Common use of Shared Contracts Clause in Contracts

Shared Contracts. (a) 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 their Affiliates 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 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 (a) Buyer is the beneficiary of the rights and is responsible for the obligations related to that portion of such Shared Contract relating to the Business (the “Buyer Portion”), which rights shall be Additional Acquired Assets and which obligations shall be Assumed Liabilities, and (b) the 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 Business (the “Sellers Portion”), which rights shall be Excluded Assets and which obligations shall be Excluded 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 Affiliates, 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 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 or such time as the formal division, partial assignment, modification or replication of such Shared Contract as contemplated by the previous sentence is effected, Buyer shall receive the interest in the benefits and obligations of the Buyer Portion under such Shared Contract and the applicable Seller or its applicable Affiliate shall receive the interest in the benefits and obligations of the Sellers Portion under such Shared Contract, it being understood that no Party shall have 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 2.9 shall require either Party or any of 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 out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be paid by Sellers). 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 2.9(a).

Shared Contracts. The parties acknowledge that Seller and its Affiliates (aincluding the Acquired Group) Except as set forth on Section 2.9(aare parties to certain Contracts (collectively, the “Shared Contracts”) that relate in part to both (x) the operations of the Sellers Disclosure Schedules, prior to and, to the extent necessary, from Business and after Closing, the Parties shall, and shall cause their Affiliates 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 or replicate (in whole or in party) the respective rights and obligations under and operations of the Retained Business; provided that in respect of no event shall any Shared ContractContracts include this Agreement, such that as of Closing or as promptly as practicable thereafter (a) Buyer is the beneficiary any of the rights and is responsible other Transaction Agreements, or any Contracts for the obligations related to that portion provision of such Shared Contract relating enterprise-level services from the Retained Group to the Business (or similar enterprise-level arrangements. Subject to Section 6.02(g) and the “Buyer Portion”), which rights shall be Additional Acquired Assets and which obligations shall be Assumed Liabilities, and (b) the applicable Seller, or its applicable Affiliate, is the beneficiary fourth paragraph in Section 6.06 of the rights and is responsible for Seller Disclosure Schedule, the obligations related to such Shared Contract not relating to the Business (the “Sellers Portion”), which rights shall be Excluded Assets and which obligations shall be Excluded 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 Affiliates, 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 parties shall, and shall cause their respective Affiliates to, cooperate in any with each other and use their respective reasonable and permissible arrangement best efforts prior to provide that, following the Closing and until to cause the earlier Shared Contracts to be apportioned (including by obtaining the consent of such counterparty to enter into a new Contract or amendment, or splitting or assigning in relevant part such Shared Contract), effective as of the date that is two Closing, between Buyer and its Affiliates, on the one hand, and Seller and its Affiliates, on the other hand, pursuant to which (2i) years Seller will assume, or cause its Affiliates to assume, all of the rights and obligations under such Shared Contracts to the extent related to the operations of the Retained Business, (ii) Buyer or a Subsidiary thereof will assume all of the rights and obligations under such Shared Contracts to the extent related to the operations of the Business, (iii) Seller shall cause the applicable counterparty to release Buyer and its Subsidiaries (including the Acquired Group) from the obligations of Seller and its Affiliates arising after the Closing Date or such time as under the formal division, partial assignment, modification or replication portion of such the Shared Contract as contemplated by the previous sentence is effected, apportioned to Seller (or its Affiliates) and (iv) Buyer shall receive cause the interest in applicable counterparty to release Seller and its Affiliates, as applicable, from the benefits and obligations of Buyer and its Subsidiaries (including the Buyer Portion Acquired Company) arising after the Closing Date under such the portion of the Shared Contract apportioned to Buyer and the applicable Seller or its applicable Affiliate shall receive the interest in the benefits and obligations of the Sellers Portion under such Shared Contract, it being understood that no Party shall have 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 2.9 shall require either Party or any of 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 out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be paid by Sellers)Subsidiaries. For the avoidance of doubt, and notwithstanding anything in this Agreement to the contrary, Seller and its Affiliates shall not be required to cause the partial assignment of any Shared Contract to Buyer or its Subsidiaries for any purpose other than the conduct of the Business. Any Shared Contract for which the arrangements described in this Section 6.15 cannot be entered into prior to the Closing shall be subject to Section 6.02(g) and the fourth paragraph in Section 6.06 of the Seller Disclosure Schedule and, with respect to any such Shared Contract, prior to the date that is twelve (12) months following the Closing, (A) the parties shall work together in good faith to determine the feasibility of separating such Shared Contract and (B) if, notwithstanding such good faith efforts, the parties are unable to agree on a mutually satisfactory plan for separating any such Shared Contract, the parties will use reasonable best efforts to negotiate in good faith appropriate means for (1) Buyer and its Subsidiaries to obtain the benefits and assume the obligations associated with the portion of such Shared Contract to the extent relating to the operations of the Business for a transitional period to be no longer than twelve (12) months following the Closing and (2) Seller and its Affiliates to obtain the benefits and assume the obligations associated with the portion of such Shared Contract to the extent relating to the operation of the Retained Businesses for a transitional period to be no longer than twelve (12) months following the Closing; provided, that in no event shall Buyer, Seller or any of their Affiliates (including the Acquired Group) be required to pay any fee, penalty or other consideration to any third party or make any concession to any third party (other than customary commercial concessions that are not material) to fulfill their respective obligations under this Section 6.15 and in no event shall Seller or the Acquired Group agree to (x) pay for any such fee, penalty or other consideration or (y) any such concession, in each case without the prior written consent of Buyer; provided, further, that Buyer shall reimburse Seller or the applicable member of the Retained Group, and Seller shall reimburse Buyer or the applicable member of the Acquired Group, for its proportional share (based on the utilization of the applicable Shared Contract, as the parties shall agree in good faith) of any reasonable and documented out-of-pocket expenses incurred by Seller or the applicable member of the Retained Group or Buyer or the applicable member of the Acquired Group, as applicable, in connection with any such arrangement described in clause (B) above to the extent such services and recording costs are not otherwise contemplated by the Transition Services Agreement. From and after the Closing, (I) Buyer shall reimburse, indemnify and hold harmless the Retained Group against all Liabilities arising from or similar fees shall not include any purchase price, license fee or other payment or compensation for relating to the procurement portion of any asset secured Shared Contract apportioned to replace an asset the Retained Group, (II) Seller shall reimburse, indemnify and hold harmless Buyer and its Affiliates (including the Acquired Group) against all Liabilities arising from or relating to the portion of any Shared Contract apportioned to the Acquired Group, and (III) neither party nor any of its Affiliates shall extend the term or otherwise amend the terms of any Shared Contract in a manner that would materially and adversely affect, in the course case of a PartyBuyer, any member of the Retained Group without Seller’s obligation under Section 2.9(a)prior written consent, or in the case of Seller, Buyer or any member of the Acquired Group without Buyer’s prior written consent.

Shared Contracts. (a) Except as Until the earlier of (1) the expiration or termination date (in accordance with their terms) of any applicable Shared Contracts set forth on Section 2.9(aSchedule 6.1(a) (such Shared Contracts, collectively, the “Specified Shared Contracts”) and (2) sixty (60) days after the Closing Date, the Seller shall, and shall cause its Seller Group to, use commercially reasonable efforts to, (i) as soon as reasonably practicable after the Closing Date, cause the counterparty to each Specified Shared Contract to consent to the partial assignment of those rights of the Sellers Disclosure Schedulesapplicable Seller Related Party under such Specified Shared Contract related to the Business, prior and (ii) in the event any such Specified Shared Contract cannot be so partially assigned under applicable Law or the terms of the applicable Specified Shared Contract, or if the counterparty otherwise does not consent to such partial assignment, otherwise reasonably cooperate with the Buyer in the Buyer’s efforts to enter into a new Contract with such counterparty (such new Contracts, the “New Contracts”), (A) on terms that are similar in all material respects to such Specified Shared Contracts and (B) in a manner that ensures there is no interruption or discontinuation of service to the Business, in each case from and after the Effective Time. The portion exclusively related to the Business of each such Specified Shared Contract for which the parties have received consent to such partial assignment shall thereafter be deemed to be an Assigned Contract for all purposes hereunder. (b) In the event any Specified Shared Contract cannot be so partially assigned under applicable Law or the terms of the applicable Specified Shared Contract, or if the counterparty otherwise does not consent to such partial assignment or to entering into a New Contract, the parties hereto shall, until the earlier of (1) the expiration or termination date of the applicable Specified Shared Contract and (2) sixty (60) days after the Closing Date, cooperate with each other and, following good faith discussions between the parties hereto, use reasonable best efforts to seek to obtain or structure mutually acceptable alternative arrangements for the Buyer or one of its Affiliates, on the one hand, and the applicable Seller Related Party, on the other hand, receiving rights and benefits, and bearing Liabilities, to the extent related to their respective businesses (provided that such arrangements shall not result in a breach or violation of such Specified Shared Contract or applicable Law). Such alternative arrangements may include a subcontracting, sublicensing, subleasing or other similar arrangements under which the Buyer or one of its Affiliates would, in compliance with applicable Law, obtain the benefits under, and, to the extent necessaryfirst arising after the Closing, assume the obligations and bear the economic burdens associated with, such Specified Shared Contracts solely to the extent related to the Business (or applicable portion thereof) and under which the applicable Seller Related Party would, upon the Buyer’s or such Affiliate’s request, use reasonable best efforts to enforce for the benefit (and at the expense) of the Buyer or such Affiliate any and all of such Seller Related Party’s rights against such Third Party under such Specified Shared Contract solely to the extent related to the Business (or applicable portion thereof), and the Seller or the applicable Seller Related Party would promptly pay to the Buyer or such Affiliate when received all monies received by them from time to time pursuant to such enforcement under such Specified Shared Contracts solely to the extent related to the Business (or applicable portion thereof), after deduction for any costs or expenses incurred by the Seller or the applicable Seller Related Party. (c) With respect to Liabilities, rights and benefits pursuant to, under or relating to a given Specified Shared Contract, relating to occurrences from and after the Closing, such Liabilities, rights and benefits shall be allocated between the Parties shallBuyer and the Seller as follows: (i) If a Liability is incurred, or if a right or benefit is obtained, exclusively in respect of the Business or exclusively in respect of the Excluded Business, such Liability, right or benefit shall be allocated to the Buyer or its applicable Affiliate (in respect of the Business) or the Seller or the applicable member of the Seller Group (in respect of the Excluded Business); (ii) If a Liability, right or benefit cannot be so allocated under clause (i) above, such Liability, right or benefit shall be allocated to the Buyer or the Seller, as the case may be, based on the relative proportions of total benefit received (over the term of the Specified Shared Contract remaining as of the Closing Date, measured as of the date of the allocation) by the Business or the Excluded Business (as applicable) under the relevant Specified Shared Contract. Notwithstanding the foregoing, each of the Buyer and the Seller shall cause their Affiliates be responsible for any or all Liabilities to the extent related to, resulting from, or arising out of its (or its controlled Affiliates’) direct or indirect breach of, or actions under, the relevant Specified Shared Contract. (d) If the Seller or any member of the Seller Group, on the one hand, or the Buyer or any member of the Seller Group, on the other hand, receives any benefit or payment under any Specified Shared Contract that relate to the Business (or applicable portion thereof) or the Excluded Business (or applicable portion thereof), respectively, the Seller and the Buyer (as applicable) shall use their respective reasonable best efforts to, and to work together cause their respective controlled Affiliates to, promptly deliver such benefit or payment to the other party. (and, if necessary and desirable, to work with the third party to e) The Shared Contracts set forth on Schedule 6.1(e) (such Shared ContractContracts, collectively, the “Retained Shared Contracts”) in an effort shall initially be Excluded Assets. For a period of 75 days after the Closing Date, the Seller shall not waive, amend, or otherwise modify any rights under the Retained Contracts 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 (a) Buyer is the beneficiary of the rights and is responsible for the obligations extent related to that portion of such Shared Contract relating to the Business (without the “Buyer Portion”), which rights shall be Additional Acquired Assets and which obligations shall be Assumed Liabilities, and (b) the applicable Seller, or its applicable Affiliate, is the beneficiary prior written consent of the rights and is responsible for the obligations related to such Shared Contract not relating to the Business (the “Sellers Portion”), which rights shall be Excluded Assets and which obligations shall be Excluded 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 applicableBuyer. If the Parties, or their respective Affiliates, as applicable, are not able to enter into an arrangement to formally divide, partially assign, modify or replicate such Shared Contract prior to Buyer notifies the Closing as contemplated by the previous sentence, then the Parties shall, and shall cause their respective 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 Seller within 75 days after the Closing Date or such time as that the formal divisionBuyer desires to be assigned the portion of a Retained Shared Contract related to the Business, partial assignment, modification or replication it shall so notify the Seller in writing and upon delivery of such Shared Contract as contemplated by written notice to the previous sentence is effectedSeller, Buyer and Section 6.1(a) through Section 6.1(d) shall receive apply mutatis mutandis; provided that “Closing Date” therein shall refer to the interest in date of such written notice to the benefits and obligations of Seller. If the Buyer Portion under does not provide such Shared Contract and notice of assignment within 75 days after the applicable Closing Date, the Seller or its applicable Affiliate shall receive the interest in the benefits and obligations of the Sellers Portion under such Shared Contract, it being understood that no Party shall have a right to terminate, waive, amend or modify all or any liability rights under the Retained Shared Contracts and shall have no further obligations to the other Party for the failure Buyer in respect of any third party to perform its obligations under any such Retained Shared Contract. (b) Nothing in this Section 2.9 shall require either Party Contracts or any of 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 out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be paid by Sellers). 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 2.9(a)rights thereunder.

Shared Contracts. (a) Except as set forth on Section 2.9(aFrom the date hereof until the date that is twelve (12) of months following the Sellers Disclosure Schedules, prior to and, to the extent necessary, from and after Closing, the Parties Parent and Buyer shall, and shall cause their respective Affiliates to, use their respective reasonable best efforts to work together (and, if necessary and desirable, to work with the third party to such Shared Contractany applicable counterparty) in an effort to divide, partially assign, modify or and/or replicate (in whole or in part) the respective rights and obligations under and in respect of any Shared Contract, including each Contract set forth on Section 5.29 of the of the Parent Disclosure Letter, such that as of Closing or as promptly as practicable thereafter (ai) Buyer or a Business Company is the beneficiary of the rights and is responsible for the obligations related to that of the portion of such Shared Contract relating related to the Business (the “Buyer Portion”), which rights shall be Additional Acquired Assets and which obligations shall be Assumed Liabilities, and (bii) the applicable Seller, Parent or its applicable Affiliate, an Affiliate of Parent (other than a Business Company) is the beneficiary of the rights and is responsible for the obligations related to of the portion of such Shared Contract not relating related to the Business (the “Sellers Portion”), which rights shall be Excluded Assets and which obligations shall be Excluded 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 applicableRetained Business. If the Parties, Parent and Buyer or their respective Affiliates, as applicable, Affiliates are not able to enter into an arrangement to formally divide, partially assign, modify and/or replicate (in whole or replicate such in part) the rights and obligations under and in respect of any Shared Contract prior to the Closing as contemplated by the previous sentenceClosing, then the Parties Parent and Buyer shall, and shall cause their respective Affiliates to, use their reasonable best efforts (A) to work together to effect the division, partial assignment, modification and/or replication of such Shared Contract as promptly thereafter practicable and (B) to cooperate in any lawful, contractually permissible and commercially reasonable and permissible arrangement to provide thatarrangement, including a subcontracting or sublicensing arrangement, under which, following the Closing and until the earlier of (x) the end of the current term of such Shared Contract and (y) the date that is two (2) years after on which the Closing Date or such time as the formal division, partial assignment, modification or and/or replication of such Shared Contract as contemplated by the previous sentence this Section 5.29 is effected, (i) Buyer or a Business Company shall receive the interest in the benefits and obligations of the Buyer Portion under portion of such Shared Contract related to the Business and the applicable Seller (ii) Parent or its applicable an Affiliate of Parent (other than a Business Company) shall receive the interest in the benefits and obligations of the Sellers Portion under portion of such Shared Contract, it being understood that no Party shall have any liability Contract related to the other Party for the failure of any third party to perform its obligations under any such Shared ContractRetained Business. (b) Nothing in this Section 2.9 shall require either Party Notwithstanding the foregoing, none of Parent, Buyer or any of their respective Affiliates shall be obligated to contribute capitaluse any efforts to divide, pay partially assign, modify, replicate or grant otherwise provide an interest in the benefits or obligations of any consideration portion of any Shared Contract (i) with respect to a Shared Contract to be held by Parent or concession in any form (including providing any letter an Affiliate of credit, guaranty or other financial accommodation) to any Person Parent (other than reasonable out-of-pocket expensesa Business Company) to the extent that, attorneys’ fees and recording immediately following the Closing, the services or similar feesbenefits to the Business under such Shared Contract are provided after the Closing to Buyer or a Business Company pursuant to the Transition Services Agreement or another Transaction Document or (ii) with respect to a Shared Contract to be held by a Business Company immediately following the Closing, all the services or benefits to the Retained Business under such Shared Contract are provided after the Closing to Parent or an Affiliate of which shall be paid by Sellers). For Parent (other than a Business Company) pursuant to the avoidance of doubt, reasonable out-of-pocket expenses and recording Transition Services Agreement 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 2.9(a)another Transaction Document.

Shared Contracts. (a) Except as set forth on Section 2.9(aFrom and after the Effective Date, until the earlier of (i) 12 months following the Closing and (ii) the termination of the Sellers Disclosure Schedulesrelevant Shared Contract, prior Seller and Purchaser shall reasonably cooperate with each other, and use their respective reasonable best efforts, (i) to notify the third party that is the counterparty to each Shared Contract and, to the extent necessaryreasonably within the contractual control of Seller or Purchaser or their respective Affiliates, as the case may be, to cause the applicable Shared Contract to be apportioned (including by seeking the consent of such counterparty to enter into a new Contract or amendment, splitting or assigning in relevant part such Shared Contract) between (A) the Company Group and (B) Seller and its Affiliates, pursuant to which Seller or one of its Affiliates will assume all of the rights and obligations under such Shared Contract that relate to the Seller Business, on the one hand, and the Company Group will assume all of the rights and obligations under such Shared Contract that relate to the Business, on the other hand, and (ii) to the extent reasonably within the contractual control of Seller or Purchaser or their respective Affiliates, in the case of Seller and its Affiliates cause the applicable counterparty to release the Company Group, as applicable, from the obligations of Seller and its Affiliates arising after the Closing Date under the portion of the Shared Contract apportioned to Seller and its Affiliates and, in the case of the Company Group, cause the applicable counterparty to release Seller and its Affiliates from the obligations of the Company Group arising after the Closing Date under the portion of the Shared Contract apportioned to the Company Group, in each case, on terms mutually agreed by the Parties. From and after Closingthe Effective Date, the Parties shallshall take actions reasonably necessary to allocate rights and obligations under such Shared Contracts in accordance with the foregoing; provided, however, that (1) in no event shall any Party be required to assign (or amend), either in its entirety or in part, any Shared Contract that is not assignable (or cannot be amended) by its terms without obtaining one or more consents or approvals unless such consents or approvals are obtained; provided, that, such Party uses reasonable best efforts to obtain such consent or approval and (2) if any Shared Contract cannot be so partially assigned by its terms or otherwise, or cannot be amended, without such consent or approval which is not able to be obtained notwithstanding the Parties’ efforts pursuant to clause (1), the Parties will, until the expiration or termination of the applicable Shared Contract, reasonably cooperate and use reasonable best efforts to establish, in compliance with Law, a mutually acceptable agency type or other similar alternative arrangement intended to both (I) provide the Company Group, to the fullest extent practicable under such Shared Contract, the rights and obligations of those parts related to the Business (including by means of any subcontracting, sublicensing or subleasing arrangement) and (II) provide Seller and its Affiliates, to the fullest extent practicable under such Shared Contract, the rights and obligations of those parts related to the Seller Business (including by means of any subcontracting, sublicensing or subleasing arrangement); provided, further, that such arrangements shall cause their Affiliates tonot result in a breach or violation of such Shared Contract by Seller or its Affiliates. If Seller or any of its Affiliates, on the one hand, or Purchaser or any of its Affiliates, on the other hand, receives any benefit or payment which under any Shared Contract was intended for the other, Seller and Purchaser will 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 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 (a) Buyer is the beneficiary of the rights and is responsible for the obligations related to that portion of such Shared Contract relating to the Business (the “Buyer Portion”), which rights shall be Additional Acquired Assets and which obligations shall be Assumed Liabilitiesto, and (b) the 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 Business (the “Sellers Portion”), which rights shall be Excluded Assets and which obligations shall be Excluded 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 Affiliates, 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 Affiliates toto (including, cooperate in any reasonable and permissible arrangement with respect to provide thatPurchaser, following the Closing and until the earlier of the date that is two (2) years after the Closing Date Company Group), promptly deliver such benefit or such time as the formal division, partial assignment, modification or replication of such Shared Contract as contemplated by the previous sentence is effected, Buyer shall receive the interest in the benefits and obligations of the Buyer Portion under such Shared Contract and the applicable Seller or its applicable Affiliate shall receive the interest in the benefits and obligations of the Sellers Portion under such Shared Contract, it being understood that no Party shall have any liability payment to the other Party for the failure of any third party to perform its obligations under any such Shared ContractParty. (b) Nothing in Notwithstanding any provision of this Agreement to the contrary (including any obligation to use any efforts with respect to any Shared Contract pursuant to Section 2.9 shall require either Party or 6.03(a)), (i) neither Seller, nor any of their respective Affiliates its Affiliates, including the Company Group prior to contribute capitalthe Closing, shall have any obligation whatsoever to (A) amend, terminate or modify any Contract (except as expressly contemplated by Section 6.03(a)), (B) pay any consideration or grant any consideration accommodation (financial or concession in any form (including providing any letter of credit, guaranty or other financial accommodationotherwise) to any Person or incur any Liability (other than reasonable out-of-pocket expensesgeneral internal costs, overhead and use of internal personnel and assets or infrastructure) for the purpose of obtaining any Consent in connection with performing its obligations under Section 6.03(a), (C) other than professional fees (including attorneys’ fees and recording fees) incurred by Seller or similar feesany of its Affiliates in connection therewith, all of which shall be paid by Sellers). For the avoidance of doubt, reasonable out-of-pocket pay any costs or 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 third party in the course of connection with obtaining such Consent or (D) litigate or otherwise commence or participate in any Proceeding in connection with performing its obligations under Section 6.03(a), and (ii) it is understood and agreed that, notwithstanding a Party’s obligation performance of its obligations under Section 2.9(a6.03(a), certain required Consents may not be obtained, and the receipt of any such required Consent shall not be a condition to the consummation of the Transactions. Without limiting the foregoing, neither Party, nor any of its Affiliates, shall have any Liability whatsoever arising out of or relating to the failure to obtain any Consent to the extent such Party has performed its obligations under Section 6.03(a). Purchaser acknowledges that no representation, warranty or covenant of Seller contained herein shall be breached or deemed inaccurate or breached, and no condition shall be deemed not satisfied, solely as a result of (i) the failure to obtain any such Consent, (ii) any termination of any Shared Contract or (iii) any Proceeding commenced or threatened by or on behalf of any Person arising out of or relating to the failure to obtain any such Consent or any such termination.

Shared Contracts. (a) Except BridgeBio and its Subsidiaries are party to certain Contracts as set forth on in Section 2.9(a) 6.8 of the Sellers BridgeBio Disclosure Schedules, prior to and, Letter that relate both to the extent necessaryAcquired Assets and the Excluded Assets (each, from a “Shared Contract”). Prior to and after the Closing, until earlier of (i) the Parties expiration or termination date of the applicable Shared Contract and (ii) twenty-four (24) months following the Closing Date, each of BridgeBio and the Company shall, and shall cause their Affiliates respective Subsidiaries to, use their respective commercially reasonable best efforts to work together obtain from, and to cooperate in obtaining from, and shall, and shall cause their respective Subsidiaries to enter into with, or issue notice to (andas applicable), if necessary each Third Party to a Shared Contract (whether or not listed on Section 4.19 of the BridgeBio Disclosure Letter), either (A) a separate contract or agreement (a “New Contract”) or (B) a partial assignment (a “Partial Assignment”), in each case, in a form reasonably acceptable to BridgeBio and desirablethe Company that allocates the rights and obligations of BridgeBio and its Subsidiaries and the Company and the Acquired Subsidiaries, to work with as applicable, under each such Shared Contract as between the third party Acquired Assets, on the one hand, and the Excluded Assets, on the other hand. (b) Prior to such Shared Contract) entry into such New Contract or Partial Assignment in an effort to divideaccordance with Section 6.8(a), partially assign, modify or replicate until earlier of (in whole or in parti) the expiration or termination date of the applicable Shared Contract and (ii) twenty-four (24) months following the Closing Date, each of BridgeBio and the Company shall, and shall cause their respective Subsidiaries to (A) cooperate in good faith and use their respective commercially reasonable efforts (with each party being responsible for its own out-of-pocket expenses) to enter into such New Contract or Partial Assignment in accordance with Section 6.8(a) as promptly as practicable after the Closing and (B) until the entry into such New Contract or Partial Assignment, enter into an arrangement under which the Company (and/or one of its Subsidiaries) or BridgeBio (and/or one of its Subsidiaries) will, in compliance with Law, obtain the economic benefits of, and assume the obligations and bear the economic burdens associated with, the Acquired Assets or the Excluded Assets, respectively, under any such Shared Contract (including by separating, dividing, modifying, replicating or novating such rights and obligations under and in respect of any Shared Contract, such that as of Closing or as promptly as practicable thereafter (a) Buyer is the beneficiary of the rights and is responsible for the obligations related to that portion of such Shared Contract relating to the Business (the “Buyer Portion”), which rights shall be Additional Acquired Assets and which obligations shall be Assumed Liabilities, and (b) the 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 Business (the “Sellers Portion”), which rights shall be Excluded Assets and which obligations shall be Excluded 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 Affiliates, 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 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 or such time as the formal division, partial assignment, modification or replication of such Shared Contract as contemplated by the previous sentence is effected, Buyer shall receive the interest in the benefits and obligations of the Buyer Portion under such Shared Contract and the applicable Seller or its applicable Affiliate shall receive the interest in the benefits and obligations of the Sellers Portion under such Shared Contract, it being understood that no Party shall have 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 2.9 shall require either Party or any of 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 out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which shall be paid by Sellers). 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 2.9(a).

Shared Contracts. (a) Except as set forth on Section 2.9(a) From the date of this Agreement until the Sellers Disclosure Schedules, prior to and, to the extent necessary, from and after Closing, the Parties parties hereto shall, and shall cause their Affiliates respective Subsidiaries to, use their respective commercially reasonable best efforts to work together (and, if necessary and desirable, to work with the third party or third parties to such any 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 upon and following the Closing or as promptly as practicable thereafter (a) Buyer Purchaser or a Purchaser Subsidiary (including a Transferred Group Member) is the beneficiary of the rights rights, and is responsible for the obligations obligations, related to that the portion of such Shared Contract relating to the North American Business (the “Buyer Purchaser Portion”), which rights shall be Additional Acquired Assets and which obligations shall be Assumed Liabilities, and (b) the applicable Seller, Parent or its applicable Affiliate, a Parent Subsidiary (other than a Transferred Group Member) is the beneficiary of the rights rights, and is responsible for the obligations obligations, related to the portion of such Shared Contract not relating to the North American Business (the “Sellers Parent Portion”), which rights shall be Excluded Assets and which obligations shall be Excluded 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, parties hereto or their respective Affiliates, as applicable, Subsidiaries are not able to enter into an arrangement to formally divide, partially assign, modify or replicate (in whole or in part) the rights and obligations under and in respect of any such Shared Contract prior to the Closing as contemplated by the previous sentenceimmediately preceding sentence prior to the Closing, then the Parties Closing shall nonetheless take place on the terms set forth herein and, thereafter, Purchaser and Parent shall, and shall cause their respective Affiliates Subsidiaries to, use their commercially reasonable efforts to cooperate (each at its own expense) in any lawful, contractually permissible and commercially reasonable and permissible arrangement to provide thatunder which, following the Closing and until the earlier of the date that is two (2) years after the Closing Date or such time as and the formal date on which the division, partial assignment, modification or replication of such Shared Contract as contemplated by the previous immediately preceding sentence is effected, Buyer Purchaser or a Purchaser Subsidiary (including a Transferred Group Member) shall receive the interest in the benefits and obligations of the Buyer Purchaser Portion under such Shared Contract and the applicable Seller Parent or its applicable Affiliate a Parent Subsidiary (other than a Transferred Group Member) shall receive the interest in the benefits and obligations of the Sellers Parent Portion under such Shared Contract. In the event any payment, it being understood that no Party shall have any liability to the other Party for the failure of fee or charge is required by any third party to perform its obligations under divide, partially assign, modify or replicate any such Shared Contract. (b) Nothing in this Section 2.9 shall require either Party , such payment, fee or any of 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 out-of-pocket expenses, attorneys’ fees and recording or similar fees, all of which charge shall be paid borne equally by Sellers). For the avoidance of doubt, reasonable out-of-pocket expenses Parent 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 2.9(a)Purchaser.

Shared Contracts. From the date hereof until the date that is one (a1) Except as set forth on Section 2.9(a) of year following the Sellers Disclosure SchedulesClosing Date, prior to and, to the extent necessary, from and after Closing, the Parties Seller shall, and shall cause their its Affiliates to, and from and after the Closing, Buyer shall cause the Group Companies 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 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 that, following the Closing, (i) an AC Subsidiary or as promptly as practicable thereafter (a) its designee proposed by Buyer is the beneficiary of the rights and is responsible for the obligations related to that portion of under such Shared Contract to the extent relating to the Business (the “Buyer Company Portion”), which rights shall be Additional Acquired Assets an asset of and which obligations shall be Assumed Liabilitiesa liability of the applicable AC Subsidiary or designee of Buyer, and (bii) the applicable Seller, Seller or its applicable Affiliate, designee is the beneficiary of the rights and is responsible for the obligations related to under such Shared Contract not to the extent relating to the Retained Business (the “Sellers Seller Portion”), which rights shall be Excluded Assets an asset of and which obligations shall be Excluded Liabilitiesa liability of Seller or its designee. Nothing in this Agreement shall require the division, partial assignment, modification or replication of a If any Shared Contract unless and until any necessary Consents are obtained or made, as applicable. If the Parties, or their respective Affiliates, as applicable, are cannot able to enter into an arrangement to formally dividebe so divided, partially assignassigned, modify modified or replicate replaced (in whole or in part) prior to the Closing, until the earlier of (x) the date on which the term of such Shared Contract prior to expires in accordance with its terms, (y) the Closing as contemplated by the previous sentence, then the Parties shall, and shall cause their respective Affiliates to, cooperate in any reasonable and permissible arrangement to provide that, date that is one (1) year following the Closing and until the earlier of (z) the date that is two (2) years after the Closing Date or on which such time as the formal division, partial assignment, modification or replication of such Shared Contract as contemplated by the previous sentence is effected, Seller and Buyer shall cooperate in any commercially reasonable arrangement to provide that (A) the designee appointed by the Buyer shall receive the interest in the benefits and obligations burdens of the Buyer Company Portion under of such Shared Contract and the applicable (B) Seller or its applicable Affiliate designee shall receive the interest in the benefits and obligations burdens of the Sellers Seller Portion under of such Shared Contract. The Seller acknowledges and agrees that upon the reasonable request of ▇▇▇▇▇, it being understood that no Party shall have any liability to the other Party Seller will, or will cause an Affiliate to, exercise Prudent Efforts in order for the failure Buyer to be able to fully realize the Company Portion of any third party to perform its rights and obligations under any such Shared Contract. (b) Contracts. Nothing in this Section 2.9 6.16 shall require either Party Seller, Buyer or any of their respective Affiliates to contribute capital, pay or commit to pay any amount to (or incur any obligation or grant any consideration or concession in favor of) any form (Person, including providing any letter of credit, guaranty or other financial accommodation) counterparty to any Person (other than reasonable out-of-pocket expensesShared Contract, attorneys’ fees and recording in connection with any division, partial assignment, modification or similar fees, all of which shall be paid by Sellers). 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 replication of any asset secured to replace an asset in the course of a Party’s obligation under Section 2.9(a)Shared Contract.

Shared Contracts. The Company Stockholder and Parent acknowledge that the Company Stockholder and/or its Subsidiaries or Affiliates (aother than the Company and its Subsidiaries) Except as are parties to certain Contracts with one or more third parties that relate to, or under which the rights of the Company Stockholder and/or its Subsidiaries or Affiliates (other than the Company and its Subsidiaries) are exercised for the benefit of the Company and its Subsidiaries, including such contracts set forth on in Section 2.9(a7.24(a) of the Sellers Company Disclosure SchedulesSchedule, prior and that otherwise relate in part to andboth the Business, on the one hand, and the Retained Business, on the other hand (the “Shared Contracts”); provided that in no event shall the Shared Contracts include any Contract that is a Contract solely among the Company Stockholder and any of its Subsidiaries, enterprise-wide Contracts used generally in the business and operations of TIH Parent and its Subsidiaries or Contracts the benefit of which are provided pursuant to the extent necessaryTransition Services Agreement. Subject to applicable Law, from unless the Company Stockholder or its applicable Subsidiary and after ClosingParent otherwise agree or the benefits of any Shared Contract described in this Section 7.24(a) are otherwise expressly conveyed to the applicable party pursuant to this Agreement or any other Transaction Agreement, the Parties shall, Company Stockholder or its applicable Subsidiary and Parent shall cause their Affiliates to, cooperate with each other and 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 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 (a) Buyer is the beneficiary of the rights and is responsible for the obligations related to that portion of such Shared Contract relating to the Business (the “Buyer Portion”), which rights shall be Additional Acquired Assets and which obligations shall be Assumed Liabilities, and (b) the 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 Business (the “Sellers Portion”), which rights shall be Excluded Assets and which obligations shall be Excluded 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 Affiliates, 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 to (i) cause each Shared Contract to be apportioned (including by using their respective reasonable best efforts to obtain the previous sentenceapproval of such counterparty to enter into a new contract or amendment, then or splitting or assigning in relevant part such Shared Contract), or (ii) establish a reasonable and lawful arrangement designed to provide the Parties shallCompany with the rights and benefit of those parts of the Shared Contract that relate to the Business, including all related assets, licenses, services, and financial commitments to the extent primarily related to the Business, and shall cause their respective Affiliates toassume the burden of any liabilities to the extent related to the Business, cooperate in any reasonable and permissible arrangement each case, to provide that, following the Closing and until the earlier be effective as of the date that is two (2) years Closing. From and after the Closing Date Closing, (A) (1) Parent shall reimburse, indemnify and hold harmless the Company Stockholder and its Subsidiaries against all losses arising from or such time as relating to the formal division, partial assignment, modification or replication portion of such any Shared Contract as contemplated by apportioned to the previous sentence is effectedCompany and its Subsidiaries (whether or not any necessary consent to such apportionment has been received) and the Company Stockholder shall reimburse, Buyer shall receive indemnify and hold harmless Parent and its Subsidiaries against all losses arising from or relating to the interest in the benefits and obligations portion of the Buyer Portion under such any Shared Contract and the applicable Seller or its applicable Affiliate shall receive the interest in the benefits and obligations of the Sellers Portion under such Shared Contract, it being understood that no Party shall have any liability apportioned 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 2.9 shall require either Party or any of 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 out-of-pocket expenses, attorneys’ fees Company Stockholder and recording or similar fees, all of which shall be paid by Sellers). 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 2.9(a).its