Common use of Split Contracts Clause in Contracts

Split Contracts. (a) From the date hereof until the Closing, upon the Buyers’ written request, with respect to any Split Contract, the Sellers and the Buyers shall use, and shall cause their respective Affiliates (including, after the Closing Date with respect to the Buyers, the Transferred Entities) to use, commercially reasonable efforts to cause the counterparty to such Split Contract to (i) enter into a new contract with the applicable Transferred Entity on terms substantially similar in all material respects to those contained in such Split Contract, in order for the Transferred Entity to receive the applicable benefits and bear the applicable burdens and obligations under such Split Contract (each such new contract, a “New Contract”), it being understood that a New Contract will not necessarily contain the same terms as the Split Contract to which it relates, or (ii) if practicable, and (subject to any required third-party consents or notices and any restrictions imposed by applicable Law), assign to the applicable Transferred Entity the benefits and obligations under such Split Contract to the extent relating to the Business; provided that no party to such Split Contract shall be required to assign any such benefits and obligations under any Split Contract if doing so would be reasonably expected to adversely affect its rights thereunder. In connection with the entering into of New Contracts, the Sellers and the Buyers shall use, and shall cause their respective Affiliates to use, reasonable best efforts to ensure that each member of the Seller Group and its Affiliates are released by such counterparty with respect to all liabilities and obligations relating to the Business. (b) If, prior to the Closing, the parties, with respect to any such Split Contract, are not able to obtain a New Contract in respect of such Split Contract or to assign to, as applicable, the applicable Transferred Entity the benefits and obligations of such Split Contract to the extent relating to the Business (which failure shall not constitute a breach of this Agreement or give rise to the failure of any condition to Closing), then until the earlier of (x) the first renewal date of such Split Contract and (y) the expiration of the applicable service set forth in the Transition Services Agreement: (i) the Sellers and the Buyers shall continue to use commercially reasonable efforts to cause the counterparty to enter into such a New Contract or so assign such benefits and obligations under such Split Contract; (ii) the Buyers shall, or shall cause the Transferred Entity to, bear the costs and liabilities under such Split Contract from and after the Closing to the extent of the benefits and rights that are received by the Buyers or the Transferred Entity from such Split Contract; and (iii) until such time as such a New Contract is executed or such benefits and obligations under such Split Contract are so assigned, the Buyers and the Sellers shall use commercially reasonable efforts to secure an alternative arrangement reasonably satisfactory to both parties under which the Business would, in compliance with applicable Law, obtain the benefits and bear the burdens associated with the applicable Split Contract such that the Business would be placed in a substantially similar position as if such a New Contract had been executed or such benefits and obligations had been so assigned. Sellers and their Affiliates shall be deemed to hold such Split Contract and all rights, benefits and privileges with respect thereto as a trustee for the benefit of the Transferred Entities and shall not terminate, modify or supplement (in each case in a manner that would adversely affect the Buyers or the Business) such Split Contract without the Buyers’ written consent. In furtherance of the foregoing, the Buyers shall, or shall cause their designee to, promptly pay, perform or discharge when due any Liability arising under any Split Contract from and after the Closing Date to the extent that such Liability relates to rights and benefits under such Split Contract that the Buyers (or the Transferred Entities) receives pursuant to this Section 5.08(b). (c) Notwithstanding anything to the contrary in this Agreement, (i) no member of the Seller Group shall have any obligation under this Section 5.08 with respect to any Split Contract following the earlier of (x) the first renewal date of such Split Contract and (y) the expiration of the applicable service set forth in the Transition Services Agreement and (ii) no member of the Seller Group shall be required to incur or assume any Liability of the Business in connection with any such activities described in this Section 5.08, unless reimbursed or fully indemnified by the Buyers for the full amount of any such Liability. The Buyers acknowledge that no member of the Seller Group shall have any Liability with respect to any New Contract or failure to obtain any New Contract.

Split Contracts. (a) From the date hereof until the Initial Closing, upon the Buyers’ written request, with respect to any Split Contract, the Sellers Seller and the Buyers each Purchaser shall use, and shall cause their respective Affiliates (including, after the Closing Date with respect to the Buyers, the Transferred Entities) to use, commercially reasonable efforts to cause the counterparty to such each Split Contract to (i) enter into or grant a new contract Contract (including, if applicable, by granting a novation of such Split Contract) with (x) if any Seller Entity is party to the applicable Transferred Entity Split Contract, such Purchaser or any designee of such Purchaser or (y) if any member of the Acquired Group is party to the Split Contract, Seller or any designee of Seller, on terms substantially similar in all material respects to those contained in such Split Contract, in order for the Transferred Entity such Purchaser or its designee to receive the applicable rights and benefits and bear the applicable burdens and obligations under of such Split Contract relating to the Business (such rights, benefits, burdens and obligations, the “Purchaser Portion”) and Seller or its designee to receive the rights and benefits and bear the burdens and obligations of such Split Contract relating to the Retained Businesses or otherwise not relating to the Business (such rights, benefits, burdens and obligations, the “Seller Portion”) (each such new contractContract, a “New Contract”), it being understood that a New Contract will not necessarily contain the same terms as the Split Contract to which it relates, or (ii) if practicable, and (subject to any required third-party consents notices or notices other Consents and any restrictions imposed by applicable Law), assign or novate to (x) if any Seller Entity is party to the applicable Transferred Entity Split Contract, such Purchaser or any designee of such Purchaser the benefits and obligations under Purchaser Portion of such Split Contract or (y) if any member of the Acquired Group is party to the extent relating to Split Contract, Seller or any designee of Seller the BusinessSeller Portion of such Split Contract; provided that (A) no party to such Split Contract shall be required to assign or novate any such benefits rights, benefits, burdens and obligations under any Split Contract if doing so would or would reasonably be reasonably expected to adversely affect its rights thereunderthereunder (other than those rights which are the subject of such assignment) and (B) no such New Contract or assignment or novation shall take effect prior to the Initial Closing. In connection with the entering any entry into of a New ContractsContract, the Sellers Seller and the Buyers applicable Purchaser shall use, and shall cause their respective Affiliates to use, commercially reasonable best efforts to ensure that (x) Seller and each member of the Seller Group and its Affiliates (other than the Acquired Group) are released (or, if applicable, novated) by such counterparty with respect to all liabilities Liabilities under such New Contract relating to the Business and obligations (y) each member of the Acquired Group is released (or, if applicable, novated) by such counterparty with respect to all Liabilities under such New Contract not relating to the Business. (b) If, prior to the Closing, the parties, with respect to any such Split Contract, are not able to obtain a New Contract in respect of such Split Contract or to assign to, as applicable, the applicable Transferred Entity the benefits and obligations of such Split Contract to the extent relating to the Business (which failure shall not constitute a breach of this Agreement or give rise to the failure of any condition to Closing), then until the earlier of (x) the first renewal date of such Split Contract and (y) the expiration of the applicable service set forth in the Transition Services Agreement: (i) the Sellers and the Buyers shall continue to use commercially reasonable efforts to cause the counterparty to enter into such a New Contract or so assign such benefits and obligations under such Split Contract; (ii) the Buyers shall, or shall cause the Transferred Entity to, bear the costs and liabilities under such Split Contract from and after the Closing to the extent of the benefits and rights that are received by the Buyers or the Transferred Entity from such Split Contract; and (iii) until such time as such a New Contract is executed or such benefits and obligations under such Split Contract are so assigned, the Buyers and the Sellers shall use commercially reasonable efforts to secure an alternative arrangement reasonably satisfactory to both parties under which the Business would, in compliance with applicable Law, obtain the benefits and bear the burdens associated with the applicable Split Contract such that the Business would be placed in a substantially similar position as if such a New Contract had been executed or such benefits and obligations had been so assigned. Sellers and their Affiliates shall be deemed to hold such Split Contract and all rights, benefits and privileges with respect thereto as a trustee for the benefit of the Transferred Entities and shall not terminate, modify or supplement (in each case in a manner that would adversely affect the Buyers or the Business) such Split Contract without the Buyers’ written consent. In furtherance of the foregoing, the Buyers shall, or shall cause their designee to, promptly pay, perform or discharge when due any Liability arising under any Split Contract from and after the Closing Date to the extent that such Liability relates to rights and benefits under such Split Contract that the Buyers (or the Transferred Entities) receives pursuant to this Section 5.08(b). (c) Notwithstanding anything to the contrary in this Agreement, (i) no member of the Seller Group shall have any obligation under this Section 5.08 with respect to any Split Contract following the earlier of (x) the first renewal date of such Split Contract and (y) the expiration of the applicable service set forth in the Transition Services Agreement and (ii) no member of the Seller Group shall be required to incur or assume any Liability of the Business in connection with any such activities described in this Section 5.08, unless reimbursed or fully indemnified by the Buyers for the full amount of any such Liability. The Buyers acknowledge that no member of the Seller Group shall have any Liability with respect to any New Contract or failure to obtain any New Contract.