Common use of Shared Contracts Clause in Contracts

Shared Contracts. Buyer acknowledges the Contracts with Third Parties set forth on Schedule 6.8 to which one or more of the Companies and Seller or one or more Affiliates of Seller are parties directly benefit both Seller or an Affiliate of Seller (other than the Companies) and one or more of the Companies (the “Shared Contracts”). Seller shall use its reasonable best efforts to cause each Shared Contract that is not a Unit Operating Agreement to be replaced with a separate Contract that provides the applicable Company with rights and obligations substantially similar to the rights and obligations contained in such Shared Contract of such Company and Seller (or any Affiliate of Seller party to such Shared Contract), and Buyer shall cooperate with Seller with respect thereto; provided that, the Parties shall not be required to pay or commit to pay any amount to (or incur any obligation in favor of) any Person from whom any such consent may be required in connection with the separation or replacement of any Shared Contract. If the Parties are not able to effect the separation of a Shared Contract prior to the Closing as a result of any required approval or consent of a Third Party, then, until such actions can be effected, to the extent permissible under applicable Law and the terms of such Shared Contract, the Parties shall enter into alternative arrangements intended to provide the applicable Company with the benefits of such Shared Contract and to put the Parties in the same economic position as if such Shared Contract were separated as contemplated in this Section 6.8 prior to the Closing. Buyer acknowledges that Seller shall have no obligations under this Section 6.8 with respect to any Shared Contract that is a Unit Operating Agreement.

Shared Contracts. Buyer acknowledges The parties acknowledge that certain Contracts that are included among the Contracts with Third Parties Purchased Assets and are set forth on Schedule 6.8 8.09 relate to which one or more both the Business and to certain of Sellers’ retained businesses. In the Companies and Seller or one or more Affiliates case of Seller are parties directly benefit both Seller or an Affiliate of Seller (other than the Companies) and one or more of the Companies such Contracts (the “Shared Contracts”). Seller , the parties shall cooperate with each other and use its their respective commercially reasonable best efforts to cause (i) obtain the agreement of the third party that is the counterparty to each Shared Contract that is not to enter into a Unit Operating Agreement new contract effective as of the Closing Date pursuant to be replaced with a separate Contract that provides which the applicable Company with rights Seller or its Affiliates will receive substantially the same goods and obligations substantially similar services provided to them under the rights and obligations contained in such Shared Contract of such Company and Seller (or any Affiliate of Seller party to such Shared Contract), and Buyer shall cooperate with Seller with respect thereto; provided that, the Parties shall not be required to pay or commit to pay any amount to (or incur any obligation in favor of) any Person from whom any such consent may be required in connection with the separation or replacement of any Shared Contract. If the Parties are not able to effect the separation of a Shared Contract prior to the Closing on terms and conditions substantially similar to those contained in the Shared Contract as of the Closing Date (each, a result “Replacement Contract”) and, where applicable, to cause the applicable counterparty to release the applicable Buyer Party assuming such Shared Contract from any applicable minimum quantity or other commitments to the extent such commitments relate to Sellers’ retained businesses and (ii) to the extent a Seller is a party to a Shared Contract, obtain from the counterparty to such Shared Contract a release, effective as of any required approval the Closing Date, of such Seller and its Affiliates from obligations arising after the Closing Date under the Shared Contract. If one or consent more Replacement Contracts are not obtained prior to or on the Closing Date, unless the parties otherwise agree in writing, during the remaining term of a Third Partythe applicable Shared Contract, thenthe parties shall use their respective commercially reasonable efforts to allow the Sellers and their Affiliates, until such actions can be effectedas applicable, to the extent permissible under applicable permitted by Applicable Law and to the terms extent reasonably within the contractual or other ability or control of the applicable Buyer Party, as the case may be, to receive substantially the same goods and services of the subject matter of the Shared Contract received prior to the Closing and to bear the economic and other burdens of such Shared Contract. For the avoidance of doubt, the Parties in no event shall enter into alternative arrangements intended to provide the applicable Company with the benefits of such Shared any Replacement Contract and to put the Parties in the same economic position as if such Shared Contract were separated as contemplated in this Section 6.8 prior to impose any obligations or liability on any Buyer Party or its Affiliates after the Closing. Buyer acknowledges that Seller shall have no obligations under this Section 6.8 with respect to any Shared Contract that is a Unit Operating Agreement.

Shared Contracts. Buyer acknowledges the Contracts with Third Parties set Set forth on Schedule 6.8 8.16 hereto is a list of Contracts to which one or more Seller is a party and which Seller relies upon in the operation of the Companies Business and Seller or one or more Affiliates of Seller are parties directly benefit both Seller or an Affiliate of Seller its other businesses (other than the Companies) and one or more of the Companies (collectively, the “Shared Contracts”). None of the Shared Contracts will be included in the Purchased Assets because neither Company is a party to them and because Seller shall use will continue to rely upon them to operate its reasonable best efforts retained businesses. Seller is providing this list of Shared Contracts so that Buyer can assess whether and/or how to cause replace the Shared Contracts to support the operation of the Business after the Closing (a copy of each Shared Contract that is not a Unit Operating Agreement to be replaced with a separate Contract that provides the applicable Company with rights and obligations substantially similar was made available to the rights Buyer in Seller’s online data room). For a period of six months after the Closing and obligations contained at Buyer’s request, Seller shall, at Buyer’s sole cost and expense and in such Shared Contract manner as Seller may reasonably determine (but not, for example, through the offering of such Company any guarantee), cooperate with and Seller (or any Affiliate of Seller party assist Buyer and the Companies in their efforts to enter into new contractual arrangements with the other parties to such Shared Contract)Contracts. No commitments or representations are made by Seller that Buyer or the Companies will be able to enter into new contractual arrangements with such parties, and Buyer shall cooperate with Seller with respect thereto; provided that, the Parties shall not be required to pay or commit to pay any amount to (or incur any obligation in favor of) any Person from whom that any such consent may new contractual arrangements will be required in connection with on terms and conditions and at prices as favorable as the separation or replacement Shared Contracts. For a period of any Shared Contract. If the Parties are not able to effect the separation of a Shared Contract prior to the Closing as a result of any required approval or consent of a Third Party, then, until such actions can be effected, to the extent permissible under applicable Law and the terms of such Shared Contract, the Parties shall enter into alternative arrangements intended to provide the applicable Company with the benefits of such Shared Contract and to put the Parties in the same economic position as if such Shared Contract were separated as contemplated in this Section 6.8 prior to six months after the Closing. , Seller will cooperate in good faith with Buyer, at Buyer’s sole cost and expense, after Closing to assist Buyer acknowledges that Seller shall have no obligations under this Section 6.8 with respect in seeking a partial assignment for Shared Contracts including, at Buyer request, sending to each other party or parties to any Shared Contract that is Contracts a Unit Operating Agreementnotice in the form reasonably acceptable to Seller requesting such partial assignment.

Shared Contracts. (a) Buyer acknowledges that the Seller is a party to, or beneficiary of certain Contracts with Third Parties set forth on Schedule 6.8 which relate in part to which one the Business and in part to any other business or more operations of the Companies and Seller or one or more any of its Affiliates of Seller are parties directly benefit both Seller or an Affiliate of Seller (other than the CompaniesIntercompany Agreements which are addressed in Section 6.11) (each, a “Shared Contract”) and one Buyer agrees that (A) such Shared Contracts shall not be assigned in any way to Buyer or more the Company and (B) neither Buyer nor the Company shall be entitled to any of the Companies benefits provided in any Shared Contract following the Closing. To the extent necessary or advisable, Buyer shall (and shall cause the “Shared Contracts”). Seller shall Company post-Closing to) use its commercially reasonable best efforts to cause each assist the Seller with any amendment or termination, as applicable, of any Shared Contract Contract, so that is not a Unit Operating Agreement to be replaced with a separate Contract that provides the applicable Company with rights and obligations substantially similar to the rights and obligations contained in (i) such Shared Contract of such reflects that, following the Closing, the Interests will no longer be held by the Seller and the Company and Seller (or any will no longer be an Affiliate of the Seller and (ii) as applicable, to remove and withdraw the Company as a party to such Shared Contract and surrender any and all rights under such Shared Contract), and Buyer enter into new agreements directly between the Company and any applicable third parties to replace such Shared Contracts, as necessary, so that following such withdrawal there shall cooperate with Seller be no further rights or other obligations or liabilities under the existing Shared Contract on the part of any Person thereunder with respect thereto; provided thatto the Company. With respect to the Slot Agreements, at or prior to the Closing, the Parties Buyer or the Company shall not be required enter into new agreements to pay replace and terminate any rights, obligations or commit liabilities related to pay the Company under the existing Slot Agreements and from any amount to (existing purchase orders, leases, addendums or incur similar agreements entered into by the Company or the Seller which would have remaining rights, obligations or liabilities following the Closing, and release any obligation in favor of) any Person from whom any such consent may be required and all related Liens on the Company or its assets filed in connection with the separation or replacement of any Shared Contract. If the Parties are not able to effect the separation of a Shared Contract prior to the Closing as a result of any required approval or consent of a Third Party, then, until such actions can be effected, to the extent permissible under applicable Law and the terms of such Shared Contract, the Parties shall enter into alternative arrangements intended to provide the applicable Company with the benefits of such Shared Contract and to put the Parties in the same economic position as if such Shared Contract were separated as contemplated in this Section 6.8 prior to the Closing. Buyer acknowledges that Seller shall have no obligations under this Section 6.8 with respect to any Shared Contract that is a Unit Operating AgreementSlot Agreements.

Shared Contracts. Buyer acknowledges the Contracts Upon Acquiror’s request, with Third Parties set forth respect to those contracts that are identified on Schedule 6.8 to which one or more 8.3 of the Companies and Company Disclosure Letter between or among Seller or one or more any of its Affiliates of Seller are parties directly benefit both Seller or an Affiliate of Seller (other than any Entity in the CompaniesCompany Group, except in the event an Entity in the Company Group is a party to a contract together with Seller or any of its other Affiliates) and one or more of any third party under which the Companies Company Group receives benefits that are material to the Business (the “Shared Contracts”). Seller , the parties shall use its commercially reasonable best efforts to cause each (a) if permissible, assign to Acquiror or its designee (including the Company Group) that portion of the benefits and obligations under such Shared Contract that is not as they relate to the Company Group or (b) cause the counterparty to each such Shared Contract to enter into a Unit Operating Agreement to be replaced new contract with a separate Contract that provides Acquiror or its designee (including the applicable Company with rights and obligations Group), on terms substantially similar to the rights and obligations those contained in such Shared Contract, in order for the Company Group to receive the applicable benefits under such Shared Contract of (each such Company new contract, a “New Contract”). If, prior to the Closing, such assignment is not permissible and Seller (or if Acquiror is not able to obtain a New Contract with respect to a counterparty to any Affiliate of Seller party to such Shared Contract), and Buyer shall cooperate with Seller with respect thereto; provided thatthen, for a period of six months after the Closing Date, the Parties parties shall not continue to use their commercially reasonable efforts to cause such counterparty to authorize such assignment or to enter into a New Contract or, if mutually agreed between the parties, Seller shall provide the benefits and obligations of such Shared Contract as they relate to the Company Group pursuant to the Transition Services Agreement for the periods specified therein. For the avoidance of doubt, in no event shall Seller or any member of the Company Group be required to pay or commit to pay any amount to (or incur any obligation in favor of) any Person from whom any such consent may be required consideration in connection with the separation or replacement of any Shared Contract. If the Parties are not able to effect the separation of a Shared Contract prior to the Closing as a result of any required approval or consent of a Third Party, then, until such actions can be effected, to the extent permissible under applicable Law and the terms of such Shared Contract, the Parties shall enter into alternative arrangements intended to provide the applicable Company with the benefits of such Shared Contract and to put the Parties in the same economic position as if such Shared Contract were separated as contemplated in this Section 6.8 prior to the Closing. Buyer acknowledges that Seller shall have no its obligations under this Section 6.8 with respect 8.3 or, unless requested to do so by Acquiror at Acquiror’s sole cost and expense, to commence, defend or participate in any litigation in connection therewith or to offer or grant any accommodation (financial or otherwise) to any Shared Contract that is a Unit Operating Agreementthird party in connection therewith.