Common use of Shared Contracts Clause in Contracts

Shared Contracts. (a) The Parties shall, and shall cause the members of their respective Groups to, use their respective commercially reasonable efforts to work together (and, if necessary and desirable, from the date of this Agreement until the earlier of two years after the Closing Date and such time as the formal division, partial assignment, modification or replication of such Shared Contract is effected, to work with the third party to such Shared Contract) in an effort to divide, partially assign, modify or replicate (in whole or in part) the respective rights and obligations under and in respect of any Shared Contract, such that (i) a member of the Revelyst Group is the beneficiary of the rights and is responsible for the obligations related to that portion of such Shared Contract relating to the Revelyst Business (the “Revelyst Portion”), which rights shall be a Revelyst Asset and which obligations shall be a Revelyst Liability, and (ii) a member of the Vista Outdoor Group is the beneficiary of the rights and is responsible for the obligations related to such Shared Contract not relating to the Revelyst Business (the “Vista Outdoor Portion”), which rights shall be a Vista Outdoor Asset and which obligations shall be a Vista Outdoor Liability. Nothing in this Agreement shall require the division, partial assignment, modification or replication of a Shared Contract unless and until any necessary Consents are obtained or made, as applicable. If the Parties, or their respective Group members, as applicable, are not able to enter into an arrangement to formally divide, partially assign, modify or replicate such Shared Contract prior to the Closing as contemplated by the previous sentence, then the Parties shall, and shall cause their respective Group members to, cooperate in any reasonable and permissible arrangement to provide that, following the Closing and until the earlier of two years after the Closing Date and such time as the formal division, partial assignment, modification or replication of such Shared Contract as contemplated by the previous sentence is effected, a member of the Revelyst Group shall receive the interest in the benefits and obligations of the Revelyst Portion under such Shared Contract and a member of the Vista Outdoor Group shall receive the interest in the benefits and obligations of the Vista Outdoor 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 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 or expend any money or take any action that would require the expenditure of money (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 the applicable Asset or intended to assume the applicable 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, from the date of this Agreement until the earlier of two years after the Closing Distribution Date and such time as the formal division, partial assignment, modification or replication of such Shared Contract is effected, to work with the third party to such Shared Contract) in an effort to divide, partially assign, modify or replicate (in whole or in part) the respective rights and obligations under and in respect of any Shared Contract, such that (ia) a member of the Revelyst DT Midstream Group is the beneficiary of the rights and is responsible for the obligations related to that portion of such Shared Contract relating to the Revelyst DT Midstream Business (the “Revelyst DT Midstream Portion”), which rights shall be a Revelyst DT Midstream Asset and which obligations shall be a Revelyst DT Midstream Liability, and (iib) a member of the Vista Outdoor DTE Energy Group is the beneficiary of the rights and is responsible for the obligations related to such Shared Contract not relating to the Revelyst DT Midstream Business (the “Vista Outdoor DTE Energy Portion”), which rights shall be a Vista Outdoor DTE Energy Asset and which obligations shall be a Vista Outdoor DTE Energy Liability. Nothing in this Agreement shall require the division, partial assignment, modification or replication of a Shared Contract unless and until any necessary Consents are obtained or made, as applicable. If the Parties, or their respective Group members, as applicable, are not able to enter into an arrangement to formally divide, partially assign, modify or replicate such Shared Contract prior to the Closing Distribution as contemplated by the previous sentence, then the Parties shall, and shall cause their respective Group members to, cooperate in any reasonable and permissible arrangement to provide that, following the Closing Distribution and until the earlier of two years after the Closing Distribution Date and such time as the formal division, partial assignment, modification or replication of such Shared Contract as contemplated by the previous sentence is effected, a member of the Revelyst DT Midstream Group shall receive the interest in the benefits and obligations of the Revelyst DT Midstream Portion under such Shared Contract and a member of the Vista Outdoor DTE Energy Group shall receive the interest in the benefits and obligations of the Vista Outdoor DTE Energy 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 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 or expend any money or take any action that would require the expenditure of money (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 the applicable such Asset or intended to assume the applicable such Liability, as applicable, as promptly as reasonably practicable). For the avoidance of doubt, reasonable out-of-pocket expenses 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 Except as set forth in Sections 2.05(b) and 2.05(c), except with respect to Patent License Agreements, which are governed solely by Section 2.06, and except with respect to Participation Agreements, which are governed solely by Section 2.07, 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, from the date of this Agreement until the earlier of two three years after the Closing Distribution Date and such time as the formal division, partial assignment, modification or replication of such Shared Contract is effected, to work with the third party to such Shared Contract) in an effort to divide, partially assign, modify or replicate (in whole or in part) the respective rights and obligations under and in respect of any Shared Contract, such that (ia) a member of the Revelyst Conduent Group is the beneficiary of the rights and is responsible for the obligations related to that portion of such Shared Contract relating to the Revelyst BPO Business (the “Revelyst Conduent Portion”), which rights shall be a Revelyst Conduent Asset and which obligations shall be a Revelyst Conduent Liability, and (iib) a member of the Vista Outdoor Xerox Group is the beneficiary of the rights and is responsible for the obligations related to such Shared Contract not relating to the Revelyst BPO Business (the “Vista Outdoor Xerox Portion”), which rights shall be a Vista Outdoor Xerox Asset and which obligations shall be a Vista Outdoor Xerox Liability. Nothing in this Agreement shall require the division, partial assignment, modification or replication of a Shared Contract unless and until any necessary Consents are obtained or made, as applicable. If the Parties, or their respective Group members, as applicable, are not able to enter into an arrangement to formally divide, partially assign, modify or replicate such Shared Contract prior to the Closing Distribution as contemplated by the previous sentence, then the Parties shall, and shall cause their respective Group members to, cooperate in any reasonable and permissible arrangement to provide that, following the Closing Distribution and until the earlier of two three years after the Closing Distribution Date and such time as the formal division, partial assignment, modification or replication of such Shared Contract as contemplated by the previous sentence is effected, a member of the Revelyst Conduent Group shall receive the interest in the benefits and obligations of the Revelyst Conduent Portion under such Shared Contract and a member of the Vista Outdoor Xerox Group shall receive the interest in the benefits and obligations of the Vista Outdoor Xerox Portion under such Shared Contract. This Section 2.05(a) shall not apply to any Xerox Shared Customer Contract or Conduent Shared Customer Contract, it being understood that no Party shall have Liability which are subject to the other Party for the failure of any third party to perform its obligations under any such Shared ContractSections 2.05(b) and 2.05(c), respectively. (b) With respect to each Xerox Shared Customer Contract, each of 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, until the earlier of the Distribution Date and such time as the formal division, partial assignment, modification or replication of such Shared Contract to work with the third party to such Xerox Shared Customer Contract) in an effort to divide, partially assign, modify or replicate (in whole or in part) the respective rights and obligations under and in respect of any Xerox Shared Customer Contract, such that (a) a member of the Conduent Group is the beneficiary of the rights and is responsible for the obligations related to the Conduent Portion of such Xerox Shared Customer Contract, which rights shall be a Conduent Asset and which obligations shall be a Conduent Liability, and (b) a member of the Xerox Group is a the beneficiary of the rights and is responsible for the obligations related to the Xerox Portion of such Xerox Shared Customer Contract, which rights shall be a Xerox Asset and which obligations shall be a Xerox Liability. Nothing in this Agreement shall require the division, partial assignment, modification or replication of a Xerox Shared Customer Contract unless and until any necessary Consents are obtained or made, as applicable. If the Parties, or their respective Group members, as applicable, are not able to enter into an arrangement to formally divide, partially assign, modify or replicate such Xerox Shared Customer Contract prior to the Distribution, then, unless the Parties otherwise agree, the Parties shall, and shall cause their respective Group members to, until the earlier of three years after the Distribution Date and such time as the formal subcontracting of the Embedded Conduent Portion of such Xerox Shared Customer Contract as contemplated by the following sentence is effected: (1) use their respective reasonable best efforts to obtain the Consent of or make the Consent to the third party to such Xerox Shared Customer Contract to the subcontracting of the portion of such Xerox Shared Customer Contract relating to the BPO Business (such services, the “Embedded Conduent Portion”) to Conduent or a member of the Conduent Group and Conduent shall, and shall cause the members of its Group to, cooperate and use reasonable best efforts to assist Xerox and the members of its Group in obtaining such Consents and (2) cooperate in any reasonable and permissible arrangement to provide that a member of the Conduent Group shall receive the interest in the benefits and obligations of the Embedded Conduent Portion under such Xerox Shared Customer Contract. With respect to each Xerox Shared Customer Contract, if all required Consents are obtained, then the Parties shall, or shall cause the applicable members of their respective Groups to, enter into subcontracting arrangements on commercially reasonable terms mutually acceptable to both Parties pursuant to which the Embedded Conduent Portion with respect to such Xerox Shared Customer Contract shall be provided by Conduent or a member of the Conduent Group. Nothing in this Agreement shall require entering into a subcontracting arrangement with respect to a Xerox Shared Customer Contract unless and until any necessary Consents are obtained or made, as applicable. (c) With respect to each Conduent Shared Customer Contract, each of 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, until the earlier of the Distribution Date and such time as the formal division, partial assignment, modification or replication of such Shared Contract to work with the third party to such Conduent Shared Customer Contract) in an effort to divide, partially assign, modify or replicate (in whole or in part) the respective rights and obligations under and in respect of any Conduent Shared Customer Contract, such that (a) a member of the Xerox Group is the beneficiary of the rights and is responsible for the obligations related to the Xerox Portion of such Conduent Shared Customer Contract, which rights shall be a Xerox Asset and which obligations shall be a Xerox Liability, and (b) a member of the Conduent Group is a the beneficiary of the rights and is responsible for the obligations related to the Conduent Portion of such Conduent Shared Customer Contract, which rights shall be a Conduent Asset and which obligations shall be a Conduent Liability. Nothing in this Agreement shall require the division, partial assignment, modification or replication of a Conduent Shared Customer Contract unless and until any necessary Consents are obtained or made, as applicable. If the Parties, or their respective Group members, as applicable, are not able to enter into an arrangement to formally divide, partially assign, modify or replicate such Conduent Shared Customer Contract prior to the Distribution, then, unless the Parties otherwise agree, the Parties shall, and shall cause their respective Group members to, until the earlier of three years after the Distribution Date and such time as the formal subcontracting of the Embedded Xerox Portion of such Conduent Shared Customer Contract as contemplated by the following sentence is effected: (1) use their respective reasonable best efforts to obtain the Consent of or make the Consent to the third party to such Conduent Shared Customer Contract to the subcontracting of the portion of such Conduent Shared Customer Contract relating to the BPO Business (such services, the “Embedded Xerox Portion”) to Xerox or a member of the Xerox Group and Xerox shall, and shall cause the members of its Group to, cooperate and use reasonable best efforts to assist Conduent and the members of its Group in obtaining such Consents and (2) cooperate in any reasonable and permissible arrangement to provide that a member of the Xerox Group shall receive the interest in the benefits and obligations of the Embedded Xerox Portion under such Conduent Shared Customer Contract. With respect to each Conduent Shared Customer Contract, if all required Consents are obtained, then the Parties shall, or shall cause the applicable members of their respective Groups to, enter into subcontracting arrangements on commercially reasonable terms mutually acceptable to both Parties pursuant to which the Embedded Xerox Portion with respect to such Conduent Shared Customer Contract shall be provided by Xerox or a member of the Xerox Group. Nothing in this Agreement shall require entering into a subcontracting arrangement with respect to a Conduent Shared Customer Contract unless and until any necessary Consents are obtained or made, as applicable. (d) Nothing in this Section 2.04 2.05 shall require either Party or 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 or expend any money or take any action that would require the expenditure of money (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 the applicable such Asset or intended to assume the applicable such Liability, as applicable, as promptly as reasonably practicable). For the avoidance of doubt, reasonable out-of-pocket expenses 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(a2.05(a), Section 2.05(b) or Section 2.05(c).

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, from the date of this Agreement until the earlier of two years after the Closing Distribution Date and such time as the formal division, partial assignment, modification or replication of such Shared Contract is effected, to work with the third party to such Shared Contract) in an effort to divide, partially assign, modify or replicate (in whole or in part) the respective rights and obligations under and in respect of any Shared Contract, such that (ia) a member of the Revelyst Costamare Bulkers Group is the beneficiary of the rights and is responsible for the obligations related to that portion of such Shared Contract relating to the Revelyst Costamare Bulkers Business (the “Revelyst Costamare Bulkers Portion”), which rights shall be a Revelyst Costamare Bulkers Asset and which obligations shall be a Revelyst Costamare Bulkers Liability, and (iib) a member of the Vista Outdoor Costamare Group is the beneficiary of the rights and is responsible for the obligations related to such Shared Contract not relating to the Revelyst Costamare Bulkers Business (the “Vista Outdoor Costamare Portion”), which rights shall be a Vista Outdoor Costamare Asset and which obligations shall be a Vista Outdoor Costamare Liability. Nothing in this Agreement shall require the division, partial assignment, modification or replication of a Shared Contract unless and until any necessary Consents are obtained or made, as applicable. If the Parties, or their respective Group members, as applicable, are not able to enter into an arrangement to formally divide, partially assign, modify or replicate such Shared Contract prior to the Closing Distribution as contemplated by the previous sentence, then the Parties shall, and shall cause their respective Group members to, cooperate in any reasonable and permissible arrangement to provide that, following the Closing Distribution and until the earlier of two years after the Closing Distribution Date and such time as the formal division, partial assignment, modification or replication of such Shared Contract as contemplated by the previous sentence is effected, a member of the Revelyst Costamare Bulkers Group shall receive the interest in the benefits and obligations of the Revelyst Costamare Bulkers Portion under such Shared Contract and a member of the Vista Outdoor Costamare Group shall receive the interest in the benefits and obligations of the Vista Outdoor Costamare 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 2.03 shall require either Party or 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 or expend any money or take any action that would require the expenditure of money (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 the applicable such Asset or intended to assume the applicable such Liability, as applicable, as promptly as reasonably practicable). For the avoidance of doubt, reasonable out-of-pocket expenses 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(a2.03(a).

Shared Contracts. (a) The Parties shall, and shall cause the members of their respective Groups to, use their respective commercially reasonable commercial efforts to work together (and, if necessary and desirable, from the date of this Agreement until the earlier of two years after the Closing Distribution Date and such time as the formal division, partial assignment, modification or replication of such Shared Contract is effected, to work with the third party to such Shared Contract) in an effort to divide, partially assign, modify or replicate (in whole or in part) the respective rights and obligations under and in respect of any Shared Contract, such that (i) a member of the Revelyst Constellation Group is the beneficiary of the rights and is responsible for the obligations related to that portion of such Shared Contract relating to the Revelyst Constellation Business (the “Revelyst Constellation Portion”), which rights shall be a Revelyst Constellation Asset and which obligations shall be a Revelyst Constellation Liability, and (ii) a member of the Vista Outdoor Exelon Group is the beneficiary of the rights and is responsible for the obligations related to such Shared Contract not relating to the Revelyst Constellation Business (the “Vista Outdoor Exelon Portion”), which rights shall be a Vista Outdoor Exelon Asset and which obligations shall be a Vista Outdoor Exelon Liability. Nothing in this Agreement shall require the division, partial assignment, modification or replication of a Shared Contract unless and until any necessary Consents are obtained or made, as applicable. If the Parties, or their respective Group members, as applicable, are not able to enter into an arrangement to formally divide, partially assign, modify or replicate such Shared Contract prior to the Closing Distribution as contemplated by the previous sentence, then the Parties shall, and shall cause their respective Group members to, cooperate in any reasonable and permissible arrangement to provide that, following the Closing Distribution and until the earlier of two years after the Closing Distribution Date and such time as the formal division, partial assignment, modification or replication of such Shared Contract as contemplated by the previous sentence is effected, a member of the Revelyst Constellation Group shall receive the interest in the benefits and obligations of the Revelyst Constellation Portion under such Shared Contract and a member of the Vista Outdoor Exelon Group shall receive the interest in the benefits and obligations of the Vista Outdoor Exelon 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 2.2 shall require either Party or 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 or expend any money or take any action that would require the expenditure of money (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 the applicable such Asset or intended to assume the applicable such Liability, as applicable, as promptly as reasonably practicable). For the avoidance of doubt, reasonable out-of-pocket expenses 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(a2.2(a).

Shared Contracts. (a) The Except as set forth on Section 2.9(a) of the Sellers Disclosure Schedules, prior to and, to the extent necessary, from and after Closing, the Parties shall, and shall cause the members of their respective Groups Affiliates to, use their respective commercially reasonable best efforts to work together (and, if necessary and desirable, from the date of this Agreement until the earlier of two years after the Closing Date and such time as the formal division, partial assignment, modification or replication of such Shared Contract is effected, to work with the third party to such Shared Contract) in an effort to divide, partially assign, modify or replicate (in whole or in part) the respective rights and obligations under and in respect of any Shared Contract, such that as of Closing or as promptly as practicable thereafter (ia) a member of the Revelyst Group Buyer is the beneficiary of the rights and is responsible for the obligations related to that portion of such Shared Contract relating to the Revelyst Business (the “Revelyst Buyer Portion”), which rights shall be a Revelyst Asset Additional Acquired Assets and which obligations shall be a Revelyst LiabilityAssumed Liabilities, and (iib) a member of the Vista Outdoor Group applicable Seller, or its applicable Affiliate, is the beneficiary of the rights and is responsible for the obligations related to such Shared Contract not relating to the Revelyst Business (the “Vista Outdoor Sellers Portion”), which rights shall be a Vista Outdoor Asset Excluded Assets and which obligations shall be a Vista Outdoor LiabilityExcluded Liabilities. 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 membersAffiliates, as applicable, are not able to enter into an arrangement to formally divide, partially assign, modify or replicate such Shared Contract prior to the Closing as contemplated by the previous sentence, then the Parties shall, and shall cause their respective Group members Affiliates to, cooperate in any reasonable and permissible arrangement to provide that, following the Closing and until the earlier of the date that is two (2) years after the Closing Date and or such time as the formal division, partial assignment, modification or replication of such Shared Contract as contemplated by the previous sentence is effected, a member of the Revelyst Group Buyer shall receive the interest in the benefits and obligations of the Revelyst Buyer Portion under such Shared Contract and a member of the Vista Outdoor Group applicable Seller or its applicable Affiliate shall receive the interest in the benefits and obligations of the Vista Outdoor Sellers Portion under such Shared Contract, it being understood that no Party shall have Liability any 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 2.9 shall require either Party or any member of their respective Groups Affiliates to contribute capital, pay or grant any consideration or concession in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person or expend any money or take any action that would require the expenditure of money (other than reasonable out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be reimbursed paid by the Party or the member of the Party’s Group entitled to the applicable Asset or intended to assume the applicable Liability, as applicable, as promptly as reasonably practicableSellers). 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 asset in the course of a Party’s obligation under Section 2.04(a2.9(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, from the date of this Agreement until the earlier of two years after the Closing Distribution Date and such time as the formal division, partial assignment, modification or replication of such Shared Contract is effected, to work with the third party to such Shared Contract) in an effort to divide, partially assign, modify or replicate (in whole or in part) the respective rights and obligations under and in respect of any Shared Contract, such that (i) a member of the Revelyst [Outdoor Products] Group is the beneficiary of the rights and is responsible for the obligations related to that portion of such Shared Contract relating to the Revelyst [Outdoor Products] Business (the “Revelyst [Outdoor Products] Portion”), which rights shall be a Revelyst an [Outdoor Products] Asset and which obligations shall be a Revelyst an [Outdoor Products] Liability, and (ii) a member of the Vista Outdoor Group is the beneficiary of the rights and is responsible for the obligations related to such Shared Contract not relating to the Revelyst [Outdoor Products] Business (the “Vista Outdoor Portion”), which rights shall be a Vista Outdoor Asset and which obligations shall be a Vista Outdoor Liability. Nothing in this Agreement shall require the division, partial assignment, modification or replication of a Shared Contract unless and until any necessary Consents are obtained or made, as applicable. If the Parties, or their respective Group members, as applicable, are not able to enter into an arrangement to formally divide, partially assign, modify or replicate such Shared Contract prior to the Closing Distribution as contemplated by the previous sentence, then the Parties shall, and shall cause their respective Group members to, cooperate in any reasonable and permissible arrangement to provide that, following the Closing Distribution and until the earlier of two years after the Closing Distribution Date and such time as the formal division, partial assignment, modification or replication of such Shared Contract as contemplated by the previous sentence is effected, a member of the Revelyst [Outdoor Products] Group shall receive the interest in the benefits and obligations of the Revelyst [Outdoor Products] Portion under such Shared Contract and a member of the Vista Outdoor Group shall receive the interest in the benefits and obligations of the Vista Outdoor 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 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 or expend any money or take any action that would require the expenditure of money (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 the applicable Asset or intended to assume the applicable Liability, as applicable, as promptly as reasonably practicable). For the avoidance of doubt, reasonable out-of-pocket expenses 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).