Common use of Shared Contracts Clause in Contracts

Shared Contracts. The Parties shall, and shall cause the members of their respective Groups to, use their respective reasonable best efforts to work together (and, if necessary and desirable, to work with the third party to such Shared Contract) in an effort to divide, partially assign, modify and/or replicate (in whole or in part) the respective rights and obligations under and in respect of any Shared Contract, such that (a) a member of the BNED Group is the beneficiary of the rights and is responsible for the obligations related to that portion of such Shared Contract relating to the BNED Business (the “BNED Portion”), which rights shall be a BNED Asset and which obligations shall be a BNED Liability and (b) a member of the B&N Group is the beneficiary of the rights and is responsible for the obligations related to such Shared Contract not relating to the BNED Business (the “B&N Portion”), which rights shall be a B&N Asset and which obligations shall be a B&N Liability. If the Parties, or their respective Group members, as applicable, are not able to enter into an arrangement to formally divide, partially assign, modify and/or replicate such Shared Contract prior to the Distribution as contemplated by the previous sentence, then the Parties shall, and shall cause their respective Group members to, cooperate in any lawful arrangement to provide that, following the Distribution and until the earlier of five years after the Distribution Date and such time as the formal division, partial assignment, modification and/or replication of such Shared Contract as contemplated by the previous sentence is effected, a member of the BNED Group shall receive the interest in the benefits and obligations of the BNED Portion under such Shared Contract and a member of the B&N Group shall receive the interest in the benefits and obligations of the B&N Portion under such Shared Contract.

Shared Contracts. The Parties shall, and shall cause the members of their respective Groups to, use their respective reasonable best efforts to work together (and, if necessary and desirable, to work with the third party to such Shared Contract) in an effort to divide, partially assign, modify and/or replicate (in whole or in part) the respective rights and obligations under and in respect of any Shared Contract, such that (a) a member of the BNED Group NBI is the beneficiary of the rights and is responsible for the obligations related to that portion of such Shared Contract relating to the BNED NBI Business (the “BNED NBI Portion”), which rights shall be a BNED NBI Asset and which obligations shall be a BNED NBI Liability and (b) a member of the B&N Neurotrope Group is the beneficiary of the rights and is responsible for the obligations related to such Shared Contract not relating to the BNED NBI Business (the “B&N Neurotrope Portion”), which rights shall be a B&N Neurotrope Asset and which obligations shall be a B&N Neurotrope Liability. If the Parties, or their respective Group members, as applicable, are not able to enter into an arrangement to formally divide, partially assign, modify and/or replicate such Shared Contract prior to the Distribution as contemplated by the previous sentence, then the Parties shall, and shall cause their respective Group members to, cooperate in any lawful arrangement to provide that, following the Distribution and until the earlier of five years after the Distribution Date and such time as the formal division, partial assignment, modification and/or replication of such Shared Contract as contemplated by the previous sentence is effected, NBI shall receive the interest in the benefits and obligations of the NBI Portion under such Shared Contract and a member of the BNED Neurotrope Group shall receive the interest in the benefits and obligations of the BNED Portion under such Shared Contract and a member of the B&N Group shall receive the interest in the benefits and obligations of the B&N Neurotrope Portion under such Shared Contract.

Shared Contracts. The (a) Except as set forth on Schedule XIII, the Parties shall, and shall cause the members of their respective Groups to, use their respective reasonable best efforts to work together (and, if necessary and desirable, to work with the third party to such Shared Contract) in an effort to divide, partially assign, modify and/or or replicate (in whole or in part) the respective rights and obligations under and in respect of any Shared Contract, such that (a) a member of the BNED SpinCo Group is the beneficiary of the rights and is responsible for the obligations related to that portion of such Shared Contract relating to the BNED SpinCo Business (the “BNED SpinCo Portion”), which rights shall be a BNED SpinCo Asset and which obligations shall be a BNED Liability SpinCo Liability, and (b) a member of the B&N Honeywell Group is the beneficiary of the rights and is responsible for the obligations related to such Shared Contract not relating to the BNED SpinCo Business (the “B&N Honeywell Portion”), which rights shall be a B&N Honeywell Asset and which obligations shall be a B&N Honeywell Liability. Nothing in this Agreement shall require the division, partial assignment, modification or replication of a Shared Contract unless and until any necessary Consents are obtained or made, as applicable. If the Parties, or their respective Group members, as applicable, are not able to enter into an arrangement to formally divide, partially assign, modify and/or or replicate such Shared Contract prior to the Distribution as contemplated by the previous sentence, then the Parties shall, and shall cause their respective Group members to, cooperate in any lawful reasonable and permissible arrangement to provide that, following the Distribution and until the earlier of five years one year after the Distribution Date and such time as the formal division, partial assignment, modification and/or or replication of such Shared Contract as contemplated by the previous sentence is effected, a member of the BNED SpinCo Group shall receive the interest in the benefits and obligations of the BNED SpinCo Portion under such Shared Contract and a member of the B&N Honeywell Group shall receive the interest in the benefits and obligations of the B&N Honeywell Portion under such Shared Contract, it being understood that no Party shall have Liability to the other Party for the failure of any third party to perform its obligations under any such Shared Contract. (b) Nothing in this Section 2.05 shall require either Party or any member of their respective Groups to contribute capital, pay or grant any consideration or concession in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person (other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be reimbursed by the Party or the member of the Party’s Group entitled to such Asset or intended to assume such Liability, as applicable, as promptly as reasonably practicable). For avoidance of doubt, reasonable out-of-pocket expenses, and recording or similar fees shall not include any purchase price, license fee or other payment or compensation for the procurement of any asset secured to replace an Asset in the course of a Party’s obligation under Section 2.05(a).

Shared Contracts. The Parties shall, and shall cause the members of their respective Groups to, use their respective reasonable best efforts to work together (and, if necessary and desirable, to work with the third party to such Shared Contract) in an effort to divide, partially assign, modify and/or or replicate (in whole or in part) the respective rights and obligations under and in respect of any Shared Contract, such that (a) a member of the BNED Concentra Group is the beneficiary of the rights and is responsible for the obligations related to that portion of such Shared Contract relating to the BNED Concentra Business (the “BNED Concentra Portion”), which rights shall be a BNED considered Concentra’s Asset and which obligations shall be a BNED Liability considered Concentra’s Liability, and (b) a member of the B&N Select Group is the beneficiary of the rights and is responsible for the obligations related to such Shared Contract not relating to the BNED Concentra Business (the “B&N Select Portion”), which rights shall be a B&N considered Select’s Asset and which obligations shall be a B&N considered Select’s Liability. If the Parties, or their respective Group members, as applicable, are not able to enter into an arrangement to formally divide, partially assign, modify and/or or replicate such Shared Contract on or prior to the Distribution Separation Date as contemplated by the previous sentence, then the Parties shall, and shall cause their respective Group members to, reasonably cooperate in any lawful arrangement to provide that, following the Distribution Separation and until the earlier of five years after the Distribution Date and such time as the formal division, partial assignment, modification and/or or replication of such Shared Contract as contemplated by the previous sentence is effected, a member of the BNED Concentra Group shall receive the interest in the benefits and obligations of the BNED Concentra Portion under such Shared Contract and a member of the B&N Select Group shall receive the interest in the benefits and obligations of the B&N Select Portion under such Shared Contract; provided, that if, following such Distribution Date, any such Shared Contract remains in effect and the formal division, partial assignment, modification or replication of such Shared Contract as contemplated by the previous sentence has not yet been effected, the Parties shall discuss in good faith extending any such lawful arrangement then in place. Nothing in this SECTION 2.04 shall require (x) the division, partial assignment, modification or replication of a Shared Contract unless and until any necessary Consents are obtained or made, as applicable, or (y) unless otherwise agreed by the Parties, either Party or any member of their respective Groups to pay or grant any consideration or concession in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person (other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which, if incurred following the Separation, shall be borne by Concentra (and Concentra shall promptly reimburse members of the Select Group upon request for any such expenses or fees incurred thereby)).

Shared Contracts. The Parties shall, and shall cause the members of their respective Groups to, use their respective reasonable best efforts to work together (and, if necessary and desirable, to work with the third party to such Shared Contract) in an effort to divide, partially assign, modify and/or replicate (in whole or in part) the respective rights and obligations under and in respect of any Shared Contract, such that (a) a member of the BNED Cable Group is the beneficiary of the rights and is responsible for the obligations related to that portion of such Shared Contract relating to the BNED Cable Business (the “BNED Cable Portion”), which rights shall be a BNED Cable Asset and which obligations shall be a BNED Cable Liability and (b) a member of the B&N ▇▇▇▇▇▇ Group is the beneficiary of the rights and is responsible for the obligations related to such Shared Contract not relating to the BNED Cable Business (the “B&N ▇▇▇▇▇▇ Portion”), which rights shall be a B&N ▇▇▇▇▇▇ Asset and which obligations shall be a B&N ▇▇▇▇▇▇ Liability. If the Parties, or their respective Group members, as applicable, are not able to enter into an arrangement to formally divide, partially assign, modify and/or replicate such Shared Contract prior to the Distribution as contemplated by the previous sentence, then the Parties shall, and shall cause their respective Group members to, cooperate in any lawful arrangement to provide that, following the Distribution and until the earlier of five years after the Distribution Date and such time as the formal division, partial assignment, modification and/or replication of such Shared Contract as contemplated by the previous sentence is effected, a member of the BNED Cable Group shall receive the interest in the benefits and obligations of the BNED Cable Portion under such Shared Contract and a member of the B&N ▇▇▇▇▇▇ Group shall receive the interest in the benefits and obligations of the B&N ▇▇▇▇▇▇ Portion under such Shared Contract.

Shared Contracts. The Parties shall, and shall cause the members of their respective Groups to, use their respective reasonable best efforts to work together (and, if necessary and desirable, to work with the third party to such Shared Contract) in an effort to divide, partially assign, modify and/or replicate (in whole or in part) the respective rights and obligations under and in respect of any Shared Contract, such that (a) a member of the BNED Valvoline Group is the beneficiary of the rights and is responsible for the obligations related to that portion of such Shared Contract relating to the BNED Valvoline Business (the “BNED Valvoline Portion”), which rights shall be a BNED Valvoline Asset and which obligations shall be a BNED Valvoline Liability and (b) a member of the B&N Ashland Global Group is the beneficiary of the rights and is responsible for the obligations related to such Shared Contract not relating to the BNED Valvoline Business (the “B&N Ashland Global Portion”), which rights shall be a B&N Ashland Global Asset and which obligations shall be a B&N Ashland Global Liability. If the Parties, or their respective Group members, as applicable, are not able to enter into an arrangement to formally divide, partially assign, modify and/or replicate such Shared Contract prior to the Distribution Separation as contemplated by the previous sentence, then the Parties shall, and shall cause their respective Group members to, cooperate in any lawful arrangement to provide that, following the Distribution Separation and until the earlier of five years after the Distribution Separation Date and such time as the formal division, partial assignment, modification and/or replication of such Shared Contract as contemplated by the previous sentence is effected, a member of the BNED Valvoline Group shall receive the interest in the benefits and obligations of the BNED Valvoline Portion under such Shared Contract and a member of the B&N Ashland Global Group shall receive the interest in the benefits and obligations of the B&N Ashland Global Portion under such Shared Contract.

Shared Contracts. The (a) Except as set forth on Schedule 2.04, the Parties shall, and shall cause the members of their respective Groups to, use their respective reasonable best efforts to work together (and, if necessary and desirable, to work with the third party to such Shared Contract) in an effort to divide, partially assign, modify and/or or replicate (in whole or in part) the respective rights and obligations under and in respect of any Shared Contract, such that (ai) a member of the BNED SpinCo Group is the beneficiary of the rights and is responsible for the obligations related to that portion of such Shared Contract relating to the BNED SpinCo Business (the “BNED SpinCo Portion”), which rights shall be a BNED SpinCo Asset and which obligations shall be a BNED Liability SpinCo Liability, and (bii) a member of the B&N Parent Group is the beneficiary of the rights and is responsible for the obligations related to such Shared Contract not relating to the BNED SpinCo Business (the “B&N Parent Portion”), which rights shall be a B&N Parent Asset and which obligations shall be a B&N Parent Liability. Nothing in this Agreement shall require the division, partial assignment, modification or replication of a Shared Contract unless and until any necessary Consents are obtained or made, as applicable. If the Parties, or their respective Group members, as applicable, are not able to enter into an arrangement to formally divide, partially assign, modify and/or or replicate such Shared Contract prior to the Distribution as contemplated by the previous immediately preceding sentence, and subject to the other provisions of this Section 2.04, then the Parties shall, and shall cause their respective Group members to, cooperate in any lawful reasonable and permissible arrangement as determined by Parent to provide that, following the Distribution and until the earlier of five years after the Distribution Date and such time as the formal division, partial assignment, modification and/or replication of such Shared Contract as contemplated by the previous sentence is effectedDistribution, a member of the BNED SpinCo Group shall receive the interest in the benefits and obligations of the BNED SpinCo Portion under such Shared Contract and a member of the B&N Parent Group shall receive the interest in the benefits and obligations of the B&N Parent Portion under such Shared Contract, it being understood that no Party shall have Liability to the other Party for the failure of any third party to perform its obligations under any such Shared Contract. (b) Nothing in this Section 2.04 shall require either Party or any member of its Group to contribute capital, pay or grant any consideration or concession in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person (other than reasonable out-of-pocket expenses, attorneys’ fees and expenses and recording or similar fees of a third-party counterparty to a Shared Contract that are incurred in connection with the applicable division, partial assignment, modification or replication of such Shared Contract, in each case, if requested by such counterparty); provided, that each Party shall be responsible for its own reasonable out-of-pocket expenses and attorneys’ fees and expenses and the member of the Party’s Group entitled to such Asset or intended to assume such Liability shall be responsible for recording or similar fees. For the avoidance of doubt, reasonable out-of-pocket expenses and recording or similar fees shall not include any purchase price, license fee, or other payment or compensation for the procurement of any asset secured to replace an Asset in the course of a Party’s obligation under Section 2.04(a).

Shared Contracts. The Parties shall, and shall cause the members of their respective Groups to, use their respective reasonable best efforts to work together (and, if necessary and desirable, to work with the third party to such Shared Contract) in an effort to divide, partially assign, modify and/or replicate (in whole or in part) the respective rights and obligations under and in respect of any Shared Contract, such that (a) a member of the BNED Time Group is the beneficiary of the rights and is responsible for the obligations related to that portion of such Shared Contract relating to the BNED Publishing Business (the “BNED Time Portion”), which rights shall be a BNED Time Asset and which obligations shall be a BNED Time Liability and (b) a member of the B&N TWX Group is the beneficiary of the rights and is responsible for the obligations related to such Shared Contract not relating to the BNED Publishing Business (the “B&N TWX Portion”), which rights shall be a B&N TWX Asset and which obligations shall be a B&N TWX Liability. If the Parties, or their respective Group members, as applicable, are not able to enter into an arrangement to formally divide, partially assign, modify and/or replicate such Shared Contract prior to the Distribution as contemplated by the previous sentence, then the Parties shall, and shall cause their respective Group members to, cooperate in any lawful arrangement to provide that, following the Distribution and until the earlier of five years after the Distribution Date and such time as the formal division, partial assignment, modification and/or replication of such Shared Contract as contemplated by the previous sentence is effected, a member of the BNED Time Group shall receive the interest in the benefits and obligations of the BNED Time Portion under such Shared Contract and a member of the B&N TWX Group shall receive the interest in the benefits and obligations of the B&N TWX Portion under such Shared Contract.

Shared Contracts. The Parties shall, and shall cause the members of their respective Groups to, use their respective reasonable best efforts to work together (and, if necessary and desirable, to work with the third party to such Shared Contract) in an effort to divide, partially assign, modify and/or replicate (in whole or in part) the respective rights and obligations under and in respect of any Shared Contract, such that (a) a member of the BNED SpinCo Group is the beneficiary of the rights and is responsible for the obligations related to that portion of such Shared Contract relating to the BNED SpinCo Business (the “BNED SpinCo Portion”), which rights shall be a BNED SpinCo Asset and which obligations shall be a BNED SpinCo Liability and (b) a member of the B&N HCMC Group is the beneficiary of the rights and is responsible for the obligations related to such Shared Contract not relating to the BNED SpinCo Business (the “B&N HCMC Portion”), which rights shall be a B&N HCMC Asset and which obligations shall be a B&N HCMC Liability. If the Parties, or their respective Group members, as applicable, are not able to enter into an arrangement to formally divide, partially assign, modify and/or replicate such Shared Contract prior to the Distribution as contemplated by the previous sentence, then the Parties shall, and shall cause their respective Group members to, cooperate in any lawful arrangement to provide that, following the Distribution and until the earlier of five (5) years after the Distribution Date and such time as the formal division, partial assignment, modification and/or replication of such Shared Contract as contemplated by the previous sentence is effected, a member of the BNED SpinCo Group shall receive the interest in the benefits and obligations of the BNED SpinCo Portion under such Shared Contract and a member of the B&N HCMC Group shall receive the interest in the benefits and obligations of the B&N HCMC Portion under such Shared Contract.

Shared Contracts. The (a) Except as set forth on Section 2.04 of the Disclosure Letter and subject to Article III, the Parties shall, and shall cause the members of their respective Groups to, use their respective reasonable best efforts to work together (and, if necessary and desirable, to work with the third party to such Shared Contract) in an effort to divide, partially assign, modify and/or or replicate (in whole or in part) the respective rights and obligations under and in respect of any Shared Contract, such that (ai) a member of the BNED SpinCo Group is the beneficiary of the rights and is responsible for the obligations related to that portion of such Shared Contract relating to the BNED SpinCo Business (the “BNED SpinCo Portion”), which rights shall be a BNED SpinCo Asset and which obligations shall be a BNED Liability SpinCo Liability, and (bii) a member of the B&N Parent Group is the beneficiary of the rights and is responsible for the obligations related to such Shared Contract not relating to the BNED SpinCo Business (the “B&N Parent Portion”), which rights shall be a B&N Parent Asset and which obligations shall be a B&N Parent Liability. Nothing in this Agreement shall require the division, partial assignment, modification or replication of a Shared Contract unless and until any necessary Consents are obtained or made, as applicable. If the Parties, or their respective Group members, as applicable, are not able to enter into an arrangement to formally divide, partially assign, modify and/or or replicate such Shared Contract prior to the Distribution as contemplated by the previous immediately preceding sentence, and subject to the other provisions of this Section 2.04, then the Parties shall, and shall cause their respective Group members to, cooperate in any lawful reasonable and permissible arrangement as determined by Parent to provide that, following the Distribution and until the earlier of five years after the Distribution Date and such time as the formal division, partial assignment, modification and/or replication of such Shared Contract as contemplated by the previous sentence is effectedDistribution, a member of the BNED SpinCo Group shall receive the interest in the benefits and obligations of the BNED SpinCo Portion under such Shared Contract and a member of the B&N Parent Group shall receive the interest in the benefits and obligations of the B&N Parent Portion under such Shared Contract, it being understood that no Party shall have Liability to the other Party for the failure of any third party to perform its obligations under any such Shared Contract. (b) Nothing in this Section 2.04 shall require either Party or any member of its Group to contribute capital, pay or grant any consideration or concession in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person (other than reasonable out-of-pocket expenses, attorneys’ fees and expenses and recording or similar fees of a third-party counterparty to a Shared Contract that are incurred in connection with the applicable division, partial assignment, modification or replication of such Shared Contract, in each case, if requested by such counterparty); provided, that each Party shall be responsible for its own reasonable out-of-pocket expenses and attorneys’ fees and expenses and the member of the Party’s Group entitled to such Asset or intended to assume such Liability shall be responsible for recording or similar fees. For the avoidance of doubt, reasonable out-of- pocket expenses and recording or similar fees shall not include any purchase price, license fee, or other payment or compensation for the procurement of any asset secured to replace an Asset in the course of a Party’s obligation under Section 2.04(a).

Shared Contracts. The (a) Except as set forth on Schedule IX, the Parties shall, and shall cause the members of their respective Groups to, use their respective reasonable best efforts to work together (and, if necessary and desirable, to work with the third party to such Shared Contract) in an effort to divide, partially assign, modify and/or or replicate (in whole or in part) the respective rights and obligations under and in respect of any Shared Contract, such that (a) a member of the BNED SpinCo Group is the beneficiary of the rights and is responsible for the obligations related to that portion of such Shared Contract relating to the BNED SpinCo Business (the “BNED SpinCo Portion”), which rights shall be a BNED SpinCo Asset and which obligations shall be a BNED Liability SpinCo Liability, and (b) a member of the B&N Honeywell Group is the beneficiary of the rights and is responsible for the obligations related to such Shared Contract not relating to the BNED SpinCo Business (the “B&N Honeywell Portion”), which rights shall be a B&N Honeywell Asset and which obligations shall be a B&N Honeywell Liability. Nothing in this Agreement shall require the division, partial assignment, modification or replication of a Shared Contract unless and until any necessary Consents are obtained or made, as applicable. If the Parties, or their respective Group members, as applicable, are not able to enter into an arrangement to formally divide, partially assign, modify and/or or replicate such Shared Contract prior to the Distribution as contemplated by the previous sentence, then the Parties shall, and shall cause their respective Group members to, cooperate in any lawful reasonable and permissible arrangement to provide that, following the Distribution and until the earlier of five years one year after the Distribution Date and such time as the formal division, partial assignment, modification and/or or replication of such Shared Contract as contemplated by the previous sentence is effected, a member of the BNED SpinCo Group shall receive the interest in the benefits and obligations of the BNED SpinCo Portion under such Shared Contract and a member of the B&N Honeywell Group shall receive the interest in the benefits and obligations of the B&N Honeywell Portion under such Shared Contract, it being understood that no Party shall have Liability to the other Party for the failure of any third party to perform its obligations under any such Shared Contract. (b) Nothing in this Section 2.05 shall require either Party or any member of their respective Groups to contribute capital, pay or grant any consideration or concession in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person (other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be reimbursed by the Party or the member of the Party’s Group entitled to such Asset or intended to assume such Liability, as applicable, as promptly as reasonably practicable). For avoidance of doubt, reasonable out-of-pocket expenses, and recording or similar fees shall not include any purchase price, license fee or other payment or compensation for the procurement of any asset secured to replace an Asset in the course of a Party’s obligation under Section 2.05(a).

Shared Contracts. The (a) Except as set forth on Schedule IX, the Parties shall, and shall cause the members of their respective Groups to, use their respective reasonable best efforts to work together (and, if necessary and desirable, to work with the third party to such Shared Contract) in an effort to divide, partially assign, modify and/or or replicate (in whole or in part) the respective rights and obligations under and in respect of any Shared Contract, such that (a) a member of the BNED SpinCo Group is the beneficiary of the rights and is responsible for the obligations related to that portion of such Shared Contract relating to the BNED SpinCo Business (the “BNED SpinCo Portion”), which rights shall be a BNED SpinCo Asset and which obligations shall be a BNED Liability SpinCo Liability, and (b) a member of the B&N Parent Group is the beneficiary of the rights and is responsible for the obligations related to such Shared Contract not relating to the BNED SpinCo Business (the “B&N Parent Portion”), which rights shall be a B&N Parent Asset and which obligations shall be a B&N Parent Liability. Nothing in this Agreement shall require the division, partial assignment, modification or replication of a Shared Contract unless and until any necessary Consents are obtained or made, as applicable. If the Parties, or their respective Group members, as applicable, are not able to enter into an arrangement to formally divide, partially assign, modify and/or or replicate such Shared Contract prior to the Distribution as contemplated by the previous sentence, and subject to the other provisions of this Section 2.04, then the Parties shall, and shall cause their respective Group members to, cooperate in any lawful reasonable and permissible arrangement as determined by Parent to provide that, following the Distribution and until the earlier of five years after the Distribution Date and such time as the formal division, partial assignment, modification and/or replication of such Shared Contract as contemplated by the previous sentence is effectedDistribution, a member of the BNED SpinCo Group shall receive the interest in the benefits and obligations of the BNED SpinCo Portion under such Shared Contract and a member of the B&N Parent Group shall receive the interest in the benefits and obligations of the B&N Parent Portion under such Shared Contract, it being understood that no Party shall have Liability to the other Party for the failure of any third party to perform its obligations under any such Shared Contract. (b) Nothing in this Section 2.04 shall require either Party or any member of each of their respective Groups to contribute capital, pay or grant any consideration or concession in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person (other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be reimbursed by the Party or the member of the Party’s Group entitled to such Asset or intended to assume such Liability, as applicable, as promptly as reasonably practicable). For the avoidance of doubt, reasonable out-of-pocket expenses and recording or similar fees shall not include any purchase price, license fee, or other payment or compensation for the procurement of any asset secured to replace an Asset in the course of a Party’s obligation under Section 2.04(a).

Shared Contracts. (a) The Parties shall, and shall cause the members of their respective Groups to, use their respective commercially reasonable best efforts to work together (and, if necessary and desirable, to work with the third party to such Shared Contract) in an effort to divide, partially assign, modify and/or or replicate (in whole or in part) the respective rights and obligations under and in respect of any Shared Contract, Contract such that (ai) a member of the BNED SpinCo Group is the beneficiary of the rights and is responsible for the obligations related to that portion of such Shared Contract relating to the BNED SpinCo Business (the “BNED SpinCo Portion”), which rights shall be a BNED SpinCo Asset and which obligations shall be a BNED Liability SpinCo Liability, and (bii) a member of the B&N Parent Group is the beneficiary of the rights and is responsible for the obligations related to such Shared Contract not relating to the BNED SpinCo Business (the “B&N Parent Portion”), which rights shall be a B&N Parent Asset and which obligations shall be a B&N Parent Liability. Nothing in this Agreement shall require the division, partial assignment, modification or replication of a Shared Contract unless and until any necessary Consents are obtained or made, as applicable. If the Parties, or their respective Group members, as applicable, are not able to enter into an arrangement to formally divide, partially assign, modify and/or or replicate such Shared Contract prior to the Distribution as contemplated by the previous immediately preceding sentence, and subject to the other provisions of this Section 2.04, then the Parties shall, and shall cause their respective Group members to, cooperate in any lawful reasonable and permissible arrangement as determined by Parent to provide that, following the Distribution and until the earlier of five years after the Distribution Date and such time as the formal division, partial assignment, modification and/or replication of such Shared Contract as contemplated by the previous sentence is effectedDistribution, a member of the BNED SpinCo Group shall receive the interest in the benefits and obligations of the BNED SpinCo Portion under such Shared Contract and a member of the B&N Parent Group shall receive the interest in the benefits and obligations of the B&N Parent Portion under such Shared Contract, it being understood that no Party shall have Liability to the other Party for the failure of any third party to perform its obligations under any such Shared Contract. (b) Nothing in this Section 2.04 shall require either Party or any member of its Group to contribute capital or pay or grant any consideration or concession in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person (other than reasonable out-of-pocket expenses, attorneys’ fees and expenses and recording or similar fees of a third-party counterparty to a Shared Contract that are incurred in connection with the applicable division, partial assignment, modification or replication of such Shared Contract, in each case, if requested by such counterparty); provided that each Party shall be responsible for its own reasonable out-of-pocket expenses and attorneys’ fees and expenses and the member of the Party’s Group entitled to such Asset or intended to assume such Liability shall be responsible for recording or similar fees. For the avoidance of doubt, reasonable out-of-pocket expenses and recording or similar fees shall not include any purchase price, license fee, or other payment or compensation for the procurement of any asset secured to replace an Asset in the course of a Party’s obligation under Section 2.04(a).

Shared Contracts. The Parties shall, and shall cause the members of their respective Groups to, use their respective reasonable best efforts to work together (and, if necessary and desirable, to work with the third party to such Shared Contract) in an effort to divide, partially assign, modify and/or replicate (in whole or in part) the respective rights and obligations under and in respect of any Shared Contract, such that (a) a member of the BNED AdvanSix Group is the beneficiary of the rights and is responsible for the obligations related to that portion of such Shared Contract relating to the BNED AdvanSix Business (the “BNED AdvanSix Portion”), which rights shall be a BNED AdvanSix Asset and which obligations shall be a BNED AdvanSix Liability and (b) a member of the B&N Honeywell Group is the beneficiary of the rights and is responsible for the obligations related to such Shared Contract not relating to the BNED AdvanSix Business (the “B&N Honeywell Portion”), which rights shall be a B&N Honeywell Asset and which obligations shall be a B&N Honeywell Liability. If the Parties, or their respective Group members, as applicable, are not able to enter into an arrangement to formally divide, partially assign, modify and/or replicate such Shared Contract prior to the Distribution as contemplated by the previous sentence, then the Parties shall, and shall cause their respective Group members to, cooperate in any lawful arrangement to provide that, following the Distribution and until the earlier of five years after the Distribution Date and such time as the formal division, partial assignment, modification and/or replication of such Shared Contract as contemplated by the previous sentence is effected, a member of the BNED AdvanSix Group shall receive the interest in the benefits and obligations of the BNED AdvanSix Portion under such Shared Contract and a member of the B&N Honeywell Group shall receive the interest in the benefits and obligations of the B&N Honeywell Portion under such Shared Contract.

Shared Contracts. The (a) Except as set forth on Schedule VIII, the Parties shall, and shall cause the members of their respective Groups to, use their respective reasonable best efforts to work together (and, if necessary and desirable, to work with the third party to such Shared Contract) in an effort to divide, partially assign, modify and/or or replicate (in whole or in part) the respective rights and obligations under and in respect of any Shared Contract, such that (a) a member of the BNED SpinCo Group is the beneficiary of the rights and is responsible for the obligations related to that portion of such Shared Contract relating to the BNED SpinCo Business (the “BNED SpinCo Portion”), which rights shall be a BNED SpinCo Asset and which obligations shall be a BNED Liability SpinCo Liability, and (b) a member of the B&N Nuance Group is the beneficiary of the rights and is responsible for the obligations related to such Shared Contract not relating to the BNED SpinCo Business (the “B&N Nuance Portion”), which rights shall be a B&N Nuance Asset and which obligations shall be a B&N Nuance Liability. Nothing in this Agreement shall require the division, partial assignment, modification or replication of a Shared Contract unless and until any necessary Consents are obtained or made, as applicable. If the Parties, or their respective Group members, as applicable, are not able to enter into an arrangement to formally divide, partially assign, modify and/or or replicate such Shared Contract prior to the Distribution as contemplated by the previous sentence, then the Parties shall, and shall cause their respective Group members to, cooperate in any lawful reasonable and permissible arrangement to provide that, following the Distribution and until the earlier of five years after the Distribution Date and such time as the formal division, partial assignment, modification and/or replication of such Shared Contract as contemplated by the previous sentence is effectedDistribution, a member of the BNED SpinCo Group shall receive the interest in the benefits and obligations of the BNED SpinCo Portion under such Shared Contract and a member of the B&N Nuance Group shall receive the interest in the benefits and obligations of the B&N Nuance Portion under such Shared Contract, it being understood that no Party shall have Liability to the other Party for the failure of any third party to perform its obligations under any such Shared Contract. (b) Nothing in this Section 2.05 shall require either Party or any member of each of their respective Groups to contribute capital, pay or grant any consideration or concession in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person (other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be reimbursed by the Party or the member of the Party’s Group entitled to such Asset or intended to assume such Liability, as applicable, as promptly as reasonably practicable). For the avoidance of doubt, reasonable out-of-pocket expenses and recording or similar fees shall not include any purchase price, license fee, or other payment or compensation for the procurement of any asset secured to replace an Asset in the course of a Party’s obligation under Section 2.05(a).

Shared Contracts. (a) The Parties parties shall, and shall cause the members of their respective Groups subsidiaries to, use their respective commercially reasonable best efforts to work together (and, if necessary and desirable, to work with the third party to such any Shared Contract) in an effort to divide, partially assign, modify and/or replicate (in whole or in part) the respective rights and obligations under and in respect of any Shared Contract, such that (ai) a member of the BNED Group Purchaser is the beneficiary of the rights and is responsible for the obligations related to that the portion of such Shared Contract relating to the BNED Business (the “BNED Purchaser Portion”), which rights shall be a BNED Transferred Asset and which obligations shall be a BNED Liability an Assumed Liability, and (bii) a member of the B&N Seller Group is the beneficiary of the rights and is responsible for the obligations related to such Shared Contract not relating to the BNED Business (the “B&N Seller Portion”), which rights shall be a B&N an Excluded Asset and which obligations shall be a B&N Retained Liability. If the Parties, parties or their respective Group members, as applicable, affiliates are not able to enter into an arrangement to formally divide, partially assign, modify and/or replicate (in whole or in part) the rights and obligations under and in respect of any such Shared Contract prior to the Distribution as contemplated by the previous sentenceimmediately preceding sentence prior to the Closing, then the Parties Closing shall, subject to Section 2.01 and the satisfaction of the conditions set forth in Article VII and unless this Agreement is terminated in accordance with Article VIII, nonetheless take place on the terms set forth herein and, thereafter, Purchaser and Seller shall, and shall cause their respective Group members subsidiaries to, use their commercially reasonable efforts to cooperate (each at its own expense) in any lawful lawful, contractually permissible and commercially reasonable arrangement to provide thatunder which, following the Distribution Closing and until the earlier of five years after date on which the Distribution Date and such time as the formal division, partial assignment, modification and/or replication of such Shared Contract as contemplated by the previous immediately preceding sentence is effected, Purchaser shall receive the interest in the benefits and obligations of the Purchaser Portion under such Shared Contract and a member of the BNED Seller Group shall receive the interest in the benefits and obligations of the BNED Portion under such Shared Contract and a member of the B&N Group shall receive the interest in the benefits and obligations of the B&N Seller Portion under such Shared Contract. (b) Seller and Purchaser shall, and shall cause their respective subsidiaries to, (i) treat for all Tax purposes the portion of each Shared Contract inuring to its respective businesses as assets owned by, and/or liabilities of, as applicable such party or such party’s applicable subsidiary, as applicable, as of the Closing and (ii) neither report nor take any Tax position (on a Tax Return or otherwise) inconsistent with such treatment (unless required by applicable Law).

Shared Contracts. The Parties shall, and shall cause the members of their respective Groups to, use their respective reasonable best efforts to work together (and, if necessary and desirable, to work with the third party to such Shared Contract) in an effort to divide, partially assign, modify and/or replicate (in whole or in part) the respective rights and obligations under and in respect of any Shared Contract, such that (a) a member of the BNED Valvoline Group is the beneficiary of the rights and is responsible for the obligations related to that portion of such Shared Contract relating to the BNED Valvoline Business (the “BNED Valvoline Portion”), which rights shall be a BNED Valvoline Asset and which obligations shall be a BNED Valvoline Liability and (ba) a member of the B&N Ashland Global Group is the beneficiary of the rights and is responsible for the obligations related to such Shared Contract not relating to the BNED Valvoline Business (the “B&N Ashland Global Portion”), which rights shall be a B&N Ashland Global Asset and which obligations shall be a B&N Ashland Global Liability. If the Parties, or their respective Group members, as applicable, are not able to enter into an arrangement to formally divide, partially assign, modify and/or replicate such Shared Contract prior to the Distribution Separation as contemplated by the previous sentence, then the Parties shall, and shall cause their respective Group members to, cooperate in any lawful arrangement to provide that, following the Distribution Separation and until the earlier of five years after the Distribution Separation Date and such time as the formal division, partial assignment, modification and/or replication of such Shared Contract as contemplated by the previous sentence is effected, a member of the BNED Valvoline Group shall receive the interest in the benefits and obligations of the BNED Valvoline Portion under such Shared Contract and a member of the B&N Ashland Global Group shall receive the interest in the benefits and obligations of the B&N Ashland Global Portion under such Shared Contract.

Shared Contracts. The Parties With respect to the contracts set forth on Schedule 1.7 (the “Shared Contracts”), following the date hereof and for a period of one (1) year following the Closing Date, PKI shall, and shall cause the members of their its respective Groups Affiliates to, use their respective reasonable best efforts to work together (and, if necessary and desirable, to work engage with the third party to such each Shared Contract) and, if requested by PKI, and to the extent permitted by applicable Law, Buyer shall reasonably cooperate with PKI, in an effort to divide, partially assign, modify partially novate, modify, sub-lease, sub-license, and/or replicate (in whole or in part) ), in a form reasonably acceptable to Buyer, the respective rights and obligations under and in respect of any Shared Contract, such that (a) a member Buyer or one or more of its Affiliates, including the BNED Group Acquired Companies from and after the Closing (collectively, the “Buyer Group”), is the beneficiary of the rights and is responsible for and assumes the obligations and liabilities related to that portion of such Shared Contract relating to the BNED Business (the “BNED Portion”), which rights shall be a BNED Asset and which obligations shall be a BNED Liability and (b) a member PKI or one or more of its Affiliates, excluding the B&N Group Acquired Companies from and after the Closing (collectively, the “PKI Group”), is the beneficiary of the rights and is responsible for and retains the obligations and liabilities related to that portion of such Shared Contract not relating to any business conducted by the BNED PKI Group other than the Business (the “B&N PortionRetained Business”), which rights shall be a B&N Asset in each case, on terms and which obligations shall be a B&N Liabilityconditions which, in the aggregate, are comparable to those of such Shared Contract prior to separation (unless otherwise agreed to by PKI and Buyer). If the PartiesPKI, or their respective Group members, as applicable, its Affiliates do not or are not able to (or until they are able to) enter into an arrangement to formally divide, partially assign, modify partially novate, modify, sub-lease, sub-license and/or replicate such Shared Contract prior to the Distribution as contemplated by the previous sentence, then the Parties shall, and shall cause their respective Group members Affiliates to, cooperate in any lawful arrangement to provide that, following the Distribution and until the earlier of five years after the Distribution Date and such time as the formal division, partial assignment, modification and/or replication of such Shared Contract as contemplated by the previous sentence is effected, that a member of the BNED Buyer Group shall receive the interest in the benefits and assume the obligations of the BNED Portion under portions of such Shared Contract which relate to the Business and a member of the B&N PKI Group shall receive the interest in the benefits and retain the obligations of the B&N Portion under portions of such Shared Contract which relate to the Retained Business; provided, however, that, except as specifically provided in the Transition Services Agreement (including the schedules thereto), no Party shall be required to extend, modify, revise or amend any provision of any of the Shared Contracts or expend any money, incur any liability or compromise any right, asset or benefit or take any action in furtherance of this Section 1.7 that would require the expenditure of money, incurrence of any liability or compromise of any right, asset or benefit (other than in accordance with the applicable Shared Contract) in connection therewith.

Shared Contracts. The (a) Except as set forth on Section 2.04 of the Disclosure Letter and subject to Article III, the Parties shall, and shall cause the members of their respective Groups to, use their respective reasonable best efforts to work together (and, if necessary and desirable, to work with the third party to such Shared Contract) in an effort to divide, partially assign, modify and/or or replicate (in whole or in part) the respective rights and obligations under and in respect of any Shared Contract, such that (ai) a member of the BNED SpinCo Group is the beneficiary of the rights and is responsible for the obligations related to that portion of such Shared Contract relating to the BNED SpinCo Business (the “BNED SpinCo Portion”), which rights shall be a BNED SpinCo Asset and which obligations shall be a BNED Liability SpinCo Liability, and (bii) a member of the B&N Parent Group is the beneficiary of the rights and is responsible for the obligations related to such Shared Contract not relating to the BNED SpinCo Business (the “B&N Parent Portion”), which rights shall be a B&N Parent Asset and which obligations shall be a B&N Parent Liability. Nothing in this Agreement shall require the division, partial assignment, modification or replication of a Shared Contract unless and until any necessary Consents are obtained or made, as applicable. If the Parties, or their respective Group members, as applicable, are not able to enter into an arrangement to formally divide, partially assign, modify and/or or replicate such Shared Contract prior to the Distribution as contemplated by the previous immediately preceding sentence, and subject to the other provisions of this Section 2.04, then the Parties shall, and shall cause their respective Group members to, cooperate in any lawful reasonable and permissible arrangement as determined by Parent to provide that, following the Distribution and until the earlier of five years after the Distribution Date and such time as the formal division, partial assignment, modification and/or replication of such Shared Contract as contemplated by the previous sentence is effectedDistribution, a member of the BNED SpinCo Group shall receive the interest in the benefits and obligations of the BNED SpinCo Portion under such Shared Contract and a member of the B&N Parent Group shall receive the interest in the benefits and obligations of the B&N Parent Portion under such Shared Contract, it being understood that no Party shall have Liability to the other Party for the failure of any third party to perform its obligations under any such Shared Contract. (b) Nothing in this Section 2.04 shall require either Party or any member of its Group to contribute capital, pay or grant any consideration or concession in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person (other than reasonable out-of-pocket expenses, attorneys’ fees and expenses and recording or similar fees of a third-party counterparty to a Shared Contract that are incurred in connection with the applicable division, partial assignment, modification or replication of such Shared Contract, in each case, if requested by such counterparty); provided, that each Party shall be responsible for its own reasonable out-of-pocket expenses and attorneys’ fees and expenses and the member of the Party’s Group entitled to such Asset or intended to assume such Liability shall be responsible for recording or similar fees. For the avoidance of doubt, reasonable out-of-pocket expenses and recording or similar fees shall not include any purchase price, license fee, or other payment or compensation for the procurement of any asset secured to replace an Asset in the course of a Party’s obligation under Section 2.04(a).

Shared Contracts. The Parties (a) From the date hereof until the date that is 12 months following the Closing, Seller and Purchaser shall, and shall cause the members of their respective Groups Affiliates to, use their respective reasonable best efforts to work together (and, if necessary and desirable, to work with the third party to such any Shared Contract) in an effort to divide, partially assign, modify and/or or replicate (in whole or in part) the respective rights and obligations under and in respect of any Shared Contract, such that that, following the Closing, (ai) Purchaser, an Affiliate of Purchaser or a member of the BNED Group Company is the beneficiary of the rights and is responsible for the obligations related to that the portion of such Shared Contract relating related to the BNED Business (the “BNED Purchaser Portion”), which rights shall be a BNED Asset an asset of and which obligations shall be a BNED Liability liability of Purchaser, an Affiliate of Purchaser or a Group Company, and (bii) Seller or an Affiliate of Seller (other than a member of the B&N Group Company) is the beneficiary of the rights and is responsible for the obligations related to such Shared Contract not relating to the BNED Seller Business (the “B&N Seller Portion”), which rights shall be a B&N Asset an asset of and which obligations shall be a B&N Liabilityliability of Seller or an Affiliate of Seller (other than a Group Company). Nothing in this Agreement shall require the division, partial assignment, modification or replication of a Shared Contract unless and until any necessary Consents are obtained or made, as applicable. If the Parties, Seller and Purchaser or their respective Group membersAffiliates, as applicable, are not able to enter into an arrangement to formally divide, partially assign, modify and/or or replicate (in whole or in part) the rights and obligations under and in respect of any such Shared Contract prior to the Distribution as contemplated Closing, the Closing shall, subject to the satisfaction (or, to the extent permitted by applicable Law, the waiver by the previous sentenceparties entitled to the benefit thereof) of the conditions set forth in Article VI (other than those conditions which by their terms are to be satisfied at the Closing but subject to the satisfaction at the Closing or waiver of such conditions), then nonetheless take place on the Parties terms set forth herein and, thereafter and until the earlier of (x) the date that is 12 months following the Closing and (y) the date on which the division, partial assignment, modification or replication of such Shared Contract is effected, Seller and Purchaser shall, and shall cause their respective Group members Affiliates to, cooperate in any lawful commercially reasonable arrangement to provide thatthat (1) Purchaser, following the Distribution and until the earlier an Affiliate of five years after the Distribution Date and such time as the formal division, partial assignment, modification and/or replication of such Shared Contract as contemplated by the previous sentence is effected, Purchaser or a member of the BNED Group Company shall receive the interest in the benefits and obligations of the BNED Purchaser Portion under and in respect of such Shared Contract and (2) Seller or an Affiliate of Seller (other than a member of the B&N Group Company) shall receive the interest in the benefits and obligations of the B&N Seller Portion under and in respect of such Shared Contract. (b) Nothing in this Section 5.16 shall require either Seller or Purchaser nor any their respective Affiliates to contribute capital, pay or grant any consideration or concession in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person (other than reasonable and documented out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be reimbursed as promptly as reasonably practicable by the party on whose behalf such expenses and fees are incurred). For avoidance of doubt, reasonable and documented out-of-pocket expenses, attorneys’ fees and recording or similar fees shall not include any purchase price, license fee or other payment or consideration for the procurement of any asset secured to replace an asset in the course of Seller’s or Purchaser’s obligations under Section 5.16(a).

Shared Contracts. The (a) Except as set forth on Schedule XIII, the Parties shall, and shall cause the members of their respective Groups to, use their respective reasonable best efforts to work together (and, if necessary and desirable, to work with the third party to such Shared Contract) in an effort to divide, partially assign, modify and/or or replicate (in whole or in part) the respective rights and obligations under and in respect of any Shared Contract, such that (a) a member of the BNED SpinCo Group is the beneficiary of the rights and is responsible for the obligations related to that portion of such Shared Contract relating to the BNED SpinCo Business (the “BNED SpinCo Portion”), which rights shall be a BNED SpinCo Asset and which obligations shall be a BNED Liability SpinCo Liability, and (b) a member of the B&N Honeywell Group is the beneficiary of the rights and is responsible for the obligations related to such Shared Contract not relating to the BNED SpinCo Business (the “B&N Honeywell Portion”), which rights shall be a B&N Honeywell Asset and which obligations shall be a B&N Honeywell Liability. Nothing in this Agreement shall require the division, partial assignment, modification or replication of a Shared Contract unless and until any necessary Consents are obtained or made, as applicable. If the Parties, or their respective Group members, as applicable, are not able to enter into an arrangement to formally divide, partially assign, modify and/or or replicate such Shared Contract prior to the Distribution as contemplated by the previous sentence, then the Parties shall, and shall cause their respective Group members to, cooperate in any lawful reasonable and permissible arrangement to provide that, following the Distribution and until the earlier of five years one year after the Distribution Date and such time as the formal division, partial assignment, modification and/or or replication of such Shared Contract as contemplated by the previous sentence is effected, a member of the BNED SpinCo Group shall receive the interest in the benefits and obligations of the BNED SpinCo Portion under such Shared Contract and a member of the B&N Honeywell Group shall receive the interest in the benefits and obligations of the B&N Honeywell Portion under such Shared Contract. (b) Nothing in this Section 2.05 shall require either Party or any member of their respective Groups to contribute capital, pay or grant any consideration or concession in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person (other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be reimbursed by the Party or the member of the Party’s Group entitled to such Asset or intended to assume such Liability, as applicable, as promptly as reasonably practicable). For avoidance of doubt, reasonable out-of-pocket expenses, and recording or similar fees shall not include any purchase price, license fee or other payment or compensation for the procurement of any asset secured to replace an Asset in the course of a Party’s obligation under Section 2.05(a).

Shared Contracts. The (a) Except as set forth on Schedule IX, the Parties shall, and shall cause the members of their respective Groups to, use their respective reasonable best efforts to work together (and, if necessary and desirable, to work with the third party to such Shared Contract) in an effort to divide, partially assign, modify and/or or replicate (in whole or in part) the respective rights and obligations under and in respect of any Shared Contract, such that (a) a member of the BNED SpinCo Group is the beneficiary of the rights and is responsible for the obligations related to that portion of such Shared Contract relating to the BNED SpinCo Business (the “BNED SpinCo Portion”), which rights shall be a BNED SpinCo Asset and which obligations shall be a BNED Liability SpinCo Liability, and (b) a member of the B&N Honeywell Group is the beneficiary of the rights and is responsible for the obligations related to such Shared Contract not relating to the BNED SpinCo Business (the “B&N Honeywell Portion”), which rights shall be a B&N Honeywell Asset and which obligations shall be a B&N Honeywell Liability. Nothing in this Agreement shall require the division, partial assignment, modification or replication of a Shared Contract unless and until any necessary Consents are obtained or made, as applicable. If the Parties, or their respective Group members, as applicable, are not able to enter into an arrangement to formally divide, partially assign, modify and/or or replicate such Shared Contract prior to the Distribution as contemplated by the previous sentence, then the Parties shall, and shall cause their respective Group members to, cooperate in any lawful reasonable and permissible arrangement to provide that, following the Distribution and until the earlier of five years one year after the Distribution Date and such time as the formal division, partial assignment, modification and/or or replication of such Shared Contract as contemplated by the previous sentence is effected, a member of the BNED SpinCo Group shall receive the interest in the benefits and obligations of the BNED SpinCo Portion under such Shared Contract and a member of the B&N Honeywell Group shall receive the interest in the benefits and obligations of the B&N Honeywell Portion under such Shared Contract. (b) Nothing in this Section 2.05 shall require either Party nor any member of their respective Groups to contribute capital, pay or grant any consideration or concession in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person (other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be reimbursed by the Party or the member of the Party’s Group entitled to such Asset or intended to assume such Liability, as applicable, as promptly as reasonably practicable). For avoidance of doubt, reasonable out-of-pocket expenses, and recording or similar fees shall not include any purchase price, license fee or other payment or compensation for the procurement of any asset secured to replace an Asset in the course of a Party’s obligation under Section 2.05(a).

Shared Contracts. The Parties (a) From the date hereof until the date that is 12 months following the Closing Date, Parent and Purchaser shall, and shall cause the members of their respective Groups Subsidiaries to, use their respective reasonable best efforts to work together (and, if necessary and desirable, to work with the any third party to such any Shared Contract) in an effort to divide, partially assign, modify and/or or replicate (in whole or in part) the respective rights rights, properties, claims and obligations under and in respect of any Shared Contract, such that that, following the Closing, (ai) Purchaser, a member Subsidiary of the BNED Purchaser or a Group Company is the beneficiary of the rights rights, properties and claims and is responsible for the obligations related to that the portion of such Shared Contract relating related to the BNED Business (the “BNED Purchaser Portion”), which rights rights, properties and claims shall be a BNED Asset an asset of and which obligations shall be a BNED Liability liability of Purchaser, a Subsidiary of Purchaser or a Group Company, and (bii) Parent or a member Subsidiary of the B&N Parent (other than a Group Company) is the beneficiary of the rights rights, properties and claims and is responsible for the obligations related to such Shared Contract not relating to the BNED Parent Business (the “B&N Parent Portion”), which rights rights, properties and claims shall be a B&N Asset an asset of and which obligations shall be a B&N Liabilityliability of Parent or a Subsidiary of Parent (other than a Group Company). Nothing in this Agreement shall require the division, partial assignment, modification or replication of a Shared Contract, other than a Shared CBA (which, for this purpose, shall be governed by Section 5.06(i)), unless and until any necessary Consents are obtained or made, as applicable. If the Parties, Parent and Purchaser or their respective Group membersSubsidiaries, as applicable, are not able to enter into an arrangement to formally divide, partially assign, modify and/or or replicate (in whole or in part) the rights and obligations under and in respect of any such Shared Contract prior to the Distribution Closing (whether as contemplated by a practical matter or as a result of any such division, assignment, modification or replication requiring the previous sentenceConsent of any Governmental Entity or other third party and such Consent has not been obtained or such other requirement has not been satisfied at or prior to the Closing), then the Parties Closing shall, subject to Section 1.02, nonetheless take place on the terms set forth herein and, thereafter and until the earlier of (x) the date that is 12 months following the Closing and (y) the date on which the division, partial assignment, modification or replication of such Shared Contract is effected, Parent and Purchaser shall, and shall cause their respective Group members Subsidiaries to, cooperate in any lawful commercially reasonable arrangement to provide that, following the Distribution and until the earlier of five years after the Distribution Date and such time as the formal division, partial assignment, modification and/or replication of such Shared Contract as contemplated by the previous sentence is effectedthat (1) Purchaser, a member Subsidiary of the BNED Purchaser or a Group Company shall receive the interest in the benefits benefits, rights, properties, claims and obligations of the BNED Purchaser Portion under and in respect of such Shared Contract and (2) Parent or a member Subsidiary of the B&N Parent (other than a Group Company) shall receive the interest in the benefits benefits, rights, properties, claims and obligations of the B&N Parent Portion under and in respect of such Shared Contract. Parent and Purchaser shall not, and shall cause their Subsidiaries to not, amend, modify or terminate any such Shared Contract in a manner adverse to the Business or the Parent Business, respectively, in any material respect without the consent of Purchaser or Parent, respectively (other than any termination that occurs as a result of the expiration of the applicable term of any such Shared Contract in accordance with the terms of such Shared Contract).

Shared Contracts. The Parties shall, and shall cause the members of their respective Groups to, use their respective reasonable best efforts to work together (and, if necessary and desirable, to work with the third party to such Shared Contract) in an effort to divide, partially assign, modify and/or replicate (in whole or in part) the respective rights and obligations under and in respect of any Shared Contract, such that (a) a member of the BNED Wytec Group is the beneficiary of the rights and is responsible for the obligations related to that portion of such Shared Contract relating to the BNED Wytec Business (the “BNED "Wytec Portion”"), which rights shall be a BNED Wytec Asset and which obligations shall be a BNED Wytec Liability and (b) a member of the B&N Company Group is the beneficiary of the rights and is responsible for the obligations related to such Shared Contract not relating to the BNED Wytec Business (the “B&N "Company Portion”"), which rights shall be a B&N Company Asset and which obligations shall be a B&N Company Liability. If the Parties, or their respective Group members, as applicable, are not able to enter into an arrangement to formally divide, partially assign, modify and/or replicate such Shared Contract prior to the Distribution as contemplated by the previous sentence, then the Parties shall, and shall cause their respective Group members to, cooperate in any lawful arrangement to provide that, following the Distribution and until the earlier of five years after the Distribution Date and such time as the formal division, partial assignment, modification and/or replication of such Shared Contract as contemplated by the previous sentence is effected, a member of the BNED Wytec Group shall receive the interest in the benefits and obligations of the BNED Wytec Portion under such Shared Contract and a member of the B&N Company Group shall receive the interest in the benefits and obligations of the B&N Company Portion under such Shared Contract.

Shared Contracts. (%3) The Parties parties shall, and shall cause the members of their respective Groups subsidiaries to, use their respective commercially reasonable best efforts to work together (and, if necessary and desirable, to work with the third party to such any Shared Contract) in an effort to divide, partially assign, modify and/or replicate (in whole or in part) the respective rights and obligations under and in respect of any Shared Contract, such that (ai) a member of the BNED Group Purchaser is the beneficiary of the rights and is responsible for the obligations related to that the portion of such Shared Contract relating to the BNED Business (the “BNED Purchaser Portion”), which rights shall be a BNED Transferred Asset and which obligations shall be a BNED Liability an Assumed Liability, and (bii) a member of the B&N Seller Group is the beneficiary of the rights and is responsible for the obligations related to such Shared Contract not relating to the BNED Business (the “B&N Seller Portion”), which rights shall be a B&N an Excluded Asset and which obligations shall be a B&N Retained Liability. If the Parties, parties or their respective Group members, as applicable, affiliates are not able to enter into an arrangement to formally divide, partially assign, modify and/or replicate (in whole or in part) the rights and obligations under and in respect of any such Shared Contract prior to the Distribution as contemplated by the previous sentenceimmediately preceding sentence prior to the Closing, then the Parties Closing shall, subject to Section 2.01 and the satisfaction of the conditions set forth in Article VII and unless this Agreement is terminated in accordance with Article VIII, nonetheless take place on the terms set forth herein and, thereafter, Purchaser and Seller shall, and shall cause their respective Group members subsidiaries to, use their commercially reasonable efforts to cooperate (each at its own expense) in any lawful lawful, contractually permissible and commercially reasonable arrangement to provide thatunder which, following the Distribution Closing and until the earlier of five years after date on which the Distribution Date and such time as the formal division, partial assignment, modification and/or replication of such Shared Contract as contemplated by the previous immediately preceding sentence is effected, Purchaser shall receive the interest in the benefits and obligations of the Purchaser Portion under such Shared Contract and a member of the BNED Seller Group shall receive the interest in the benefits and obligations of the BNED Portion under such Shared Contract and a member of the B&N Group shall receive the interest in the benefits and obligations of the B&N Seller Portion under such Shared Contract. (a) Seller and Purchaser shall, and shall cause their respective subsidiaries to, (i) treat for all Tax purposes the portion of each Shared Contract inuring to its respective businesses as assets owned by, and/or liabilities of, as applicable such party or such party’s applicable subsidiary, as applicable, as of the Closing and (ii) neither report nor take any Tax position (on a Tax Return or otherwise) inconsistent with such treatment (unless required by applicable Law).

Shared Contracts. The Parties If requested by the parties, the parties shall, and shall cause the members of their respective Groups to, use their respective reasonable best efforts to work together (and, if necessary and desirable, to work with the third party to such Shared Contract) in an effort to divide, partially assign, modify and/or replicate (in whole or in part) the respective rights and obligations under and in respect of any Shared Contract, such that (a) a member of the BNED PODC Group is the beneficiary of the rights and is responsible for the obligations related to that portion of such Shared Contract relating to the BNED PODC Business (the “BNED PODC Portion”), which rights shall be a BNED PODC Asset and which obligations shall be a BNED PODC Liability and (b) a member of the B&N LVO Group is the beneficiary of the rights and is responsible for the obligations related to such Shared Contract not relating to the BNED PODC Business (the “B&N LVO Portion”), which rights shall be a B&N LVO Asset and which obligations shall be a B&N LVO Liability. If the Partiesparties, or their respective Group members, as applicable, are not able to enter into an arrangement to formally divide, partially assign, modify and/or replicate such Shared Contract prior to the Distribution Direct Listing as contemplated by the previous sentence, then the Parties parties shall, and shall cause their respective Group members to, cooperate in any lawful arrangement to provide that, following the Distribution Direct Listing Date and until the earlier of five years after the Distribution Direct Listing Date and such time as the formal division, partial assignment, modification and/or replication of such Shared Contract as contemplated by the previous sentence is effected, a member of the BNED PODC Group shall receive the interest in the benefits and obligations of the BNED PODC Portion under such Shared Contract and a member of the B&N LVO Group shall receive the interest in the benefits and obligations of the B&N LVO Portion under such Shared Contract.

Shared Contracts. The (a) Except as set forth on Schedule IX, the Parties shall, and shall cause the members of their respective Groups to, use their respective reasonable best efforts to work together (and, if necessary and desirable, to work with the third party to such Shared Contract) in an effort to divide, partially assign, modify and/or or replicate (in whole or in part) the respective rights and obligations under and in respect of any Shared Contract, such that (ai) a member of the BNED SpinCo Group is the beneficiary of the rights and is responsible for the obligations related to that portion of such Shared Contract relating to the BNED SpinCo Business (the “BNED SpinCo Portion”), which rights shall be a BNED SpinCo Asset and which obligations shall be a BNED Liability SpinCo Liability, and (bii) a member of the B&N Parent Group is the beneficiary of the rights and is responsible for the obligations related to such Shared Contract not relating to the BNED SpinCo Business (the “B&N Parent Portion”), which rights shall be a B&N Parent Asset and which obligations shall be a B&N Parent Liability. Nothing in this Agreement shall require the division, partial assignment, modification or replication of a Shared Contract unless and until any necessary Consents are obtained or made, as applicable. If the Parties, or their respective Group members, as applicable, are not able to enter into an arrangement to formally divide, partially assign, modify and/or or replicate such Shared Contract prior to the Distribution as contemplated by the previous sentence, and subject to the other provisions of this Section 2.04, then the Parties shall, and shall cause their respective Group members to, cooperate in any lawful reasonable and permissible arrangement as determined by Parent to provide that, following the Distribution and until the earlier of five years after the Distribution Date and such time as the formal division, partial assignment, modification and/or replication of such Shared Contract as contemplated by the previous sentence is effectedDistribution, a member of the BNED SpinCo Group shall receive the interest in the benefits and obligations of the BNED SpinCo Portion under such Shared Contract and a member of the B&N Parent Group shall receive the interest in the benefits and obligations of the B&N Parent Portion under such Shared Contract, it being understood that no Party shall have Liability to the other Party for the failure of any third party to perform its obligations under any such Shared Contract. (b) Nothing in this Section 2.04 shall require either Party or any member of each of their respective Groups to contribute capital, pay or grant any consideration or concession in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person (other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be reimbursed by the Party or the member of the Party’s Group entitled to such Asset or intended to assume such Liability, as applicable, as promptly as reasonably practicable). For the avoidance of doubt, reasonable out-of-pocket expenses and recording or similar fees shall not include any purchase price, license fee, or other payment or compensation for the procurement of any asset secured to replace an Asset in the course of a Party’s obligation under Section 2.04(a).

Shared Contracts. (a) The Parties shall, and shall cause the members of their respective Groups Subsidiaries to, use their respective reasonable best efforts to work together (and, if necessary and desirable, to work with the third party any Third Party to such any Shared Contract) in an effort to divide, partially assign, modify and/or replicate (in whole or in part) the respective rights and obligations under and in respect of any Shared Contract, such that (a) a member of the BNED Group is Company or its Subsidiaries are the beneficiary beneficiaries of the rights and is responsible for the obligations related to that portion of such Shared Contract to the extent relating to the BNED Business (the “BNED Portion”)Business, which rights shall be a BNED Asset and which obligations shall be a BNED Liability and (b) a member of Cementos, the B&N Group is Argos Parties or their respective Subsidiaries are the beneficiary beneficiaries of the rights and is are responsible for the obligations related to such Shared Contract to the extent not relating to the BNED Business (the “B&N Portion”), which rights Business; provided that no Party shall be a B&N Asset and which obligations shall be a B&N Liabilityobligated to make any concessions or concede anything of value in order to effect such division, partial assignment, modification or replication. If the Parties, or their respective Group membersSubsidiaries, as applicable, are not able to enter into an arrangement to formally divide, partially assign, modify and/or replicate such any Shared Contract prior to the Distribution Closing as contemplated by the previous sentence, then the Parties shall, and shall cause their respective Group members Affiliates to, cooperate in to endeavor to enter into any lawful and contractually permissible arrangement to provide that, following the Distribution Closing and until the earlier of five years 12 month after the Distribution Date Closing and such time as the formal division, partial assignment, modification and/or replication of such Shared Contract as contemplated by the previous sentence is effected, a member of the BNED Group Company or its Subsidiaries shall receive the interest in the benefits and obligations of the BNED Portion under such applicable portion of any Shared Contract to the extent relating to the Business and a member of the B&N Group Cementos, Argos Party or their respective Subsidiaries shall receive the interest in the benefits and obligations of the B&N Portion under applicable portion of such Shared ContractContract to the extent not relating to the Business.

Shared Contracts. The Parties parties shall, and shall cause the members of their respective Groups to, use their respective reasonable best efforts to work together (and, if necessary and desirable, to work with the third party to such Shared Contract) in an effort to divide, partially assign, modify and/or replicate (in whole or in part) the respective rights and obligations under and in respect of any Shared Contract, such that (a) a member of the BNED RemainCo Group is the beneficiary of the rights and is responsible for the obligations related to that portion of such Shared Contract relating to the BNED RemainCo Business (the “BNED RemainCo Portion”), which rights shall be a BNED RemainCo Asset and which obligations relating to the RemainCo Business shall be a BNED RemainCo Liability and (b) a member of the B&N SpinCo Group is the beneficiary of the rights and is responsible for the obligations related to such Shared Contract not relating to the BNED RemainCo Business (the “B&N SpinCo Portion”), which rights shall be a B&N SpinCo Asset and which obligations shall be a B&N SpinCo Liability. If the Partiesparties, or their respective Group members, as applicable, are not able to enter into an arrangement to formally divide, partially assign, modify and/or replicate such Shared Contract prior to the Distribution as contemplated by the previous sentence, then the Parties parties shall, and shall cause their respective Group members to, cooperate in any lawful arrangement to provide that, following the Distribution and until the earlier of five years after (x) the first anniversary of the Distribution Date (or the expiration date of the underlying contract, if longer) and (y) such time as the formal division, partial assignment, modification and/or replication of such Shared Contract as contemplated by the previous sentence is effected, a member of the BNED RemainCo Group shall receive the interest in the benefits and obligations of the BNED RemainCo Portion under such Shared Contract and a member of the B&N SpinCo Group shall receive the interest in the benefits and obligations of the B&N SpinCo Portion under such Shared Contract.

Shared Contracts. The Parties shall(a) Any Transferred Contract to be conveyed, transferred, assigned and delivered in accordance with Section 2.02(f)(iv) or Section 2.02(f)(i) that does not exclusively relate to the Business (each, a “Shared Contract”) shall be conveyed, transferred, assigned and delivered only with respect to (and preserving the meaning of) those parts that relate to the Business, to an Acquired Company, if so assignable, transferrable or conveyable, or appropriately amended prior to, on or after the Closing, so that an Acquired Company shall be entitled to the rights and benefit of those parts of such Shared Contract that relate to the Business and shall cause assume the members of their respective Groups to, use their respective reasonable best efforts to work together (and, if necessary and desirable, to work related liabilities with the third party respect to such Shared Contract, as contemplated by Section 2.02(f)(iv), Section 2.02(f)(i) and Section 2.04(b), respectively; provided that (i) in an effort no event shall any Person be required to divideconvey, partially assigntransfer, modify and/or replicate assign or deliver (or amend), either in whole or in part, any Shared Contract that is not assignable (or cannot be amended) by its terms without the respective rights and obligations under and in respect consent or approval of any other Person and (ii) if any Shared Contract cannot be so partially assigned by its terms or otherwise, or cannot be amended, without such consent or approval, (A) until such time that such consent or approval is obtained, Parent will cooperate with VS Holdco to establish an agency type or other similar arrangement reasonably satisfactory to Parent and VS Holdco intended to both (x) provide an Acquired Company, to the fullest extent practicable under such Shared Contract, the claims, rights and benefits of those parts that relate to the Business and (y) cause such that Acquired Company to bear the related costs and liabilities thereunder from and after the Closing in accordance with this Agreement (aincluding by means of any subcontracting, sublicensing or subleasing arrangement) a member and in furtherance of the BNED Group is foregoing, VS Holdco shall, or shall cause another Acquired Company to, and Buyer shall cause VS Holdco or another Acquired Company to, promptly pay, perform or discharge when due any such debt, obligation or liability (including any liability for Taxes (other than Excluded Taxes)) arising after the beneficiary of the rights and is responsible for the obligations related to that portion of such Shared Contract relating to the BNED Business (the “BNED Portion”)Closing Date, which rights shall be a BNED Asset and which obligations shall be a BNED Liability and (bB) a member of the B&N Group is the beneficiary of the rights and is responsible for the obligations related failure to such Shared Contract not relating to the BNED Business (the “B&N Portion”), which rights shall be a B&N Asset and which obligations shall be a B&N Liability. If the Parties, so assign or their respective Group members, as applicable, are not able to enter into an arrangement to formally divide, partially assign, modify and/or replicate amend such Shared Contract prior to the Distribution Closing shall not, in and of itself, be deemed to be a failure of the closing conditions set forth in ‎Article 8 or delay the Closing. (b) For so long as contemplated by the previous sentenceParent or any of its Affiliates are parties to any Shared Contract and provide any Acquired Company any claims, then the Parties shall, rights and shall cause their respective Group members to, cooperate in benefits of any lawful arrangement to provide that, following the Distribution and until the earlier of five years after the Distribution Date and such time as the formal division, partial assignment, modification and/or replication of such Shared Contract as contemplated pursuant to an arrangement described in Section 2.06(a), (x) such Acquired Company shall indemnify Parent and its Affiliates against and shall hold each of them harmless from any and all Damages actually suffered by the previous sentence is effectedParent or any of its Affiliates arising out of Parent’s or such Affiliate’s post-Closing direct or indirect ownership, a member management or operation of the BNED Group shall receive the interest in the benefits and obligations of the BNED Portion under any such Shared Contract (to the extent that such Damages relate to the Business) and a member (y) Parent shall indemnify VS Holdco and its Affiliates against and shall hold each of the B&N Group shall receive the interest in the benefits them harmless from any and obligations all Damages actually suffered by VS Holdco or any of the B&N Portion under its Affiliates arising out of Parent’s or its Affiliates’ breach of any such Shared ContractContract (to the extent that such Damages relate to Parent’s and its Affiliates’ business(es), other than the Business). (c) Notwithstanding anything in this Section 2.06 to the contrary, with respect to the Fragrance House Contracts, the obligations and rights set forth in this Section 2.06 shall apply to the Fragrance House Contracts solely to the extent they exclusively relate to the Transferred Formulas (it being understood that Section 5.26 shall apply with respect to the treatment of Shared Formulas).

Shared Contracts. The Parties shall(a) Any Transferred Contract to be conveyed, transferred, assigned and delivered in accordance with Section 2.02(f)(iv) or Section 2.02(f)(i) that does not exclusively relate to the Business (each, a “Shared Contract”) shall be conveyed, transferred, assigned and delivered only with respect to (and preserving the meaning of) those parts that relate to the Business, to an Acquired Company, if so assignable, transferrable or conveyable, or appropriately amended prior to, on or after the Closing, so that an Acquired Company shall be entitled to the rights and benefit of those parts of such Shared Contract that relate to the Business and shall cause assume the members of their respective Groups to, use their respective reasonable best efforts to work together (and, if necessary and desirable, to work related liabilities with the third party respect to such Shared Contract, as contemplated by Section 2.02(f)(iv), Section 2.02(f)(i) and Section 2.04(b), respectively; provided that (i) in an effort no event shall any Person be required to divideconvey, partially assigntransfer, modify and/or replicate assign or deliver (or amend), either in whole or in part, any Shared Contract that is not assignable (or cannot be amended) by its terms without the respective rights and obligations under and in respect consent or approval of any other Person and (ii) if any Shared Contract cannot be so partially assigned by its terms or otherwise, or cannot be amended, without such consent or approval, (A) until such time that such consent or approval is obtained, Parent will cooperate with VS Holdco to establish an agency type or other similar arrangement reasonably satisfactory to Parent and VS Holdco intended to both (x) provide an Acquired Company, to the fullest extent practicable under such Shared Contract, the claims, rights and benefits of those parts that relate to the Business and (y) cause such that Acquired Company to bear the related costs and liabilities thereunder from and after the Closing in accordance with this Agreement (aincluding by means of any subcontracting, sublicensing or subleasing arrangement) a member and in furtherance of the BNED Group is foregoing, VS Holdco shall, or shall cause another Acquired Company to, and Buyer shall cause VS Holdco or another Acquired Company to, promptly pay, perform or discharge when due any such debt, obligation or liability (including any liability for Taxes (other than Excluded Taxes)) arising after the beneficiary of the rights and is responsible for the obligations related to that portion of such Shared Contract relating to the BNED Business (the “BNED Portion”)Closing Date, which rights shall be a BNED Asset and which obligations shall be a BNED Liability and (bB) a member of the B&N Group is the beneficiary of the rights and is responsible for the obligations related failure to such Shared Contract not relating to the BNED Business (the “B&N Portion”), which rights shall be a B&N Asset and which obligations shall be a B&N Liability. If the Parties, so assign or their respective Group members, as applicable, are not able to enter into an arrangement to formally divide, partially assign, modify and/or replicate amend such Shared Contract prior to the Distribution Closing shall not, in and of itself, be deemed to be a failure of the closing conditions set forth in Article 8 or delay the Closing. (b) For so long as contemplated by the previous sentenceParent or any of its Affiliates are parties to any Shared Contract and provide any Acquired Company any claims, then the Parties shall, rights and shall cause their respective Group members to, cooperate in benefits of any lawful arrangement to provide that, following the Distribution and until the earlier of five years after the Distribution Date and such time as the formal division, partial assignment, modification and/or replication of such Shared Contract as contemplated pursuant to an arrangement described in Section 2.06(a), (x) such Acquired Company shall indemnify Parent and its Affiliates against and shall hold each of them harmless from any and all Damages actually suffered by the previous sentence is effectedParent or any of its Affiliates arising out of Parent’s or such Affiliate’s post-Closing direct or indirect ownership, a member management or operation of the BNED Group shall receive the interest in the benefits and obligations of the BNED Portion under any such Shared Contract (to the extent that such Damages relate to the Business) and a member (y) Parent shall indemnify VS Holdco and its Affiliates against and shall hold each of the B&N Group shall receive the interest in the benefits them harmless from any and obligations all Damages actually suffered by VS Holdco or any of the B&N Portion under its Affiliates arising out of Parent’s or its Affiliates’ breach of any such Shared ContractContract (to the extent that such Damages relate to Parent’s and its Affiliates’ business(es), other than the Business). (c) Notwithstanding anything in this Section 2.06 to the contrary, with respect to the Fragrance House Contracts, the obligations and rights set forth in this Section 2.06 shall apply to the Fragrance House Contracts solely to the extent they exclusively relate to the Transferred Formulas (it being understood that Section 5.26 shall apply with respect to the treatment of Shared Formulas).