms (it being understood, however, that: (i) Seller and Purchaser shall use their respective Affiliates tocommercially reasonable efforts to take, or cause to be taken, all actions and use their respective commercially reasonable efforts to do, or cause to have been done, and assisted and cooperated with the other party in doing, all things reasonably necessary, proper or advisable to have obtained such assignment or amendment of any such Shared Contract, and (ii) following the Closing, with respect to any Shared Contract which has not been so assigned or amended, Seller and Purchaser shall, if and to the extent consistent with contractual obligations and applicable legal and fiduciary obligations under applicable Law, use their respective reasonable best efforts to obtain from, and to cooperate in obtaining from, a mutually agreeable arrangement under which Seller and shall, and shall cause their respective Affiliates to, enter into with, each third party to a Shared Contract, either (a) a separate contract or agreement in a form reasonably acceptable to CCR and the Buyer (a “New Contract”) that allocates the rights and obligations of the Sellers and their Affiliates under each such Shared Contract as between the Businessits Affiliates, on the one hand, and the retained business of Company and the Sellers and their AffiliatesCompany Subsidiaries, on the other hand, and which are otherwise substantially similar in all material respects to such Shared Contract, or (b) a contract or agreement in a form reasonably acceptable to CCR and the Buyer effective as of the Closing (the “Partial Assignments and Releases”) that (i) assigns the rights and obligations under such Shared Contract solely to the extent related to the Business and arising after the Closing to the Buyer and (ii) releases the Sellers and their Affiliates from all liabilities or obligations with respect to the Business that arise after the Closing. Any New Contracts that relate to the Business (the “New Business Contracts”) shall be entered into by the Buyer or its Affiliates effective as of the Closing and shall allocate to the Buyer all rights and obligations of the Sellers or their Affiliates (as applicable) under the applicable Shared Contract being replaced to the extent such rights and obligations relate to the Business and arise after the Closing. All purchase commitments under the Shared Contracts shall be allocated under the New Business Contracts or the Partial Assignments and Releases as between the Business, on the one hand, and the retained business of the Sellers and their Affiliates, on the other hand, in an equitable manner that is mutually and reasonably agreed to by the Buyer and the Sellers. In connection with the entering into of New Business Contracts, the parties shall use their reasonable best efforts to ensure that the Sellers and their Affiliates are released by the third party with respect to all liabilities and obligations relating to the Business and arising after the Closing. In the event that any third party under a Shared Contract does not agree to enter into a New Business Contract or Partial Assignment and Release consistent with this Section 5.17, the parties shall in good faith seek mutually acceptable alternative arrangements for purposes of allocating rights and liabilities and obligations under such Shared Contract (provided, that such arrangements shall not result in a breach or violation of such Shared Contract by the Sellers). Such alternative arrangements may include a subcontracting, sublicensing or subleasing arrangement under which the Buyer would, in compliance with applicable Law, obtain the benefits under, and, to the extent first arising after the Closing, and assume the obligations and bear the economic burdens associated with, such set forth pursuant to the Shared Contract solely to the extent related to the Business or under which the Sellers would, upon the Buyer’s request, enforce for the benefit (and at the expense) of the Buyer any and all of the Sellers’ rights against such third party under such Shared Contract solely to the extent related to the Business, and the Sellers would promptly pay to the Buyer when received all monies received by them under such Shared Contract solely to the extent related to the Business. The parties also confirm their present intent to continue in the ordinary course of business consistent with past practice to uphold their respective commitments and cost sharing arrangements regarding sponsored marketing properties relating to the Business, to the extent those are mutually agreed upon from time to time. The Sellers shall provide a list of all Material Contracts and Shared Contracts in which such currently existing commitments and cost sharing arrangements are documented, and, with respect to Shared Contracts, which are related to the Business, as soon as reasonably practicable after the date hereof but in any event prior to the Closing and shall promptly notify the Buyer of any contract or agreement entered into between the date hereof and the Closing Date in accordance with Section 5.01 in which any such arrangements are documented and which, had such contract or agreement been entered into prior to the date hereof, would have been a Material Contract required to be set forth on Section 3.12(a) of the Disclosure Schedule or a Shared Contract required to be set forth on Section 3.12(b) of the Disclosure ScheduleAllocation.

Shared Contracts. Prior The Parties acknowledge that the Shared Contracts relate to both the Business and the Retained Business. Following the Closing, each the Parties desire for themselves and for the benefit of the Sellers and Buyer, respectively, to have and obtain the rights and benefits under each Shared Contract to the extent related to the continuing business of Sellers and Buyer. Promptly after the date hereof, the Parties agree to cooperate together to provide Sellers and Buyer (and/or one or more of its designated Subsidiaries) with their applicable rights and benefits under each Shared Contract by assisting the respective Sellers and/or Buyer (and/or one or more of its designated Subsidiaries) in entering into a new Contract or Contracts with the applicable third party on substantially similar terms (a “Separated Contract”). If any Shared Contract cannot be separated into a Separated Contract at Closing, Seller Parent and Buyer shall, and shall cause each of their respective Affiliates to, use their respective commercially reasonable best efforts to obtain fromcause, and for the period after the Closing until such Shared Contract is separated into a Separated Contract or such Shared Contract expires pursuant to cooperate in obtaining from, and shall, and shall cause their respective Affiliates to, enter into with, each third party to a Shared Contract, either its terms: (a) a separate contract or agreement in a form reasonably acceptable to CCR and the Buyer (a “New Contract”) that allocates the rights and obligations of the Sellers and their Affiliates benefits under each such Shared Contract as between the Business, on the one hand, and the retained business of the Sellers and their Affiliates, on the other hand, and which are otherwise substantially similar in all material respects to such Shared Contract, or (b) a contract or agreement in a form reasonably acceptable to CCR and the Buyer effective as of the Closing (the “Partial Assignments and Releases”) that (i) assigns the rights and obligations under such Shared Contract solely to the extent related to the Business and arising after the Closing to the Buyer and (ii) releases the Sellers and their Affiliates from all liabilities or obligations with respect to the Business that arise after the Closing. Any New Contracts that relate to the Business (the “New Business Contracts”) shall be entered into by the Buyer or its Affiliates effective as of the Closing and shall allocate to the Buyer all rights and obligations of the Sellers or their Affiliates (as applicable) under the applicable Shared Contract being replaced to the extent such rights and obligations relate to the Business and arise after the Closing. All purchase commitments under the Shared Contracts shall be allocated under the New Business Contracts or the Partial Assignments and Releases as between the Business, on the one hand, and the retained business of the Sellers and their Affiliates, on the other hand, in an equitable manner that is mutually and reasonably agreed to by the Buyer and the Sellers. In connection with the entering into of New Business Contracts, the parties shall use their reasonable best efforts to ensure that the Sellers and their Affiliates are released by the third party with respect to all liabilities and obligations relating to the Business and arising after to be enjoyed by Buyer (and/or one or more of its designated Subsidiaries); (b) the Closing. In the event that any third party Liabilities under a each Shared Contract does not agree to enter into a New Business Contract or Partial Assignment and Release consistent with this Section 5.17, the parties shall in good faith seek mutually acceptable alternative arrangements for purposes of allocating rights and liabilities and obligations under such Shared Contract (provided, that such arrangements shall not result in a breach or violation of such Shared Contract by the Sellers). Such alternative arrangements may include a subcontracting, sublicensing or subleasing arrangement under which the Buyer would, in compliance with Law, obtain the benefits under, and, to the extent first arising after relating to the Closing, assume Business to be borne by Buyer (and/or one or more of its designated Subsidiaries); (c) the obligations rights and bear the economic burdens associated with, such benefits under each Shared Contract solely to the extent related relating to the Retained Business or to be enjoyed by Seller Parent; and (d) the Liabilities under which the Sellers would, upon the Buyer’s request, enforce for the benefit (and at the expense) of the Buyer any and all of the Sellers’ rights against such third party under such each Shared Contract solely to the extent related to the Business, and the Sellers would promptly pay to the Buyer when received all monies received by them under such Shared Contract solely to the extent related to the Business. The parties also confirm their present intent to continue in the ordinary course of business consistent with past practice to uphold their respective commitments and cost sharing arrangements regarding sponsored marketing properties relating to the Business, to the extent those are mutually agreed upon from time to time. The Sellers shall provide a list of all Material Contracts and Shared Contracts in which such currently existing commitments and cost sharing arrangements are documented, and, with respect to Shared Contracts, which are related to the Business, as soon as reasonably practicable after the date hereof but in any event prior to the Closing and shall promptly notify the Buyer of any contract or agreement entered into between the date hereof and the Closing Date in accordance with Section 5.01 in which any such arrangements are documented and which, had such contract or agreement been entered into prior to the date hereof, would have been a Material Contract required Retained Business to be set forth on Section 3.12(a) of the Disclosure Schedule or a Shared Contract required to be set forth on Section 3.12(b) of the Disclosure Scheduleborne by Seller Parent.

Shared Contracts. Prior to the Closing, each of the Sellers and the Buyer shall, and shall cause their respective Affiliates to, use their respective reasonable best efforts to obtain from, and to cooperate in obtaining from, and shall, and shall cause their respective Affiliates to, enter into with, each third party to a Shared Contract, either (a) a separate contract or agreement in a form reasonably acceptable to CCR and the Buyer (a “New Contract”) that allocates the rights and obligations of the Sellers and their Affiliates under each such Shared Contract as between the Business, on the one hand, and the retained business of the Sellers and their Affiliates, on the other hand, and which are otherwise substantially similar in all material respects to such Shared Contract, or (b) a contract or agreement in a form reasonably acceptable to CCR and the Buyer effective as of the Closing (the “Partial Assignments and Releases”) that (i) assigns the rights and obligations under such Shared Contract solely to the extent related to the Business and arising after the Closing to the Buyer and (ii) releases the Sellers and their Affiliates from all liabilities or obligations with respect to the Business that arise after the Closing. Any New Contracts that relate to the Business (the “New Business Contracts”) shall be entered into by the Buyer or its Affiliates effective as of the Closing and shall allocate to the Buyer all rights and obligations of the Sellers or their Affiliates (as applicable) under the applicable Shared Contract being replaced to the extent such rights and obligations relate to the Business (or applicable portion thereof) and arise after the Closing. All purchase commitments under the Shared Contracts shall be allocated under the New Business Contracts or the Partial Assignments and Releases as between the Business, on the one hand, and the retained business of the Sellers and their Affiliates, on the other hand, in an equitable manner that is mutually and reasonably agreed to by the Buyer and the Sellers. In connection with the entering into of New Business Contracts, the parties shall use their reasonable best efforts to ensure that the Sellers and their Affiliates are released by the third party with respect to all liabilities and obligations relating to the Business and arising after the Closing. In the event that any third party under a Shared Contract does not agree to enter into a New Business Contract or Partial Assignment and Release consistent with this Section 5.17, the parties shall in good faith seek mutually acceptable alternative arrangements for purposes of allocating rights and liabilities and obligations under such Shared Contract (provided, that such arrangements shall not result in a breach or violation of such Shared Contract by the Sellers). Such alternative arrangements may include a subcontracting, sublicensing or subleasing arrangement under which the Buyer would, in compliance with Law, obtain the benefits under, and, to the extent first arising after the Closing, assume the obligations and bear the economic burdens associated with, such Shared Contract solely to the extent related to the Business or under which the Sellers would, upon the Buyer’s request, enforce for the benefit (and at the expense) of the Buyer any and all of the Sellers’ rights against such third party under such Shared Contract solely to the extent related to the Business, and the Sellers would promptly pay to the Buyer when received all monies received by them under such Shared Contract solely to the extent related to the Business. The parties also confirm their present intent to continue in the ordinary course of business consistent with past practice to uphold their respective commitments and cost sharing arrangements regarding sponsored marketing properties relating to the Business, to the extent those are mutually agreed upon from time to time. The Sellers shall provide a list of all Material Contracts and Shared Contracts in which such currently existing commitments and cost sharing arrangements are documented, and, with respect to Shared Contracts, which are related to the Business, as soon as reasonably practicable after the date hereof but in any event prior within the earlier to occur of (x) the date that is forty-five (45) days following the date hereof and (y) the Closing Date, and shall promptly notify the Buyer of any contract or agreement entered into between the date hereof and the Closing Date in accordance with Section 5.01 in which any such arrangements are documented and which, had such contract or agreement been entered into prior to the date hereof, would have been a Material Contract required to be set forth on Section 3.12(a) of the Disclosure Schedule or a Shared Contract required to be set forth on Section 3.12(b) of the Disclosure Schedule.

Shared Contracts. Prior With respect to any Contract of the Seller or any of its Affiliates (other than any Included Contract) which is used in or held for use in the Business but under which the benefits and burdens do not inure exclusively to the Business, including those set forth on Section 5.13 of the Seller Disclosure Schedule (each a “Shared Contract”), the Seller and the Purchaser will use commercially reasonable efforts to enter into, or cause to be entered into, such agreements with the other parties to such Shared Contracts necessary for the Asset Selling Affiliate to assign to the Purchaser or its Designated Affiliate(s) and for the Purchaser and its Designated Affiliate(s), as applicable, to assume from such Asset Selling Affiliates only those rights and obligations used in, or relating to, the applicable Portion of the Business. To the extent such agreements are entered into, whether prior to or subsequent to either Closing, each such rights will be deemed to become “Included Contracts” and such obligations will be deemed to become “Assumed Liabilities.” The parties acknowledge and agree that this provision shall not be deemed to require any Person to pay or commit to pay any amount to (or incur any obligation in favor of) any Person in connection with entering into any agreement with respect to any Shared Contract (other than nominal filing or application fees or reimbursement of nominal attorneys’ fees). If an agreement is not entered into with respect to the assignment to, and the assumption by, the Purchaser or its Designated Affiliate(s) of those rights and obligations used in, or relating to, the applicable Portion of the Sellers and the Buyer shall, and shall cause their respective Affiliates to, use their respective reasonable best efforts to obtain from, and to cooperate in obtaining from, and shall, and shall cause their respective Affiliates to, enter into with, each third party to a Business under any Shared Contract, either (a) a separate contract or agreement in a form reasonably acceptable to CCR then the Seller and the Buyer (a “New Contract”) that allocates Purchaser shall cooperate with each other in any lawful arrangement reasonably satisfactory to the rights and obligations of the Sellers and their Affiliates under each such Shared Contract as between the Business, on the one hand, Seller and the retained business of Purchaser under which the Sellers and their Affiliates, on the other hand, and which are otherwise substantially similar in all material respects to such Shared Contract, Purchaser or (bits Designated Affiliate(s) a contract or agreement in a form reasonably acceptable to CCR and the Buyer effective as of the Closing (the “Partial Assignments and Releases”) that would (i) assigns obtain, to the extent practicable, the rights used in, or relating to, the applicable Portion of the Business and obligations assume the corresponding Liabilities under such Shared Contract solely (including by means of subcontracting, sublicensing or subleasing arrangement) or under which the applicable Asset Selling Affiliate would enforce or cause its Affiliates, as appropriate, to enforce, for the benefit of the Purchaser or its Designated Affiliate(s), with the Purchaser or its Designated Affiliate(s), as applicable, assuming and agreeing to promptly pay, perform or discharge when due the Seller’s or Asset Selling Affiliates’ Liabilities and expenses to the extent related thereto, any and all of their respective rights which relate to the operation of the applicable Portion of the Business by the Purchaser or its Designated Affiliate(s) from and arising after the applicable Closing to the Buyer under such Shared Contract and (ii) releases the Sellers and their Affiliates from all liabilities or obligations with respect provide to the Business that arise after Seller and the Closing. Any New Contracts that relate Assets Selling Affiliates all support necessary or appropriate to enable the Seller or the relevant Asset Selling Affiliate to perform their respective obligations under Shared Contract relating to the Business (the “New Business Contracts”) shall be entered into by the Buyer or its Affiliates effective as applicable Portion of the Closing and shall allocate to the Buyer all rights and obligations of the Sellers or their Affiliates (as applicable) under the applicable Shared Contract being replaced to the extent such rights and obligations relate to the Business and arise after the Closing. All purchase commitments under the Shared Contracts shall be allocated under the New Business Contracts or the Partial Assignments and Releases as between the Business, on the one hand, and the retained business of the Sellers and their Affiliates, on the other hand, in an equitable manner that is mutually and reasonably agreed to by the Buyer and the Sellers. In connection with the entering into of New Business Contracts, the parties shall use their reasonable best efforts to ensure provided that the Sellers and their Affiliates are released by resulting economic consequences shall be made to be as similar as reasonably practicable as would have been the third party with respect to all liabilities case if the rights and obligations relating to the applicable Portion of the Business and arising after the Closing. In the event that any third party under a Shared Contract does not agree to enter into a New Business Contract or Partial Assignment and Release consistent with this Section 5.17, the parties shall in good faith seek mutually acceptable alternative arrangements for purposes of allocating rights and liabilities and obligations under such Shared Contract (provided, that such arrangements shall not result in a breach or violation of such Shared Contract by the Sellers). Such alternative arrangements may include a subcontracting, sublicensing or subleasing arrangement under which the Buyer would, in compliance with Law, obtain the benefits under, and, had been transferred to the extent first arising after the Closing, assume the obligations and bear the economic burdens associated with, such Shared Contract solely to the extent related to the Business Purchaser or under which the Sellers would, upon the Buyer’s request, enforce for the benefit (and at the expense) of the Buyer any and all of the Sellers’ rights against such third party under such Shared Contract solely to the extent related to the Business, and the Sellers would promptly pay to the Buyer when received all monies received by them under such Shared Contract solely to the extent related to the Business. The parties also confirm their present intent to continue in the ordinary course of business consistent with past practice to uphold their respective commitments and cost sharing arrangements regarding sponsored marketing properties relating to the Business, to the extent those are mutually agreed upon from time to time. The Sellers shall provide a list of all Material Contracts and Shared Contracts in which such currently existing commitments and cost sharing arrangements are documented, and, with respect to Shared Contracts, which are related to the Business, as soon as reasonably practicable after the date hereof but in any event prior to the Closing and shall promptly notify the Buyer of any contract or agreement entered into between the date hereof and the Closing Date in accordance with Section 5.01 in which any such arrangements are documented and which, had such contract or agreement been entered into prior to the date hereof, would have been a Material Contract required to be set forth on Section 3.12(a) of the Disclosure Schedule or a Shared Contract required to be set forth on Section 3.12(b) of the Disclosure Scheduleits Designated Affiliate(s).

Shared Contracts. Prior Promptly following the date hereof and prior to the Closing, with respect to any Contract with any third party to which Seller or any of its Affiliates (other than a Conveyed Company) is a party and which is material and necessary to the Business and benefits both the Business, on the one hand, and the business of Seller and its Affiliates (other than the Conveyed Companies), on the other hand, including the Contracts set forth on Schedule 5.22 of the Seller Disclosure Letter (each, a “Shared Contract”), Seller shall use, and cause its Affiliates to use, reasonable best efforts to (a) cause the counterparties to any such Shared Contracts to enter into new contracts with Purchaser or one of the Conveyed Companies, on terms substantially similar to those contained in such Shared Contracts including with respect to pricing, in order for Purchaser or the applicable Conveyed Company to receive the applicable benefits, and be responsible for any related economic burden to the extent relating to the Business under such Shared Contracts (each such new contract, a “New Contract”), or (b) if practicable, assign to Purchaser or one of the Conveyed Companies the benefits and obligations under the portion of such Shared Contract relating to the Business, and Purchaser shall (in the case of each of clauses (a) and (b)) reasonably cooperate with such efforts; provided, that, notwithstanding anything to the Sellers contrary contained in this Section 5.22, except as otherwise set forth in the last sentence of this Section 5.22 or as mutually agreed in writing between the Parties, Seller shall not enter into any Contract, amend or terminate any Contract, make any payment, incur any material liability or obligation or grant any concession (or permit any Conveyed Company to make take any of the foregoing actions), in each case for the purpose of entering into any New Contract or assigning any such Shared Contract. If the parties are not able to obtain a New Contract with a counterparty to any such Shared Contract or to assign the applicable portion of such Shared Contract to Purchaser or one of the Conveyed Companies at or prior to the Closing, then for a period of six (6) months after the Closing Date: (i) Seller, Purchaser and their respective Subsidiaries shall use their reasonable best efforts to cause the Buyer counterparty to such Shared Contract to enter into a New Contract or to assign the benefits and obligations under the applicable portion of such Shared Contract to Purchaser or one of the Conveyed Companies, and (ii) until such time as a New Contract is executed or the applicable portion of such Shared Contract is assigned to Purchaser or one of the Conveyed Companies, Purchaser and Seller shall use and cause their respective Subsidiaries to use reasonable best efforts to secure an alternative arrangement reasonably satisfactory to both parties under which the Purchaser or one or more of the Conveyed Companies would, in compliance with applicable Law, obtain the benefits, and assume any related economic burden, associated with the applicable portion of such Shared Contract. The obligations of Seller pursuant to this Section 5.22 shall not extend beyond the remaining term of the applicable Shared Contract as of the Closing Date. In furtherance of the foregoing, if Seller or any of its Affiliates (other than the Conveyed Companies), on the one hand, or Purchaser or any of its Affiliates (including the Conveyed Companies), on the other hand, receives any benefit or payment which under any Shared Contract was intended for the other, Seller and Purchaser shall, and shall cause their respective Affiliates to, use their respective reasonable best efforts deliver such benefit or payment to obtain fromthe other party. For all purposes of this Section 5.22, and (x) with respect to cooperate in any Shared Contract disclosed to Purchaser as of the date hereof, Seller shall not be required under any circumstances to make any payment, incur any liability or obligation or grant any concession for purposes of obtaining from, and shall, and shall cause their respective Affiliates a New Contract with the counterparty to, enter assigning the applicable portion of, or entering into withany alternative arrangement with respect to, each third party such Shared Contract and (y) with respect to a any other Shared Contract, either (a1) a separate contract Seller shall be solely responsible for any amounts required to be paid under the express terms of (or agreement in a form reasonably acceptable determinable pursuant to CCR and the Buyer (a “New Contract”express terms of) that allocates the rights and obligations of the Sellers and their Affiliates under each such applicable Shared Contract as between to obtain a New Contract with the Businesscounterparty, on assign the one handapplicable portion of, and the retained business of the Sellers and their Affiliatesor enter into any alternative arrangement with respect to, on the other hand, and which are otherwise substantially similar in all material respects to such Shared Contract, or (b2) a contract or agreement in a form reasonably acceptable to CCR each of Seller and the Buyer effective as of the Closing (the “Partial Assignments and Releases”) that (i) assigns the rights and obligations under such Shared Contract solely to the extent related to the Business and arising after the Closing to the Buyer and (ii) releases the Sellers and their Affiliates from all liabilities or obligations with respect to the Business that arise after the Closing. Any New Contracts that relate to the Business (the “New Business Contracts”) Purchaser shall be entered into by the Buyer or its Affiliates effective as of the Closing and shall allocate to the Buyer all rights and obligations of the Sellers or their Affiliates (as applicable) under the applicable Shared Contract being replaced to the extent such rights and obligations relate to the Business and arise after the Closing. All purchase commitments under the Shared Contracts shall be allocated under the New Business Contracts or the Partial Assignments and Releases as between the Business, on the responsible for one hand, and the retained business of the Sellers and their Affiliates, on the other hand, in an equitable manner that is mutually and reasonably agreed to by the Buyer and the Sellers. In connection with the entering into of New Business Contracts, the parties shall use their reasonable best efforts to ensure that the Sellers and their Affiliates are released by the third party with respect to all liabilities and obligations relating to the Business and arising after the Closing. In the event that any third party under a Shared Contract does not agree to enter into a New Business Contract or Partial Assignment and Release consistent with this Section 5.17, the parties shall in good faith seek mutually acceptable alternative arrangements for purposes of allocating rights and liabilities and obligations under such Shared Contract (provided, that such arrangements shall not result in a breach or violation of such Shared Contract by the Sellers). Such alternative arrangements may include a subcontracting, sublicensing or subleasing arrangement under which the Buyer would, in compliance with Law, obtain the benefits under, and, to the extent first arising after the Closing, assume the obligations and bear the economic burdens associated with, such Shared Contract solely to the extent related to the Business or under which the Sellers would, upon the Buyer’s request, enforce for the benefit (and at the expense) of the Buyer any and all of the Sellers’ rights against such third party under such Shared Contract solely to the extent related to the Business, and the Sellers would promptly pay to the Buyer when received all monies received by them under such Shared Contract solely to the extent related to the Business. The parties also confirm their present intent to continue in the ordinary course of business consistent with past practice to uphold their respective commitments and cost sharing arrangements regarding sponsored marketing properties relating to the Business, to the extent those are mutually agreed upon from time to time. The Sellers shall provide a list of all Material Contracts and Shared Contracts in which such currently existing commitments and cost sharing arrangements are documented, and, with respect to Shared Contracts, which are related to the Business, as soon as reasonably practicable after the date hereof but in any event prior to the Closing and shall promptly notify the Buyer half of any contract or agreement entered into between the date hereof and the Closing Date in accordance with Section 5.01 in which any such arrangements are documented and which, had such contract or agreement been entered into prior to the date hereof, would have been a Material Contract other amounts required to be set forth on Section 3.12(a) of paid in order to obtain a New Contract with the Disclosure Schedule counterparty to, assign the applicable portion of, or a enter into any alternative arrangement with respect to, any Shared Contract required to be set forth on Section 3.12(b) of the Disclosure ScheduleContract.

Shared Contracts. Prior (a) Schedule 4.9(a) lists all of the Shared Contracts primarily related to the ClosingBusiness, each of the Sellers which Schedule may be supplemented by Buyer and the Buyer shall, Seller from time to time by mutual agreement. Seller shall (and shall cause their respective Affiliates each other Seller Entity to, ) use their respective its commercially reasonable best efforts to obtain from, and (A) cause the counterparty to cooperate in obtaining from, and shall, and shall cause their respective Affiliates to, any such Shared Contract to enter into witha new Contract with Buyer or another designee of Buyer, each third party on terms substantially similar to a those contained in such Shared Contract, either including with respect to pricing, in order for the Business to receive the applicable benefits under such Shared Contract (a) a separate contract or agreement in a form reasonably acceptable to CCR and the Buyer (each such new contract, a “New Contract”) that allocates the rights and obligations of the Sellers and their Affiliates under each such Shared Contract as between the Business, on the one hand, and the retained business of the Sellers and their Affiliates, on the other hand, and which are otherwise substantially similar in all material respects to such Shared Contract), or (bB) a contract or agreement in a form reasonably acceptable to CCR and split the Buyer effective as of the Closing (the “Partial Assignments and Releases”) that (i) assigns the respective rights and obligations under the Shared Contracts such that, effective at or prior to the Closing, (i) Buyer or its designated Affiliate shall be the assigned beneficiary of the rights under such Shared Contract solely to the extent related to the Business and arising after the Closing to the Buyer and (ii) releases the Sellers and their Affiliates from all liabilities or obligations with respect to the Business that arise after the Closing. Any New Contracts that relate to the Business (the “New Business Assumed Shared Contracts”) shall be entered into by the Buyer or its Affiliates effective as of the Closing and shall allocate to the Buyer all rights and obligations of the Sellers or their Affiliates (as applicable) under the applicable Shared Contract being replaced to the extent such rights relate to the Business, and shall be responsible for the liabilities and obligations under the Assumed Shared Contracts to the extent such liabilities and obligations relate to the Business and arise after are included in the Closing. All purchase commitments Assumed Liabilities; and (ii) Seller (or its applicable Affiliate) shall remain the beneficiary of the remaining rights under the Assumed Shared Contracts, and shall remain responsible for the remaining liabilities and obligations under the Assumed Shared Contracts (it being understood that, for the avoidance of doubt, any and all such remaining liabilities and obligations shall be allocated under Retained Liabilities). (b) If the New Business Contracts or the Partial Assignments and Releases as between the BusinessParties are not able, on the one hand, and the retained business of the Sellers and their Affiliates, on the other hand, in an equitable manner that is mutually and reasonably agreed to by the Buyer and the Sellers. In connection with the entering into of New Business Contracts, the parties shall use their reasonable best efforts to ensure that the Sellers and their Affiliates are released by the third party with respect to all liabilities and obligations relating any such Shared Contract, to obtain a New Contract or to so assign such Shared Contract prior to the Business and arising after Closing, then for a period of up to twelve (12) months following the Closing. In , (i) the event that any third party under a Shared Contract does not agree Seller Entities, Buyer and their respective Affiliates shall continue to use commercially reasonable efforts to cause such counterparty to enter into a New Business Contract or Partial Assignment and Release consistent with this Section 5.17, assign to Buyer or another designee of Buyer the parties shall in good faith seek mutually acceptable alternative arrangements for purposes of allocating rights and liabilities benefits and obligations under such Shared Contract as they relate to the Business, and (provided, that ii) until such arrangements shall not result in time as a breach New Contract is executed or violation of such a Shared Contract by is so assigned, the Sellers). Such Seller Entities and Buyer shall use and shall cause their respective Affiliates to use commercially reasonable efforts to secure an alternative arrangements may include a subcontracting, sublicensing or subleasing arrangement reasonably satisfactory to the Parties under which the Buyer Business would, in compliance with applicable Law, obtain the benefits under, and, to the extent first arising after the Closing, assume the obligations and bear the economic burdens associated with, such with the applicable Shared Contract solely such that the Business would be placed in a substantially similar position as if a New Contract were executed. (c) Notwithstanding anything in this Agreement to the extent related contrary, neither Seller nor any of its Affiliates shall be required to the Business pay compensation to any third party, commence or under which the Sellers wouldparticipate in any Proceeding or offer or grant any accommodation (financial or otherwise, upon the Buyer’s request, enforce including any accommodation or arrangement to remain secondarily liable or contingently liable for the benefit (and at the expenseany Assumed Liability) of the Buyer to any and all of the Sellers’ rights against such third party in connection with Seller’s obligations under such Shared Contract solely to the extent related to the Business, and the Sellers would promptly pay to the Buyer when received all monies received by them under such Shared Contract solely to the extent related to the Business. The parties also confirm their present intent to continue in the ordinary course of business consistent with past practice to uphold their respective commitments and cost sharing arrangements regarding sponsored marketing properties relating to the Business, to the extent those are mutually agreed upon from time to time. The Sellers shall provide a list of all Material Contracts and Shared Contracts in which such currently existing commitments and cost sharing arrangements are documented, and, with respect to Shared Contracts, which are related to the Business, as soon as reasonably practicable after the date hereof but in any event prior to the Closing and shall promptly notify the Buyer of any contract or agreement entered into between the date hereof and the Closing Date in accordance with this Section 5.01 in which any such arrangements are documented and which, had such contract or agreement been entered into prior to the date hereof, would have been a Material Contract required to be set forth on Section 3.12(a) of the Disclosure Schedule or a Shared Contract required to be set forth on Section 3.12(b) of the Disclosure Schedule4.9.

Shared Contracts. Prior The parties acknowledge that certain Contracts that are included among the Purchased Assets and are set forth on Schedule 8.09 relate to both the ClosingBusiness and to certain of Sellers’ retained businesses. In the case of such Contracts (the “Shared Contracts”), the parties shall cooperate with each of the Sellers other and the Buyer shall, and shall cause their respective Affiliates to, use their respective commercially reasonable best efforts to (i) obtain from, and the agreement of the third party that is the counterparty to cooperate in obtaining from, and shall, and shall cause their respective Affiliates to, each Shared Contract to enter into witha new contract effective as of the Closing Date pursuant to which the applicable Seller or its Affiliates will receive substantially the same goods and services provided to them under the Shared Contract prior to the Closing on terms and conditions substantially similar to those contained in the Shared Contract as of the Closing Date (each, each third a “Replacement Contract”) and, where applicable, to cause the applicable counterparty to release the applicable Buyer Party assuming such Shared Contract from any applicable minimum quantity or other commitments to the extent such commitments relate to Sellers’ retained businesses and (ii) to the extent a Seller is a party to a Shared Contract, either (a) a separate contract or agreement in a form reasonably acceptable obtain from the counterparty to CCR and the Buyer (a “New Contract”) that allocates the rights and obligations of the Sellers and their Affiliates under each such Shared Contract a release, effective as between of the BusinessClosing Date, of such Seller and its Affiliates from obligations arising after the Closing Date under the Shared Contract. If one or more Replacement Contracts are not obtained prior to or on the one handClosing Date, and unless the retained business parties otherwise agree in writing, during the remaining term of the applicable Shared Contract, the parties shall use their respective commercially reasonable efforts to allow the Sellers and their Affiliates, on the other hand, and which are otherwise substantially similar in all material respects to such Shared Contract, or (b) a contract or agreement in a form reasonably acceptable to CCR and the Buyer effective as of the Closing (the “Partial Assignments and Releases”) that (i) assigns the rights and obligations under such Shared Contract solely to the extent related to the Business and arising after the Closing to the Buyer and (ii) releases the Sellers and their Affiliates from all liabilities or obligations with respect to the Business that arise after the Closing. Any New Contracts that relate to the Business (the “New Business Contracts”) shall be entered into by the Buyer or its Affiliates effective as of the Closing and shall allocate to the Buyer all rights and obligations of the Sellers or their Affiliates (as applicable) under the applicable Shared Contract being replaced to the extent such rights and obligations relate to the Business and arise after the Closing. All purchase commitments under the Shared Contracts shall be allocated under the New Business Contracts or the Partial Assignments and Releases as between the Business, on the one hand, and the retained business of the Sellers and their Affiliates, on the other hand, in an equitable manner that is mutually and reasonably agreed to by the Buyer and the Sellers. In connection with the entering into of New Business Contracts, the parties shall use their reasonable best efforts to ensure that the Sellers and their Affiliates are released by the third party with respect to all liabilities and obligations relating to the Business and arising after the Closing. In the event that any third party under a Shared Contract does not agree to enter into a New Business Contract or Partial Assignment and Release consistent with this Section 5.17, the parties shall in good faith seek mutually acceptable alternative arrangements for purposes of allocating rights and liabilities and obligations under such Shared Contract (provided, that such arrangements shall not result in a breach or violation of such Shared Contract by the Sellers). Such alternative arrangements may include a subcontracting, sublicensing or subleasing arrangement under which the Buyer would, in compliance with Law, obtain the benefits under, and, to the extent first arising after the Closing, assume the obligations permitted by Applicable Law and bear the economic burdens associated with, such Shared Contract solely to the extent related to reasonably within the Business contractual or under which the Sellers would, upon the Buyer’s request, enforce for the benefit (and at the expense) other ability or control of the applicable Buyer any Party, as the case may be, to receive substantially the same goods and all services of the Sellers’ rights against such third party under such subject matter of the Shared Contract solely to the extent related to the Business, and the Sellers would promptly pay to the Buyer when received all monies received by them under such Shared Contract solely to the extent related to the Business. The parties also confirm their present intent to continue in the ordinary course of business consistent with past practice to uphold their respective commitments and cost sharing arrangements regarding sponsored marketing properties relating to the Business, to the extent those are mutually agreed upon from time to time. The Sellers shall provide a list of all Material Contracts and Shared Contracts in which such currently existing commitments and cost sharing arrangements are documented, and, with respect to Shared Contracts, which are related to the Business, as soon as reasonably practicable after the date hereof but in any event prior to the Closing and to bear the economic and other burdens of such Shared Contract. For the avoidance of doubt, in no event shall promptly notify any Replacement Contract impose any obligations or liability on any Buyer Party or its Affiliates after the Buyer of any contract or agreement entered into between the date hereof and the Closing Date in accordance with Section 5.01 in which any such arrangements are documented and which, had such contract or agreement been entered into prior to the date hereof, would have been a Material Contract required to be set forth on Section 3.12(a) of the Disclosure Schedule or a Shared Contract required to be set forth on Section 3.12(b) of the Disclosure ScheduleClosing.

Shared Contracts. Prior to (a) From the date hereof until the Closing, each of upon the Sellers Purchaser’s reasonable request, with respect to any Shared Contract that is not a Transferred Business Contract, the Seller and the Buyer shallPurchaser shall use, and shall cause their respective Affiliates toto use, use their respective commercially reasonable best efforts to obtain from, and cause the counterparty to cooperate in obtaining from, and shall, and shall cause their respective Affiliates to, enter into with, each third party to a Shared Contract, either (a) a separate contract or agreement in a form reasonably acceptable to CCR and the Buyer (a “New Contract”) that allocates the rights and obligations of the Sellers and their Affiliates under each such Shared Contract as between (i) to enter into a new contract with the BusinessPurchaser or any designee of the Purchaser, on the one hand, and the retained business of the Sellers and their Affiliates, on the other hand, and which are otherwise terms substantially similar in all material respects to those contained in such Shared Contract, in order for the Business to receive the applicable benefits under such Shared Contract (each such new contract, a “New Contract”), it being understood that a New Contract will not necessarily contain the same terms as the Shared Contract to which it relates, or (bii) a contract if practicable, and (subject to any required third-party consents or agreement in a form reasonably acceptable notices and any restrictions imposed by applicable Law), to CCR and assign to the Buyer effective as Purchaser or any designee of the Closing (Purchaser the “Partial Assignments and Releases”) that (i) assigns the rights benefits and obligations under such Shared Contract solely to the extent related relating to the Business and arising after Business; provided, that no member of the Closing to the Buyer and (ii) releases the Sellers and their Affiliates from all liabilities or obligations with respect to the Business that arise after the Closing. Any New Contracts that relate to the Business (the “New Business Contracts”) Seller Group shall be entered into by required to assign any such benefits and obligations under any Shared Contract if doing so would reasonably be anticipated to materially and adversely affect the Buyer or its Affiliates effective as rights of such member of the Closing and shall allocate to the Buyer all rights and obligations of the Sellers or their Affiliates (as applicable) under the applicable Shared Contract being replaced to the extent such rights and obligations relate to the Business and arise after the Closing. All purchase commitments under the Shared Contracts shall be allocated under the New Business Contracts or the Partial Assignments and Releases as between the Business, on the one hand, and the retained business of the Sellers and their Affiliates, on the other hand, in an equitable manner that is mutually and reasonably agreed to by the Buyer and the SellersSeller Group thereunder. In connection with the entering into of New Business Contracts, the parties Seller and the Purchaser shall use use, and shall cause their respective Affiliates to use, reasonable best efforts to ensure that each member of the Sellers Seller Group and their its Affiliates are released by the third party such counterparty with respect to all liabilities and obligations relating to the Business and arising after the Closing and the Purchaser shall indemnify and hold harmless the applicable member of the Seller Group from and against all Losses to the extent arising from or relating to the obligations of the Purchaser or the Business under any New Contract. (b) If, prior to the Closing. In , the event that parties are not able, with respect to any third party under such Shared Contract, to obtain a New Contract in respect of such Shared Contract does not agree or to assign to the Purchaser or its designee the benefits and obligations of such Shared Contract to the extent relating to the Business, then for a period of six months following the Closing, (i) the Seller and the Purchaser shall continue to use commercially reasonable efforts to cause such counterparty to enter into such a New Business Contract or Partial Assignment and Release consistent with this Section 5.17, the parties shall in good faith seek mutually acceptable alternative arrangements for purposes of allocating rights and liabilities so assign such benefits and obligations under such Shared Contract and (providedii) until such time as such a New Contract is executed or such benefits and obligations under such Shared Contract are so assigned, that the Seller and the Purchaser shall enter into such reasonable and lawful arrangements reasonably satisfactory to both parties as shall not result in a breach or violation provide the applicable rights and benefits of such Shared Contract by to the Sellers). Such alternative arrangements may include a subcontractingPurchaser or its designee, sublicensing and shall require the Purchaser or subleasing arrangement under which its designee to pay or satisfy the Buyer wouldcorresponding liabilities and obligations with respect to such Shared Contract, in compliance with Law, obtain the benefits under, and, each case to the same extent first arising after as if such a New Contract had been executed or such benefits and obligations had been so assigned as of the Closing, assume the obligations and bear the economic burdens associated with, such Shared Contract solely to the extent related to the Business or under which the Sellers would, upon the Buyer’s request, enforce for the benefit (and at the expense) of the Buyer any and all of the Sellers’ rights against such third party under such Shared Contract solely to the extent related to the Business, and the Sellers would promptly pay to the Buyer when received all monies received by them under such Shared Contract solely to the extent related to the Business. The parties also confirm shall use commercially reasonable efforts to structure the provision of the benefits of any Shared Contract to Purchaser in a manner that does not result in any member of the Seller Group or any of their present intent Affiliates recognizing net taxable income (taking into account any deductions available for payments made to continue Purchaser) with respect to such structure, provided, that if notwithstanding such efforts any member of the Seller Group or any of their Affiliates recognizes net taxable income as a result of such structure, then the amount payable by Seller shall be reduced by 25.5% of such net taxable income, and provided further, that the foregoing shall not prevent any member of the Seller Group or any of their Affiliates from reporting net taxable income arising from such structure on its Tax returns as required by applicable Law as reasonably determined by Seller. Notwithstanding the six month time period specified in the ordinary course first sentence of business consistent with past practice to uphold their respective commitments and cost sharing arrangements regarding sponsored marketing properties relating to the Business, to the extent those are mutually agreed upon from time to time. The Sellers shall provide a list of all Material Contracts and Shared Contracts in which such currently existing commitments and cost sharing arrangements are documented, andthis Section 5.7(b), with respect to any Shared ContractsContract that is a Contract with a Governmental Authority, which are related the reasonable and lawful arrangement contemplated by this Section 5.7(b) shall continue until the end of the term of such Shared Contract as in effect on the Closing Date. (c) Notwithstanding anything to the Businesscontrary in this Agreement, except as soon as reasonably practicable after provided in the final sentence of Section 5.7(b), no member of the Seller Group shall have any obligation under this Section 5.7 following the first anniversary of the Closing Date. No member of the Seller Group shall be required to make any expenditure or incur any liability in connection with any such activities described in this Section 5.7, unless reimbursed by the Purchaser for the full amount of any such expenditure or liability (for actual costs only). The Purchaser acknowledges that no member of the Seller Group shall have any liability or obligation with respect to any New Contract or failure to obtain any New Contract. (d) From the date hereof but in through the Closing, neither the Seller nor any event prior to the Closing and shall promptly notify the Buyer of its Affiliates will enter into any contract or agreement entered into between the date hereof and the Closing Date in accordance with Section 5.01 in which any such arrangements are documented and which, had such contract or agreement been entered into prior to the date hereof, new Contract that would have been a Material Contract required to be set forth on Section 3.12(a) of the Disclosure Schedule or constitute a Shared Contract required without prior consultation with the Purchaser as to the provisions of such Shared Contract that will affect the Business and without the Purchaser’s prior written consent, which consent shall not be set forth on Section 3.12(b) of the Disclosure Scheduleunreasonably withheld, conditioned or delayed.

Shared Contracts. Prior (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 applicable Subsidiary and Purchaser otherwise agree or the benefits of any Shared Contract described in this Section 5.14(a) are otherwise expressly conveyed to the applicable party pursuant to this Agreement 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 immaterial to the Business) to be apportioned (including by using their respective commercially reasonable efforts to obtain the Approval of such counterparty to enter into a new contract or amendment, or splitting or assigning in relevant part such Shared Contract), effective as of the Closing, each of the Sellers between Seller or its applicable Subsidiary and the Buyer shallCompany, and shall cause their respective Affiliates to, use their respective reasonable best efforts pursuant to obtain from, and to cooperate in obtaining from, and shall, and shall cause their respective Affiliates to, enter into with, each third party to a Shared Contract, either (a) a separate contract which Seller or agreement in a form reasonably acceptable to CCR and the Buyer (a “New Contract”) that allocates its applicable Subsidiary will assume all of the rights and obligations of the Sellers and their Affiliates under each such Shared Contract as between to the Businessextent relating to the Retained Businesses, on the one hand, and the retained business Company will assume all of the Sellers and their Affiliates, on the other hand, and which are otherwise substantially similar in all material respects to such Shared Contract, or (b) a contract or agreement in a form reasonably acceptable to CCR and the Buyer effective as of the Closing (the “Partial Assignments and Releases”) that (i) assigns the rights and obligations under such Shared Contract solely to the extent related relating to the Business Business, on the other hand and arising after use their commercially reasonable efforts to, as soon as practicable, terminate the Closing Purchaser or Company portion of such Shared Contract and to enter into a new Contract with the Buyer and Company in respect of such portion, such new Contract (ii) releases the Sellers and their Affiliates from all liabilities or obligations with respect to the Business that arise after the Closing. Any New Contracts that relate to the Business (the a “New Business ContractsReplacement Contract”) shall be entered into by the Buyer or its Affiliates being effective as of the Closing Date and shall allocate limited to the Buyer all rights and obligations of the Sellers or their Affiliates (as applicable) Business but otherwise on substantially similar terms to those that existed under the applicable Shared Contract being replaced 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 such rights and obligations relate to the Business and arise after the Closing. All purchase commitments under the Shared Contracts shall be allocated under the New Business Contracts or the Partial Assignments and Releases as between the Business, on the one hand, and the retained business of the Sellers and their Affiliates, on the other hand, in an equitable manner that is mutually and reasonably agreed to by the Buyer and the Sellers. In connection with the entering into of New Business Contracts, the parties shall use their reasonable best efforts to ensure that the Sellers and their Affiliates are released by the third party with respect to all liabilities and obligations relating to the Business and arising after the Closing. In the event that any third party under a Replacement Contract has not been concluded for a Shared Contract does not agree prior to the Closing Date, the Seller and the Purchaser shall, in good faith, enter into a New subcontract or sublicensing arrangement for the Business Contract or Partial Assignment and Release consistent with this Section 5.17, to continue to receive such services until the parties shall in good faith seek mutually acceptable alternative arrangements for purposes earlier of allocating rights and liabilities and obligations under such Shared Contract (provided, that such arrangements shall not result in a breach or violation x) the natural expiration of such Shared Contract by but not to exceed six (6) months from the Sellers)Closing Date or (y) the Company’s entry into a Replacement Contract. Such alternative arrangements may include a subcontracting, sublicensing or subleasing arrangement under which the Buyer would, in compliance with Law, obtain the benefits under, and, to the extent first arising From and after the Closing, assume (1) the obligations Purchaser or the Company shall reimburse, indemnify and bear hold harmless Seller and its Subsidiaries against all Covered Losses arising from or relating to the economic burdens associated with, such portion of any Shared Contract solely apportioned to the extent related Business, (2) the Seller shall reimburse, indemnify and hold harmless Purchaser and its Subsidiaries (including the Company) against all Covered Losses arising from or relating to the portion of any Shared Contract apportioned to the Retained Business and (3) Seller and its Affiliates shall not amend the terms of any Shared Contract in a manner that would materially and adversely affect the Business without the prior written consent of Purchaser (not to be unreasonably withheld, conditioned or under which delayed). (b) Notwithstanding anything in this Agreement to the Sellers wouldcontrary, upon any apportionment to Purchaser of any Shared Contract that 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 Buyer’s requestmatters contemplated by Section 5.14(a) that would (i) constitute a breach or other contravention in respect of any Shared Contract, enforce for (ii) be ineffective, void or voidable, or (iii) adversely affect the benefit (and at contractual rights of Seller or its Subsidiaries or any of 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 expense) Closing shall nonetheless take place subject only to the satisfaction or waiver of the Buyer conditions set forth in Article VII. (c) The Seller shall, and shall cause its Affiliates to following the Closing Date, provide access to Purchaser to all relevant books, records and other documents and information in relation to the Purchaser or Company portion of any and all of the Sellers’ rights against such third party under such Shared Contract solely as the Purchaser may reasonably require. (d) Solely to the extent related to the Business, and the Sellers would Seller shall promptly pay forward to the Buyer when received all monies received by them under such Shared Contract solely to the extent related to the Business. The parties also confirm their present intent to continue in the ordinary course of business consistent with past practice to uphold their respective commitments and cost sharing arrangements regarding sponsored marketing properties relating to the Business, to the extent those are mutually agreed upon from time to time. The Sellers shall provide Purchaser a list copy of all Material Contracts and Shared Contracts in which such currently existing commitments and cost sharing arrangements are documentedcorrespondence, andnotice or any other document or items received, or sent, with respect to the Shared ContractsContract; provided, which are related 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 Business, as soon as reasonably practicable after prior written consent of the date hereof but in any event prior to the Closing and shall promptly notify the Buyer Seller (including review of any contract documentation or agreement entered information proposed to be sent to such counterparty). (e) Upon the entry into a Replacement Contract for any Shared Contract, any contractual arrangements between the date hereof and the Closing Date parties hereto in accordance with Section 5.01 in which any such arrangements are documented 5.14(a), if any, shall automatically terminate or be discontinued, as the case may be and which, had such contract (i) Seller and its Affiliates shall owe no further obligations to Purchaser or agreement been entered into prior its Affiliates with respect thereto and (ii) Purchaser and its Affiliates shall owe no further obligations to the date hereof, would have been a Material Contract required to be set forth on Section 3.12(a) of the Disclosure Schedule Seller or a Shared Contract required to be set forth on Section 3.12(b) of the Disclosure Scheduleits Affiliates with respect thereto.

Shared Contracts. Prior (a) From and after the date hereof until the expiration of the Agreement Term (as defined in the Transition Services Agreement), Seller shall, and shall cause its Affiliates to, cooperate with Buyer to the Closingextent reasonably requested by Buyer to use commercially reasonable efforts to cause the counterparty to any Shared Contract of Seller or its Affiliate that is not a Transferred Contract to enter into a new agreement, or an amendment or assignment of 50213729.30 such Shared Contract, with Buyer or its Affiliate with respect to the matters addressed by such Shared Contract that are related to the Business such that the identifiable and severable portions of such Shared Contracts that are related to the Business may be transferred to Buyer or its Affiliates; provided, that and nothing in this Section 5.21 shall limit Seller’s obligation to transfer to Buyer any Business Owned IP or license to Buyer any Excluded Intellectual Property, in each case, in accordance with the terms set forth in this Agreement. (b) From and after the date hereof until the expiration of the Sellers and Agreement Term (as defined in the Transition Services Agreement), Buyer shall, and shall cause their respective its Affiliates to, cooperate with Seller to the extent reasonably requested by Seller to use their respective commercially reasonable best efforts to obtain from, and cause the counterparty to cooperate in obtaining from, and shall, and shall cause their respective Affiliates to, any Transferred Contract that is a Shared Contract to enter into witha new agreement, each third party to a Shared Contract, either (a) a separate contract or agreement in a form reasonably acceptable to CCR and the Buyer (a “New Contract”) that allocates the rights and obligations an amendment or assignment of the Sellers and their Affiliates under each such Shared Contract as between the Business, on the one hand, and the retained business of the Sellers and their Affiliates, on the other hand, and which are otherwise substantially similar in all material respects to such Shared Contract, with Seller or its Affiliates with respect to the matters addressed by such Shared Contract that are not related to the Business such that the identifiable and severable portions of such Shared Contracts that are not related to the Business may be transferred to Seller or its Affiliates. (bc) Neither Seller nor Buyer shall be required to compromise any right, asset or benefit or expend any material amount or incur any Liability or provide any other material consideration in connection with the foregoing. (d) Following Closing, with respect to commission, profit sharing and other payments (whether contingent or otherwise) payable to any Insurance Producer relating to In-Scope Policies under any Shared Contract to which such Insurance Producer is a contract party, such payments shall be allocated and payable by Buyer or agreement in a form reasonably acceptable its Affiliates (or reimbursed by Buyer to CCR and the Buyer effective as Seller if paid directly by Seller) based on an allocated percentage of the Closing total commission, profit sharing and other payments (whether contingent or otherwise) payable to the “Partial Assignments and Releases”) that (i) assigns the rights and obligations Insurance Producer under such Shared Contract solely where the allocated percentage shall equal to the extent related to the Business and arising after the Closing to the Buyer and (ii) releases the Sellers and their Affiliates from all liabilities or obligations premiums received with respect to the Business that arise after In-Scope Policies over the Closing. Any New Contracts that relate to the Business (the “New Business Contracts”) shall be entered into by the Buyer or its Affiliates effective as of the Closing and shall allocate to the Buyer total premium received for all rights and obligations of the Sellers or their Affiliates (as applicable) under the applicable Shared Contract being replaced to the extent such rights and obligations relate to the Business and arise after the Closing. All purchase commitments under the Shared Contracts shall be allocated under the New Business Contracts or the Partial Assignments and Releases as between the Business, on the one hand, and the retained business of the Sellers and their Affiliates, on the other hand, in an equitable manner that is mutually and reasonably agreed to by the Buyer and the Sellers. In connection with the entering into of New Business Contracts, the parties shall use their reasonable best efforts to ensure that the Sellers and their Affiliates are released by the third party with respect to all liabilities and obligations relating to the Business and arising after the Closing. In the event that any third party under a Shared Contract does not agree to enter into a New Business Contract or Partial Assignment and Release consistent with this Section 5.17, the parties shall in good faith seek mutually acceptable alternative arrangements for purposes of allocating rights and liabilities and obligations Policies covered under such Shared Contract (provided, that such arrangements shall not result in a breach or violation of such Shared Contract by the Sellers). Such alternative arrangements may include a subcontracting, sublicensing or subleasing arrangement under which the Buyer would, in compliance with Law, obtain the benefits under, and, to the extent first arising after the Closing, assume the obligations and bear the economic burdens associated with, such Shared Contract solely to the extent related to the Business or under which the Sellers would, upon the Buyer’s request, enforce for the benefit (and at the expense) of the Buyer any and all of the Sellers’ rights against such third party under such Shared Contract solely to the extent related to the Business, and the Sellers would promptly pay to the Buyer when received all monies received by them under such Shared Contract solely to the extent related to the Business. The parties also confirm their present intent to continue in the ordinary course of business consistent with past practice to uphold their respective commitments and cost sharing arrangements regarding sponsored marketing properties relating to the Business, to the extent those are mutually agreed upon from time to time. The Sellers shall provide a list of all Material Contracts and Shared Contracts in which such currently existing commitments and cost sharing arrangements are documented, and, with respect to Shared Contracts, which are related to the Business, as soon as reasonably practicable after the date hereof but in any event prior to the Closing and shall promptly notify the Buyer of any contract or agreement entered into between the date hereof and the Closing Date in accordance with Section 5.01 in which any such arrangements are documented and which, had such contract or agreement been entered into prior to the date hereof, would have been a Material Contract required to be set forth on Section 3.12(a) of the Disclosure Schedule or a Shared Contract required to be set forth on Section 3.12(b) of the Disclosure Schedulerelevant period.

Shared Contracts. Prior (a) Except as otherwise agreed by the Sellers and the Buyer or as otherwise expressly provided in this Agreement or the Ancillary Agreements (including with respect to any Contract identified by Buyer and Seller as reasonably necessary for Buyer to continue operation of the Business upon termination of any service provided under the Transition Services Agreement), until the expiration or termination date of the applicable Shared Contract (assuming, for these purposes, that the then‑current term in effect as of immediately prior to the ClosingClosing is not renewed or extended), the Parties shall (and shall cause their Affiliates to) use reasonable best efforts to obtain or structure an arrangement for the Buyer to receive the rights and benefits, and bear the obligations and burdens, of the portion of such Shared Contract that the Buyer determines is reasonably necessary for Buyer to continue operation of the Business upon termination of any service provided under the Transition Services Agreement; provided, that the Sellers and their respective Affiliates shall not be required to take any action that would, in the good‑faith judgment of the Sellers, constitute a breach or other contravention of the rights of any Person(s), be ineffective under, or contravene, applicable Law or any such Shared Contract or adversely affect the contractual rights of the Sellers or any of their respective Affiliates. The Buyer shall indemnify and hold harmless the Sellers and their respective Affiliates for and against all out-of-pocket Liabilities (including Tax Liabilities) arising out of or relating to each such arrangement. With respect to any Liability pursuant to, under or relating to any Shared Contract, such Liability shall be allocated between the applicable Seller, on the one hand, and the Buyer, on the other hand, as follows: (i) if a Liability is incurred solely in respect of the Business or the other businesses of such Seller, such Liability shall be allocated to the Buyer (to the extent it would otherwise constitute an Assumed Liability) or such Seller (to the extent it would otherwise constitute an Excluded Liability), and (ii) if a Liability cannot be so allocated under clause (i), such Liability shall be allocated to such applicable Seller, or the Buyer, as the case may be, based on the relative proportion of total benefit received by the Business (taking into account the extent to which such Liability would otherwise constitute an Assumed Liability or an Excluded Liability hereunder) and the other businesses of such Seller under the relevant Shared Contract, as reasonably determined by such Seller consistent with this Agreement. Notwithstanding the foregoing, each of the Sellers and the Buyer shall, and shall cause be responsible for any or all Liabilities arising from its (or its Affiliates’) direct or indirect breach of any Shared Contract. (b) Nothing in this Section 5.4 shall be construed so as to require any of the Parties or their respective Affiliates toto pay money to any Third Party, use their respective reasonable best efforts commence any litigation or offer or grant any accommodation (financial or otherwise) to obtain fromany Third Party in connection with the separation or transfer of, and or otherwise in respect of, any Shared Contract. For the avoidance of doubt, neither the Sellers nor the Buyer shall be required to cooperate provide credit support for the other Party in obtaining from, and shall, and shall cause their respective Affiliates to, enter into with, each third party to respect of such other Party’s portion of a Shared Contract, either (a) a separate contract or agreement in a form reasonably acceptable to CCR and the Buyer (a “New Contract”) that allocates the rights and obligations of the Sellers and their Affiliates under each such Shared Contract as between the Business, on the one hand, and the retained business of the Sellers and their Affiliates, on the other hand, and which are otherwise substantially similar in all material respects to such Shared Contract, or (b) a contract or agreement in a form reasonably acceptable to CCR and the Buyer effective as of the Closing (the “Partial Assignments and Releases”) that (i) assigns the rights and obligations under such Shared Contract solely to the extent related to the Business and arising after the Closing to the Buyer and (ii) releases the Sellers and their Affiliates from all liabilities or obligations with respect to the Business that arise after the Closing. Any New Contracts that relate to the Business (the “New Business Contracts”) shall be entered into by the Buyer or its Affiliates effective as of the Closing and shall allocate to the Buyer all rights and obligations of the Sellers or their Affiliates (as applicable) under the applicable Shared Contract being replaced to the extent such rights and obligations relate to the Business and arise after the Closing. All purchase commitments under the Shared Contracts shall be allocated under the New Business Contracts or the Partial Assignments and Releases as between the Business, on the one hand, and the retained business of the Sellers and their Affiliates, on the other hand, in an equitable manner that is mutually and reasonably agreed to by the Buyer and the Sellers. In connection with the entering into of New Business Contracts, the parties shall use their reasonable best efforts to ensure that the Sellers and their Affiliates are released by the third party with respect to all liabilities and obligations relating to the Business and arising after the Closing. In the event that any third party under a Shared Contract does not agree to enter into a New Business Contract or Partial Assignment and Release consistent with this Section 5.17, the parties shall in good faith seek mutually acceptable alternative arrangements for purposes of allocating rights and liabilities and obligations under such Shared Contract (provided, that such arrangements shall not result in a breach or violation of such Shared Contract by the Sellers). Such alternative arrangements may include a subcontracting, sublicensing or subleasing arrangement under which the Buyer would, in compliance with Law, obtain the benefits under, and, to the extent first arising after the Closing, assume the obligations and bear the economic burdens associated with, such Shared Contract solely to the extent related to the Business or under which the Sellers would, upon the Buyer’s request, enforce for the benefit (and at the expense) of the Buyer any and all of the Sellers’ rights against such third party under such Shared Contract solely to the extent related to the Business, and the Sellers would promptly pay to the Buyer when received all monies received by them under such Shared Contract solely to the extent related to the Business. The parties also confirm their present intent to continue in the ordinary course of business consistent with past practice to uphold their respective commitments and cost sharing arrangements regarding sponsored marketing properties relating to the Business, to the extent those are mutually agreed upon from time to time. The Sellers shall provide a list of all Material Contracts and Shared Contracts in which such currently existing commitments and cost sharing arrangements are documented, and, with respect to Shared Contracts, which are related to the Business, as soon as reasonably practicable after the date hereof but in any event prior to the Closing and shall promptly notify the Buyer of any contract or agreement entered into between the date hereof and the Closing Date in accordance with Section 5.01 in which any such arrangements are documented and which, had such contract or agreement been entered into prior to the date hereof, would have been a Material Contract required to be set forth on Section 3.12(a) of the Disclosure Schedule or a Shared Contract required to be set forth on Section 3.12(b) of the Disclosure Schedule.

Shared Contracts. Prior to the Closing, each (i) Section 2.5(e)(i) of the Sellers and the Buyer shall, and shall cause their respective Affiliates to, use their respective reasonable best efforts to obtain from, and to cooperate in obtaining from, and shall, and shall cause their respective Affiliates to, enter into with, each third party to a Shared Contract, either (a) a separate contract Disclosure Schedules lists all Contracts which have rights or agreement in a form reasonably acceptable to CCR and the Buyer (a “New Contract”) that allocates the rights and obligations of the Sellers and their Affiliates under each such Shared Contract as between affecting both the Business, on the one hand, and the retained business other businesses of the Sellers and their AffiliatesSeller or any of the Seller Subsidiaries, on the other handhand (such Contracts, the “Shared Contracts”). (ii) Notwithstanding anything to the contrary in this Agreement, the Transferred Assets shall include only those provisions and rights under each Shared Contract to the extent that they relate to the Business under a Shared Contract (such provisions and rights, the “Shared Contract Rights”) and the Assumed Liabilities shall include only those provisions and obligations under each Shared Contract to the extent they relate to the Business under a Shared Contract (such provisions and obligations, the “Shared Contract Obligations”). All provisions of, and rights and obligations which are otherwise substantially similar in all material respects to such arise under, a Shared ContractContract other than the Shared Contract Rights and the Shared Contract Obligations shall be Excluded Assets and Excluded Liabilities, or respectively. (biii) a contract or agreement in a form reasonably acceptable to CCR Each of the Seller and the Buyer effective as of shall, in cooperation with the Closing other, use its commercially reasonable efforts (the “Partial Assignments in accordance with Section 2.5(a)) both before and Releases”) that (i) assigns the rights and obligations under such Shared Contract solely to the extent related to the Business and arising after the Closing to effect the assignment of the Shared Contract Rights and the Shared Contract Obligations to the Buyer by, among other things, amending the Shared Contracts to separately assign the Shared Contract Rights and (ii) releases the Sellers and their Affiliates from all liabilities Shared Contract Obligations to the Buyer and, if necessary or obligations deemed desirable by the Seller or the Buyer, to execute new contracts with respect thereto; provided, however, that such commercially reasonable efforts shall not require the payment of any consideration (monetary or otherwise) to, or the concession or provision of any right (other than of an immaterial nature) to, or the amendment or modification in any manner adverse (other than of an immaterial nature) to the Business Seller or the Buyer of any Shared Contract with, any third Person that arise after is not a Governmental Authority. Without limitation of the Closing. Any New Contracts that relate foregoing, to the Business (extent the “New Business Contracts”) shall be entered into by Shared Contract Rights and the Buyer or its Affiliates effective Shared Contract Obligations have not been assigned as of the Closing and shall allocate to the Buyer all rights and obligations Closing, each of the Sellers or their Affiliates (as applicable) under the applicable Shared Contract being replaced to the extent such rights and obligations relate to the Business and arise after the Closing. All purchase commitments under the Shared Contracts shall be allocated under the New Business Contracts or the Partial Assignments and Releases as between the Business, on the one hand, and the retained business of the Sellers and their Affiliates, on the other hand, in an equitable manner that is mutually and reasonably agreed to by the Buyer and the Sellers. In connection with the entering into of New Business Contracts, the parties shall use their reasonable best the efforts set forth in Section 2.5(a) and Section 2.9(d) to ensure seek a Customer Migration Event. Reference is also made to the customer migration-related services to be provided by Seller pursuant to the Transition Services Agreement and the proviso in Section 2.5(d). Notwithstanding anything in this Agreement or any Ancillary Agreement to the contrary, from and after the Closing, neither Seller nor any Seller Subsidiary shall have any (x) obligation to extend any Shared Contract for which the Shared Contract Rights and the Shared Contract Obligations have not been assigned, (y) liability for failure to extend (or for timely sending a notice of non-renewal of) any such Shared Contract at the end of its then current term, or (z) take any action that the Sellers and their Affiliates are released would be adverse to its Registry Services Business. Unless otherwise agreed by the third party with respect Buyer (it being understood that such agreement may be withheld in the Buyer’s sole discretion), such amendments and new contracts shall be on pricing terms equal to all liabilities and obligations relating the terms applicable to the Business under the associated Shared Contract, and arising after shall otherwise be on terms and conditions (except for any de minimis changes) no less favorable to the ClosingBuyer than the terms and conditions applicable to the Business under the associated Shared Contract. In To the event that extent the assignment of any third party Shared Contract Rights and Shared Contract Obligations contemplated hereby has not been completed by the Reversion Date, any such customer under a Shared Contract does not agree to enter into shall be considered a New Business Contract or Partial Assignment and Release consistent with this Section 5.17, the parties shall in good faith seek mutually acceptable alternative arrangements for purposes of allocating rights and liabilities and obligations under such Shared Contract (provided, that such arrangements shall not result in a breach or violation of such Shared Contract by the Sellers). Such alternative arrangements may include a subcontracting, sublicensing or subleasing arrangement under which the Buyer would, in compliance with Law, obtain the benefits under, and, to the extent first arising after the Closing, assume the obligations and bear the economic burdens associated with, such Shared Contract solely to the extent related to the Business or under which the Sellers would, upon the Buyer’s request, enforce for the benefit (and at the expense) of the Buyer any and all of the Sellers’ rights against such third party under such Shared Contract solely to the extent related to the Business, and the Sellers would promptly pay to the Buyer when received all monies received by them under such Shared Contract solely to the extent related to the Business. The parties also confirm their present intent to continue in the ordinary course of business consistent with past practice to uphold their respective commitments and cost sharing arrangements regarding sponsored marketing properties relating to the Business, to the extent those are mutually agreed upon from time to time. The Sellers shall provide a list of all Material Contracts and Shared Contracts in which such currently existing commitments and cost sharing arrangements are documented, and, with respect to Shared Contracts, which are related to the Business, as soon as reasonably practicable after the date hereof but in any event prior to the Closing and shall promptly notify the Buyer of any contract or agreement entered into between the date hereof and the Closing Date in accordance with Section 5.01 in which any such arrangements are documented and which, had such contract or agreement been entered into prior to the date hereof, would have been a Material Contract required to be set forth on Section 3.12(a) of the Disclosure Schedule or a Shared Contract required to be set forth on Section 3.12(b) of the Disclosure ScheduleReverting Customer.

Shared Contracts. (a) TKO acknowledges that the members of the EDR Group are party to certain Contracts (including sales orders and purchase orders, but excluding Contracts for goods or services to be provided under the Transition Services Agreement) that relate both to the Businesses and one or more of the Excluded EDR Businesses (each, a “Shared Contract”). Prior to the Closing, and until the expiration or termination date of the applicable Shared Contract (but if the term in indefinite, only for two (2) years after the Closing), each of the Sellers EDR Parties and the Buyer TKO shall, and shall cause the other members of the EDR Group and their respective Affiliates toAffiliates, respectively, to use their respective reasonable best efforts to obtain from, and to cooperate in obtaining from, and shall, and shall cause their respective Affiliates to, enter into with, from each third party to a Shared Contract, either (ai) a separate contract or agreement in a form reasonably acceptable to CCR and the Buyer (a “New Contract”) that allocates the rights and obligations of the Sellers and their Affiliates EDR Group under each such Shared Contract as between the BusinessBusinesses, on the one hand, and the retained business of the Sellers and their AffiliatesExcluded EDR Businesses, on the other hand, and which which, as it relates to the Businesses, are otherwise substantially similar in all material respects to such Shared ContractContract (or on terms that are otherwise reasonably acceptable to TKO and the EDR Parties), or (bii) a contract Contract or agreement in a form reasonably acceptable to CCR and the Buyer effective as of the Closing (the “Partial Assignments and Releases”) that (i) assigns the rights and obligations of the EDR Group under such Shared Contract solely to the extent related to the Business and arising after the Closing Businesses to the Buyer and (ii) releases Transferred Entities, or assigns the Sellers and their Affiliates from all liabilities or obligations with respect to the Business that arise after the Closing. Any New Contracts that relate to the Business (the “New Business Contracts”) shall be entered into by the Buyer or its Affiliates effective as of the Closing and shall allocate to the Buyer all rights and obligations of the Sellers or their Affiliates (as applicable) EDR Group under the applicable such Shared Contract being replaced to the extent such rights and obligations relate related to the Business and arise after Excluded EDR Businesses to a member of the ClosingRemaining EDR Group, as applicable (in each case, including by amending such Shared Contract to remove the applicable member of the EDR Group as a party thereto). All purchase commitments under None of the Shared Contracts EDR Parties, TKO, any Transferred Entity or their respective Affiliates shall be allocated under the required to commence, defend or participate in any litigation or offer or pay any money or otherwise grant any accommodation (financial or otherwise) to any third Person (an “Extraordinary Action”) to obtain any New Business Contracts Contract or the Partial Assignments Assignment and Releases as between the Business, on the one hand, and the retained business of the Sellers and their Affiliates, on the other hand, in an equitable manner that is mutually and reasonably agreed to by the Buyer and the Sellers. In connection with the entering into of New Business Contracts, the parties shall use their reasonable best efforts to ensure that the Sellers and their Affiliates are released by the third party Release with respect to all liabilities and obligations relating to the Business and arising after any Shared Contract. (b) If following the Closing. In the event that , any third party under a Shared Contract does not agree to enter into a New Business Contract or Partial Assignment and Release consistent with this Section 5.176.02(a), the parties shall in for a period of up to two (2) years or until the earlier expiration or termination date of the applicable Shared Contract, cooperate with each other and, following good faith discussions between the parties, seek to obtain or structure mutually acceptable alternative arrangements for purposes the applicable member of allocating the EDR Group and the applicable Transferred Entity (or TKO or its Subsidiaries) receiving rights and benefits, and bearing liabilities and obligations under such Shared Contract obligations, (providedi) with respect to the EDR Group, to the extent related to the Excluded EDR Businesses, Excluded Assets and Excluded Liabilities, and (ii) with respect to the Transferred Entities (or TKO or its Subsidiaries), to the extent related to the Businesses (other than Excluded Liabilities), Transferred Assets and Transferred Liabilities (provided that such arrangements shall not result in a breach or violation of such Shared Contract by any of the Sellersparties thereto or a violation of applicable Law) (each, a “Back-to-Back Arrangement”). Such alternative arrangements may include . (c) With respect to Liabilities, rights and benefits pursuant to, under or relating to a subcontractinggiven Shared Contract, sublicensing or subleasing arrangement under which relating to occurrences from and after the Buyer would, in compliance with Law, obtain the benefits under, andClosing, to the extent first arising after the Closinga New Contract, assume the obligations a Partial Assignment and bear the economic burdens associated withRelease or a Back-to-Back Arrangement has not been entered into in respect to such Shared Contract, such Liabilities, rights and benefits shall, unless otherwise allocated pursuant to this Agreement or any other Ancillary Agreement or as otherwise mutually agreed between the EDR Parties and the TKO Parties, be allocated between the EDR Group and TKO as follows: (i) If a Liability is incurred, or if a right or benefit is obtained, exclusively in respect of the Businesses (other than Excluded Liabilities and Excluded Assets), Transferred Assets or Transferred Liabilities or exclusively in respect of the Excluded EDR Businesses, Excluded Assets or Excluded Liabilities, such Liability, right or benefit shall be allocated to TKO or its applicable Subsidiary (including the Transferred Entities) (in respect of the Business (other than Excluded Liabilities and Excluded Assets), Transferred Assets or Transferred Liabilities) or the EDR Group (in respect of the Excluded EDR Businesses), Excluded Assets or Excluded Liabilities, as applicable; (ii) If a Liability, right or benefit cannot be so allocated under Section 6.02(c) above, such Liability, right or benefit shall be allocated to the EDR Group or TKO or one or more of their respective Subsidiaries, as the case may be, based on the relative proportions of total benefit received (over the term of the Shared Contract solely remaining as of the Closing Date, measured as of the date of the allocation) by the Businesses (other than Excluded Liabilities and Excluded Assets), Transferred Assets or Transferred Liabilities or the Excluded EDR Businesses, Excluded Assets or Excluded Liabilities (as applicable) under the relevant Shared Contract. Notwithstanding the foregoing, each of the EDR Parties, on the one hand, and TKO, on the other hand, shall be responsible for any or all Liabilities to the extent related to the Business to, resulting from, or under which the Sellers wouldarising out of its (or its Subsidiaries’, upon the Buyer’s request, enforce for the benefit (and at the expense) of the Buyer any and all of the Sellers’ rights against such third party under such Shared Contract solely to the extent related to the Business, and the Sellers would promptly pay to the Buyer when received all monies received by them under such Shared Contract solely to the extent related to the Business. The parties also confirm their present intent to continue in the ordinary course of business consistent with past practice to uphold their respective commitments and cost sharing arrangements regarding sponsored marketing properties relating to the Business, to the extent those are mutually agreed upon from time to time. The Sellers shall provide a list of all Material Contracts and Shared Contracts in which such currently existing commitments and cost sharing arrangements are documented, andincluding, with respect to TKO, the Transferred Entities) direct or indirect breach of, or actions under, the relevant Shared ContractsContract to which this Section 6.02 otherwise pertains. (d) If the EDR Group, on the one hand, or TKO or any of its Subsidiaries (including the Transferred Entities), on the other hand, receives any benefit or payment which are related under any Shared Contract was intended for the other, the EDR Parties and TKO will use their respective reasonable best efforts to, and to cause their respective Subsidiaries to (including, with respect to TKO, the Transferred Entities), deliver such benefit or payment to the Business, as soon as reasonably practicable after the date hereof but in any event prior to the Closing and shall promptly notify the Buyer of any contract or agreement entered into between the date hereof and the Closing Date in accordance with Section 5.01 in which any such arrangements are documented and which, had such contract or agreement been entered into prior to the date hereof, would have been a Material Contract required to be set forth on Section 3.12(a) of the Disclosure Schedule or a Shared Contract required to be set forth on Section 3.12(b) of the Disclosure Scheduleother party.

Shared Contracts. Prior to From the Closingdate hereof until the earlier of the Closing and such time as this Agreement is terminated in accordance with Article VII, each of the Sellers Buyer and the Buyer Seller shall, and shall cause their respective Affiliates to, use their respective commercially reasonable best efforts to obtain from, identify any Shared Contracts (other than Specified Shared Contracts) and to cooperate in obtaining from, and shall, and shall cause their respective Affiliates to, enter into with, each third notify the other party to a of such Shared Contract. Each of Buyer and Seller will use commercially reasonable efforts to (i) assist the other party in negotiating and entering into arrangements for the benefit of the other party, either (a) a separate contract or agreement in a form as the case may be, with the counterparty to such Shared Contract that replicates, as nearly as reasonably acceptable to CCR and the Buyer (a “New Contract”) that allocates practicable, the rights and obligations benefits of the Sellers and their Affiliates under each portion of such Shared Contract as between related to the Business or the business of Seller and its Subsidiaries (other than the Business), on as the one handcase may be, including the split and the retained business novation of the Sellers and their Affiliates, on the other hand, and which are otherwise substantially similar in all material respects to such Shared Contract, or (bii) a contract or agreement in a form to the extent permitted by applicable Law and by the terms of such Shared Contract, enter into arrangements with the other party to provide such party, as nearly as reasonably acceptable to CCR and the Buyer effective as of the Closing (the “Partial Assignments and Releases”) that (i) assigns the practicable, with rights and obligations benefits applicable to the to the Business or the business of Seller and its Subsidiaries (other than the Business), as the case may be, under such Shared Contract. In the case of any Shared Contract solely to the extent related that relates exclusively to the Business and arising after to which both the Closing to Company or any of its Subsidiaries and Seller or any of its Subsidiaries is a party, the Buyer Company or its relevant Subsidiary shall bear all the costs, Liabilities and (ii) releases the Sellers and their Affiliates from all liabilities or obligations with respect to the Business that arise such Shared Contract from and after the Closing. Any New Contracts that relate to the Business (the “New Business Contracts”) shall be entered into by the Buyer or its Affiliates effective as of the Closing and shall allocate to the Buyer pay, reimburse, indemnify and hold harmless Seller and its Subsidiaries for any and all rights and obligations Damages incurred or sustained by, or imposed upon Seller or any of the Sellers or their Affiliates (as applicable) under the applicable Shared Contract being replaced to the extent such rights and obligations relate to the Business and arise after the Closing. All purchase commitments under the Shared Contracts shall be allocated under the New Business Contracts or the Partial Assignments and Releases as between the Business, on the one hand, and the retained business of the Sellers and their Affiliates, on the other hand, in an equitable manner that is mutually and reasonably agreed to by the Buyer and the Sellers. In connection with the entering into of New Business Contracts, the parties shall use their reasonable best efforts to ensure that the Sellers and their Affiliates are released by the third party its Subsidiaries with respect to all liabilities such Shared Contract arising from and obligations relating to the Business and arising after the Closing. In the event that case of any third party under a Shared Contract does not agree that relates exclusively to enter into the business of Seller and its Subsidiaries (other than the Business) and to which both the Company or any of its Subsidiaries and Seller or any of its Subsidiaries is a New Business Contract party, Seller or Partial Assignment and Release consistent with this Section 5.17its relevant Subsidiary shall bear all the costs, the parties shall in good faith seek mutually acceptable alternative arrangements for purposes of allocating rights and liabilities Liabilities and obligations under with respect to such Shared Contract (provided, that such arrangements shall not result in a breach or violation of such Shared Contract by the Sellers). Such alternative arrangements may include a subcontracting, sublicensing or subleasing arrangement under which the Buyer would, in compliance with Law, obtain the benefits under, and, to the extent first arising from and after the Closing, assume the obligations and bear the economic burdens associated with, such Shared Contract solely to the extent related to the Business or under which the Sellers would, upon the Buyer’s request, enforce for the benefit (and at the expense) of the Buyer any and all of the Sellers’ rights against such third party under such Shared Contract solely to the extent related to the Business, and the Sellers would promptly pay to the Buyer when received all monies received by them under such Shared Contract solely to the extent related to the Business. The parties also confirm their present intent to continue in the ordinary course of business consistent with past practice to uphold their respective commitments and cost sharing arrangements regarding sponsored marketing properties relating to the Business, to the extent those are mutually agreed upon from time to time. The Sellers shall provide a list of all Material Contracts and Shared Contracts in which such currently existing commitments and cost sharing arrangements are documented, and, with respect to Shared Contracts, which are related to the Business, as soon as reasonably practicable after the date hereof but in any event prior to the Closing and shall promptly notify pay, reimburse, indemnify and hold harmless the Buyer of Company and its Subsidiary for any contract and all Damages incurred or agreement entered into between sustained by, or imposed upon the date hereof and the Closing Date in accordance Company or such Subsidiary with Section 5.01 in which any respect to such arrangements are documented and which, had such contract or agreement been entered into prior to the date hereof, would have been a Material Contract required to be set forth on Section 3.12(a) of the Disclosure Schedule or a Shared Contract required to be set forth on Section 3.12(b) of arising from and after the Disclosure ScheduleClosing.

Shared Contracts. Prior (a) The parties acknowledge that the Contracts set forth on Schedule 5.12 (the “Shared Contracts”) relate in part to both the operations of the Business and the operations of the businesses of Seller and its other Affiliates. From the date hereof until the earlier of (i) the date that is twelve (12) months following the Closing Date, (ii) the Company entering into direct contractual arrangements with respect to the ClosingBusiness with the applicable counterparties to the Shared Contracts which replace the Shared Contracts, and (iii) the expiration of or termination by the applicable counterparties of the Shared Contracts in accordance with their terms, the parties shall cooperate with each other and use their respective commercially reasonable efforts to cause each of the Sellers and Shared Contracts to be apportioned (including by obtaining consent of the Buyer shall, and shall cause their respective Affiliates to, use their respective reasonable best efforts counterparties to obtain from, and to cooperate in obtaining from, and shall, and shall cause their respective Affiliates to, enter into withnew Contracts or amendments, each third party to a or splitting or assigning in relevant part the Shared Contract, either Contracts (a) a separate contract or agreement in a form reasonably acceptable to CCR and the Buyer (a “New Contract”) that allocates the rights and obligations of the Sellers and their Affiliates under each such required consent, the “Shared Contract as Consent”)) between the BusinessSeller and its Affiliates, on the one hand, and the retained business of the Sellers and their AffiliatesCompany, on the other handhand such that the Company (A) shall receive substantially the same rights and benefits under the Shared Contracts as the Company would have been entitled to receive had such Shared Contract been assigned to the Company as of the Closing Date, and which are otherwise (B) bear substantially similar the same obligations, costs and liabilities, including the obligation to provide services to or for the benefit of the counterparty, as the Company would be subject to had the portion of such Shared Contract related to the operation or conduct of the Business been assigned to the Company as of the Closing Date. In furtherance (and not in all material respects to limitation) of the foregoing, Purchaser shall, or shall cause its applicable Affiliates to, promptly pay, perform and discharge when due any liability (including any liability for Taxes) arising under such Shared Contract, whether arising prior to, on or (b) a contract or agreement in a form reasonably acceptable to CCR and after the Buyer effective as of the Closing (the “Partial Assignments and Releases”) that (i) assigns the rights and obligations under such Shared Contract solely Closing, to the extent related to the Business operation or conduct of the Business, and arising after Purchaser and its Affiliates shall indemnify and hold harmless the Seller and its Affiliates and their respective managers, officers, directors, employees, successors and assigns from and against all obligations, liabilities and costs with respect thereto. (b) Notwithstanding anything to the contrary in this Section 5.12: (i) Seller shall not be obliged to (A) pay any amounts or provide other consideration in connection with obtaining or seeking to obtain any Shared Contract Consent or (B) take any action that would, in the good faith judgement of Seller, constitute a breach or other contravention of the rights of any Person, be ineffective under, or contravene, any applicable Law or adversely affect the contractual rights of Seller or any of its Affiliates; (ii) Purchaser shall bear all the costs and expenses of obtaining or seeking to obtain any Shared Contract Consents and agrees to accept any commercially reasonable modifications or changes to any Shared Contract, to the extent necessary to obtain any Shared Contract Consent; and (iii) Seller shall not have any liability whatsoever for failure to obtain any Shared Contract Consent. (c) If any Shared Contract Consent is not obtained by the earlier of (i) the date that is twelve (12) months following the Closing to the Buyer Date and (ii) releases the Sellers and their Affiliates from all liabilities expiration of or obligations with respect to the Business that arise after the Closing. Any New Contracts that relate to the Business (the “New Business Contracts”) shall be entered into termination by the Buyer or its Affiliates effective as applicable counterparty of the Closing and shall allocate to the Buyer all rights and obligations of the Sellers or their Affiliates (as applicable) under the applicable Shared Contract being replaced to the extent such rights and obligations relate to the Business and arise after the Closing. All purchase commitments under the Shared Contracts shall be allocated under the New Business Contracts or the Partial Assignments and Releases as between the Business, on the one hand, and the retained business of the Sellers and their Affiliates, on the other hand, in an equitable manner that is mutually and reasonably agreed to by the Buyer and the Sellers. In connection with the entering into of New Business Contracts, the parties shall use their reasonable best efforts to ensure that the Sellers and their Affiliates are released by the third party with respect to all liabilities and obligations relating to the Business and arising after the Closing. In the event that any third party under a Shared Contract does not agree to enter into a New Business Contract or Partial Assignment and Release consistent with this Section 5.17, the parties shall in good faith seek mutually acceptable alternative arrangements for purposes of allocating rights and liabilities and obligations under such Shared Contract (provided, that such arrangements shall not result in a breach or violation of such Shared Contract by the Sellers). Such alternative arrangements may include a subcontracting, sublicensing or subleasing arrangement under which the Buyer would, in compliance with Law, obtain the benefits under, and, to the extent first arising after the Closing, assume the obligations and bear the economic burdens associated with, such Shared Contract solely to the extent related to the Business or under which the Sellers would, upon the Buyer’s request, enforce for the benefit (and at the expense) of the Buyer any and all of the Sellers’ rights against such third party under such Shared Contract solely to the extent related to the Business, and the Sellers would promptly pay to the Buyer when received all monies received by them under such Shared Contract solely to the extent related to the Business. The parties also confirm their present intent to continue in the ordinary course of business consistent with past practice to uphold their respective commitments and cost sharing arrangements regarding sponsored marketing properties relating to the Business, to the extent those are mutually agreed upon from time to time. The Sellers shall provide a list of all Material Contracts and Shared Contracts in which such currently existing commitments and cost sharing arrangements are documented, and, with respect to Shared Contracts, which are related to the Business, as soon as reasonably practicable after the date hereof but in any event prior to the Closing and shall promptly notify the Buyer of any contract or agreement entered into between the date hereof and the Closing Date in accordance with Section 5.01 in which its terms, Seller will be deemed to have fulfilled its obligation under this Agreement and under no circumstances shall Seller or any such arrangements are documented and which, had such contract or agreement been entered into prior of its Affiliates be subject to the date hereof, would have been a Material Contract required any liability on account of failure to be set forth on Section 3.12(a) of the Disclosure Schedule or a obtain any Shared Contract required to be set forth on Section 3.12(b) of the Disclosure ScheduleConsent.

Shared Contracts. Prior to the Closing, each of the Sellers and the Buyer (a) Seller shall, and shall cause their respective Affiliates its Subsidiaries to, use their respective commercially reasonable best efforts to obtain from, and to cooperate in obtaining from, and shall, and shall cause their respective Affiliates to, as reasonably requested by Purchaser, (i) cause the counterparty to any Shared Contract listed on Schedule 7.26(a) (each an “Operating Shared Contract” and collectively the “Operating Shared Contracts”) to enter into witha new contract with the Company Group Entities, on terms substantially similar (taking into account the difference in size and bargaining power of Seller and Company Group) to those applicable to the Business in such Operating Shared Contract including with respect to pricing, in order for the Business to receive the applicable benefits under such Operating Shared Contract (each third party to a Shared Contractsuch new contract, either (a) a separate contract or agreement in a form reasonably acceptable to CCR and the Buyer (a “New Contract”) that allocates the rights and obligations of the Sellers and their Affiliates under each such Shared Contract as between the Business, on the one hand, and the retained business of the Sellers and their Affiliates, on the other hand, and which are otherwise substantially similar in all material respects to such Shared Contract, or (b) a contract or agreement in a form reasonably acceptable to CCR and the Buyer effective as of the Closing (the “Partial Assignments and Releases”) that (i) assigns the rights and obligations under such Shared Contract solely to the extent related to the Business and arising after the Closing to the Buyer and (ii) releases split the Sellers and their Affiliates from all liabilities respective rights under any Operating Shared Contract such that, effective at or obligations with respect prior to the Business that arise after Closing, (A) the Closing. Any New Contracts that relate to the Business (the “New Business Contracts”) Company Group shall be entered into by the Buyer or its Affiliates effective as assigned beneficiary of the Closing and shall allocate to the Buyer all rights and obligations of the Sellers or their Affiliates (as applicable) under the applicable such Operating Shared Contract being replaced to the extent such rights relate to the Business, and obligations (B) the relevant Seller Group Member shall remain the beneficiary of the remaining rights under such Operating Shared Contract. (b) With respect to Shared Contracts (other than Operating Shared Contracts for which a New Contract was obtained or were otherwise assigned or Shared Contracts for services that are addressed in the Transition Services Agreement), for a period of twelve (12) months following the Closing, Seller, Purchaser and their respective Subsidiaries shall use commercially reasonable efforts to cause such counterparty to enter into a New Contract or assign to the Company Group the benefits under such Shared Contract as they relate to the Business and arise until the earlier of (A) eighteen (18) months after the Closing. All purchase commitments under the Shared Contracts shall be allocated under the New Business Contracts or the Partial Assignments and Releases , (B) such time as between the Business, on the one hand, and the retained business of the Sellers and their Affiliates, on the other hand, in an equitable manner that is mutually and reasonably agreed to by the Buyer and the Sellers. In connection with the entering into of New Business Contracts, the parties shall use their reasonable best efforts to ensure that the Sellers and their Affiliates are released by the third party with respect to all liabilities and obligations relating to the Business and arising after the Closing. In the event that any third party under a Shared Contract does not agree to enter into a New Business Contract is executed or Partial Assignment and Release consistent with this Section 5.17, the parties shall in good faith seek mutually acceptable alternative arrangements for purposes of allocating rights and liabilities and obligations under such Shared Contract is so assigned, and (provided, that such arrangements shall not result in a breach or violation C) the expiration of such Shared Contract Contract’s current term to the extent the same is not renewed or extended by Seller (in Seller’s sole discretion), Seller and Purchaser shall use and shall cause their Subsidiaries to use commercially reasonable efforts to secure an alternative arrangement reasonably satisfactory to the Sellers). Such alternative arrangements may include a subcontracting, sublicensing or subleasing arrangement parties under which the Buyer Business would, in compliance with applicable Law, obtain the benefits under(and pay the liabilities that constitute Assumed Liabilities solely with respect thereto) associated with the applicable Shared Contract, and, to the extent first arising after the Closing, assume the obligations and bear the economic burdens associated with, such Shared Contract but solely to the extent related to the such benefits constitute Business or under which the Sellers would, upon the Buyer’s request, enforce for the benefit (and at the expense) of the Buyer any and all of the Sellers’ rights against such third party under such Shared Contract solely to the extent related to the Business, and the Sellers would promptly pay to the Buyer when received all monies received by them under such Shared Contract solely to the extent related to the Business. The parties also confirm their present intent to continue in the ordinary course of business consistent with past practice to uphold their respective commitments and cost sharing arrangements regarding sponsored marketing properties relating to the Business, to the extent those are mutually agreed upon from time to time. The Sellers shall provide a list of all Material Contracts and Shared Contracts in which such currently existing commitments and cost sharing arrangements are documented, and, with respect to Shared Contracts, which are related to the Business, as soon as reasonably practicable after the date hereof but in any event prior to the Closing and shall promptly notify the Buyer of any contract or agreement entered into between the date hereof and the Closing Date in accordance with Section 5.01 in which any such arrangements are documented and which, had such contract or agreement been entered into prior to the date hereof, would have been a Material Contract required to be set forth on Section 3.12(a) of the Disclosure Schedule or a Shared Contract required to be set forth on Section 3.12(b) of the Disclosure ScheduleAssets.

Shared Contracts. Prior The Parties acknowledge that certain ▇▇▇▇ ▇▇▇ Entities are parties to certain Contracts that relate to the Closing, each operations or conduct of the Sellers business of one or more of the ▇▇▇▇ ▇▇▇ Entities and the Buyer shallBusiness, but will remain with the applicable ▇▇▇▇ ▇▇▇ Entities after the Closing. In the case of those Contracts set forth on Schedule 6.12 (the “Shared Contracts”), the Parties shall cooperate with each other and shall cause their respective Affiliates to, use their respective reasonable best efforts to (i) obtain from, and the agreement of the third party that is the counterparty to cooperate in obtaining from, and shall, and shall cause their respective Affiliates to, each Shared Contract to enter into witha new contract effective as of the Closing Date pursuant to which a Company or a Companies’ Subsidiary, each third as applicable, will receive substantially the same goods and services provided by the Shared Contract to a Company or a Companies’ Subsidiary, as applicable, prior to the Closing on terms and conditions substantially similar to those contained in the Shared Contract as of the Closing Date (each, a “Replacement Contract”) and, where applicable, to cause the applicable counterparty to release Seller and its applicable Affiliates (other than the Companies and the Companies’ Subsidiaries) from any applicable minimum quantity or other commitments to the extent such commitments become the obligation of a Company or Companies’ Subsidiary under the Replacement Contract and (ii) to the extent a Company or a Companies’ Subsidiary is a party to a Shared Contract, either (a) a separate contract or agreement in a form reasonably acceptable to CCR and obtain the Buyer (a “New Contract”) that allocates the rights and obligations release of the Sellers and their Affiliates counterparty of a Company or a Companies’ Subsidiary, as applicable, from obligations arising after the Closing Date under each such the Shared Contract as between the Business, on the one hand, and the retained business of the Sellers and their Affiliates, on the other hand, and which are otherwise substantially similar in all material respects to such Shared Contract, or (b) a contract or agreement in a form reasonably acceptable to CCR and the Buyer effective as of the Closing (the “Partial Assignments and Releases”) that (i) assigns the rights and obligations under such Shared Contract solely Date. If one or more Replacement Contracts are not obtained prior to the extent related to the Business and arising after or on the Closing to Date, unless the Buyer and (ii) releases Parties otherwise agree in writing, during the Sellers and their Affiliates from all liabilities or obligations with respect to the Business that arise after the Closing. Any New Contracts that relate to the Business (the “New Business Contracts”) shall be entered into by the Buyer or its Affiliates effective as remaining term of the Closing and shall allocate to the Buyer all rights and obligations of the Sellers or their Affiliates (as applicable) under the applicable Shared Contract being replaced to the extent such rights and obligations relate to the Business and arise after the Closing. All purchase commitments under the Shared Contracts shall be allocated under the New Business Contracts or the Partial Assignments and Releases as between the Business, on the one hand, and the retained business of the Sellers and their Affiliates, on the other hand, in an equitable manner that is mutually and reasonably agreed to by the Buyer and the Sellers. In connection with the entering into of New Business ContractsContract, the parties Parties shall use their respective reasonable best efforts to ensure that allow the Sellers and their Affiliates are released by the third party with respect to all liabilities and obligations relating to the Business and arising after the Closing. In the event that any third party under Companies or a Shared Contract does not agree to enter into a New Business Contract or Partial Assignment and Release consistent with this Section 5.17Companies’ Subsidiary, the parties shall in good faith seek mutually acceptable alternative arrangements for purposes of allocating rights and liabilities and obligations under such Shared Contract (provided, that such arrangements shall not result in a breach or violation of such Shared Contract by the Sellers). Such alternative arrangements may include a subcontracting, sublicensing or subleasing arrangement under which the Buyer would, in compliance with Law, obtain the benefits under, andas applicable, to the extent first arising after the Closing, assume the obligations permitted by applicable Law and bear the economic burdens associated with, such Shared Contract solely to the extent related reasonably within the contractual or other ability or control of Seller or Purchaser, as the case may be, to receive substantially the Business or under which the Sellers would, upon the Buyer’s request, enforce for the benefit (same goods and at the expense) services of the Buyer any and all subject matter of the Sellers’ rights against such third party under such Shared Contract solely to the extent related to the Business, and the Sellers would promptly pay to the Buyer when received all monies received by them under such Shared Contract solely to the extent related to the Business. The parties also confirm their present intent to continue in the ordinary course of business consistent with past practice to uphold their respective commitments and cost sharing arrangements regarding sponsored marketing properties relating to the Business, to the extent those are mutually agreed upon from time to time. The Sellers shall provide a list of all Material Contracts and Shared Contracts in which such currently existing commitments and cost sharing arrangements are documented, and, with respect to Shared Contracts, which are related to the Business, as soon as reasonably practicable after the date hereof but in any event prior to the Closing and the economic and other burdens of such Shared Contract; provided, however, that (i) Purchaser shall promptly notify the Buyer reimburse Seller for any reasonable and documented out of any contract or agreement entered into between the date hereof and the Closing Date pocket expenses incurred in accordance connection with Section 5.01 in which any such arrangements are documented arrangement and which(ii) Seller has no obligation to engage in the Business after the Closing. For the avoidance of doubt, had such contract in no event shall any Replacement Contract impose any obligations or agreement been entered into prior to liability on Seller or its Affiliates after the date hereof, would have been a Material Contract required to be set forth on Section 3.12(a) of the Disclosure Schedule or a Shared Contract required to be set forth on Section 3.12(b) of the Disclosure ScheduleClosing.

Shared Contracts. Prior to (a) From and after the ClosingClosing Date and for so long as the Transition Services Agreement remains in effect, each of the Sellers and the Buyer shall, and shall cause their respective Affiliates to, use their respective reasonable best efforts to obtain from, and to cooperate in obtaining from, and shall, and shall cause their respective Affiliates to, enter into with, each third party to a Shared Contract, either (a) a separate contract or agreement in a form reasonably acceptable to CCR and the Buyer (a “New Contract”) that allocates the rights and obligations of the Sellers and their Affiliates under each such Shared Contract as between the Business, on the one hand, and the retained business of the Sellers and their Affiliates, on the other hand, and which are otherwise substantially similar in all material respects to such Shared Contract, or (b) a contract or agreement in a form reasonably acceptable to CCR and the Buyer effective as of the Closing (the “Partial Assignments and Releases”) that (i) assigns the rights and obligations under such Shared Contract solely to the extent related to the Business and arising after the Closing to the Buyer and (ii) releases the Sellers and their Affiliates from all liabilities or obligations with respect to the Business that arise after the Closing. Any New Contracts that relate to the Business (the “New Business Contracts”) shall be entered into by the Buyer or its Affiliates effective as of the Closing and shall allocate to the Buyer all rights and obligations of the Sellers or their Affiliates (as applicable) under the applicable Shared Contract being replaced to the extent such rights and obligations relate to the Business and arise after the Closing. All purchase commitments under the Shared Contracts shall be allocated under the New Business Contracts or the Partial Assignments and Releases as between the Business, on the one hand, and the retained business of the Sellers and their Affiliates, on the other hand, in an equitable manner that is mutually and reasonably agreed to by the Buyer and the Sellers. In connection with the entering into of New Business Contracts, the parties shall use their reasonable best efforts to ensure cooperate with Purchaser to the extent reasonably requested by Purchaser to cause the counterparty to any Shared Contract that is not an Assigned Contract and pursuant to which (i) services or benefits with a fair market value in excess of one hundred thousand dollars ($100,000) are reasonably expected to be provided to the Business in any twelve (12) month period subsequent to the Contract Date and (ii) such services or benefits are among the Services (as such term is defined in the Transition Services Agreement) to be provided to Purchaser or its Affiliates (including a Transferred Company) after the Closing Date pursuant to the Transition Services Agreement (an “Identified Shared Contract”) to enter into a new agreement with Purchaser as of the Closing with respect to the matters addressed by such Shared Contract that are related to the Business; provided that any documentation relating to such new agreement shall be in form and substance reasonably satisfactory to Purchaser; and provided further that, subject to Section 5.6(a), Sellers and their Affiliates are released by shall not be required to compromise any right, asset or benefit or expend any amount or incur any Liabilities or provide any other consideration in connection therewith. (b) From and after the third party Closing Date and for so long as the Transition Services Agreement remains in effect, Purchaser shall, and shall cause its Affiliates to, use its reasonable best efforts to cooperate with respect to all liabilities and obligations relating Sellers to the Business and arising after extent reasonably requested by Sellers to cause the Closing. In the event that counterparty to any third party under a Identified Shared Contract does not agree to enter into a New Business Contract new agreement with Sellers or Partial Assignment and Release consistent their Affiliates as of the Closing with this Section 5.17, respect to the parties shall in good faith seek mutually acceptable alternative arrangements for purposes of allocating rights and liabilities and obligations under matters addressed by such Shared Contract (provided, that such arrangements shall are not result in a breach or violation of such Shared Contract by the Sellers). Such alternative arrangements may include a subcontracting, sublicensing or subleasing arrangement under which the Buyer would, in compliance with Law, obtain the benefits under, and, to the extent first arising after the Closing, assume the obligations and bear the economic burdens associated with, such Shared Contract solely to the extent related to the Business or under which the Sellers would, upon the Buyer’s request, enforce for the benefit (and at the expense) of the Buyer any and all of the Sellers’ rights against such third party under such Shared Contract solely to the extent related to the Business, and the Sellers would promptly pay to the Buyer when received all monies received by them under such Shared Contract solely to the extent related to the Business. The parties also confirm their present intent to continue in the ordinary course of business consistent with past practice to uphold their respective commitments and cost sharing arrangements regarding sponsored marketing properties provided that any documentation relating to the Businesssuch new agreement shall be in form and substance reasonably satisfactory to Sellers or their applicable Affiliate; provided, further, that, subject to the extent those are mutually agreed upon from time to time. The Sellers Section 5.6(a), Purchaser and its Affiliates shall provide a list of all Material Contracts and Shared Contracts in which such currently existing commitments and cost sharing arrangements are documented, and, with respect to Shared Contracts, which are related to the Business, as soon as reasonably practicable after the date hereof but in any event prior to the Closing and shall promptly notify the Buyer of any contract or agreement entered into between the date hereof and the Closing Date in accordance with Section 5.01 in which any such arrangements are documented and which, had such contract or agreement been entered into prior to the date hereof, would have been a Material Contract not be required to be set forth on Section 3.12(a) of the Disclosure Schedule compromise any right, asset or a Shared Contract required to be set forth on Section 3.12(b) of the Disclosure Schedulebenefit or expend any amount or incur any Liabilities or provide any other consideration in connection therewith.

Shared Contracts. Prior to the Closing, each of the Sellers and the Buyer shall, and shall cause their respective Affiliates to, use their respective reasonable best efforts to obtain from, and to cooperate in obtaining from, and shall, and shall cause their respective Affiliates to, enter into with, each third party to a Shared Contract, either (a) a separate contract or agreement in a form reasonably acceptable The parties acknowledge that the Seller Parties and their Affiliates (other than the Company) may be parties to CCR and certain Contracts (collectively, the Buyer (a “New ContractShared Contracts”) that allocates the rights and obligations of the Sellers and their Affiliates under each such Shared Contract as between relate to the Business, on the one hand, and the retained business other businesses of the Sellers Seller Parties and their AffiliatesAffiliates (other than the Business), on the other hand. Prior to the Closing, and which are otherwise the Seller Parties shall use commercially reasonable efforts: (i) to cause the Shared Contracts to be apportioned (including by obtaining the consent of such counterparty to enter into a new contract or amendment (each such new contract, a “New Contract”) or splitting or assigning in relevant part such Shared Contract, in each case on terms substantially similar in all material respects to those contained in such Shared Contract, or (b) a contract or agreement in a form reasonably acceptable to CCR order for the Business and the Buyer other businesses of the Seller Parties and their respective Affiliates to receive the applicable claims, rights and benefits and bear the applicable burdens and obligations under such Shared Contract), effective as of the Closing Closing, between the Company and its Affiliates and the Seller Parties and their Affiliates (other than the “Partial Assignments Company), pursuant to which the Seller Parties and Releases”) that (i) assigns their respective Affiliates shall assume all of the rights and obligations under such Shared Contract solely to the extent related to the Business and arising after the Closing to the Buyer and (ii) releases the Sellers and their Affiliates from all liabilities or obligations with respect to the Business that arise after the Closing. Any New Contracts that relate to the Business (the “New Business Contracts”) shall be entered into by the Buyer or its Affiliates effective as businesses and operations of the Closing Seller Parties and shall allocate to the Buyer all rights and obligations of the Sellers or their respective Affiliates (as applicable) under the applicable Shared Contract being replaced to the extent such rights and obligations relate to the Business and arise after the Closing. All purchase commitments under the Shared Contracts shall be allocated under the New Business Contracts or the Partial Assignments and Releases as between other than the Business), on the one hand, and the retained business Company shall assume all of the Sellers and their Affiliates, on the other hand, in an equitable manner that is mutually and reasonably agreed to by the Buyer and the Sellers. In connection with the entering into of New Business Contracts, the parties shall use their reasonable best efforts to ensure that the Sellers and their Affiliates are released by the third party with respect to all liabilities and obligations relating to the Business and arising after the Closing. In the event that any third party under a Shared Contract does not agree to enter into a New Business Contract or Partial Assignment and Release consistent with this Section 5.17, the parties shall in good faith seek mutually acceptable alternative arrangements for purposes of allocating rights and liabilities and obligations under such Shared Contract to the extent relating to the Business, on the other hand; and (providedii) to cause the applicable counterparty to release the Company and its Affiliates, that such arrangements shall as applicable, from the obligations of the Seller Parties and their respective Affiliates under the portion of the Shared Contract apportioned to the Seller Parties and their respective Affiliates and to cause the applicable counterparty to release the Seller Parties and their Affiliates from the obligations of the Company arising after the Closing Date under the portion of the Shared Contract apportioned to the Company. (b) If, prior to Closing, the parties are not result in a breach or violation of able to apportion any such Shared Contract by in accordance with Section 4.15(a), then: (i) the Sellers). Such Seller Parties shall continue to use their commercially reasonable efforts to cause such counterparty to enter into such a New Contract or so assign such benefits and obligations under such Shared Contract, and (ii) until such time as such a New Contract is executed or such claims, rights, benefits, burdens and obligations under such Shared Contract are so assigned, the Seller Parties shall use their commercially reasonable efforts to secure an alternative arrangements may include a subcontracting, sublicensing or subleasing arrangement reasonably satisfactory to the parties under which the Buyer Business or the other businesses of the Seller Parties and their Affiliates, as applicable, would, in compliance with applicable Law, obtain the benefits underand bear the burdens associated with the applicable Shared Contract such that the Business or the other businesses of the Seller Parties and their Affiliates would be placed in a substantially similar position as if such a New Contract had been executed or such benefits and obligations had been so assigned. In furtherance of the foregoing, andthe Seller Parties and the Company, as applicable, shall, or shall cause its designee to, promptly pay, perform or discharge when due any liability arising under any Shared Contract from and after the Closing to the extent first arising after the Closing, assume the obligations that such liability relates to rights and bear the economic burdens associated with, such Shared Contract solely to the extent related to the Business or under which the Sellers would, upon the Buyer’s request, enforce for the benefit (and at the expense) of the Buyer any and all of the Sellers’ rights against such third party benefits under such Shared Contract solely to that the extent related to Company or the Business, and the Sellers would promptly pay to the Buyer when received all monies received by them under such Shared Contract solely to the extent related to the Business. The parties also confirm their present intent to continue in the ordinary course of business consistent with past practice to uphold Seller Parties (or their respective commitments and cost sharing arrangements regarding sponsored marketing properties relating designee) receives pursuant to the Business, to the extent those are mutually agreed upon from time to time. The Sellers shall provide a list of all Material Contracts and Shared Contracts in which such currently existing commitments and cost sharing arrangements are documented, and, with respect to Shared Contracts, which are related to the Business, as soon as reasonably practicable after the date hereof but in any event prior to the Closing and shall promptly notify the Buyer of any contract or agreement entered into between the date hereof and the Closing Date in accordance with this Section 5.01 in which any such arrangements are documented and which, had such contract or agreement been entered into prior to the date hereof, would have been a Material Contract required to be set forth on Section 3.12(a) of the Disclosure Schedule or a Shared Contract required to be set forth on Section 3.12(b) of the Disclosure Schedule4.15(b).

Shared Contracts. Prior (a) Buyer acknowledges that the Seller is a party to, or beneficiary of certain Contracts which relate in part to the Business and in part to any other business or operations of the Seller or any of its Affiliates (other than the Intercompany Agreements which are addressed in Section 6.11) (each, a “Shared Contract”) and Buyer agrees that (A) such Shared Contracts shall not be assigned in any way to Buyer or the Company and (B) neither Buyer nor the Company shall be entitled to any of the benefits provided in any Shared Contract following the Closing. To the extent necessary or advisable, Buyer shall (and shall cause the Company post-Closing to) use commercially reasonable efforts to assist the Seller with any amendment or termination, as applicable, of any Shared Contract, so that (i) such Shared Contract reflects that, following the Closing, the Interests will no longer be held by the Seller and the Company will no longer be an Affiliate of the Seller and (ii) as applicable, to remove and withdraw the Company as a party to such Shared Contract and surrender any and all rights under such Shared Contract, and enter into new agreements directly between the Company and any applicable third parties to replace such Shared Contracts, as necessary, so that following such withdrawal there shall be no further rights or other obligations or liabilities under the existing Shared Contract on the part of any Person thereunder with respect to the Company. With respect to the Slot Agreements, at or prior to the Closing, each of the Sellers and the Buyer shall, and or the Company shall cause their respective Affiliates to, use their respective reasonable best efforts to obtain from, and to cooperate in obtaining from, and shall, and shall cause their respective Affiliates to, enter into withnew agreements to replace and terminate any rights, each third party to a Shared Contract, either (a) a separate contract obligations or agreement in a form reasonably acceptable to CCR and the Buyer (a “New Contract”) that allocates the rights and obligations of the Sellers and their Affiliates under each such Shared Contract as between the Business, on the one hand, and the retained business of the Sellers and their Affiliates, on the other hand, and which are otherwise substantially similar in all material respects to such Shared Contract, or (b) a contract or agreement in a form reasonably acceptable to CCR and the Buyer effective as of the Closing (the “Partial Assignments and Releases”) that (i) assigns the rights and obligations under such Shared Contract solely to the extent liabilities related to the Business Company under the existing Slot Agreements and arising after the Closing to the Buyer and (ii) releases the Sellers and their Affiliates from all liabilities any existing purchase orders, leases, addendums or obligations with respect to the Business that arise after the Closing. Any New Contracts that relate to the Business (the “New Business Contracts”) shall be similar agreements entered into by the Buyer Company or the Seller which would have remaining rights, obligations or liabilities following the Closing, and release any and all related Liens on the Company or its Affiliates effective as assets filed in connection with the Slot Agreements. (b) With respect to Shared Contracts with the third parties and for the services indicated on Schedule 6.12(b) of the Disclosure Schedules, the Seller agrees to cooperate with, and to use commercially reasonable efforts to assist, for a period of no longer than six (6) months following the Closing Date, at Buyer’s expense, Buyer in negotiating and shall allocate entering into new Contracts with the relevant counterparties as determined by Buyer, in order for Buyer to receive similar benefits and services to those provided to the Buyer all rights and obligations of Company prior to the Sellers or their Affiliates (as applicable) Closing under the applicable Shared Contract being replaced to the extent as such rights benefits and obligations relate to the Business and arise after the Closing. All purchase commitments under the Shared Contracts shall be allocated under the New Business Contracts services are used or the Partial Assignments and Releases as between the Business, on the one hand, and the retained business of the Sellers and their Affiliates, on the other hand, held for use in an equitable manner that is mutually and reasonably agreed to by the Buyer and the Sellers. In connection with the entering into of New Business Contracts, the parties shall use their reasonable best efforts to ensure that the Sellers and their Affiliates are released by the third party with respect to all liabilities and obligations relating to the Business and arising after the Closing. In the event that any third party under a Shared Contract does not agree to enter into a New Business Contract or Partial Assignment and Release consistent with this Section 5.17, the parties shall in good faith seek mutually acceptable alternative arrangements for purposes of allocating rights and liabilities and obligations under such Shared Contract (provided, that such arrangements shall not result in a breach or violation of such Shared Contract by the Sellers). Such alternative arrangements may include a subcontracting, sublicensing or subleasing arrangement under which the Buyer would, in compliance with Law, obtain the benefits under, and, to the extent first arising after the Closing, assume the obligations and bear the economic burdens associated with, such Shared Contract solely to the extent related to the Business or under which the Sellers would, upon the Buyer’s request, enforce for the benefit (and at the expense) of the Buyer any and all of the Sellers’ rights against such third party under such Shared Contract solely to the extent related to the Business, and the Sellers would promptly pay to the Buyer when received all monies received by them under such Shared Contract solely to the extent related to the Business. The parties also confirm their present intent to continue in the ordinary course of business consistent with past practice to uphold their respective commitments and cost sharing arrangements regarding sponsored marketing properties relating to the Business, to the extent those are mutually agreed upon from time to time. The Sellers shall provide a list of all Material Contracts and Shared Contracts in which such currently existing commitments and cost sharing arrangements are documented, and, with respect to Shared Contracts, which are related to the Business, as soon as reasonably practicable after the date hereof but in any event prior to the Closing and shall promptly notify the Buyer of any contract or agreement entered into between the date hereof and the Closing Date in accordance with Section 5.01 in which any such arrangements are documented and which, had such contract or agreement been entered into prior to the date hereof, would have been a Material Contract required to be set forth on Section 3.12(a) of the Disclosure Schedule or a Shared Contract required to be set forth on Section 3.12(b) of the Disclosure Schedule.

Shared Contracts. Prior The Parties acknowledge that certain ▇▇▇▇ ▇▇▇ Entities are parties to certain Contracts that relate to the Closing, each operations or conduct of the Sellers business of one or more of the ▇▇▇▇ ▇▇▇ Entities and the Buyer shallBusiness, but will remain with the applicable ▇▇▇▇ ▇▇▇ Entities after the Closing. In the case of those Contracts set forth on Schedule 6.9 (the “Shared Contracts”), the Parties shall cooperate with each other and shall cause their respective Affiliates to, use their respective reasonable best efforts to (i) obtain from, and the agreement of the third party that is the counterparty to cooperate in obtaining from, and shall, and shall cause their respective Affiliates to, each Shared Contract to enter into witha new contract effective as of the Closing Date pursuant to which the Company will receive substantially the same goods and services provided by the Shared Contract to the Company, each third as applicable, prior to the Closing on terms and conditions substantially similar to those contained in the Shared Contract as of the Closing Date (each, a “Replacement Contract”) and, where applicable, to cause the applicable counterparty to release Seller and its applicable Affiliates (other than the Company) from any applicable minimum quantity or other commitments to the extent such commitments become the obligation of the Company under the Replacement Contract and (ii) to the extent the Company is a party to a Shared Contract, either (a) a separate contract or agreement in a form reasonably acceptable to CCR and obtain the Buyer (a “New Contract”) that allocates release from the rights and obligations counterparty of the Sellers and their Affiliates Company from obligations arising after the Closing Date under each such the Shared Contract as between the Business, on the one hand, and the retained business of the Sellers and their Affiliates, on the other hand, and which are otherwise substantially similar in all material respects to such Shared Contract, or (b) a contract or agreement in a form reasonably acceptable to CCR and the Buyer effective as of the Closing (the “Partial Assignments and Releases”) that (i) assigns the rights and obligations under such Shared Contract solely Date. If one or more Replacement Contracts are not obtained prior to the extent related to the Business and arising after or on the Closing to Date, unless the Buyer and (ii) releases Parties otherwise agree in writing, during the Sellers and their Affiliates from all liabilities or obligations with respect to the Business that arise after the Closing. Any New Contracts that relate to the Business (the “New Business Contracts”) shall be entered into by the Buyer or its Affiliates effective as remaining term of the Closing and shall allocate to the Buyer all rights and obligations of the Sellers or their Affiliates (as applicable) under the applicable Shared Contract being replaced to the extent such rights and obligations relate to the Business and arise after the Closing. All purchase commitments under the Shared Contracts shall be allocated under the New Business Contracts or the Partial Assignments and Releases as between the Business, on the one hand, and the retained business of the Sellers and their Affiliates, on the other hand, in an equitable manner that is mutually and reasonably agreed to by the Buyer and the Sellers. In connection with the entering into of New Business ContractsContract, the parties Parties shall use their respective reasonable best efforts to ensure that allow the Sellers and their Affiliates are released by the third party with respect to all liabilities and obligations relating to the Business and arising after the Closing. In the event that any third party under a Shared Contract does not agree to enter into a New Business Contract or Partial Assignment and Release consistent with this Section 5.17, the parties shall in good faith seek mutually acceptable alternative arrangements for purposes of allocating rights and liabilities and obligations under such Shared Contract (provided, that such arrangements shall not result in a breach or violation of such Shared Contract by the Sellers). Such alternative arrangements may include a subcontracting, sublicensing or subleasing arrangement under which the Buyer would, in compliance with Law, obtain the benefits under, and, Company to the extent first arising after the Closing, assume the obligations permitted by applicable Law and bear the economic burdens associated with, such Shared Contract solely to the extent related reasonably within the contractual or other ability or control of Seller or Purchaser, as the case may be, to receive substantially the Business or under which the Sellers would, upon the Buyer’s request, enforce for the benefit (same goods and at the expense) services of the Buyer any and all subject matter of the Sellers’ rights against such third party under such Shared Contract solely to the extent related to the Business, and the Sellers would promptly pay to the Buyer when received all monies received by them under such Shared Contract solely to the extent related to the Business. The parties also confirm their present intent to continue in the ordinary course of business consistent with past practice to uphold their respective commitments and cost sharing arrangements regarding sponsored marketing properties relating to the Business, to the extent those are mutually agreed upon from time to time. The Sellers shall provide a list of all Material Contracts and Shared Contracts in which such currently existing commitments and cost sharing arrangements are documented, and, with respect to Shared Contracts, which are related to the Business, as soon as reasonably practicable after the date hereof but in any event prior to the Closing and the economic and other burdens of such Shared Contract; provided, however, that (i) Purchaser shall promptly notify the Buyer reimburse Seller for any reasonable and documented out of any contract or agreement entered into between the date hereof and the Closing Date pocket expenses incurred in accordance connection with Section 5.01 in which any such arrangements are documented arrangement and which(ii) Seller has no obligation to engage in the Business after the Closing. For the avoidance of doubt, had such contract in no event shall any Replacement Contract impose any obligations or agreement been entered into prior to liability on Seller or its Affiliates after the date hereof, would have been a Material Contract required to be set forth on Section 3.12(a) of the Disclosure Schedule or a Shared Contract required to be set forth on Section 3.12(b) of the Disclosure ScheduleClosing.

Shared Contracts. Prior to the Closing, each of the Sellers and the Buyer shall, and shall cause their respective Affiliates to, use their respective reasonable best efforts to obtain from, and to cooperate in obtaining from, and shall, and shall cause their respective Affiliates to, enter into with, each third party to a Shared Contract, either (a) a separate contract or agreement in a form reasonably acceptable to CCR and the Buyer (a “New Contract”) that allocates the rights and obligations of the Sellers and their Affiliates under each such Shared Contract as between the Business, on the one hand, and the retained business of the Sellers and their Affiliates, on the other hand, and which are otherwise substantially similar in all material respects to such Shared Contract, or (b) a contract or agreement in a form reasonably acceptable to CCR and the Buyer effective as of the Closing (the “Partial Assignments and Releases”) that (i) assigns the rights and obligations under such Shared Contract solely to the extent related to the Business and arising after the Closing to the Buyer and (ii) releases the Sellers and their Affiliates from all liabilities or obligations with respect to the Business that arise after the Closing. Any New Contracts that relate to the Business (the “New Business Contracts”) shall be entered into by the Buyer or its Affiliates effective as of the Closing and shall allocate to the Buyer all rights and obligations of the Sellers or their Affiliates (as applicable) under the applicable Shared Contract being replaced to the extent such rights and obligations relate to the Business and arise after the Closing. All purchase commitments under the Shared Contracts shall be allocated under the New Business Contracts or the Partial Assignments and Releases as between the Business, on the one hand, and the retained business of the Sellers and their Affiliates, on the other hand, in an equitable manner that is mutually and reasonably agreed to by the Buyer and the Sellers. In connection with the entering into of New Business Contracts, the parties shall use their reasonable best efforts to ensure that the Sellers and their Affiliates are released by the third party with respect to all liabilities and obligations relating to the Business and arising after the Closing. In the event that any third party under a Shared Contract does not agree to enter into a New Business Contract or Partial Assignment and Release consistent with this Section 5.17, the parties shall in good faith seek mutually acceptable alternative arrangements for purposes of allocating rights and liabilities and obligations under such Shared Contract (provided, that such arrangements shall not result in a breach or violation of such Shared Contract by the Sellers). Such alternative arrangements may include a subcontracting, sublicensing or subleasing arrangement under which the Buyer would, in compliance with Law, obtain the benefits under, and, to the extent first arising after the Closing, assume the obligations and bear the economic burdens associated with, such Shared Contract solely to the extent related to the Business or under which the Sellers would, upon the Buyer’s request, enforce for the benefit (and at the expense) of the Buyer any and all of the Sellers’ rights against such third party under such Shared Contract solely to the extent related to the Business, and the Sellers would promptly pay to the Buyer when received all monies received by them under such Shared Contract solely to the extent related to the Business. The parties also confirm their present intent to continue in the ordinary course of business consistent with past practice to uphold their respective commitments and cost sharing arrangements regarding sponsored marketing properties relating to the Business, to the extent those are mutually agreed upon from time to time. The Sellers shall provide a list of all Material Contracts and Shared Contracts in which such currently existing commitments and cost sharing arrangements are documented, and, with respect to Shared Contracts, which are related to the Business, as soon as reasonably practicable after the date hereof but in any event prior to within forty-five (45) days after the Closing date hereof and shall promptly notify the Buyer of any contract or agreement entered into between the date hereof and the Closing Date in accordance with Section 5.01 in which any such arrangements are documented and which, had such contract or agreement been entered into prior to the date hereof, would have been a Material Contract required to be set forth on Section 3.12(a) of the Disclosure Schedule or a Shared Contract required to be set forth on Section 3.12(b) of the Disclosure Schedule.

Shared Contracts. Prior (a) Purchaser and the Sellers shall cooperate and use commercially reasonable efforts to cause each counterparty (the “Counterparty”) to each Shared Contract to enter into stand-alone arrangements (i) between any of the Companies, Purchaser or its relevant Affiliate on the one hand, and the Counterparty on the other hand, in respect of either the provision of goods or services that the Business provided to the ClosingCounterparty on the one hand, and the provision of goods or services that the Counterparty provided to the Business on the other hand, under such Shared Contract and (ii) between a Seller or its relevant Affiliate on the one hand, and the Counterparty on the other hand, in respect of the provision of the goods or services that the Seller Group provided to the Counterparty in respect of the Retained Business under such Shared Contract on the one hand or the provision of the goods or services that the Counterparty provided to the Seller Group in respect of the Retained Business under such Shared Contract on the other hand, in each case, on terms substantially similar to those in existence on the date hereof in respect of those respective goods or services (such act, the “Shared Contract Separation”); provided, however, that, except as required by Section 11.6 (Expenses), none of the Sellers, Purchaser or their respective Affiliates shall be required to take any Extraordinary Actions in connection with the foregoing. Purchaser and the Sellers shall coordinate communications and outreach activities with respect to the Counterparties to effect the Shared Contract Separation. (b) To the extent the Shared Contract Separation has not been completed in respect of any Shared Contract on or prior to the Closing or, in the case of contract that is a Deferred Build Engine Asset, on or prior to the date that such Contract is to be conveyed, transferred, assigned, assumed and delivered to Purchaser pursuant to Section 5.14(c) (such Shared Contract, a “Stranded Shared Contract”), then, from the Closing until the earliest of (x) completion of the Shared Contract Separation, (y) the expiration or termination of the Stranded Shared Contract in accordance with its terms (without any extensions or renewals thereof unless automatic or pre-determined extension or renewal is provided for therein in accordance with the terms thereof) and (z) the date that is the second (2nd) anniversary of the Closing Date, each of the Sellers Purchaser and the Buyer shall, and shall cause their respective Affiliates to, use their respective reasonable best efforts to obtain from, and to cooperate in obtaining from, and shall, and shall cause their respective Affiliates to, enter into with, each third party to a Shared Contract, either (a) a separate contract or agreement in a form reasonably acceptable to CCR and the Buyer (a “New Contract”) that allocates the rights and obligations of the Sellers and their Affiliates under each such Shared Contract as between the Businessits Affiliates, on the one hand, and the retained business of the Sellers and their Affiliates, on the other hand, and which are otherwise substantially similar in all material respects to such Shared Contract, or (b) a contract or agreement in a form reasonably acceptable to CCR and the Buyer effective as of the Closing (the “Partial Assignments and Releases”) that shall (i) assigns provide or cause to be provided to the rights and obligations under such other Parties all commercially reasonable assistance as is reasonably requested in connection with completing the Shared Contract Separation (provided that, except as required by Section 11.6 (Expenses), none of the Sellers, Purchaser or their respective Affiliates shall be required to take any Extraordinary Actions in connection therewith) and (ii) solely to the extent related permitted by the terms of the applicable Stranded Shared Contract and applicable Law, use commercially reasonable efforts to cooperate in a reasonable Back-to-Back Arrangement; provided that, to the Business and arising after extent that any Transaction Agreement contemplates the Closing to the Buyer and (ii) releases the Sellers and their Affiliates from all liabilities or obligations terms of any Back-to-Back Arrangement with respect to any Stranded Shared Contract, the Business that arise after terms set forth in the ClosingTransaction Agreement shall govern with respect to any such Back-to-Back Arrangement. Any New Contracts that relate With respect to the Business (the “New Business Contracts”) shall be entered into by the Buyer or its Affiliates effective as of the Closing and shall allocate to the Buyer all rights and obligations of the Sellers Liabilities under or their Affiliates (as applicable) under the applicable resulting from a given Stranded Shared Contract being replaced to the extent Contract, such rights and obligations relate Liabilities shall, unless otherwise allocated pursuant to this Agreement or a written agreement between the Business Parties and arise after the Closing. All purchase commitments under the Counterparty to such Stranded Shared Contracts shall Contract, be allocated under following the New Business Contracts or the Partial Assignments and Releases as Closing from time to time between the Business, on the one hand, and the retained business of the Sellers and their Affiliates, on the one hand, and Purchaser and the Companies, on the other hand, in an equitable manner that is mutually and reasonably agreed as the case may be, based on the relative proportions of total benefits received or to be received after the Closing by the Buyer and the Sellers. In connection with the entering into of New Business Contracts, the parties shall use their reasonable best efforts to ensure that the Sellers and their Affiliates are released by Affiliates, on the third party with respect one hand, or Purchaser and the Companies, on the other hand, under such Stranded Shared Contract. Notwithstanding the foregoing, following Closing each Party shall be solely responsible for any and all Liabilities to all liabilities and obligations the extent arising out of or relating to such Party’s (or its Affiliates’) breach of such Stranded Shared Contract. (c) Purchaser further agrees that subject to the Business and arising after Sellers’ compliance with the Closing. In terms of this Agreement, the event that failure to obtain any third party under Consent from a Counterparty to a Stranded Shared Contract, complete the Shared Contract does not agree Separation or to enter into a New Business Contract or Partial Assignment and Release consistent with this Section 5.17, the parties shall in good faith seek mutually acceptable alternative arrangements for purposes of allocating rights and liabilities and obligations under such Shared Contract (provided, that such arrangements Back-to-Back Arrangement shall not result in be a breach or violation of such Shared Contract by the Sellers). Such alternative arrangements may include a subcontracting, sublicensing or subleasing arrangement under which the Buyer would, in compliance with Law, obtain the benefits under, and, condition to the extent first arising after the Closing, assume the obligations and bear the economic burdens associated withit being acknowledged, such Shared Contract solely to the extent related to the Business or under which the Sellers would, upon the Buyer’s request, enforce for the benefit (and at avoidance of doubt, that this sentence shall not limit the expense) of the Buyer any and all of the Sellers’ rights against such third party under such Shared Contract solely to the extent related to the Business, and the Sellers would promptly pay to the Buyer when received all monies received by them under such Shared Contract solely to the extent related to the Business. The parties also confirm their present intent to continue in the ordinary course of business consistent with past practice to uphold their respective commitments and cost sharing arrangements regarding sponsored marketing properties relating to the Business, to the extent those are mutually agreed upon from time to time. The Sellers shall provide a list of all Material Contracts and Shared Contracts in which such currently existing commitments and cost sharing arrangements are documented, and, with respect to Shared Contracts, which are related to the Business, as soon as reasonably practicable after the date hereof but in any event prior to the Closing and shall promptly notify the Buyer of any contract or agreement entered into between the date hereof and the Closing Date in accordance with Section 5.01 in which any such arrangements are documented and which, had such contract or agreement been entered into prior to the date hereof, would have been a Material Contract required to be express conditions set forth on Section 3.12(a) of the Disclosure Schedule or a Shared Contract required in Article 8 (Conditions to be set forth on Section 3.12(b) of the Disclosure ScheduleObligations to Close).

Shared Contracts. Prior to the Closing, each of the Sellers (a) The Seller and the Buyer shall, and shall cause their respective Affiliates to, will use their respective commercially reasonable best efforts efforts, including cooperating with the other Party, to obtain fromamend, and modify or split any Shared Contract such that the rights or obligations of such Shared Contract which relate only to cooperate in obtaining fromthe Business are assigned, and shall, and shall cause their respective Affiliates to, enter transferred or otherwise entered into with, each third party on terms no less favorable as the Shared Contract prior to a Shared Contract, either (a) a separate contract or agreement in a form reasonably acceptable Closing solely with respect to CCR and the Buyer (a “New Contract”) that allocates the or otherwise terminate or eliminate any such rights and obligations of the Sellers Seller or its Affiliates prior to the Closing (such actions, the “Transition”), or if not completed prior to Closing, as promptly as practicable thereafter; provided that if the Seller and their its Affiliates under each do not obtain or structure an arrangement to Transition any Shared Contract prior to Closing, (i) the Seller shall provide to the Buyer the benefits, and the Buyer shall bear the obligations and burdens, of such portion of any such Shared Contract as between that relates to and is allocated to the Business, on as reasonably determined by the one handSeller, (ii) the Parties shall cooperate in any reasonable and the retained business of the Sellers and their Affiliates, on the other hand, and which are otherwise substantially similar in all material respects lawful arrangement designed to provide such Shared Contract, or (b) a contract or agreement in a form reasonably acceptable to CCR and the Buyer effective as of the Closing (the “Partial Assignments and Releases”) that (i) assigns the rights and obligations under such Shared Contract solely to the extent related to the Business and arising after the Closing benefits to the Buyer and enable the Buyer to bear such obligations and burdens and (iiiii) releases the Sellers Seller shall enforce at the request of the Buyer and their for the account of the Buyer, at the Buyer’s expense, any rights of the Seller or its Affiliates arising from all liabilities or obligations any such Shared Contract (including the right to elect to terminate such Shared Contract with respect to the Business that arise after in accordance with the Closing. Any New Contracts that relate to terms thereof upon the request of the Buyer). (b) Shared Contractual Liabilities shall be allocated between the Seller and the Buyer as follows: (i) if a Liability is incurred solely in respect of the Business (or the “New Business Contracts”) Excluded Business, such Liability shall be entered into by the Buyer or its Affiliates effective as of the Closing and shall allocate allocated to the Buyer all rights and obligations (in respect of the Sellers Business) or their Affiliates the Seller (as applicablein respect of the Excluded Business); and (ii) if a Liability cannot be so allocated under the applicable Shared Contract being replaced clause (i), such Liability shall be allocated to the extent such rights and obligations relate to Seller or the Buyer, as the case may be, based on the relative proportion of total benefit received by the Business and arise after the Closing. All purchase commitments Excluded Business under the relevant Shared Contracts Contract, as mutually agreed by the Seller and the Buyer, with any disputes subject to the applicable dispute resolution mechanism of the CPA Firm pursuant to Section 2.5(c). Notwithstanding the foregoing, each of the Seller and the Buyer shall be allocated under the New Business Contracts responsible for any or the Partial Assignments and Releases as between the Business, on the one hand, and the retained business of the Sellers and their all Liabilities arising from its (or its Affiliates, on the other hand, in an equitable manner that is mutually and reasonably agreed to by the Buyer and the Sellers. In connection with the entering into of New Business Contracts, the parties shall use their reasonable best efforts to ensure that the Sellers and their Affiliates are released by the third party with respect to all liabilities and obligations relating to the Business and arising after the Closing. In the event that any third party under a Shared Contract does not agree to enter into a New Business Contract ’) direct or Partial Assignment and Release consistent with this Section 5.17, the parties shall in good faith seek mutually acceptable alternative arrangements for purposes of allocating rights and liabilities and obligations under such Shared Contract (provided, that such arrangements shall not result in a indirect breach or violation of such Shared Contract by the Sellers). Such alternative arrangements may include a subcontracting, sublicensing or subleasing arrangement under which the Buyer would, in compliance with Law, obtain the benefits under, and, to the extent first arising after the Closing, assume the obligations and bear the economic burdens associated with, such Shared Contract solely to the extent related to the Business or under which the Sellers would, upon the Buyer’s request, enforce for the benefit (and at the expense) of the Buyer any and all of the Sellers’ rights against such third party under such Shared Contract solely to the extent related to the Business, and the Sellers would promptly pay to the Buyer when received all monies received by them under such Shared Contract solely to the extent related to the Business. The parties also confirm their present intent to continue in the ordinary course of business consistent with past practice to uphold their respective commitments and cost sharing arrangements regarding sponsored marketing properties relating to the Business, to the extent those are mutually agreed upon from time to time. The Sellers shall provide a list of all Material Contracts and Shared Contracts in which such currently existing commitments and cost sharing arrangements are documented, and, with respect to Shared Contracts, which are related to the Business, as soon as reasonably practicable after the date hereof but in any event prior to the Closing and shall promptly notify the Buyer of any contract or agreement entered into between the date hereof and the Closing Date in accordance with Section 5.01 in which any such arrangements are documented and which, had such contract or agreement been entered into prior to the date hereof, would have been a Material Contract required to be set forth on Section 3.12(a) of the Disclosure Schedule or a Shared Contract required to be set forth on Section 3.12(b) of the Disclosure ScheduleContract.

Shared Contracts. Prior The Parties acknowledge that the Seller Parent and its Affiliates are parties to certain Contracts that relate to both the operations or conduct of the Business as well as other businesses of one or more of the Seller Parent and its Affiliates (which do not include any Contracts granting a corporate-level license to the Seller Parent and its Affiliates that, with respect to the Business, is used to provide corporate-level services to the Business and other businesses or Affiliates of the Seller Parent), but that will remain with the Seller Parent and its Affiliates after the relevant Closing (other than any Permits, the “Shared Contracts”). The nature of the goods, services or intellectual property rights provided under the Shared Contracts as of the date of this Agreement is set forth on Schedule 5.14. During the period prior to the First Closing, each of the Sellers and the Buyer shall, Parties shall cooperate and shall cause their respective Affiliates to, use their respective commercially reasonable best efforts (including, with respect to the Buyer Parent, efforts to amend and/or supplement any existing Contracts the Buyer Parent or any of its Affiliates has with the counterparties to the Shared Contracts in order to receive or provide all or some portion of the Shared Contract Rights under such existing Contracts, which Contract, as so amended or supplemented, would be a Replacement Contract) to obtain from, and the agreement of the counterparties to cooperate in obtaining from, and shall, and shall cause their respective Affiliates to, each such Shared Contract to enter into witha new Contract (or Contract amendment, each third party as applicable), effective as of the relevant Closing Date (each, a “Replacement Contract”), pursuant to which the Buyer Parent or another Buyer, as applicable, will receive or provide the goods, services and intellectual property rights provided to or by the Seller Parent and its Affiliates as of the date hereof pursuant to the Shared Contract (the “Shared Contract Rights”) on price and terms and conditions on and following the relevant Closing substantially similar to those contained in the Shared Contract as of the date hereof. If, as of the First Closing, the Seller Parent or one of its Affiliates is required, pursuant to a Shared Contract, either to purchase goods or services used in or by the SSD Business, then the Buyer Parent or another Buyer, as applicable, shall purchase such goods or services from the Seller Parent or its Affiliate, as applicable, for the cost being charged therefor under the applicable Shared Contract, as reflected on Schedule 5.14, or the Buyer Parent may decline to purchase such goods or services if it reasonably determines after the First Closing that the SSD Business does not require such goods or services, or it can procure such goods or services at more favorable pricing than is charged under the applicable Shared Contract. If one or more Replacement Contracts are not so obtained prior to the relevant Closing, unless the Parties otherwise agree in writing or unless doing so would not be permitted by applicable Law, the terms of the applicable Shared Contract or the applicable counterparty, for a reasonable period of time following the relevant Closing, the Parties will cooperate with each other in any reasonable arrangements designed to provide to the Buyer Parent or the relevant Buyer the Shared Contract Rights of the applicable Shared Contract (a) a separate contract or agreement in a form reasonably acceptable to CCR and the Buyer (a “New Contract”) that allocates the rights and obligations of the Sellers and their Affiliates under each Seller Parent or its applicable Affiliate shall continue to perform such Shared Contract as between upon the Business, on the one hand, and the retained business direction of the Sellers and their Affiliates, on Buyer Parent); provided that the Buyer Parent or the relevant Buyer shall bear any incremental economic burden resulting from implementation of any such alternative arrangement pursuant to this Section 5.14 (other hand, and which are otherwise substantially similar in all material respects to than any Liability arising from a Shared Contract counterparty asserting that the operation of this Section 5.14 is a breach of such Shared Contract, in which case such Liability shall solely be for the account of the Seller Parent or (b) a contract or agreement in a form reasonably acceptable to CCR its applicable Affiliate), and if the Buyer effective as of Parent or the Closing (the “Partial Assignments relevant Buyer fails to timely and Releases”) that (i) assigns the rights and obligations under fully bear such Shared Contract solely to the extent related to the Business and arising after the Closing to the Buyer and (ii) releases the Sellers and their Affiliates from all liabilities or obligations Liabilities with respect to any Shared Contract, the Business that arise after the ClosingSeller Parent shall no longer be obligated to provide Shared Contract Rights for any Shared Contract hereunder. Any New Contracts that relate The Parties agree to the Business (the “New Business Contracts”) shall be entered into treat any Shared Contract Rights borne by the Buyer Parent or its Affiliates effective a Buyer as a Liability of the Closing and shall allocate such Person for Tax purposes unless otherwise required by applicable Law. Further, any reasonable out-of-pocket costs or expenses arising out of or related to the Buyer all rights and obligations of the Sellers seeking or their Affiliates (as applicable) under the applicable Shared Contract being replaced to the extent such rights and obligations relate to the Business and arise after the Closing. All purchase commitments under the Shared obtaining any Replacement Contracts shall be allocated under the New Business Contracts or the Partial Assignments and Releases as between the Business, on the one hand, and the retained business of the Sellers and their Affiliates, on the other hand, in an equitable manner that is mutually and reasonably agreed to borne by the Buyer and the Sellers. In connection with the entering into of New Business Contracts, the parties shall use their reasonable best efforts to ensure that the Sellers and their Affiliates are released by the third party with respect to all liabilities and obligations relating to the Business and arising after the Closing. In the event that any third party under a Shared Contract does not agree to enter into a New Business Contract or Partial Assignment and Release consistent with this Section 5.17, the parties shall in good faith seek mutually acceptable alternative arrangements for purposes of allocating rights and liabilities and obligations under such Shared Contract (provided, that such arrangements shall not result in a breach or violation of such Shared Contract by the Sellers). Such alternative arrangements may include a subcontracting, sublicensing or subleasing arrangement under which the Buyer would, in compliance with Law, obtain the benefits under, and, to the extent first arising after the Closing, assume the obligations and bear the economic burdens associated with, such Shared Contract solely to the extent related to the Business or under which the Sellers would, upon the Buyer’s request, enforce for the benefit (and at the expense) of the Buyer any and all of the Sellers’ rights against such third party under such Shared Contract solely to the extent related to the Business, and the Sellers would promptly pay to the Buyer when received all monies received by them under such Shared Contract solely to the extent related to the Business. The parties also confirm their present intent to continue in the ordinary course of business consistent with past practice to uphold their respective commitments and cost sharing arrangements regarding sponsored marketing properties relating to the Business, to the extent those are mutually agreed upon from time to time. The Sellers shall provide a list of all Material Contracts and Shared Contracts in which such currently existing commitments and cost sharing arrangements are documented, and, with respect to Shared Contracts, which are related to the Business, as soon as reasonably practicable after the date hereof but in any event prior to the Closing and shall promptly notify the Buyer of any contract or agreement entered into between the date hereof and the Closing Date in accordance with Section 5.01 in which any such arrangements are documented and which, had such contract or agreement been entered into prior to the date hereof, would have been a Material Contract required to be set forth on Section 3.12(a) of the Disclosure Schedule or a Shared Contract required to be set forth on Section 3.12(b) of the Disclosure ScheduleParent.

Shared Contracts. Prior (a) Seller or its applicable Affiliate shall split and partially assign to Purchaser or a Transferred Entity, or have replicated for the benefit of Purchaser or a Transferred Entity (which may include providing the benefits of such Shared Contract through the Transition Services Agreement if they 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 Sellers counterparty thereto (each, an “Assignable Shared Contract”). (b) 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 Buyer shallbenefits of any Non-Assignable shared Contract are otherwise provided to the applicable party pursuant to the Transition Services Agreement (solely with respect to Shared Contracts for off-the-shelf IT Assets), prior to the Closing and for a period of 12 months after the Closing Date, each of Seller and Purchaser shall use their commercially reasonable efforts, and shall reasonably cooperate with each other in connection therewith, to cause each Shared Contract to be apportioned (including by using their respective Affiliates to, use their respective commercially reasonable best efforts to obtain from, and the Approval of such counterparty to cooperate in obtaining from, and shall, and shall cause their respective Affiliates to, enter into with, each third party to a new contract on substantially the same terms as exist under the applicable Shared Contract, either or to split and assign in relevant part such Shared Contract), effective as of the Closing, between Seller or its applicable Affiliate and Purchaser (a) or a separate contract Transferred Entity), pursuant to which Seller or agreement in a form reasonably acceptable to CCR and the Buyer (a “New Contract”) that allocates its applicable Affiliate will assume all of the rights and obligations of the Sellers and their Affiliates under each such Shared Contract as between to the extent relating to the Retained Business, on the one hand, and the retained business Purchaser (or a Transferred Entity) will assume all of the Sellers and their Affiliates, on the other hand, and which are otherwise substantially similar in all material respects to such Shared Contract, or (b) a contract or agreement in a form reasonably acceptable to CCR and the Buyer effective as of the Closing (the “Partial Assignments and Releases”) that (i) assigns the rights and obligations under such Shared Contract solely to the extent related Relating to the Business and arising after the Closing to the Buyer and (ii) releases the Sellers and their Affiliates from all liabilities or obligations with respect to the Business that arise after the Closing. Any New Contracts that relate to the Business (the “New Business Contracts”) shall be entered into by the Buyer or its Affiliates effective as of the Closing and shall allocate to the Buyer all rights and obligations of the Sellers or their Affiliates (as applicable) under the applicable Shared Contract being replaced to the extent such rights and obligations relate to the Business and arise after the Closing. All purchase commitments under the Shared Contracts shall be allocated under the New Business Contracts or the Partial Assignments and Releases as between the Business, on the one hand, and the retained business of the Sellers and their Affiliates, on the other hand, in an equitable manner that is mutually and reasonably agreed to by the Buyer and the Sellers. In connection with the entering into of New Business Contracts, the parties shall use their reasonable best efforts to ensure that the Sellers and their Affiliates are released by the third party with respect to all liabilities and obligations relating to the Business and arising after the Closing. In the event that any third party under a Shared Contract does not agree to enter into a New Business Contract or Partial Assignment and Release consistent with this Section 5.17, the parties shall in good faith seek mutually acceptable alternative arrangements for purposes of allocating rights and liabilities and obligations under such Shared Contract (provided, that such arrangements shall not result in a breach or violation of such Shared Contract by the Sellers). Such alternative arrangements may include a subcontracting, sublicensing or subleasing arrangement under which the Buyer would, in compliance with Law, obtain the benefits under, and, to the extent first arising after the Closing, assume the obligations and bear the economic burdens associated with, such Shared Contract solely to the extent related to the Business or under which the Sellers would, upon the Buyer’s request, enforce for the benefit (and at the expense) of the Buyer any and all of the Sellers’ rights against such third party under such Shared Contract solely to the extent related to the Business, and the Sellers would promptly pay to the Buyer when received all monies received by them under such Shared Contract solely to the extent related to the Business. The parties also confirm their present intent to continue in the ordinary course of business consistent with past practice to uphold their respective commitments and cost sharing arrangements regarding sponsored marketing properties relating to the Business, to the extent those are mutually agreed upon from time to time. The Sellers shall provide a list of all Material Contracts and Shared Contracts in which such currently existing commitments and cost sharing arrangements are documented, and, with respect to Shared Contracts, which are related to the Business, as soon as reasonably practicable after the date hereof but in any event prior to the Closing and shall promptly notify the Buyer of any contract or agreement entered into between the date hereof and the Closing Date in accordance with Section 5.01 in which any such arrangements are documented and which, had such contract or agreement been entered into prior to the date hereof, would have been a Material Contract required to be set forth on Section 3.12(a) of the Disclosure Schedule or a Shared Contract required to be set forth on Section 3.12(b) of the Disclosure Schedule.

Shared Contracts. Prior to Following the Closing, the Parties desire for the benefit of Seller and Buyer, respectively, to have and obtain the rights and benefits under each Shared Contract to the extent related to the continuing business of Buyer and Seller and their respective Affiliates. The Parties shall cooperate with each other to provide Seller and its Affiliates, on the Sellers one hand, and Buyer and its Affiliates, on the other, with their applicable rights and benefits under each Shared Contract, first, by effecting a partial assignment of such Shared Contract or, if unable to effect such partial assignment, second, by assisting Buyer in entering into a new Contract or Contracts with the applicable third party on substantially similar terms (a “Separated Contract”). The costs of entering into a new Contract or Contract(s) shall be borne by ▇▇▇▇▇. If any Shared Contract cannot be partially assigned or separated into a Separated Contract at Closing, Seller and Buyer shall, and shall cause each of their respective Affiliates to, use their respective reasonable best efforts to obtain fromcause, and for the period after the Closing until such Shared Contract is separated into a Separated Contract or such Separated Contract expires pursuant to cooperate in obtaining fromits terms, and shall, and shall cause their respective Affiliates to, enter into with, each third party to a Shared Contract, either (ai) a separate contract or agreement in a form reasonably acceptable to CCR and the Buyer (a “New Contract”) that allocates the rights and obligations of the Sellers and their Affiliates benefits under each such Shared Contract as between to the Business, on extent relating to the one hand, and Business to be enjoyed by Buyer; (ii) the retained business of liabilities under each Shared Contract to the Sellers and their Affiliates, on extent relating to the other hand, and which are otherwise substantially similar in all material respects Business to such Shared Contract, or be borne by Buyer; (biii) a contract or agreement in a form reasonably acceptable to CCR and the Buyer effective as of the Closing (the “Partial Assignments and Releases”) that (i) assigns the rights and obligations benefits under such each Shared Contract solely to the extent related relating to any business other than the Business to be enjoyed by Seller; and (iv) the liabilities under each Shared Contract to the Business and arising after the Closing extent relating to the Buyer and (ii) releases the Sellers and their Affiliates from all liabilities or obligations with respect to any business other than the Business that arise after to be borne by Seller. Neither Seller nor any of its Affiliates (including the Closing. Any New Contracts that relate to the Business (the “New Business Contracts”Selling Affiliates) shall be entered into by extend the term or otherwise amend the terms of any Shared Contract in a manner that would adversely affect Buyer or its Affiliates effective as of the Closing and shall allocate to the Buyer all rights and obligations of the Sellers or their Affiliates (as applicable) under the applicable Shared Contract being replaced to the extent such rights and obligations relate to the Business and arise after the Closing. All purchase commitments under the Shared Contracts shall be allocated under the New Business Contracts or the Partial Assignments and Releases as between the Business, on the one hand, and the retained business of the Sellers and their Affiliates, on the other hand, in an equitable manner that is mutually and reasonably agreed to by the Buyer and the Sellers. In connection with the entering into of New Business Contracts, the parties shall use their reasonable best efforts to ensure that the Sellers and their Affiliates are released by the third party with respect to all liabilities and obligations relating to the Business and arising after the Closing. In the event that any third party under a Shared Contract does not agree to enter into a New Business Contract or Partial Assignment and Release consistent with this Section 5.17, the parties shall in good faith seek mutually acceptable alternative arrangements for purposes of allocating rights and liabilities and obligations under such Shared Contract (provided, that such arrangements shall not result in a breach or violation of such Shared Contract by the Sellers). Such alternative arrangements may include a subcontracting, sublicensing or subleasing arrangement under which the Buyer would, in compliance with Law, obtain the benefits under, and, to the extent first arising after the Closing, assume the obligations and bear the economic burdens associated with, such Shared Contract solely to the extent related to the Business or under which the Sellers would, upon the without Buyer’s request, enforce for the benefit prior written consent (and at the expense) of the Buyer any and all of the Sellers’ rights against such third party under such Shared Contract solely to the extent related to the Business, and the Sellers would promptly pay to the Buyer when received all monies received by them under such Shared Contract solely to the extent related to the Business. The parties also confirm their present intent to continue in the ordinary course of business consistent with past practice to uphold their respective commitments and cost sharing arrangements regarding sponsored marketing properties relating to the Business, to the extent those are mutually agreed upon from time to time. The Sellers shall provide a list of all Material Contracts and Shared Contracts in which such currently existing commitments and cost sharing arrangements are documented, and, with respect to Shared Contracts, which are related to the Business, as soon as reasonably practicable after the date hereof but in any event prior to the Closing and shall promptly notify the Buyer of any contract or agreement entered into between the date hereof and the Closing Date in accordance with Section 5.01 in which any such arrangements are documented and which, had such contract or agreement been entered into prior to the date hereof, would have been a Material Contract required not to be set forth on Section 3.12(a) of the Disclosure Schedule unreasonably withheld, conditioned or a Shared Contract required to be set forth on Section 3.12(b) of the Disclosure Scheduledelayed).

Shared Contracts. Prior (a) The Buyer acknowledges that the Pre-Closing Reorganization Selling Parties and their respective Affiliates (other than the Transferred Entities) are parties to, or beneficiaries of, Contracts involving third parties which relate in part to the Business and in part to other business or operations of the Pre-Closing Reorganization Selling Parties and any of their respective Affiliates that is not the Business (the “Seller Business,” and such Contracts, but expressly excluding any Assumed Employee Plan each, a “Shared Contract”), and the Buyer agrees that (i) such Shared Contracts did not constitute Transferred Assets pursuant to the Pre-Closing Reorganization, and shall not constitute Transferred Assets, and (ii) the Buyer shall not be entitled to any of the benefits provided in any Shared Contract following the Closing or be subject to any liabilities thereunder, in each case, except as expressly set forth in this Agreement or any Ancillary Agreement. (b) Notwithstanding the provisions of Section 8.07(a), from and after the Closing, each of the Sellers Buyer and the Buyer shall, and Pre-Closing Reorganization Selling Parties shall cause their respective Affiliates to, use their respective commercially reasonable best efforts to obtain from, and complete any necessary action with respect to cooperate in obtaining from, and shall, and shall cause their respective Affiliates to, enter into with, each third party to a the separation of those Shared Contract, either (aContracts set forth on Section 8.07(b) a separate contract or agreement in a form reasonably acceptable to CCR and the Buyer (a “New Contract”) that allocates the rights and obligations of the Sellers and their Affiliates under each such Shared Contract as between the Business, on the one hand, and the retained business of the Sellers and their Affiliates, on the other hand, and which are otherwise substantially similar in all material respects to such Shared Contract, or (b) a contract or agreement in a form reasonably acceptable to CCR and the Buyer effective as of the Closing (the “Partial Assignments and Releases”) Disclosure Letter so that (i) assigns the rights and obligations under such Shared Contract solely to the extent related to the Business and arising after the Closing to the Buyer and (ii) releases the Sellers and their Affiliates from all liabilities or obligations with respect to the Business that arise after the Closing. Any New Contracts that relate to the Business (the “New Business Contracts”) shall be entered into by applicable Transferred Entity, the Buyer or its Affiliates effective as of the Closing and shall allocate to the Buyer all rights and obligations of the Sellers or their Affiliates (as applicable) under the applicable Shared Contract being replaced remain entitled to the extent such rights and obligations relate benefits, and subject to the Business and arise after the Closing. All purchase commitments under the Shared Contracts shall be allocated under the New Business Contracts or the Partial Assignments and Releases as between the Businessliabilities, on the one hand, and the retained business of the Sellers and their Affiliates, on the other hand, in an equitable manner that is mutually and reasonably agreed to by the Buyer and the Sellers. In connection with the entering into of New Business Contracts, the parties shall use their reasonable best efforts to ensure that the Sellers and their Affiliates are released by the third party with respect to all liabilities and obligations relating to the Business and or arising after the Closing. In the event that any third party under a from each Shared Contract does not agree to enter into a New Business Contract or Partial Assignment and Release consistent with this Section 5.17Contract, the parties shall in good faith seek mutually acceptable alternative arrangements for purposes of allocating rights and liabilities and obligations under such Shared Contract (provided, that such arrangements shall not result in a breach or violation of such Shared Contract by the Sellers). Such alternative arrangements may include a subcontracting, sublicensing or subleasing arrangement under which the Buyer would, in compliance with Law, obtain the benefits under, and, to the extent first arising after the Closing, assume the obligations and bear the economic burdens associated with, such Shared Contract solely to the extent related to the Business or under which the Sellers would, upon the Buyer’s request, enforce for the benefit (and at the expense) of the Buyer any and all of the Sellers’ rights against such third party under such Shared Contract solely to the extent related to the Business, on substantially the same terms and the Sellers would promptly pay conditions applicable to the Buyer when received all monies received by them Business immediately prior to Closing under such Shared Contract solely and (ii) the Pre-Closing Reorganization Selling Parties or their respective Affiliates (as applicable) retains the rights and benefits, and subject to the liabilities, with respect to or arising from each Shared Contract, to the extent related to the Seller Business. The parties also confirm their present intent to continue in , on substantially the ordinary course of business consistent with past practice to uphold their respective commitments same terms and cost sharing arrangements regarding sponsored marketing properties relating conditions applicable to the Business, Seller Business immediately prior to the extent those are mutually agreed upon from time to time. The Sellers shall provide a list of all Material Contracts and Shared Contracts in which such currently existing commitments and cost sharing arrangements are documented, and, Closing with respect to such Shared Contract; provided, however, that neither the Transferred Entities, the Buyer, the Pre-Closing Reorganization Selling Parties nor their respective Affiliates shall be obligated to contribute any capital or pay any consideration in any form (including providing any letter of credit, guaranty or other financial or commercial accommodation) to any Person in order to obtain or make any approvals or notices necessary to effect such separation of Shared Contracts. If a counterparty to any Shared Contract that is entitled under the terms of the Shared Contract to consent to the separation of the Shared Contract has not provided such consent or if the separation of a Shared Contract has not been completed as of the Closing for any reason, which are then the Buyer and the Pre- Closing Reorganization Selling Parties shall use their commercially reasonable efforts to promptly develop and implement mutually agreed arrangements (including subcontracting, sublicensing, subleasing or back-to-back agreements) to pass along to, and make available for use by, the Buyer, the Transferred Entities or their respective Affiliates (as applicable) the benefit and the liabilities of the portion of any such Shared Contract related to the Business and to pass along to, and make available for use by, the Pre-Closing Reorganization Selling Parties the benefit and the liabilities of the portion of the Shared Contract related to the Seller Business, as soon as reasonably practicable after the date hereof but in case may be. If and when any event prior to such consent is obtained, the Closing and shall promptly notify the Buyer of any contract or agreement entered into between the date hereof and the Closing Date Shared Contract will be separated in accordance with this Section 5.01 8.07(b). The obligations set forth in which this Section 8.07(b) shall terminate on the one (1) year anniversary of the Closing Date; provided, however, that any breach of such obligations prior to such time shall survive any such arrangements are documented and which, had such contract or agreement been entered into prior to the date hereof, would have been a Material Contract required to be set forth on Section 3.12(a) of the Disclosure Schedule or a Shared Contract required to be set forth on Section 3.12(b) of the Disclosure Scheduletermination.

Shared Contracts. Prior to the Closing, each of the Sellers Parent and the Buyer shall, and Purchaser shall cause their respective Affiliates to, use their respective commercially reasonable best efforts to obtain from, and cooperate to cooperate work with the counterparties to the Shared Contracts in obtaining from, and shall, and shall cause their respective Affiliates to, an effort to enter into withseparate replacement contracts or otherwise divide, each third party to a Shared Contractmodify, either (a) a separate contract terminate in part, or agreement replicate in a form reasonably acceptable to CCR and part the Buyer (a “New Contract”) that allocates the respective rights and obligations of the Sellers and their Affiliates under each such Shared Contract as between the Business, on the one hand, and the retained business of the Sellers and their AffiliatesRetained Business, on the other hand, under and which are otherwise substantially similar in all material respects to respect of the Shared Contracts, such Shared Contractthat, or (b) a contract or agreement in a form reasonably acceptable to CCR and the Buyer effective as of the Closing Closing, (a) the “Partial Assignments Purchaser and Releases”) that (i) assigns its Affiliates are the beneficiaries of the rights and are responsible for the obligations under such the Shared Contract solely Contracts to the extent related applicable to the conduct of the Business (such rights, the “Business Rights”, and arising after such obligations, the Closing to “Business Obligations”), and the Buyer Parent and its Affiliates (iiother than the Subject Companies) releases the Sellers and their Affiliates from all liabilities have no rights or obligations with respect to the Business that arise after the Closing. Any New Contracts that relate to Rights or the Business Obligations, respectively; and (b) the “New Business Contracts”) shall be entered into by the Buyer or Parent and its Affiliates effective as are the beneficiaries of all rights other than the Closing Business Rights and shall allocate are responsible for all obligations other than the Business Obligations under the Shared Contracts, and the Purchaser and its Affiliates have no rights or obligations with respect to the Buyer all such other rights and obligations of the Sellers or their Affiliates (as applicable) under the applicable Shared Contract being replaced to the extent such rights and obligations relate to the Business and arise after the Closing. All purchase commitments under the Shared Contracts (such replacement contracts or other Contracts providing for the Business Rights and Business Obligations, collectively, the “Purchaser Replacement Contracts”). Each of the Purchaser and the Parent shall pay, or cause to be paid, one-half of any and all out-of-pocket costs and expenses charged by the counterparties to establish such Purchaser Replacement Contracts. If the Parent and the Purchaser and the applicable counterparties are not able to effect the separation of, or otherwise formally divide, modify, terminate in part or replicate in part, a Shared Contract prior to the Closing as contemplated by the previous sentence, then (i) the Purchaser shall be allocated entitled to all of the benefits of the Business Rights under such Shared Contracts on or after the New Business Contracts Closing Date to the extent (and only to the extent) the Parent (or the Partial Assignments and Releases as between the Business, on the one handits applicable Affiliate) may provide such benefits, and the retained business Parent (or its applicable Affiliate) shall hold in trust for the benefit of the Sellers Purchaser, and their Affiliatesshall promptly forward to the Purchaser or its designee, on any monies received pursuant to such Business Rights; (ii) if the other handPurchaser is provided with substantially all of the benefits of the Business Rights, in an equitable manner that is mutually the Purchaser shall perform, at its sole expense, the Business Obligations to be performed after the Closing under such Shared Contract; and reasonably agreed to by (iii) the Buyer Purchaser and the Sellers. In connection with the entering into of New Business Contracts, the parties Parent shall use their reasonable best efforts to ensure that the Sellers each be solely responsible for any and their Affiliates are released by the third party with respect to all liabilities and obligations to the extent arising out of or relating to such party’s (or its Affiliates’) breach of any such Shared Contract; provided, however, that in no event shall the Business and arising after Parent or its Affiliates be required to provide such benefits in a manner that (x) violates the Closing. In terms of a Shared Contract, (y) results in any material expense, unless the event that Purchaser agrees to reimburse the Parent for any third party under such expense, or (z) extends the duration of a Shared Contract does not agree to enter into a New Business Contract or Partial Assignment and Release consistent with this Section 5.17, the parties shall in good faith seek mutually acceptable alternative arrangements for purposes of allocating rights and liabilities and obligations under such Shared Contract (provided, that such arrangements shall not result in a breach or violation of such Shared Contract by the Sellers). Such alternative arrangements may include a subcontracting, sublicensing or subleasing arrangement under which the Buyer would, in compliance with Law, obtain the benefits under, and, to the extent first arising after the Closing, assume the obligations and bear the economic burdens associated with, such Shared Contract solely to the extent related to the Business or under which the Sellers would, upon the Buyer’s request, enforce for the benefit (and at the expense) of the Buyer any and all of the Sellers’ rights against such third party under such Shared Contract solely to the extent related to the Business, and the Sellers would promptly pay to the Buyer when received all monies received by them under such Shared Contract solely to the extent related to the Business. The parties also confirm their present intent to continue in the ordinary course of business consistent with past practice to uphold their respective commitments and cost sharing arrangements regarding sponsored marketing properties relating to the Business, to the extent those are mutually agreed upon from time to time. The Sellers shall provide a list of all Material Contracts and Shared Contracts in which such currently existing commitments and cost sharing arrangements are documented, and, with respect to Shared Contracts, which are related to the Business, as soon as reasonably practicable after the date hereof but in any event prior to the Closing and shall promptly notify the Buyer of any contract or agreement entered into between the date hereof and the Closing Date in accordance with Section 5.01 in which any such arrangements are documented and which, had such contract or agreement been entered into prior to the date hereof, would have been a Material Contract required to be set forth on Section 3.12(a) of the Disclosure Schedule or a Shared Contract required to be set forth on Section 3.12(b) of the Disclosure Schedulebeyond its current term.

Shared Contracts. Prior to the ClosingClosing and except with respect to Shared Contracts specifically to be addressed pursuant to the Transition Services Agreement, with respect to each Shared Contract, including each of the Sellers Shared Contracts set forth in Section 6.12(c) of the Disclosure Schedule and any other Shared Contract for which Purchaser requests in writing that Seller attempt to separate, if Seller and Purchaser each mutually agree that such Shared Contract can be separated in a manner that would (i) not materially and adversely affect any of Seller and its Affiliates’ businesses (not including the Buyer shallbusiness of the Company) or otherwise result in a material liability to Seller and (ii) permit the Company to have a Contract or Contracts with the applicable third party on substantially similar terms to the benefits enjoyed by the Company under such Shared Contract as of the date hereof or such other mutually agreeable terms, and then Seller shall cause their respective Affiliates to, use their respective commercially reasonable best efforts to obtain fromthe agreement of the applicable third party that is the counterparty to each such Shared Contract to permit the separation of such Shared Contract such that the Company shall have its own Contract or Contracts with such applicable third party that would permit the Company to continue operating in the Ordinary Course, with the costs and benefits under such Separated Contract allocated ratably in good faith based on the relative usage under such Shared Contract of the Company on the one hand and the Seller Group on the other hand, or as otherwise agreed in writing by Purchaser and Seller (each such Contract, a “Separated Contract”). For each Shared Contract that does not become a Separated Contract and where Seller and its Affiliates would not be in breach of such Shared Contract to cooperate in obtaining fromassign or subcontract the benefits of such Shared Contract to the Company, and shall, and Seller shall cause their respective Affiliates to, enter into with, each third party to a Shared Contract, either (a) a separate contract or agreement in a form reasonably acceptable to CCR and the Buyer (a “New Contract”) that allocates the rights and obligations of the Sellers and their Affiliates benefits under each such Shared Contract as between that were enjoyed by the Business, on the one hand, and the retained business of the Sellers and their Affiliates, on the other hand, and which are otherwise substantially similar in all material respects Company prior to such Shared Contract, or (b) a contract or agreement in a form reasonably acceptable to CCR and the Buyer effective as of the Closing (to continue to be enjoyed by the “Partial Assignments and Releases”) that Company after the Closing pursuant to the Transition Services Agreement until the earlier of (i) assigns 12 months after the rights Closing Date and obligations (ii) the date that such Shared Contract terminates in accordance with its terms; provided that Purchaser and the Company shall be obligated to pay all expenses, fees and Liabilities incurred by the Seller Group under such Shared Contract solely arising from or relating to (i) the benefits being provided to the extent related to the Business Company and arising after the Closing to the Buyer such assignment and (ii) releases all other actions of the Sellers Company in enjoying the benefits of such Shared Contract. For the avoidance of doubt, all fees or separation costs required to be paid to a third party to cause a Shared Contract to be a Separated Contract or to assign the benefits under any Shared Contract, in each case, to the extent required by the foregoing, shall be paid by Seller (provided, set-up fees and their Affiliates from all liabilities separate costs that are addressed by the Transition Services Agreement shall be paid in accordance with the Transition Services Agreement). Each of Purchaser and Seller shall cooperate in good faith to achieve the foregoing effects, including by executing any additional agreements reasonably necessary to give effect to the foregoing agreements. Notwithstanding the foregoing, (i) with respect to any Shared Contract that is for the leasing of equipment or any other personal property, Seller may at any time prior to the Closing, purchase the equipment or property that is used by the Company under such Shared Contract and transfer title of such equipment or property to the Company in lieu of separating such Shared Contract or assigning benefits of such Shared Contract and (ii) Seller may fulfill its obligations with respect to the Business that arise after the Closing. Any New Contracts that relate to the Business (the “New Business Contracts”) shall be entered into by the Buyer or its Affiliates effective as of the Closing and shall allocate to the Buyer all rights and obligations of the Sellers or their Affiliates (as applicable) under the applicable any Shared Contract being replaced to the extent such rights and obligations relate to the Business and arise after the Closing. All purchase commitments under the Shared Contracts shall be allocated under the New Business Contracts or the Partial Assignments and Releases as between the Business, on the one hand, and the retained business of the Sellers and their Affiliates, on the other hand, in an equitable manner that is mutually and reasonably agreed to by the Buyer and the Sellers. In connection with the entering into of New Business Contracts, the parties shall use their reasonable best efforts to ensure that the Sellers and their Affiliates are released by the third party with respect to all liabilities and obligations relating to the Business and arising after the Closing. In the event that any third party under a Shared Contract does not agree to enter into a New Business Contract or Partial Assignment and Release consistent with this Section 5.17, the parties shall in good faith seek mutually acceptable alternative arrangements for purposes of allocating rights and liabilities and obligations under assigning such Shared Contract (provided, that such arrangements shall not result in a breach or violation of such Shared Contract by the Sellers). Such alternative arrangements may include a subcontracting, sublicensing or subleasing arrangement under which the Buyer would, in compliance with Law, obtain the benefits under, and, to the extent first arising after the Closing, assume the obligations and bear the economic burdens associated with, such Shared Contract solely to the extent related to the Business or under which the Sellers would, upon the Buyer’s request, enforce for the benefit (and at the expense) of the Buyer any and all of the Sellers’ rights against such third party under such Shared Contract solely to the extent related to the Business, and the Sellers would promptly pay to the Buyer when received all monies received by them under such Shared Contract solely to the extent related to the Business. The parties also confirm their present intent to continue in the ordinary course of business consistent with past practice to uphold their respective commitments and cost sharing arrangements regarding sponsored marketing properties relating to the Business, to the extent those are mutually agreed upon from time to time. The Sellers shall provide a list of all Material Contracts and Shared Contracts in which such currently existing commitments and cost sharing arrangements are documented, and, with respect to Shared Contracts, which are related to the Business, as soon as reasonably practicable after the date hereof but in any event prior to the Closing and shall promptly notify the Buyer of any contract or agreement entered into between the date hereof and the Closing Date in accordance with Section 5.01 in which any such arrangements are documented and which, had such contract or agreement been entered into prior to the date hereof, would have been a Material Contract required to be set forth on Section 3.12(a) of the Disclosure Schedule or a Shared Contract required to be set forth on Section 3.12(b) of the Disclosure ScheduleCompany.