{"component": "clause", "props": {"groups": [{"snippet": "The Parties shall, and shall cause the members of their respective Groups to, use their respective reasonable best efforts to work together (and, if necessary and desirable, to work with the third party to such Shared Contract) in an effort to divide, partially assign, modify or replicate (in whole or in part) the respective rights and obligations under and in respect of any Shared Contract, such that (a) a member of the Kenvue Group is the beneficiary of the rights and is responsible for the obligations related to that portion of such Shared Contract relating to the Kenvue Business (the \u201cKenvue Portion\u201d), which rights shall be a Kenvue Asset and which obligations shall be a Kenvue Liability, and (b) a member of the J&J Group is the beneficiary of the rights and is responsible for the obligations related to such Shared Contract not relating to the Kenvue Business (the \u201cJ&J Portion\u201d), which rights shall be a J&J Asset and which obligations shall be a J&J Liability. If the Parties, or their respective Group members, as applicable, are not able to enter into an arrangement to formally divide, partially assign, modify or replicate such Shared Contract on or prior to the Separation Date as contemplated by the previous sentence, then the Parties shall, and shall cause their respective Group members to, reasonably cooperate in any lawful arrangement to provide that, following the Separation Closing and until the earlier of five years after the Separation Date and such time as the formal division, partial assignment, modification or replication of such Shared Contract as contemplated by the previous sentence is effected, a member of the Kenvue Group shall receive the interest in the benefits and obligations of the Kenvue Portion under such Shared Contract and a member of the J&J Group shall receive the interest in the benefits and obligations of the J&J Portion under such Shared Contract; provided, that if, following such five-year period, any such Shared Contract remains in effect and the formal division, partial assignment, modification or replication of such Shared Contract as contemplated by the previous sentence has not yet been effected, the Parties shall discuss in good faith extending any such lawful arrangement then in place. Nothing in this Section 2.04 shall require (x) the division, partial assignment, modification or replication of a Shared Contract unless and until any necessary Consents are obtained or made, as applicable, or (y) unless otherwise agreed by the Parties, either Party or any member of their respective Groups to pay or grant any consideration or concession in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person (other than reasonable out-of-pocket expenses, attorneys\u2019 fees and recording or similar fees, all of which, if incurred following the Separation Closing, shall be borne by Kenvue (and Kenvue shall promptly reimburse members of the J&J Group upon request for any such expenses or fees incurred thereby)).", "samples": [{"hash": "ikHGCOlfoyn", "uri": "/contracts/ikHGCOlfoyn#shared-contracts", "label": "Separation Agreement (Kenvue Inc.)", "score": 34.3470230103, "published": true}, {"hash": "a9VhLQhrkgG", "uri": "/contracts/a9VhLQhrkgG#shared-contracts", "label": "Separation Agreement (Johnson & Johnson)", "score": 34.3470230103, "published": true}, {"hash": "822CEGV92Jn", "uri": "/contracts/822CEGV92Jn#shared-contracts", "label": "Separation Agreement (Kenvue Inc.)", "score": 34.3086929321, "published": true}], "snippet_links": [{"key": "the-parties-shall", "type": "clause", "offset": [0, 17]}, {"key": "the-members", "type": "clause", "offset": [35, 46]}, {"key": "reasonable-best-efforts", "type": "definition", "offset": [99, 122]}, {"key": "the-third-party", "type": "definition", "offset": [187, 202]}, {"key": "shared-contract", "type": "clause", "offset": [211, 226]}, {"key": "to-divide", "type": "definition", "offset": [241, 250]}, {"key": "rights-and-obligations", "type": "clause", "offset": [327, 349]}, {"key": "in-respect-of", "type": "clause", "offset": [360, 373]}, {"key": "a-member-of-the", "type": "clause", "offset": [409, 424]}, {"key": "kenvue-group", "type": "definition", "offset": [425, 437]}, {"key": "the-rights", "type": "clause", "offset": [460, 470]}, {"key": "responsible-for", "type": "clause", "offset": [478, 493]}, {"key": "the-obligations", "type": "clause", "offset": [494, 509]}, {"key": "related-to", "type": "clause", "offset": [510, 520]}, {"key": "relating-to", "type": "definition", "offset": [558, 569]}, {"key": "kenvue-business", "type": "definition", "offset": [574, 589]}, {"key": "obligations-shall", "type": "definition", "offset": [661, 678]}, {"key": "jj-group", "type": "definition", "offset": [726, 735]}, {"key": "group-members", "type": "definition", "offset": [1015, 1028]}, {"key": "to-enter", "type": "definition", "offset": [1058, 1066]}, {"key": "the-separation-date", "type": "clause", "offset": [1181, 1200]}, {"key": "to-provide", "type": "clause", "offset": [1365, 1375]}, {"key": "following-the", "type": "definition", "offset": [1382, 1395]}, {"key": "separation-closing", "type": "clause", "offset": [1396, 1414]}, {"key": "five-years", "type": "definition", "offset": [1440, 1450]}, {"key": "the-formal", "type": "clause", "offset": [1494, 1504]}, {"key": "partial-assignment", "type": "definition", "offset": [1515, 1533]}, {"key": "the-interest", "type": "clause", "offset": [1684, 1696]}, {"key": "obligations-of-the", "type": "clause", "offset": [1717, 1735]}, {"key": "year-period", "type": "definition", "offset": [1953, 1964]}, {"key": "contract-remains-in-effect", "type": "clause", "offset": [1982, 2008]}, {"key": "in-good-faith", "type": "definition", "offset": [2200, 2213]}, {"key": "in-place", "type": "definition", "offset": [2257, 2265]}, {"key": "nothing-in-this-section", "type": "clause", "offset": [2267, 2290]}, {"key": "the-division", "type": "clause", "offset": [2314, 2326]}, {"key": "necessary-consents", "type": "definition", "offset": [2418, 2436]}, {"key": "by-the-parties", "type": "clause", "offset": [2505, 2519]}, {"key": "either-party", "type": "clause", "offset": [2521, 2533]}, {"key": "to-pay", "type": "clause", "offset": [2575, 2581]}, {"key": "in-any-form", "type": "definition", "offset": [2623, 2634]}, {"key": "any-letter-of-credit", "type": "clause", "offset": [2656, 2676]}, {"key": "financial-accommodation", "type": "clause", "offset": [2696, 2719]}, {"key": "any-person", "type": "definition", "offset": [2724, 2734]}, {"key": "pocket-expenses", "type": "definition", "offset": [2765, 2780]}, {"key": "members-of-the", "type": "clause", "offset": [2951, 2965]}, {"key": "request-for", "type": "definition", "offset": [2981, 2992]}], "size": 77, "hash": "4d72f1d151177531ba66768f588e6774", "id": 1}, {"snippet": "The parties agree as follows:\n(a) At the written request of Freescale, Motorola will, and will cause other members of the Motorola Group to, to the extent permitted by the applicable Motorola Shared Contract and applicable law, make available to Freescale or applicable members of the Freescale Group the benefits and rights under the Motorola Shared Contracts (except where the benefits or rights under such Motorola Shared Contracts are specifically provided pursuant to an Ancillary Agreement) which are substantially equivalent to the benefits and rights enjoyed by the Motorola Group under each Motorola Shared Contract for which such request is made by Freescale, to the extent such benefits relate to the SPS Business; provided, however, that the applicable members of the Freescale Group will assume and discharge (or promptly reimburse Motorola for) the obligations and liabilities under the relevant Motorola Shared Contracts associated with the benefits and rights so made available to them.\n(b) At the written request of Motorola, Freescale will, and will cause other members of the Freescale Group to, to the extent permitted by the applicable Freescale Shared Contract and applicable law, make available to Motorola or applicable members of the Motorola Group the benefits and rights under the Freescale Shared Contracts (except where the benefits or rights under such Freescale Shared Contracts are specifically provided pursuant to an Ancillary Agreement) which are substantially equivalent to the benefits and rights enjoyed by the Freescale Group under each Freescale Shared Contract for which such request is made by Motorola, to the extent such benefits relate to the Motorola Business; provided, however, that the applicable members of the Motorola Group will assume and discharge (or promptly reimburse Freescale for) the obligations and liabilities under the relevant Freescale Shared Contracts associated with the benefits and rights so made available to them. The parties\u2019 rights and obligations pursuant to this Section 2.6 will terminate upon the earliest to occur of (i) the Distribution Date, (ii) the termination of Motorola\u2019s obligation to effect the Distribution pursuant to Section 9.14(b), and (iii) with respect to any Motorola Shared Contract or Freescale Shared Contract in particular, such time that the arrangement pursuant to this Section 2.6 is no longer permitted thereunder.", "samples": [{"hash": "bXuC07KxYs6", "uri": "/contracts/bXuC07KxYs6#shared-contracts", "label": "Master Separation and Distribution Agreement", "score": 31.3408622742, "published": true}, {"hash": "84rv9LIRwR9", "uri": "/contracts/84rv9LIRwR9#shared-contracts", "label": "Master Separation and Distribution Agreement (Freescale Semiconductor Inc)", "score": 21.0, "published": true}, {"hash": "5s6EZxj4RI2", "uri": "/contracts/5s6EZxj4RI2#shared-contracts", "label": "Master Separation and Distribution Agreement (Motorola Inc)", "score": 21.0, "published": true}], "snippet_links": [{"key": "the-parties-agree-as-follows", "type": "clause", "offset": [0, 28]}, {"key": "written-request", "type": "clause", "offset": [41, 56]}, {"key": "members-of-the", "type": "clause", "offset": [107, 121]}, {"key": "motorola-group", "type": "definition", "offset": [122, 136]}, {"key": "to-the-extent", "type": "clause", "offset": [141, 154]}, {"key": "the-applicable", "type": "clause", "offset": [168, 182]}, {"key": "motorola-shared-contract", "type": "definition", "offset": [183, 207]}, {"key": "applicable-law", "type": "definition", "offset": [212, 226]}, {"key": "available-to", "type": "definition", "offset": [233, 245]}, {"key": "freescale-group", "type": "definition", "offset": [285, 300]}, {"key": "benefits-and-rights", "type": "clause", "offset": [305, 324]}, {"key": "benefits-or-rights", "type": "definition", "offset": [379, 397]}, {"key": "ancillary-agreement", "type": "definition", "offset": [476, 495]}, {"key": "substantially-equivalent", "type": "definition", "offset": [507, 531]}, {"key": "contract-for", "type": "definition", "offset": [616, 628]}, {"key": "relate-to", "type": "definition", "offset": [698, 707]}, {"key": "sps-business", "type": "definition", "offset": [712, 724]}, {"key": "and-discharge", "type": "clause", "offset": [808, 821]}, {"key": "obligations-and-liabilities", "type": "definition", "offset": [863, 890]}, {"key": "the-relevant", "type": "clause", "offset": [897, 909]}, {"key": "associated-with", "type": "definition", "offset": [936, 951]}, {"key": "made-available", "type": "clause", "offset": [979, 993]}, {"key": "motorola-business", "type": "definition", "offset": [1688, 1705]}, {"key": "rights-and-obligations", "type": "clause", "offset": [1998, 2020]}, {"key": "section-26", "type": "clause", "offset": [2038, 2049]}, {"key": "the-distribution-date", "type": "definition", "offset": [2099, 2120]}, {"key": "termination-of", "type": "definition", "offset": [2131, 2145]}, {"key": "obligation-to", "type": "clause", "offset": [2157, 2170]}, {"key": "pursuant-to-section", "type": "definition", "offset": [2195, 2214]}, {"key": "with-respect-to", "type": "clause", "offset": [2234, 2249]}, {"key": "in-particular", "type": "clause", "offset": [2308, 2321]}, {"key": "the-arrangement", "type": "clause", "offset": [2338, 2353]}], "size": 13, "hash": "c49bf88cf16325d51b8f05aaf08a52b1", "id": 9}, {"snippet": "(a) Except as otherwise agreed by Sellers and Buyer or as otherwise expressly provided in this Agreement or the Ancillary Agreements (including with respect to any Contract identified by Buyer and Sellers as reasonably necessary for Buyer to continue operation of the Business upon termination of any service provided under the Transition Services Agreement), until the expiration or termination date of the applicable Shared Contract (assuming, for these purposes, that the then-current term in effect as of immediately prior to the Closing is not renewed or extended), the Parties shall (and shall cause their Affiliates to) use commercially reasonable efforts to obtain or structure an arrangement for Buyer to receive the rights and benefits, and bear the obligations and burdens, of the portion of such Shared Contract that relates to and is allocated to the Business, as reasonably agreed by the Parties, and is reasonably necessary for Buyer to continue operation of the Business upon termination of any service provided under the Transition Services Agreement, in each case, as reasonably agreed by the Parties\u037e provided, that Sellers and their respective Affiliates shall not be required to take any action that would, in the good-faith judgment of Sellers, constitute a breach or other contravention of the rights of any Person(s), be ineffective under, or contravene, applicable Law or any such Shared Contract or adversely affect the contractual rights of Sellers or any of their respective Affiliates. Buyer shall indemnify and hold harmless Sellers and their respective Affiliates for and against all Liabilities (including Tax Liabilities) arising out of or relating to each such arrangement. With respect to any Liability pursuant to, under or relating to any Shared Contract, such Liability shall be allocated between the applicable Seller, on the one hand, and Buyer, on the other hand, as follows: (i) if a Liability is incurred solely in respect of the Business or the other businesses of such Seller, such Liability shall be allocated to Buyer (to the extent it would otherwise constitute an Assumed Liability) or such Seller (to the extent it would otherwise constitute an Excluded Liability), and (ii) if a Liability cannot be so allocated under clause (i), such Liability shall be allocated to such applicable Seller or Buyer, as the case may be, based on the relative proportion of total benefit received by the Business (taking into account the extent to which such Liability would otherwise constitute an Assumed Liability or an Excluded Liability hereunder) and the other businesses of such Seller under the relevant Shared Contract, as reasonably determined by the Parties consistent with this Agreement. Notwithstanding the foregoing, each of Sellers and Buyer shall be responsible for any or all Liabilities arising from its (or its Affiliates\u2019) direct or indirect breach of any Shared Contract; provided, that neither Party shall be responsible for any Liabilities that arise from taking any action at the request of the other Party even if such action constitutes a direct or indirect breach of any Shared Contract.\n(b) Nothing in this Section 6.13 shall be construed so as to require any of the Parties or their respective Affiliates to pay money to any Third Party, commence any litigation or offer or grant any accommodation (financial or otherwise) to any Third Party in connection with the separation or transfer of, or otherwise in respect of, any Shared Contract. For the avoidance of doubt, neither Sellers nor Buyer shall be required to provide credit support for the other Party in respect of such other Party\u2019s portion of a Shared Contract.", "samples": [{"hash": "aNVvAzuAe8J", "uri": "/contracts/aNVvAzuAe8J#shared-contracts", "label": "Purchase Agreement (American Virtual Cloud Technologies, Inc.)", "score": 31.9322376251, "published": true}, {"hash": "2dRjiKBDNNu", "uri": "/contracts/2dRjiKBDNNu#shared-contracts", "label": "Purchase Agreement (Ribbon Communications Inc.)", "score": 31.9322376251, "published": true}, {"hash": "hyevK76cIgY", "uri": "/contracts/hyevK76cIgY#shared-contracts", "label": "Purchase Agreement (American Virtual Cloud Technologies, Inc.)", "score": 31.6091709137, "published": true}], "snippet_links": [{"key": "sellers-and-buyer", "type": "clause", "offset": [34, 51]}, {"key": "agreement-or", "type": "definition", "offset": [95, 107]}, {"key": "ancillary-agreements", "type": "clause", "offset": [112, 132]}, {"key": "with-respect-to", "type": "clause", "offset": [144, 159]}, {"key": "buyer-and-sellers", "type": "clause", "offset": [187, 204]}, {"key": "for-buyer", "type": "definition", "offset": [229, 238]}, {"key": "operation-of-the-business", "type": "clause", "offset": [251, 276]}, {"key": "upon-termination-of", "type": "clause", "offset": [277, 296]}, {"key": "service-provided", "type": "clause", "offset": [301, 317]}, {"key": "transition-services-agreement", "type": "definition", "offset": [328, 357]}, {"key": "date-of", "type": "clause", "offset": [396, 403]}, {"key": "the-applicable", "type": "clause", "offset": [404, 418]}, {"key": "shared-contract", "type": "clause", "offset": [419, 434]}, {"key": "current-term", "type": "definition", "offset": [480, 492]}, {"key": "in-effect", "type": "definition", "offset": [493, 502]}, {"key": "prior-to-the-closing", "type": "clause", "offset": [521, 541]}, {"key": "the-parties-shall", "type": "clause", "offset": [571, 588]}, {"key": "efforts-to-obtain", "type": "clause", "offset": [655, 672]}, {"key": "to-receive", "type": "definition", "offset": [711, 721]}, {"key": "rights-and-benefits", "type": "clause", "offset": [726, 745]}, {"key": "the-obligations", "type": "clause", "offset": [756, 771]}, {"key": "relates-to", "type": "definition", "offset": [829, 839]}, {"key": "allocated-to", "type": "definition", "offset": [847, 859]}, {"key": "by-the-parties", "type": "clause", "offset": [895, 909]}, {"key": "each-case", "type": "definition", "offset": [1072, 1081]}, {"key": "respective-affiliates", "type": "definition", "offset": [1153, 1174]}, {"key": "any-action", "type": "definition", "offset": [1205, 1215]}, {"key": "of-sellers", "type": "clause", "offset": [1255, 1265]}, {"key": "rights-of", "type": "clause", "offset": [1317, 1326]}, {"key": "applicable-law", "type": "definition", "offset": [1379, 1393]}, {"key": "adversely-affect", "type": "definition", "offset": [1425, 1441]}, {"key": "contractual-rights", "type": "definition", "offset": [1446, 1464]}, {"key": "buyer-shall", "type": "clause", "offset": [1515, 1526]}, {"key": "indemnify-and-hold-harmless", "type": "clause", "offset": [1527, 1554]}, {"key": "tax-liabilities", "type": "definition", "offset": [1638, 1653]}, {"key": "arising-out-of", "type": "definition", "offset": [1655, 1669]}, {"key": "relating-to", "type": "definition", "offset": [1673, 1684]}, {"key": "pursuant-to", "type": "clause", "offset": [1738, 1749]}, {"key": "applicable-seller", "type": "definition", "offset": [1839, 1856]}, {"key": "the-other-hand", "type": "clause", "offset": [1889, 1903]}, {"key": "in-respect-of", "type": "clause", "offset": [1955, 1968]}, {"key": "other-businesses", "type": "clause", "offset": [1989, 2005]}, {"key": "to-buyer", "type": "definition", "offset": [2056, 2064]}, {"key": "to-the-extent", "type": "clause", "offset": [2066, 2079]}, {"key": "assumed-liability", "type": "clause", "offset": [2113, 2130]}, {"key": "excluded-liability", "type": "definition", "offset": [2195, 2213]}, {"key": "under-clause", "type": "clause", "offset": [2263, 2275]}, {"key": "seller-or-buyer", "type": "clause", "offset": [2334, 2349]}, {"key": "the-case", "type": "definition", "offset": [2354, 2362]}, {"key": "based-on", "type": "definition", "offset": [2371, 2379]}, {"key": "relative-proportion", "type": "definition", "offset": [2384, 2403]}, {"key": "received-by", "type": "definition", "offset": [2421, 2432]}, {"key": "the-relevant", "type": "clause", "offset": [2632, 2644]}, {"key": "consistent-with", "type": "definition", "offset": [2702, 2717]}, {"key": "notwithstanding-the-foregoing", "type": "clause", "offset": [2734, 2763]}, {"key": "responsible-for", "type": "clause", "offset": [2800, 2815]}, {"key": "direct-or-indirect", "type": "clause", "offset": [2877, 2895]}, {"key": "breach-of-any", "type": "clause", "offset": [2896, 2909]}, {"key": "neither-party-shall", "type": "clause", "offset": [2942, 2961]}, {"key": "arise-from", "type": "definition", "offset": [3002, 3012]}, {"key": "the-request", "type": "clause", "offset": [3034, 3045]}, {"key": "other-party", "type": "clause", "offset": [3053, 3064]}, {"key": "nothing-in-this-section", "type": "clause", "offset": [3153, 3176]}, {"key": "of-the-parties", "type": "clause", "offset": [3222, 3236]}, {"key": "to-pay", "type": "clause", "offset": [3268, 3274]}, {"key": "third-party", "type": "definition", "offset": [3288, 3299]}, {"key": "in-connection-with", "type": "clause", "offset": [3405, 3423]}, {"key": "transfer-of", "type": "clause", "offset": [3442, 3453]}, {"key": "for-the-avoidance-of-doubt", "type": "clause", "offset": [3504, 3530]}, {"key": "to-provide", "type": "clause", "offset": [3576, 3586]}, {"key": "credit-support", "type": "definition", "offset": [3587, 3601]}], "size": 64, "hash": "0a9c02b501797fab0a995841ef576039", "id": 2}, {"snippet": "(i) Prior to the Closing, DevCo shall, and shall cause its Subsidiaries (including members of the DevCo Group) to, use their respective reasonable best efforts to obtain from, and to cooperate in obtaining from, and shall, and shall cause its Subsidiaries (including members of the DevCo Group) to enter into, with each third party to a Shared Contract, either (A) a separate contract or agreement in a form reasonably acceptable to DevCo and SpinCo (a \u201cNew SpinCo Contract\u201d) that allocates the rights and obligations of DevCo and its Subsidiaries under each Shared Contract as between the DevCo Business, on the one hand, and the SpinCo Business, on the other hand, and which are otherwise substantially similar in all material respects to such Shared Contract or (B) a contract or agreement in a form reasonably acceptable to DevCo and SpinCo effective as of the Effective Time (the \u201cPartial Assignments and Releases\u201d) that (x) assigns the rights and obligations under such Shared Contract solely to the extent related to the SpinCo Business and arising after the Effective Time to the SpinCo Group and (y) releases the DevCo Group from all liabilities or obligations with respect to the SpinCo Business that arise after the Effective Time. Any New SpinCo Contracts that relate to the SpinCo Business (the \u201cSpinCo Business Contracts\u201d) shall be entered into by one or more members of the SpinCo Group effective as of the Effective Time and shall allocate to SpinCo or other member of the SpinCo Group all rights and obligations of DevCo and its Subsidiaries (other than members of the SpinCo Group) under the applicable Shared Contract being replaced to the extent such rights and obligations relate to the SpinCo Business and arise after the Effective Time. All purchase commitments under the Shared Contracts shall be allocated under the SpinCo Business Contracts or the Partial Assignments and Releases as between the DevCo Business, on the one hand, and the SpinCo Business, on the other hand, in an equitable manner that is mutually and reasonably agreed to by the DevCo Group and the SpinCo Group. In connection with the entering into of New SpinCo Contracts, the Parties shall use their reasonable best efforts to ensure that members of the DevCo Group are released by the third party with respect to all liabilities and obligations relating to the SpinCo Business and arising after the Effective Time.\n(ii) In the event that any third party under a Shared Contract does not agree to enter into a New SpinCo Contract or Partial Assignment and Release consistent with this Section 2.1(f), the Parties shall in good faith seek mutually acceptable alternative arrangements for purposes of allocating rights and liabilities and obligations under such Shared Contract (provided that such arrangements shall not result in a breach or violation of such Shared Contract by any member of the DevCo Group). Such alternative arrangements may include a subcontracting, sublicensing or subleasing arrangement under which SpinCo and its Subsidiaries would, in compliance with Law, obtain the benefits under, and, to the extent first arising after the Effective Time, assume the obligations and bear the economic burdens associated with, such Shared Contract solely to the extent related to the SpinCo Business (or applicable portion thereof) or under which members of the DevCo Group would, upon the request of SpinCo, enforce for the benefit (and at the expense) of the SpinCo Group any and all of DevCo\u2019s and its Subsidiaries\u2019 rights against such third party under such Shared Contract solely to the extent related to the SpinCo Business (or applicable portion thereof), and the DevCo Group would promptly pay to the SpinCo Group when received all monies received by them (net of any applicable Taxes imposed on the DevCo Group) under such Shared Contract solely to the extent related to the SpinCo Business (or applicable portion thereof).\n(iii) With respect to Liabilities pursuant to, under or relating to a given Shared Contract relating to occurrences from and after the Effective Time, such Liabilities shall, unless otherwise allocated pursuant to this Agreement, be allocated between the DevCo Group and the SpinCo Group as follows:\n(A) If a Liability is incurred exclusively in respect of the SpinCo Business or exclusively in respect of the DevCo Business, such Liability shall be allocated to SpinCo or its applicable Subsidiary (in respect of the SpinCo Business) or DevCo or its applicable Subsidiary (in respect of the DevCo Business); and\n(B) If a Liability cannot be so allocated under clause (A) above, such Liability shall be allocated to the DevCo Group or the SpinCo Group, as the case may be, based on the relative proportions of total benefit received (over the term of the Shared Contract remaining as of the Effective Time, measured as of the date of the allocation) by the DevCo Business or the SpinCo Business under the relevant Shared Contract. Notwithstanding the foregoing, each of the DevCo Group and the SpinCo Group shall be responsible for any or all Liabilities arising from its (or its Subsidiary\u2019s) breach of the relevant Shared Contract to which this Section 2.1(f) otherwise pertains.\n(iv) If DevCo or any of its Subsidiaries, on the one hand, or SpinCo or any of its Subsidiaries, on the other hand, receives any benefit or payment which under any Shared Contract was intended for the other, DevCo will cause the DevCo Group to use, and SpinCo will cause the SpinCo Group to use, their respective reasonable best efforts to deliver such benefit or payment to the other Party.\n(v) From the date hereof until the Effective Time, and during the twelve (12)-month period immediately following the Effective Time, DevCo and SpinCo shall use commercially reasonable efforts to cooperate to obtain the Third-Party Consents. DevCo shall have no Liability whatsoever for failure to obtain any Third-Party Consent, except to the extent that such failure results from a failure to use commercially reasonable efforts as required by this Section 2.1(f)(v).", "samples": [{"hash": "jKTWh7rh6Fm", "uri": "/contracts/jKTWh7rh6Fm#shared-contracts", "label": "Separation and Distribution Agreement (Aimco OP L.P.)", "score": 31.8966464996, "published": true}, {"hash": "gmbubsTV9vx", "uri": "/contracts/gmbubsTV9vx#shared-contracts", "label": "Separation and Distribution Agreement (Apartment Income REIT Corp.)", "score": 31.8966464996, "published": true}, {"hash": "kUCyv1W5ppG", "uri": "/contracts/kUCyv1W5ppG#shared-contracts", "label": "Separation and Distribution Agreement (Aimco OP L.P.)", "score": 31.8446273804, "published": true}], "snippet_links": [{"key": "prior-to-the-closing", "type": "clause", "offset": [4, 24]}, {"key": "members-of-the", "type": "clause", "offset": [83, 97]}, {"key": "devco-group", "type": "definition", "offset": [98, 109]}, {"key": "obtain-from", "type": "clause", "offset": [163, 174]}, {"key": "to-enter", "type": "definition", "offset": [295, 303]}, {"key": "contract-or-agreement", "type": "definition", "offset": [376, 397]}, {"key": "new-spinco-contract", "type": "definition", "offset": [454, 473]}, {"key": "rights-and-obligations-of", "type": "clause", "offset": [495, 520]}, {"key": "devco-business", "type": "definition", "offset": [590, 604]}, {"key": "the-other-hand", "type": "clause", "offset": [651, 665]}, {"key": "substantially-similar", "type": "definition", "offset": [691, 712]}, {"key": "in-all-material-respects", "type": "definition", "offset": [713, 737]}, {"key": "effective-as-of-the", "type": "clause", "offset": [845, 864]}, {"key": "partial-assignments-and-releases", "type": "definition", "offset": [886, 918]}, {"key": "related-to", "type": "clause", "offset": [1013, 1023]}, {"key": "spinco-group", "type": "definition", "offset": [1088, 1100]}, {"key": "liabilities-or-obligations", "type": "clause", "offset": [1143, 1169]}, {"key": "with-respect-to", "type": "clause", "offset": [1170, 1185]}, {"key": "contracts-that", "type": "clause", "offset": [1258, 1272]}, {"key": "relate-to", "type": "definition", "offset": [1273, 1282]}, {"key": "spinco-business-contracts", "type": "definition", "offset": [1309, 1334]}, {"key": "entered-into", "type": "clause", "offset": [1346, 1358]}, {"key": "member-of-the", "type": "clause", "offset": [1475, 1488]}, {"key": "all-rights", "type": "clause", "offset": [1502, 1512]}, {"key": "the-applicable", "type": "clause", "offset": [1606, 1620]}, {"key": "such-rights", "type": "definition", "offset": [1666, 1677]}, {"key": "purchase-commitments", "type": "definition", "offset": [1764, 1784]}, {"key": "the-shared", "type": "clause", "offset": [1791, 1801]}, {"key": "equitable-manner", "type": "definition", "offset": [2005, 2021]}, {"key": "agreed-to-by-the", "type": "definition", "offset": [2054, 2070]}, {"key": "in-connection-with", "type": "clause", "offset": [2105, 2123]}, {"key": "entering-into", "type": "clause", "offset": [2128, 2141]}, {"key": "the-parties-shall", "type": "clause", "offset": [2167, 2184]}, {"key": "to-ensure", "type": "clause", "offset": [2219, 2228]}, {"key": "the-third-party", "type": "definition", "offset": [2277, 2292]}, {"key": "obligations-relating-to-the", "type": "clause", "offset": [2329, 2356]}, {"key": "in-the-event", "type": "clause", "offset": [2416, 2428]}, {"key": "agree-to", "type": "clause", "offset": [2483, 2491]}, {"key": "assignment-and-release", "type": "clause", "offset": [2536, 2558]}, {"key": "consistent-with", "type": "definition", "offset": [2559, 2574]}, {"key": "in-good-faith", "type": "definition", "offset": [2614, 2627]}, {"key": "alternative-arrangements", "type": "definition", "offset": [2653, 2677]}, {"key": "for-purposes-of", "type": "clause", "offset": [2678, 2693]}, {"key": "rights-and-liabilities", "type": "clause", "offset": [2705, 2727]}, {"key": "provided-that", "type": "clause", "offset": [2772, 2785]}, {"key": "breach-or-violation", "type": "clause", "offset": [2826, 2845]}, {"key": "compliance-with-law", "type": "clause", "offset": [3054, 3073]}, {"key": "the-benefits", "type": "clause", "offset": [3082, 3094]}, {"key": "the-obligations", "type": "clause", "offset": [3168, 3183]}, {"key": "associated-with", "type": "definition", "offset": [3214, 3229]}, {"key": "applicable-portion", "type": "definition", "offset": [3308, 3326]}, {"key": "the-request", "type": "clause", "offset": [3390, 3401]}, {"key": "pay-to", "type": "definition", "offset": [3702, 3708]}, {"key": "when-received", "type": "clause", "offset": [3726, 3739]}, {"key": "received-by", "type": "definition", "offset": [3751, 3762]}, {"key": "applicable-taxes", "type": "definition", "offset": [3780, 3796]}, {"key": "from-and-after-the-effective-time", "type": "clause", "offset": [4053, 4086]}, {"key": "pursuant-to-this-agreement", "type": "clause", "offset": [4139, 4165]}, {"key": "in-respect-of", "type": "clause", "offset": [4280, 4293]}, {"key": "allocated-to", "type": "definition", "offset": [4387, 4399]}, {"key": "applicable-subsidiary", "type": "definition", "offset": [4414, 4435]}, {"key": "under-clause", "type": "clause", "offset": [4592, 4604]}, {"key": "the-case", "type": "definition", "offset": [4693, 4701]}, {"key": "based-on", "type": "definition", "offset": [4710, 4718]}, {"key": "benefit-received", "type": "clause", "offset": [4753, 4769]}, {"key": "term-of-the", "type": "clause", "offset": [4780, 4791]}, {"key": "date-of", "type": "clause", "offset": [4863, 4870]}, {"key": "the-allocation", "type": "clause", "offset": [4871, 4885]}, {"key": "the-relevant", "type": "clause", "offset": [4938, 4950]}, {"key": "notwithstanding-the-foregoing", "type": "clause", "offset": [4968, 4997]}, {"key": "responsible-for", "type": "clause", "offset": [5053, 5068]}, {"key": "breach-of-the", "type": "clause", "offset": [5131, 5144]}, {"key": "payment-to-the", "type": "clause", "offset": [5583, 5597]}, {"key": "other-party", "type": "clause", "offset": [5598, 5609]}, {"key": "date-hereof", "type": "clause", "offset": [5624, 5635]}, {"key": "following-the-effective-time", "type": "clause", "offset": [5714, 5742]}, {"key": "reasonable-efforts-to-cooperate", "type": "clause", "offset": [5784, 5815]}, {"key": "party-consents", "type": "clause", "offset": [5836, 5850]}, {"key": "no-liability", "type": "clause", "offset": [5869, 5881]}, {"key": "failure-to-obtain", "type": "clause", "offset": [5897, 5914]}, {"key": "except-to-the-extent", "type": "clause", "offset": [5940, 5960]}, {"key": "failure-to-use-commercially-reasonable-efforts", "type": "clause", "offset": [5994, 6040]}, {"key": "as-required-by", "type": "clause", "offset": [6041, 6055]}], "size": 21, "hash": "8ea2e4466ff7ea869bcee30ff7ff259a", "id": 6}, {"snippet": "Prior to the Closing, the Seller and Purchaser shall use commercially reasonable efforts to work together and with the other parties to the contracts listed on Section 5.15 of the Seller Letter, if any (the \u201cShared Contracts\u201d), in an effort to (i) divide, modify and/or replicate (in whole or in part) the respective rights and obligations under the Shared Contracts and (ii) if possible, novate the respective rights and obligations under the Shared Contracts, such that, effective as of the Closing, (y) the Purchaser (or its designee) is the beneficiary of the rights and is responsible for the obligations related to that portion of the Shared Contract that is related to the Business or any Transferred Entity (the \u201cBusiness Portion\u201d) (so that, subsequent to the Closing, the Seller or its affiliates shall have no rights or obligations with respect to the Business Portion of the Shared Contract) and (z) the Seller or its affiliates is the beneficiary of the rights and is responsible for the obligations related to the Shared Contract other than the Business Portion (the \u201cNon-Business Portion\u201d) (and Purchaser (or its designees) shall have no rights or obligations with respect to the Non-Business Portion of the Shared Contract). If the applicable parties are not able to enter into an arrangement to formally divide, modify and/or replicate one or more Shared Contracts prior to the Closing as contemplated by the previous sentence, each of the parties shall use its commercially reasonable efforts and cooperate with the other (at its sole cost and expense) to obtain such an arrangement as quickly as practicable after the Closing; provided, however, that no party shall be required to pay or commit to pay any amount to (or incur any obligation in favor of) any Person from whom such arrangement may be required (other than nominal filing or application fees) in connection with obtaining any such arrangement. Prior to the obtaining of any such arrangement, Seller shall not cause and shall use commercially reasonable efforts to not permit the Shared Contract to lapse, be violated, become subject to a Lien or otherwise be adversely affected (without Purchaser\u2019s prior written consent) and shall cooperate with Purchaser (or its designee) in any reasonable and lawful arrangements to provide to Purchaser (or its designee) the benefits of use of the Business Portion of the Shared Contract for its term and, to the extent Purchaser (or its designee) receives such benefits, it will perform the obligations of the Seller or its affiliates under the Business Portion of the Shared Contract. The Purchaser and the Seller shall participate jointly in any negotiations with parties to the Shared Contracts.", "samples": [{"hash": "aubUXs6z23U", "uri": "/contracts/aubUXs6z23U#shared-contracts", "label": "Purchase Agreement (Spectrum Brands, Inc.)", "score": 21.0, "published": true}, {"hash": "2flgWqkHzEL", "uri": "/contracts/2flgWqkHzEL#shared-contracts", "label": "Purchase Agreement (Salton Inc)", "score": 21.0, "published": true}], "snippet_links": [{"key": "prior-to-the-closing", "type": "clause", "offset": [0, 20]}, {"key": "seller-and-purchaser", "type": "definition", "offset": [26, 46]}, {"key": "use-commercially-reasonable-efforts", "type": "clause", "offset": [53, 88]}, {"key": "the-other-parties", "type": "clause", "offset": [115, 132]}, {"key": "contracts-listed", "type": "clause", "offset": [140, 156]}, {"key": "seller-letter", "type": "definition", "offset": [180, 193]}, {"key": "the-shared", "type": "clause", "offset": [346, 356]}, {"key": "effective-as-of-the-closing", "type": "clause", "offset": [473, 500]}, {"key": "the-purchaser", "type": "definition", "offset": [506, 519]}, {"key": "the-rights", "type": "clause", "offset": [560, 570]}, {"key": "responsible-for", "type": "clause", "offset": [578, 593]}, {"key": "the-obligations", "type": "clause", "offset": [594, 609]}, {"key": "related-to-the-business", "type": "definition", "offset": [665, 688]}, {"key": "transferred-entity", "type": "definition", "offset": [696, 714]}, {"key": "business-portion", "type": "definition", "offset": [721, 737]}, {"key": "subsequent-to-the-closing", "type": "clause", "offset": [750, 775]}, {"key": "no-rights-or-obligations", "type": "clause", "offset": [817, 841]}, {"key": "with-respect-to", "type": "clause", "offset": [842, 857]}, {"key": "the-non", "type": "clause", "offset": [1190, 1197]}, {"key": "parties-are", "type": "clause", "offset": [1258, 1269]}, {"key": "to-enter", "type": "definition", "offset": [1279, 1287]}, {"key": "the-parties-shall", "type": "clause", "offset": [1452, 1469]}, {"key": "cooperate-with", "type": "clause", "offset": [1514, 1528]}, {"key": "cost-and-expense", "type": "clause", "offset": [1552, 1568]}, {"key": "after-the-closing", "type": "clause", "offset": [1626, 1643]}, {"key": "no-party", "type": "clause", "offset": [1669, 1677]}, {"key": "to-pay", "type": "clause", "offset": [1696, 1702]}, {"key": "in-favor-of", "type": "definition", "offset": [1759, 1770]}, {"key": "any-person", "type": "definition", "offset": [1772, 1782]}, {"key": "application-fees", "type": "definition", "offset": [1856, 1872]}, {"key": "in-connection-with", "type": "clause", "offset": [1874, 1892]}, {"key": "subject-to", "type": "definition", "offset": [2106, 2116]}, {"key": "adversely-affected", "type": "definition", "offset": [2140, 2158]}, {"key": "prior-written-consent", "type": "clause", "offset": [2180, 2201]}, {"key": "to-purchaser", "type": "definition", "offset": [2309, 2321]}, {"key": "benefits-of", "type": "clause", "offset": [2344, 2355]}, {"key": "contract-for", "type": "definition", "offset": [2398, 2410]}, {"key": "to-the-extent", "type": "clause", "offset": [2425, 2438]}, {"key": "obligations-of-the-seller", "type": "clause", "offset": [2511, 2536]}, {"key": "the-seller-shall", "type": "clause", "offset": [2624, 2640]}], "size": 52, "hash": "2d851e35e4a7355251b2f3f3f49995b6", "id": 4}, {"snippet": "(i) Buyer acknowledges that certain contracts, understandings or agreements to which Seller or one or more of its Subsidiaries is party contain terms that are relevant to, are for the benefit of and/or impose obligations on Seller and its Subsidiaries with respect to both the Business and one or more of Seller\u2019s Other Businesses (such contracts, understandings and arrangements being collectively referred to herein as \u201cShared Contracts\u201d). Buyer acknowledges and agrees that such Shared Contracts shall be addressed by the parties as set forth in this Section 8T.\n(ii) Section 8T(ii) of the Seller Disclosure Letter (as amended after the date hereof with the agreement of Buyer and Seller) sets forth certain material Shared Contracts under which, except as set forth in the Ancillary Agreements, Buyer, the members of the Paper Group (and their Subsidiaries) and the Business shall cease to have any rights or obligations from and after the Closing. Seller acknowledges and agrees that, from and after the Closing, it and its Subsidiaries shall be solely responsible for performance of the Shared Contracts set forth on Section 8T(ii) of the Seller Disclosure Letter and Buyer acknowledges and agrees that neither it nor any of its Affiliates (including any member of the Paper Group or any other Affiliate that owns assets of the Business) shall have any rights or obligations under any of the Shared Contracts except as set forth in the Ancillary Agreements.\n(iii) Section 8T(iii) of the Seller Disclosure Letter (as amended after the date hereof with the agreement of Buyer and Seller) sets forth certain material Shared Contracts under which both the Business and Seller\u2019s Other Businesses perform obligations, have liabilities and/or receive benefits (the \u201cOngoing Shared Contracts\u201d). With respect to each Ongoing Shared Contract, from and after the date hereof until expiration or termination of such Ongoing Shared Contract, each of Seller and Buyer shall, at the request of the other, cooperate with each other to schedule discussions and participate in negotiations with the counterparty to, or obligor or obligee under, each such Ongoing Shared Contract regarding a split of such Ongoing Shared Contract that, as nearly as practicable, approximates the rights and obligations of the Business and Seller\u2019s Other Businesses with respect to such Ongoing Shared Contract during the term of the Ongoing Shared Contract prior to such split; provided that in no event shall either Seller or Buyer be obligated to execute, deliver or (except to the extent executed and delivered by such Person) perform under, or be obligated to cause another Person to execute, deliver or (except to the extent executed and delivered by such Person) perform under, such split contract without such party\u2019s prior written consent. For the avoidance of doubt, in no event shall the split of, or any similar action with respect to, any Ongoing Shared Contract be a condition to the obligations of any party to this Agreement.\n(iv) To the extent that a split contract with respect to such Ongoing Shared Contract is not obtained prior to Closing, then from and after the Closing until such Ongoing Shared Contract expires or is terminated, to the extent permitted by law and, unless waived by Seller, to the extent otherwise permissible in light of the terms of such Ongoing Shared Contract, then Seller shall cause Seller\u2019s Other Businesses and Buyer shall cause Buyer Sub, the members of the Paper Group, each of their respective Subsidiaries and the Business to perform obligations under each such Ongoing Shared Contract to which it is a party or bound and Seller and Buyer shall cooperate with each other and use reasonable best efforts such that the applicable members of the Paper Group and their Subsidiaries shall perform the obligations under, and receive the benefits of, such Ongoing Shared Contracts, in each case in the manner set forth on Section 8T(iv) of the Seller Disclosure Letter (as amended after the date hereof with the consent of Buyer and Seller) or otherwise in a manner that as nearly as practicable approximates the obligations and benefits of the Business and Seller\u2019s Other Businesses with respect to such Ongoing Shared Contract during the term of the Ongoing Shared Contract prior to Closing. In the event that, after the Closing, Buyer performs its obligations under an Ongoing Shared Contract that has not been split and Seller or one of its Subsidiaries receives benefits under such Ongoing Shared Contract that are attributable to the operations of the Business after the Closing Date, Seller shall pay over such benefits to Buyer. In the event that, after the Closing, Seller performs its obligations under an Ongoing Shared Contract that has not been split and Buyer or one of its Subsidiaries receives benefits that are attributable to the operation of one of Seller\u2019s Other Businesses after Closing, Buyer shall pay over such benefits to Seller. Each of Buyer and Seller shall indemnify the other for Losses such party or its Affiliates suffer as a result of any breach of any Ongoing Shared Contract by such party.\n(v) Buyer and Seller agree that, from and after the Closing, such party shall not, and shall cause its Affiliates not to, amend, waive, settle or compromise any material matter or claim related to any Ongoing Shared Contract without the prior written consent of the other. For all purposes of this Section 8T, upon an effective split of an Ongoing Shared Contract that each of Buyer and Seller has agreed to, such Ongoing Shared Contract shall be deemed terminated for purposes of this Section 8T.", "samples": [{"hash": "aX5Rig6QDwm", "uri": "/contracts/aX5Rig6QDwm#shared-contracts", "label": "Purchase and Sale Agreement (Aldabra 2 Acquisition Corp.)", "score": 21.0, "published": true}, {"hash": "53vw4JqsLB5", "uri": "/contracts/53vw4JqsLB5#shared-contracts", "label": "Purchase and Sale Agreement (Boise Cascade Holdings, L.L.C.)", "score": 21.0, "published": true}], "snippet_links": [{"key": "buyer-acknowledges", "type": "clause", "offset": [4, 22]}, {"key": "certain-contracts", "type": "clause", "offset": [28, 45]}, {"key": "for-the-benefit-of", "type": "definition", "offset": [176, 194]}, {"key": "with-respect-to", "type": "clause", "offset": [252, 267]}, {"key": "other-businesses", "type": "clause", "offset": [314, 330]}, {"key": "by-the-parties", "type": "clause", "offset": [518, 532]}, {"key": "seller-disclosure-letter", "type": "definition", "offset": [593, 617]}, {"key": "as-amended", "type": "definition", "offset": [619, 629]}, {"key": "date-hereof", "type": "clause", "offset": [640, 651]}, {"key": "the-agreement", "type": "clause", "offset": [657, 670]}, {"key": "buyer-and-seller", "type": "definition", "offset": [674, 690]}, {"key": "ancillary-agreements", "type": "clause", "offset": [777, 797]}, {"key": "members-of-the", "type": "clause", "offset": [810, 824]}, {"key": "rights-or-obligations", "type": "clause", "offset": [903, 924]}, {"key": "from-and-after-the-closing", "type": "clause", "offset": [925, 951]}, {"key": "for-performance", "type": "clause", "offset": [1070, 1085]}, {"key": "the-shared", "type": "clause", "offset": [1089, 1099]}, {"key": "member-of-the", "type": "clause", "offset": [1261, 1274]}, {"key": "other-affiliate", "type": "definition", "offset": [1294, 1309]}, {"key": "assets-of-the-business", "type": "clause", "offset": [1320, 1342]}, {"key": "perform-obligations", "type": "clause", "offset": [1697, 1716]}, {"key": "termination-of", "type": "definition", "offset": [1890, 1904]}, {"key": "seller-and-buyer-shall", "type": "clause", "offset": [1943, 1965]}, {"key": "the-request", "type": "clause", "offset": [1970, 1981]}, {"key": "cooperate-with", "type": "clause", "offset": [1996, 2010]}, {"key": "participate-in", "type": "definition", "offset": [2050, 2064]}, {"key": "the-counterparty", "type": "definition", "offset": [2083, 2099]}, {"key": "obligations-of-the-business", "type": "clause", "offset": [2277, 2304]}, {"key": "term-of-the", "type": "clause", "offset": [2391, 2402]}, {"key": "provided-that", "type": "clause", "offset": [2448, 2461]}, {"key": "in-no-event-shall-either", "type": "clause", "offset": [2462, 2486]}, {"key": "seller-or-buyer", "type": "clause", "offset": [2487, 2502]}, {"key": "except-to-the-extent", "type": "clause", "offset": [2540, 2560]}, {"key": "executed-and-delivered", "type": "clause", "offset": [2561, 2583]}, {"key": "another-person", "type": "definition", "offset": [2640, 2654]}, {"key": "split-contract", "type": "definition", "offset": [2759, 2773]}, {"key": "such-party", "type": "clause", "offset": [2782, 2792]}, {"key": "prior-written-consent", "type": "clause", "offset": [2795, 2816]}, {"key": "for-the-avoidance-of-doubt", "type": "clause", "offset": [2818, 2844]}, {"key": "the-obligations", "type": "clause", "offset": [2963, 2978]}, {"key": "party-to-this-agreement", "type": "definition", "offset": [2986, 3009]}, {"key": "prior-to-closing", "type": "definition", "offset": [3113, 3129]}, {"key": "to-the-extent-permitted-by-law", "type": "clause", "offset": [3224, 3254]}, {"key": "by-seller", "type": "clause", "offset": [3274, 3283]}, {"key": "terms-of", "type": "clause", "offset": [3337, 3345]}, {"key": "seller-shall", "type": "clause", "offset": [3381, 3393]}, {"key": "buyer-sub", "type": "definition", "offset": [3448, 3457]}, {"key": "a-party", "type": "clause", "offset": [3624, 3631]}, {"key": "use-reasonable-best-efforts", "type": "clause", "offset": [3698, 3725]}, {"key": "the-applicable", "type": "clause", "offset": [3736, 3750]}, {"key": "benefits-of", "type": "clause", "offset": [3854, 3865]}, {"key": "each-case", "type": "definition", "offset": [3901, 3910]}, {"key": "consent-of-buyer", "type": "clause", "offset": [4028, 4044]}, {"key": "obligations-and-benefits", "type": "clause", "offset": [4129, 4153]}, {"key": "in-the-event", "type": "clause", "offset": [4310, 4322]}, {"key": "operations-of-the-business", "type": "clause", "offset": [4556, 4582]}, {"key": "after-the-closing-date", "type": "clause", "offset": [4583, 4605]}, {"key": "to-buyer", "type": "definition", "offset": [4643, 4651]}, {"key": "operation-of", "type": "definition", "offset": [4864, 4876]}, {"key": "after-closing", "type": "definition", "offset": [4910, 4923]}, {"key": "to-seller", "type": "clause", "offset": [4960, 4969]}, {"key": "each-of-buyer", "type": "clause", "offset": [4971, 4984]}, {"key": "breach-of-any", "type": "clause", "offset": [5088, 5101]}, {"key": "material-matter", "type": "definition", "offset": [5302, 5317]}, {"key": "related-to", "type": "clause", "offset": [5327, 5337]}, {"key": "consent-of-the", "type": "clause", "offset": [5392, 5406]}, {"key": "all-purposes", "type": "definition", "offset": [5418, 5430]}, {"key": "agreed-to", "type": "definition", "offset": [5539, 5548]}, {"key": "deemed-terminated", "type": "definition", "offset": [5588, 5605]}, {"key": "for-purposes-of-this-section", "type": "clause", "offset": [5606, 5634]}], "size": 54, "hash": "fbbd8ac7aff21fa822647bbb67e58e64", "id": 3}, {"snippet": "(1) With respect to Shared Contractual Liabilities pursuant to, under or relating to a given Shared Contract, such Shared Contractual Liabilities shall be allocated, unless otherwise allocated pursuant to this Agreement or an Ancillary Agreement, between the Parties as follows:\n(i) first, if a Liability is incurred exclusively in respect of a benefit received by one Party or its Group, the Party or Group receiving such benefit shall be responsible for such Liability;\n(ii) second, if a Liability cannot be exclusively allocated to one Party or its Group under clause (i) above, such Liability shall be allocated among both Parties and their respective Groups based on the relative proportions of total benefit received (over the remaining term of the Shared Contract, measured starting as of the date of allocation) under the relevant Shared Contract. Notwithstanding the foregoing, each Party and its Group shall be responsible for any or all Liabilities arising out of or resulting from such Party\u2019s or Group\u2019s breach of the relevant Shared Contract.\n(2) Except as otherwise expressly contemplated in this Agreement or an Ancillary Agreement, if SG Holdings or any member of the SG Holdings Group, on the one hand, or SG DevCo or any member of the SG DevCo Group, on the other hand, receives any benefit or payment under any Shared Contract which was intended for the other Party or its Group, SG Holdings, on the one hand, or SG DevCo, on the other hand, as applicable, will use its respective commercially reasonable efforts, or will cause any member of its Group to use its commercially reasonable efforts, to deliver, Transfer or otherwise afford such benefit or payment to the other Party.\n(3) Each of SG Holdings and SG DevCo shall, and shall cause the members of their respective Group to, (i) treat for all Tax purposes the portion of each Shared Contract inuring to their respective Business as an Asset owned by, and/or a Liability of, as applicable, such Party, or the members of such Party\u2019s Group, as applicable, not later than the Effective Time, and (ii) neither report nor take any Tax position (on a Tax Return or otherwise) inconsistent with such treatment (unless required by applicable Law or a good faith resolution of a Tax Contest).", "samples": [{"hash": "lqySxIRVZXf", "uri": "/contracts/lqySxIRVZXf#shared-contracts", "label": "Separation and Distribution Agreement (Safe & Green Holdings Corp.)", "score": 34.7385368347, "published": true}, {"hash": "3RZlalTDdU9", "uri": "/contracts/3RZlalTDdU9#shared-contracts", "label": "Separation and Distribution Agreement (Safe & Green Development Corp)", "score": 34.7385368347, "published": true}], "snippet_links": [{"key": "with-respect-to", "type": "clause", "offset": [4, 19]}, {"key": "shared-contractual-liabilities", "type": "definition", "offset": [20, 50]}, {"key": "relating-to", "type": "definition", "offset": [73, 84]}, {"key": "agreement-or", "type": "definition", "offset": [210, 222]}, {"key": "ancillary-agreement", "type": "definition", "offset": [226, 245]}, {"key": "between-the-parties", "type": "clause", "offset": [247, 266]}, {"key": "in-respect-of", "type": "clause", "offset": [329, 342]}, {"key": "received-by", "type": "definition", "offset": [353, 364]}, {"key": "one-party", "type": "definition", "offset": [365, 374]}, {"key": "the-party", "type": "clause", "offset": [389, 398]}, {"key": "responsible-for", "type": "clause", "offset": [440, 455]}, {"key": "allocated-to", "type": "definition", "offset": [522, 534]}, {"key": "under-clause", "type": "clause", "offset": [558, 570]}, {"key": "both-parties", "type": "definition", "offset": [622, 634]}, {"key": "based-on", "type": "definition", "offset": [663, 671]}, {"key": "total-benefit", "type": "definition", "offset": [700, 713]}, {"key": "the-shared", "type": "clause", "offset": [751, 761]}, {"key": "date-of-allocation", "type": "clause", "offset": [800, 818]}, {"key": "the-relevant", "type": "clause", "offset": [826, 838]}, {"key": "notwithstanding-the-foregoing", "type": "clause", "offset": [856, 885]}, {"key": "each-party", "type": "definition", "offset": [887, 897]}, {"key": "arising-out-of", "type": "definition", "offset": [960, 974]}, {"key": "resulting-from", "type": "definition", "offset": [978, 992]}, {"key": "such-party", "type": "clause", "offset": [993, 1003]}, {"key": "breach-of-the", "type": "clause", "offset": [1017, 1030]}, {"key": "in-this-agreement", "type": "definition", "offset": [1104, 1121]}, {"key": "member-of-the", "type": "clause", "offset": [1171, 1184]}, {"key": "sg-holdings-group", "type": "definition", "offset": [1185, 1202]}, {"key": "sg-devco-group", "type": "definition", "offset": [1254, 1268]}, {"key": "the-other-hand", "type": "clause", "offset": [1273, 1287]}, {"key": "other-party", "type": "clause", "offset": [1374, 1385]}, {"key": "commercially-reasonable-efforts", "type": "definition", "offset": [1501, 1532]}, {"key": "payment-to-the", "type": "clause", "offset": [1673, 1687]}, {"key": "members-of", "type": "clause", "offset": [1765, 1775]}, {"key": "tax-purposes", "type": "definition", "offset": [1821, 1833]}, {"key": "owned-by", "type": "definition", "offset": [1919, 1927]}, {"key": "liability-of", "type": "clause", "offset": [1938, 1950]}, {"key": "the-effective-time", "type": "clause", "offset": [2047, 2065]}, {"key": "tax-position", "type": "clause", "offset": [2104, 2116]}, {"key": "tax-return-or", "type": "definition", "offset": [2123, 2136]}, {"key": "required-by", "type": "definition", "offset": [2189, 2200]}, {"key": "applicable-law", "type": "definition", "offset": [2201, 2215]}, {"key": "good-faith-resolution", "type": "clause", "offset": [2221, 2242]}, {"key": "tax-contest", "type": "definition", "offset": [2248, 2259]}], "size": 12, "hash": "9f236a156daeac59be11879169780bb6", "id": 10}, {"snippet": "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\u2019 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.", "samples": [{"hash": "hVrZXhQdSye", "uri": "/contracts/hVrZXhQdSye#shared-contracts", "label": "Contribution and Distribution Agreement", "score": 31.3408622742, "published": true}, {"hash": "2d95KM9kaix", "uri": "/contracts/2d95KM9kaix#shared-contracts", "label": "Contribution and Distribution Agreement (HS Spinco, Inc.)", "score": 29.9828891754, "published": true}, {"hash": "kHO0LmSFby9", "uri": "/contracts/kHO0LmSFby9#shared-contracts", "label": "Contribution and Distribution Agreement (HS Spinco, Inc.)", "score": 29.9390830994, "published": true}], "snippet_links": [{"key": "the-parties-will", "type": "clause", "offset": [0, 16]}, {"key": "each-party", "type": "definition", "offset": [56, 66]}, {"key": "cooperate-with", "type": "clause", "offset": [73, 87]}, {"key": "other-party", "type": "clause", "offset": [92, 103]}, {"key": "the-shared", "type": "clause", "offset": [117, 127]}, {"key": "separate-contracts", "type": "clause", "offset": [143, 161]}, {"key": "effective-as-of-the", "type": "clause", "offset": [162, 181]}, {"key": "sole-benefit", "type": "clause", "offset": [257, 269]}, {"key": "with-respect-to", "type": "clause", "offset": [286, 301]}, {"key": "to-the-extent", "type": "clause", "offset": [323, 336]}, {"key": "related-to", "type": "clause", "offset": [337, 347]}, {"key": "spinco-business", "type": "definition", "offset": [352, 367]}, {"key": "separated-contract", "type": "definition", "offset": [566, 584]}, {"key": "spinco-asset", "type": "definition", "offset": [634, 646]}, {"key": "excluded-asset", "type": "clause", "offset": [691, 705]}, {"key": "the-obligations", "type": "clause", "offset": [707, 722]}, {"key": "following-the", "type": "definition", "offset": [845, 858]}, {"key": "prior-to-the-distribution-date", "type": "clause", "offset": [918, 948]}, {"key": "section-22", "type": "clause", "offset": [1000, 1011]}, {"key": "use-reasonable-best-efforts", "type": "clause", "offset": [1047, 1074]}, {"key": "to-establish", "type": "definition", "offset": [1135, 1147]}, {"key": "no-charge", "type": "clause", "offset": [1164, 1173]}, {"key": "the-party", "type": "clause", "offset": [1196, 1205]}, {"key": "a-party", "type": "clause", "offset": [1215, 1222]}, {"key": "efforts-to-perform", "type": "clause", "offset": [1272, 1290]}, {"key": "and-exercise", "type": "clause", "offset": [1307, 1319]}, {"key": "to-receive", "type": "definition", "offset": [1375, 1385]}, {"key": "the-benefits", "type": "clause", "offset": [1386, 1398]}, {"key": "each-case", "type": "definition", "offset": [1430, 1439]}, {"key": "in-accordance-with", "type": "definition", "offset": [1536, 1554]}, {"key": "third-party-fees", "type": "definition", "offset": [1616, 1632]}, {"key": "pocket-expenses", "type": "definition", "offset": [1644, 1659]}, {"key": "other-third-party", "type": "definition", "offset": [1686, 1703]}, {"key": "in-connection-with", "type": "clause", "offset": [1742, 1760]}, {"key": "a-list", "type": "definition", "offset": [1911, 1917]}, {"key": "as-soon-as-practicable", "type": "definition", "offset": [1953, 1975]}, {"key": "date-hereof", "type": "clause", "offset": [1986, 1997]}, {"key": "within-thirty", "type": "clause", "offset": [2015, 2028]}, {"key": "days-after", "type": "definition", "offset": [2034, 2044]}, {"key": "no-member-of", "type": "clause", "offset": [2062, 2074]}, {"key": "member-of-the", "type": "clause", "offset": [2192, 2205]}, {"key": "other-group", "type": "definition", "offset": [2206, 2217]}, {"key": "extension-or-modification", "type": "clause", "offset": [2257, 2282]}, {"key": "adversely-affect", "type": "definition", "offset": [2289, 2305]}, {"key": "material-obligations", "type": "clause", "offset": [2320, 2340]}], "size": 15, "hash": "f73ee23f913d5c9bc8f8e6869e5530df", "id": 8}, {"snippet": "(a) The Parties intend that all Contracts that would be deemed Shared Contracts as of the Effective Time, or portions thereof, will have been separated or assigned to a member of the Holcim Group or the SpinCo Group, as applicable, prior to the Distribution. To the extent not completed prior to the Distribution, the Parties shall, following the Distribution, use their commercially reasonable efforts to separate any Shared Contracts into separate Contracts between the appropriate Third Party and either (i) SpinCo or a member of the SpinCo Group or (ii) Holcim or a member of the Holcim Group, including, but not limited to, by: (x) entering into new Contracts, (y) assigning (in whole or in part) existing Shared Contracts and (z) cooperating to obtain any Consents or Governmental Approvals to the extent required to effectuate the foregoing.\n(b) Notwithstanding anything in this Agreement to the contrary, in the event any Shared Contract is unable to be separated in accordance with Section 2.8(a), the Parties shall, and/or shall cause the applicable members of its Group party to such Shared Contract to, use commercially reasonable efforts to: (i) seek mutually acceptable alternative arrangements for purposes of allocating rights and Liabilities and obligations under such Shared Contract in accordance with the relative proportions of total benefit to be received over the remaining term of the Shared Contract as of the Effective Time (provided that such arrangements shall not result in a breach or violation of such Shared Contract) and (ii) enforce for the benefit of the other Party (or the applicable member of the other Party\u2019s Group) any and all rights under such Shared Contract related to such other Party\u2019s Business, with such other Party bearing the reasonable and documented out-of-pocket costs and expenses of such enforcement to the extent related to the rights being enforced for the benefit of such other Party, provided that Party (or relevant member of its Group) retaining any Shared Contract shall be indemnified for all Indemnifiable Losses or other Liabilities arising out of any actions (or omissions to act) of such retaining Party taken at the direction of the other Party (or relevant member of its Group) in connection with and relating to such Shared Contract, as the case may be (other than in the event of its gross negligence, fraud or willful misconduct).\n(c) Each of Holcim and SpinCo shall, and shall cause the members of their respective Group to, (i) treat for all Tax purposes the portion of each Shared Contract inuring to their respective Business as an Asset owned by, and/or a Liability of, as applicable, such Party, or the members of such Party\u2019s Group, as applicable, not later than the Distribution, and (ii) neither report nor take any Tax position (on a Tax Return or otherwise) inconsistent with such treatment (unless required by applicable Law or a good faith resolution of a Tax Contest).", "samples": [{"hash": "3jORNNuc6x", "uri": "/contracts/3jORNNuc6x#shared-contracts", "label": "Separation and Distribution Agreement (Amrize LTD)", "score": 36.4743309021, "published": true}, {"hash": "6ji4gQ2qVZH", "uri": "/contracts/6ji4gQ2qVZH#shared-contracts", "label": "Separation and Distribution Agreement (Amrize LTD)", "score": 36.3456535339, "published": true}, {"hash": "5xWgydA9Ued", "uri": "/contracts/5xWgydA9Ued#shared-contracts", "label": "Separation and Distribution Agreement (Amrize LTD)", "score": 36.1594810486, "published": true}], "snippet_links": [{"key": "contracts-that", "type": "clause", "offset": [32, 46]}, {"key": "the-effective-time", "type": "clause", "offset": [86, 104]}, {"key": "a-member-of-the", "type": "clause", "offset": [167, 182]}, {"key": "holcim-group", "type": "definition", "offset": [183, 195]}, {"key": "spinco-group", "type": "definition", "offset": [203, 215]}, {"key": "prior-to-the-distribution", "type": "clause", "offset": [232, 257]}, {"key": "to-the-extent", "type": "clause", "offset": [259, 272]}, {"key": "not-completed", "type": "clause", "offset": [273, 286]}, {"key": "the-parties-shall", "type": "clause", "offset": [314, 331]}, {"key": "following-the", "type": "definition", "offset": [333, 346]}, {"key": "contracts-between-the", "type": "clause", "offset": [450, 471]}, {"key": "third-party", "type": "definition", "offset": [484, 495]}, {"key": "not-limited", "type": "clause", "offset": [613, 624]}, {"key": "entering-into", "type": "clause", "offset": [637, 650]}, {"key": "new-contracts", "type": "definition", "offset": [651, 664]}, {"key": "governmental-approvals", "type": "clause", "offset": [774, 796]}, {"key": "the-foregoing", "type": "clause", "offset": [834, 847]}, {"key": "agreement-to", "type": "definition", "offset": [886, 898]}, {"key": "in-accordance-with", "type": "definition", "offset": [972, 990]}, {"key": "the-applicable", "type": "clause", "offset": [1045, 1059]}, {"key": "members-of", "type": "clause", "offset": [1060, 1070]}, {"key": "group-party", "type": "definition", "offset": [1075, 1086]}, {"key": "use-commercially-reasonable-efforts", "type": "clause", "offset": [1115, 1150]}, {"key": "alternative-arrangements", "type": "definition", "offset": [1184, 1208]}, {"key": "for-purposes-of", "type": "clause", "offset": [1209, 1224]}, {"key": "liabilities-and-obligations", "type": "definition", "offset": [1247, 1274]}, {"key": "total-benefit", "type": "definition", "offset": [1349, 1362]}, {"key": "the-shared", "type": "clause", "offset": [1405, 1415]}, {"key": "provided-that", "type": "clause", "offset": [1451, 1464]}, {"key": "breach-or-violation", "type": "clause", "offset": [1505, 1524]}, {"key": "for-the-benefit-of", "type": "definition", "offset": [1567, 1585]}, {"key": "other-party", "type": "clause", "offset": [1590, 1601]}, {"key": "applicable-member", "type": "definition", "offset": [1610, 1627]}, {"key": "all-rights", "type": "clause", "offset": [1664, 1674]}, {"key": "related-to", "type": "clause", "offset": [1702, 1712]}, {"key": "expenses-of", "type": "clause", "offset": [1826, 1837]}, {"key": "the-rights", "type": "clause", "offset": [1880, 1890]}, {"key": "relevant-member", "type": "definition", "offset": [1967, 1982]}, {"key": "indemnifiable-losses", "type": "clause", "offset": [2056, 2076]}, {"key": "other-liabilities", "type": "clause", "offset": [2080, 2097]}, {"key": "arising-out-of", "type": "definition", "offset": [2098, 2112]}, {"key": "to-act", "type": "definition", "offset": [2139, 2145]}, {"key": "retaining-party", "type": "definition", "offset": [2155, 2170]}, {"key": "in-connection-with", "type": "clause", "offset": [2247, 2265]}, {"key": "relating-to", "type": "definition", "offset": [2270, 2281]}, {"key": "the-case", "type": "definition", "offset": [2307, 2315]}, {"key": "in-the-event-of", "type": "clause", "offset": [2335, 2350]}, {"key": "gross-negligence", "type": "definition", "offset": [2355, 2371]}, {"key": "fraud-or-willful-misconduct", "type": "clause", "offset": [2373, 2400]}, {"key": "the-members", "type": "clause", "offset": [2456, 2467]}, {"key": "tax-purposes", "type": "definition", "offset": [2516, 2528]}, {"key": "owned-by", "type": "definition", "offset": [2614, 2622]}, {"key": "liability-of", "type": "clause", "offset": [2633, 2645]}, {"key": "such-party", "type": "clause", "offset": [2662, 2672]}, {"key": "tax-position", "type": "clause", "offset": [2797, 2809]}, {"key": "tax-return-or", "type": "definition", "offset": [2816, 2829]}, {"key": "required-by", "type": "definition", "offset": [2882, 2893]}, {"key": "applicable-law", "type": "definition", "offset": [2894, 2908]}, {"key": "good-faith-resolution", "type": "clause", "offset": [2914, 2935]}, {"key": "tax-contest", "type": "definition", "offset": [2941, 2952]}], "size": 27, "hash": "f09d016c18151d7b7acbd43b730afcb2", "id": 5}, {"snippet": "(a) Except as set forth in Sections 2.05(b) and 2.05(c), except with respect to Patent License Agreements, which are governed solely by Section 2.06, and except with respect to Participation Agreements, which are governed solely by Section 2.07, the Parties shall, and shall cause the members of their respective Groups to, use their respective reasonable best efforts to work together (and, if necessary and desirable, until the earlier of three years after the Distribution Date and such time as the formal division, partial assignment, modification or replication of such Shared Contract to work with the third party to such 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 (a) a member of the Conduent Group is the beneficiary of the rights and is responsible for the obligations related to that portion of such Shared Contract relating to the BPO Business (the \u201cConduent Portion\u201d), which rights shall be a Conduent Asset and which obligations shall be a Conduent Liability, and (b) a member of the Xerox Group is the beneficiary of the rights and is responsible for the obligations related to such Shared Contract not relating to the BPO Business (the \u201cXerox Portion\u201d), which rights shall be a Xerox Asset and which obligations shall be a Xerox Liability. Nothing in this Agreement shall require the division, partial assignment, modification or replication of a Shared Contract unless and until any necessary Consents are obtained or made, as applicable. If the Parties, or their respective Group members, as applicable, are not able to enter into an arrangement to formally divide, partially assign, modify or replicate such Shared Contract prior to the Distribution as contemplated by the previous sentence, then the Parties shall, and shall cause their respective Group members to, cooperate in any reasonable and permissible arrangement to provide that, following the Distribution and until the earlier of three years after the Distribution Date and such time as the formal division, partial assignment, modification or replication of such Shared Contract as contemplated by the previous sentence is effected, a member of the Conduent Group shall receive the interest in the benefits and obligations of the Conduent Portion under such Shared Contract and a member of the Xerox Group shall receive the interest in the benefits and obligations of the Xerox Portion under such Shared Contract. This Section 2.05(a) shall not apply to any Xerox Shared Customer Contract or Conduent Shared Customer Contract, which are subject to Sections 2.05(b) and 2.05(c), respectively.\n(b) With respect to each Xerox Shared Customer Contract, each of the Parties shall, and shall cause the members of their respective Groups to, use their respective reasonable best efforts to work together (and, if necessary and desirable, until the earlier of the Distribution Date and such time as the formal division, partial assignment, modification or replication of such Shared Contract to work with the third party to such Xerox Shared Customer Contract) in an effort to divide, partially assign, modify or replicate (in whole or in part) the respective rights and obligations under and in respect of any Xerox Shared Customer Contract, such that (a) a member of the Conduent Group is the beneficiary of the rights and is responsible for the obligations related to the Conduent Portion of such Xerox Shared Customer Contract, which rights shall be a Conduent Asset and which obligations shall be a Conduent Liability, and (b) a member of the Xerox Group is a the beneficiary of the rights and is responsible for the obligations related to the Xerox Portion of such Xerox Shared Customer Contract, which rights shall be a Xerox Asset and which obligations shall be a Xerox Liability. Nothing in this Agreement shall require the division, partial assignment, modification or replication of a Xerox Shared Customer Contract unless and until any necessary Consents are obtained or made, as applicable. If the Parties, or their respective Group members, as applicable, are not able to enter into an arrangement to formally divide, partially assign, modify or replicate such Xerox Shared Customer Contract prior to the Distribution, then, unless the Parties otherwise agree, the Parties shall, and shall cause their respective Group members to, until the earlier of three years after the Distribution Date and such time as the formal subcontracting of the Embedded Conduent Portion of such Xerox Shared Customer Contract as contemplated by the following sentence is effected: (1) use their respective reasonable best efforts to obtain the Consent of or make the Consent to the third party to such Xerox Shared Customer Contract to the subcontracting of the portion of such Xerox Shared Customer Contract relating to the BPO Business (such services, the \u201cEmbedded Conduent Portion\u201d) to Conduent or a member of the Conduent Group and Conduent shall, and shall cause the members of its Group to, cooperate and use reasonable best efforts to assist Xerox and the members of its Group in obtaining such Consents and (2) cooperate in any reasonable and permissible arrangement to provide that a member of the Conduent Group shall receive the interest in the benefits and obligations of the Embedded Conduent Portion under such Xerox Shared Customer Contract. With respect to each Xerox Shared Customer Contract, if all required Consents are obtained, then the Parties shall, or shall cause the applicable members of their respective Groups to, enter into subcontracting arrangements on commercially reasonable terms mutually acceptable to both Parties pursuant to which the Embedded Conduent Portion with respect to such Xerox Shared Customer Contract shall be provided by Conduent or a member of the Conduent Group. Nothing in this Agreement shall require entering into a subcontracting arrangement with respect to a Xerox Shared Customer Contract unless and until any necessary Consents are obtained or made, as applicable.\n(c) With respect to each Conduent Shared Customer Contract, each of the Parties shall, and shall cause the members of their respective Groups to, use their respective reasonable best efforts to work together (and, if necessary and desirable, until the earlier of the Distribution Date and such time as the formal division, partial assignment, modification or replication of such Shared Contract to work with the third party to such Conduent Shared Customer Contract) in an effort to divide, partially assign, modify or replicate (in whole or in part) the respective rights and obligations under and in respect of any Conduent Shared Customer Contract, such that (a) a member of the Xerox Group is the beneficiary of the rights and is responsible for the obligations related to the Xerox Portion of such Conduent Shared Customer Contract, which rights shall be a Xerox Asset and which obligations shall be a Xerox Liability, and (b) a member of the Conduent Group is a the beneficiary of the rights and is responsible for the obligations related to the Conduent Portion of such Conduent Shared Customer Contract, which rights shall be a Conduent Asset and which obligations shall be a Conduent Liability. Nothing in this Agreement shall require the division, partial assignment, modification or replication of a Conduent Shared Customer Contract unless and until any necessary Consents are obtained or made, as applicable. If the Parties, or their respective Group members, as applicable, are not able to enter into an arrangement to formally divide, partially assign, modify or replicate such Conduent Shared Customer Contract prior to the Distribution, then, unless the Parties otherwise agree, the Parties shall, and shall cause their respective Group members to, until the earlier of three years after the Distribution Date and such time as the formal subcontracting of the Embedded Xerox Portion of such Conduent Shared Customer Contract as contemplated by the following sentence is effected: (1) use their respective reasonable best efforts to obtain the Consent of or make the Consent to the third party to such Conduent Shared Customer Contract to the subcontracting of the portion of such Conduent Shared Customer Contract relating to the BPO Business (such services, the \u201cEmbedded Xerox Portion\u201d) to Xerox or a member of the Xerox Group and Xerox shall, and shall cause the members of its Group to, cooperate and use reasonable best efforts to assist Conduent and the members of its Group in obtaining such Consents and (2) cooperate in any reasonable and permissible arrangement to provide that a member of the Xerox Group shall receive the interest in the benefits and obligations of the Embedded Xerox Portion under such Conduent Shared Customer Contract. With respect to each Conduent Shared Customer Contract, if all required Consents are obtained, then the Parties shall, or shall cause the applicable members of their respective Groups to, enter into subcontracting arrangements on commercially reasonable terms mutually acceptable to both Parties pursuant to which the Embedded Xerox Portion with respect to such Conduent Shared Customer Contract shall be provided by Xerox or a member of the Xerox Group. Nothing in this Agreement shall require entering into a subcontracting arrangement with respect to a Conduent Shared Customer Contract unless and until any necessary Consents are obtained or made, as applicable.\n(d) Nothing in this Section 2.05 shall require either Party nor any member of their respective Groups to contribute capital, pay or grant any consideration or concession in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person (other than reasonable out-of-pocket expenses, attorneys\u2019 fees and recording or similar fees, all of which shall be reimbursed by the Party or the member of the Party\u2019s Group entitled to such Asset or intended to assume such Liability, as applicable, as promptly as reasonably practicable). For avoidance of doubt, reasonable out-of-pocket expenses, and recording or similar fees shall not include any purchase price, license fee or other payment or compensation for the procurement of any asset secured to replace an Asset in the course of a Party\u2019s obligation under Section 2.05(a), Section 2.05(b) or Section 2.05(c).", "samples": [{"hash": "1SgkWvuT7gW", "uri": "/contracts/1SgkWvuT7gW#shared-contracts", "label": "Separation and Distribution Agreement", "score": 29.3408622742, "published": true}, {"hash": "5JiniojAcBU", "uri": "/contracts/5JiniojAcBU#shared-contracts", "label": "Separation and Distribution Agreement (Xerox Corp)", "score": 28.0061607361, "published": true}, {"hash": "c8Tr1OG4c7W", "uri": "/contracts/c8Tr1OG4c7W#shared-contracts", "label": "Separation and Distribution Agreement (CONDUENT Inc)", "score": 27.7351131439, "published": true}], "snippet_links": [{"key": "with-respect-to", "type": "clause", "offset": [64, 79]}, {"key": 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"to-provide", "type": "clause", "offset": [1992, 2002]}, {"key": "following-the", "type": "definition", "offset": [2009, 2022]}, {"key": "the-interest", "type": "clause", "offset": [2310, 2322]}, {"key": "obligations-of-the", "type": "clause", "offset": [2343, 2361]}, {"key": "xerox-shared-customer-contract", "type": "definition", "offset": [2590, 2620]}, {"key": "conduent-shared-customer-contract", "type": "definition", "offset": [2624, 2657]}, {"key": "subject-to-sections", "type": "clause", "offset": [2669, 2688]}, {"key": "each-of-the-parties", "type": "clause", "offset": [2781, 2800]}, {"key": "efforts-to-obtain", "type": "clause", "offset": [4741, 4758]}, {"key": "consent-of", "type": "clause", "offset": [4763, 4773]}, {"key": "consent-to", "type": "clause", "offset": [4786, 4796]}, {"key": "use-reasonable-best-efforts", "type": "clause", "offset": [5131, 5158]}, {"key": "to-assist", "type": "clause", "offset": [5159, 5168]}, {"key": "required-consents", "type": "clause", "offset": [5537, 5554]}, {"key": "the-applicable", "type": "clause", "offset": [5608, 5622]}, {"key": "commercially-reasonable-terms", "type": "definition", "offset": [5704, 5733]}, {"key": "both-parties", "type": "definition", "offset": [5757, 5769]}, {"key": "pursuant-to", "type": "clause", "offset": [5770, 5781]}, {"key": "entering-into", "type": "clause", "offset": [5975, 5988]}, {"key": "subcontracting-arrangement", "type": "definition", "offset": [5991, 6017]}, {"key": "nothing-in-this-section", "type": "clause", "offset": [9583, 9606]}, {"key": "either-party", "type": "clause", "offset": [9626, 9638]}, {"key": "in-any-form", "type": "definition", "offset": [9749, 9760]}, {"key": "any-letter-of-credit", "type": "clause", "offset": [9782, 9802]}, {"key": "financial-accommodation", "type": "clause", "offset": [9822, 9845]}, {"key": "any-person", "type": "definition", "offset": [9850, 9860]}, {"key": "pocket-expenses", "type": "definition", "offset": [9891, 9906]}, {"key": "the-party", "type": "clause", "offset": [9991, 10000]}, {"key": "to-assume", "type": "clause", "offset": [10071, 10080]}, {"key": "for-avoidance-of-doubt", "type": "clause", "offset": [10152, 10174]}, {"key": "purchase-price", "type": "definition", "offset": [10263, 10277]}, {"key": "license-fee", "type": "clause", "offset": [10279, 10290]}, {"key": "other-payment", "type": "definition", "offset": [10294, 10307]}, {"key": "compensation-for-the", "type": "clause", "offset": [10311, 10331]}, {"key": "in-the-course-of", "type": "definition", "offset": [10385, 10401]}, {"key": "a-party", "type": "clause", "offset": [10402, 10409]}], "size": 21, "hash": "3f4de338035c02f087275f9fdb87a70f", "id": 7}], "next_curs": "ClkSU2oVc35sYXdpbnNpZGVyY29udHJhY3RzcjULEhZDbGF1c2VTbmlwcGV0R3JvdXBfdjU2IhlzaGFyZWQtY29udHJhY3RzIzAwMDAwMDBhDKIBAmVuGAAgAA==", "clause": {"size": 919, "title": "Shared Contracts", "children": [["", ""], ["eligibility", "Eligibility"], ["application", "Application"], ["purpose", "Purpose"], ["salary", "Salary"]], "parents": [["covenants", "Covenants"], ["the-separation", "The Separation"], ["additional-agreements", "Additional Agreements"], ["certain-covenants", "Certain Covenants"], ["no-other-representations-or-warranties", "No Other Representations or Warranties"]], "id": "shared-contracts", "related": [["transferred-contracts", "Transferred Contracts", "Transferred Contracts"], ["assigned-contracts", "Assigned Contracts", "Assigned Contracts"], ["assumed-contracts", "Assumed Contracts", "Assumed Contracts"], ["treatment-of-shared-contracts", "Treatment of Shared Contracts", "Treatment of <strong>Shared Contracts</strong>"], ["covered-contracts-and-contractors", "Covered Contracts and Contractors", "Covered Contracts and Contractors"]], "related_snippets": [], "updated": "2026-06-09T05:48:28+00:00", "also_ask": ["What key terms must be included to clearly define each party\u2019s rights and obligations in shared contracts?", "How can shared contract provisions be structured to minimize disputes over performance or liability?", "What are the most common negotiation pitfalls or leverage points when drafting shared contracts?", "How do courts typically interpret ambiguous shared contract language between multiple parties?", "How do shared contract frameworks differ across key jurisdictions or industries?"], "drafting_tip": "Specify parties' rights and obligations, clarify cost-sharing mechanisms, and define dispute resolution procedures to prevent misunderstandings and ensure enforceability.", "explanation": "The Shared Contracts clause establishes the terms under which multiple parties jointly enter into and are bound by a single contract. In practice, this clause outlines how responsibilities, rights, and obligations are distributed among the parties, and may specify procedures for decision-making, liability sharing, or dispute resolution. Its core function is to ensure clarity and coordination among all involved parties, reducing the risk of misunderstandings and facilitating effective collaboration under a unified agreement."}, "json": true, "cursor": ""}}