Common use of Shared Contracts Clause in Contracts

Shared Contracts. The Parties will use their reasonable best efforts (and each Party shall cooperate with the other Party) to separate the Shared Contracts into separate Contracts effective as of the Distribution so that from and after the Distribution, Spinco will have the sole benefit and Liabilities with respect to each Shared Contract to the extent related to the Spinco Business and the Harbor Group will have the sole benefit and Liabilities with respect to each Shared Contract to the extent not related to the Spinco Business. Upon such separation of a Shared Contract, the separated Contract that is related to the Spinco Business will be a Spinco Asset and the other separated Contract will be an Excluded Asset. The obligations to separate any Shared Contracts set forth in this Section 2.5 will terminate on the date that is twenty-four (24) months following the Distribution Date. If any Shared Contract is not separated prior to the Distribution Date, then such Shared Contract shall be governed under Section 2.2, including the Parties agreeing to use reasonable best efforts (and each Party agreeing to cooperate with the other Party) to establish arrangements at no charge to Spinco under which the party which is a party to such Shared Contract will use reasonable best efforts to perform its obligations and exercise its rights thereunder to enable each Group to continue to receive the benefits and assume the obligations, in each case, that it received or assumed prior to the Distribution Date, until such Shared Contract expires in accordance with its terms. Harbor and Spinco shall share equally any and all third party fees and out-of-pocket expenses (including attorneys’ and other third party fees) that may be reasonably required in connection with obtaining, whether before or after the Distribution, any such separation of a Shared Contract. Harbor will use its reasonable best efforts to deliver a list of the Shared Contracts to Voyager as soon as practicable after the date hereof and in any event within thirty (30) days after the date hereof. No member of either Group will amend, renew, extend or otherwise modify any Shared Contract without the consent of the applicable member of the other Group to the extent such amendment, renewal, extension or modification would adversely affect or impose any material obligations on any member of such other Group.

Shared Contracts. The (a) Except as otherwise agreed by Pluto and Utah or as otherwise provided in this Agreement or any Ancillary Agreement, and except with respect to any Shared Contract that relates to services to be provided under the Transition Services Agreement, the Parties will shall use their commercially reasonable best efforts (and each Party shall cooperate with the other Party) to separate the Shared Contracts into separate Contracts effective as of the Distribution contracts so that from the Spinco Business will remain entitled to the rights and after benefits, and shall be subject to the DistributionLiabilities, Spinco will have the sole benefit and Liabilities with respect to or arising from each Shared Contract to the extent related to the Spinco Business Business, and Pluto will retain the Harbor Group will have rights and benefits, and shall be subject to the sole benefit and Liabilities Liabilities, with respect to or arising from each Shared Contract to the extent not related to the Spinco Pluto Business; provided that neither Group shall be required to pay any amount to any Third Party (other than as provided for in the underlying Contract), commence or participate in any Action or offer or grant any accommodation (financial or otherwise, including any accommodation or arrangement to remain secondarily liable or contingently liable for any Liability of the other Group) to any Third Party to obtain any such separation). Upon If a counterparty to any Shared Contract that is entitled under the terms of the Shared Contract to consent to the separation of the Shared Contract has not provided such consent or if the separation of a Shared ContractContract has not been completed as of the Distribution Date for any other reason, then the separated Parties shall use their commercially reasonable efforts to develop and implement arrangements (including subcontracting, sublicensing, subleasing or back-to-back agreement) to pass along to the Spinco Group the benefit and the Liabilities of the portion of any such Shared Contract that is related to the Spinco Business will be a Spinco Asset and to pass along to the Pluto Group the benefit and the other separated Liabilities of the portion of the Shared Contract related to the Pluto Business, as the case may be. If and when any such consent is obtained, the Shared Contract will be an Excluded Assetseparated in accordance with this Section 2.09(a). The With respect to each Shared Contract, the obligations to separate any Shared Contracts set forth in this Section 2.5 will 2.09(a) shall terminate on the date that is twenty-four (24) months following first anniversary of the Distribution Date. If any Date or, if earlier, upon the termination or expiration of each such Shared Contract is in accordance with its terms (without any obligation to renew or extend). Spinco shall bear any costs related to separating the Shared Contracts. (b) Except to the extent otherwise required by applicable Law, each of Pluto and Spinco shall, and shall cause its Affiliates to, (i) for all U.S. federal (and applicable state, local and foreign) income Tax purposes, treat the portion of each Shared Contract the rights and benefits of which inure to it or a member of its Group as Assets owned by, and/or Liabilities of, as applicable, it or the members of its Group, as applicable, and (ii) file all Tax Returns in a manner consistent with such treatment and not separated take any Tax position inconsistent therewith. (c) Except as otherwise agreed by Pluto and Utah or as otherwise provided in this Agreement or any Ancillary Agreement, (i) with respect to any Permits issued prior to the Distribution Date that are a Pluto Asset, but that, as of immediately prior to the Distribution Date, then such Shared Contract shall be governed under Section 2.2provided rights or benefits that are reasonably required for the operation of the Spinco Business and (ii) with respect to any Spinco Permits issued prior to the Distribution Date that, including the Parties agreeing to use reasonable best efforts (and each Party agreeing to cooperate with the other Party) to establish arrangements at no charge to Spinco under which the party which is a party to such Shared Contract will use reasonable best efforts to perform its obligations and exercise its rights thereunder to enable each Group to continue to receive the benefits and assume the obligations, in each case, that it received or assumed as of immediately prior to the Distribution Date, until such Shared Contract expires in accordance with its terms. Harbor and Spinco shall share equally any and all third party fees and out-of-pocket expenses (including attorneys’ and other third party fees) provided rights or benefits that may be are reasonably required for the operation of the Pluto Business, in connection with obtainingeach case (i) and (ii), whether before or after the Distribution, any such separation of a Shared Contract. Harbor will Parties shall use its their commercially reasonable best efforts to deliver a list of transfer or modify such existing Permits, or apply for any new Permits, in each case as reasonably required to effectuate the Shared Contracts to Voyager as soon as practicable after the date hereof and in any event within thirty (30) days after the date hereof. No member of either Group will amend, renew, extend or otherwise modify any Shared Contract without the consent of the applicable member of the other Group to the extent such amendment, renewal, extension or modification would adversely affect or impose any material obligations on any member of such other GroupTransactions.

Shared Contracts. Schedule Section 2.6 contains a complete and accurate list of the Shared Contracts with an annual cost of at least $50,000 per year or $150,000 over the term of the Shared Contract and all Shared Contracts otherwise material to the Purchased Stations, in each case unless terminable without penalty by notice of ninety (90) days or less and not otherwise material (the “Material Shared Contracts”). The Parties will use their reasonable best efforts (and each Party shall cooperate with the other Party) to separate the Shared Contracts into separate Contracts effective as of the Distribution Closing so that from and after the DistributionClosing, Spinco Mediaco will have the sole benefit and Liabilities with respect to each Shared Contract to the extent related to the Spinco Mediaco Business and the Harbor Group Emmis will have the sole benefit and Liabilities with respect to each Shared Contract to the extent not related to the Spinco Mediaco Business. Upon such separation of a Shared Contract, the separated Contract that is related to the Spinco Mediaco Business will be a Spinco Mediaco Asset and the other separated Contract will be an Excluded Asset. The obligations to separate any Shared Contracts set forth in this Section 2.5 will terminate on the date that is twenty-four (24) months following the Distribution Date. If any Shared Contract is not separated prior to the Distribution Closing Date, then such Shared Contract shall be governed under Section 2.22.3, including the Parties agreeing to use reasonable best efforts (and each Party agreeing to cooperate with the other Party) to establish arrangements at no charge to Spinco Mediaco under which the party which is a party to such Shared Contract will use reasonable best efforts to perform its obligations and exercise its rights thereunder to enable each Group to continue to receive the benefits and assume the obligations, in each case, that it received or assumed prior to the Distribution Closing Date, until such Shared Contract expires in accordance with its terms. Harbor Emmis and Spinco Mediaco shall share equally any and all third party fees and out-of-pocket expenses (including attorneys’ and other third party fees) that may be reasonably required in connection with obtaining, whether before or after the DistributionClosing, any such separation of a Shared Contract. Harbor will use its reasonable best efforts to deliver a list of the Shared Contracts to Voyager as soon as practicable after the date hereof and in any event within thirty (30) days after the date hereof. No member of either Group Neither Emmis nor Mediaco will amend, renew, extend or otherwise modify any Shared Contract without the consent of the applicable member of the other Group Party to the extent such amendment, renewal, extension or modification would adversely affect or impose any material obligations on any member of such other GroupParty.

Shared Contracts. The Other than as may be mutually agreed by the Parties, the Parties will use their reasonable best efforts (and each Party shall cooperate with the other Party) to separate the Shared Contracts into separate Contracts effective as of the Distribution so that from and after the Distribution, Spinco will have the sole benefit and Liabilities with respect to each Shared Contract to the extent related to the Spinco Business and the Harbor Group will have the sole benefit and Liabilities with respect to each Shared Contract to the extent not related to the Spinco Business. Upon such separation of a Shared Contract, the separated Contract that is related to the Spinco Business will be a Spinco Asset and the other separated Contract will be an Excluded Asset. The obligations to separate any Shared Contracts set forth in this Section 2.5 will terminate on the date that is twenty-four (24) months following the Distribution Date. If any Shared Contract (other than Shared Contracts that the Parties have mutually agreed not to separate) is not separated prior to the Distribution Date, then such Shared Contract shall be governed under Section 2.2, including the Parties agreeing to use reasonable best efforts (and each Party agreeing to cooperate with the other Party) to establish arrangements at no charge to Spinco under which the party which is a party to such Shared Contract will use reasonable best efforts to perform its obligations and exercise its rights thereunder to enable each Group to continue to receive the benefits and assume the obligations, in each case, that it received or assumed prior to the Distribution Date, until such Shared Contract expires in accordance with its terms. Harbor and Spinco shall share equally any and all third party fees and out-of-pocket expenses (including attorneys’ and other third party fees) that may be reasonably required in connection with obtaining, whether before or after the Distribution, any such separation of a Shared Contract. Harbor will use its reasonable best efforts to deliver a list of the Shared Contracts to Voyager as soon as practicable after the date hereof and in any event within thirty (30) days after the date hereof. No member of either Group will amend, renew, extend or otherwise modify any Shared Contract without the consent of the applicable member of the other Group to the extent such amendment, renewal, extension or modification would adversely affect or impose any material obligations on any member of such other Group.

Shared Contracts. The Parties Schedule 2.05 (as amended or supplemented as hereinafter set forth) sets forth the Contracts that are intended to be Shared Contracts under this Agreement. Parent (including on behalf of the other members of the Parent Group) and Energy Supply will use their reasonable best efforts (and each Party shall cooperate with the other Party) to separate the Shared Contracts into separate Contracts effective as of the Distribution Date so that from and after the Distribution, Spinco the Energy Supply Group will have the sole benefit and Liabilities with respect to each Shared Contract to the extent related to the Spinco Energy Supply Business and the Harbor Parent Group will have the sole benefit and Liabilities with respect to each Shared Contract to the extent not related to the Spinco Energy Supply Business. Upon such separation of a Shared Contract, the separated Contract (or portion thereof) that is related to the Spinco Energy Supply Business will be a Spinco an Energy Supply Asset and the other separated Contract (or portion thereof) will be an Excluded Asset. The obligations to separate any Shared Contracts set forth in this Section 2.5 will terminate on the date that is twenty-four (24) months following the Distribution Date. If any Shared Contract is not separated prior to the Distribution Date, then the applicable portion of such Shared Contract shall be governed under treated as a Deferred Asset or a Deferred Liability for purposes of Section 2.22.04, including the Parties agreeing Sections 2.04(d) and (e). The obligations to use reasonable best efforts (and each Party agreeing to cooperate with the other Party) to establish arrangements at no charge to Spinco under which the party which is a party to such separate any Shared Contract set forth in this Section 2.05 will use reasonable best efforts to perform its obligations and exercise its rights thereunder to enable each Group to continue to receive terminate on the benefits and assume the obligations, in each case, date that it received or assumed prior to is twenty-four months following the Distribution Date; provided however that such termination shall not affect the obligations under Section 2.04(d), until such (e), (f) or (g) with respect to any Shared Contract expires that is a Deferred Asset or a Deferred Liability. No Party will (or will permit any of its Affiliates to) amend, renew, extend or otherwise modify any Shared Contract without the consent, not to be unreasonably withheld, delayed or conditioned, of the other Parties (or after Closing, without the consent of Parent and NewCo) to the extent such amendment, renewal, extension or modification would adversely affect such other Party (or any of its Affiliates) in accordance with its termsany material respect. Harbor and Spinco Parent shall share equally bear any and all third third-party fees and out-of-pocket expenses (including attorneys’ and other third party fees) that may be reasonably required in connection with obtaining, whether before or after the DistributionDistribution Date, any such separation of a Shared Contract. Harbor will use its reasonable best efforts From time to deliver a time, (a) with the prior written consent of RJS, not to be unreasonably withheld, delayed or conditioned, Parent may add additional Contracts to the list of the Shared Contracts set forth on Schedule 2.05, (b) with the prior written consent of Parent, not to Voyager be unreasonably withheld, delayed or conditioned, RJS or NewCo may prior to the Closing add to Schedule 2.05 additional Contracts that are (i) on the list referenced in the immediately succeeding sentence or (ii) should have been included on such list, and (c) NewCo may from and after Closing and on or prior to the 18-month anniversary of the Closing Date add additional Contracts to the list of Shared Contracts set forth on Schedule 2.05 if and as soon as practicable after needed to make the date hereof representation in Section 5.12(a)(i) of the Transaction Agreement true and correct in all material respects, and, in the case of clause (c) of this Section 2.05, such later identified Shared Contract shall constitute a Missing Asset and shall be subject to Section 1.04. Promptly (and in any event within thirty (3060 days) days after following the date hereof. No member , Parent shall provide to RJS a list of either Group will amendall Contracts to which Parent or any of its Affiliates is a party pursuant to which the counterparty is anticipated to provide as of or after the Distribution Date more than a de minimis amount of products, renew, extend services or otherwise modify intellectual property to both the Energy Supply Business and to any Shared Contract without the consent other business of the applicable member of the other Group Parent or any Non-Energy Supply Sub and Parent shall update such list from time to the extent such amendment, renewal, extension or modification would adversely affect or impose any material obligations on any member of such other Grouptime thereafter.

Shared Contracts. Schedule 2.6 contains a complete and accurate list of the Shared Contracts with an annual cost of at least $50,000 per year or $150,000 over the term of the Shared Contract and all Shared Contracts otherwise material to the Purchased Stations, in each case unless terminable without penalty by notice of ninety (90) days or less and not otherwise material (the “Material Shared Contracts”). The Parties will use their reasonable best efforts (and each Party shall cooperate with the other Party) to separate the Shared Contracts into separate Contracts effective as of the Distribution Closing so that from and after the DistributionClosing, Spinco Mediaco will have the sole benefit and Liabilities with respect to each Shared Contract to the extent related to the Spinco Mediaco Business and the Harbor Group Emmis will have the sole benefit and Liabilities with respect to each Shared Contract to the extent not related to the Spinco Mediaco Business. Upon such separation of a Shared Contract, the separated Contract that is related to the Spinco Mediaco Business will be a Spinco Mediaco Asset and the other separated Contract will be an Excluded Asset. The obligations to separate any Shared Contracts set forth in this Section 2.5 will terminate on the date that is twenty-four (24) months following the Distribution Date. If any Shared Contract is not separated prior to the Distribution Closing Date, then such Shared Contract shall be governed under Section 2.22.3, including the Parties agreeing to use reasonable best efforts (and each Party agreeing to cooperate with the other Party) to establish arrangements at no charge to Spinco Mediaco under which the party which is a party to such Shared Contract will use reasonable best efforts to perform its obligations and exercise its rights thereunder to enable each Group to continue to receive the benefits and assume the obligations, in each case, that it received or assumed prior to the Distribution Closing Date, until such Shared Contract expires in accordance with its terms. Harbor Emmis and Spinco Mediaco shall share equally any and all third party fees and out-of-pocket expenses (including attorneys’ and other third party fees) that may be reasonably required in connection with obtaining, whether before or after the DistributionClosing, any such separation of a Shared Contract. Harbor will use its reasonable best efforts to deliver a list of the Shared Contracts to Voyager as soon as practicable after the date hereof and in any event within thirty (30) days after the date hereof. No member of either Group Neither Emmis nor Mediaco will amend, renew, extend or otherwise modify any Shared Contract without the consent of the applicable member of the other Group Party to the extent such amendment, renewal, extension or modification would adversely affect or impose any material obligations on any member of such other GroupParty.