Common use of Shared Contracts Clause in Contracts

Shared Contracts. Except as otherwise agreed by Seller and Purchaser in writing or as otherwise provided in this Agreement or any of the Ancillary Agreements (including with respect to any Specified Shared Contracts that relate to services to be provided under the Transition Services Agreement or the Supply Agreement), until the expiration or termination date of any Specified Shared Contract or any other Shared Contract (other than those Excluded Contracts listed on Schedule 1.1(c) which are not also Specified Shared Contracts) (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 respective Affiliates to) use commercially reasonable efforts to obtain or structure an arrangement for Purchaser to obtain the claims, rights and benefits, and assume the corresponding liabilities and obligations thereunder (other than to the extent relating to or arising out of any breach or other violation of such Shared Contract prior to the Closing), of such portion of any such Shared Contract that relates to and is allocated to the Program Business, as reasonably determined by Seller and Purchaser; provided, however, that Purchaser shall be under no obligation to enter into any such arrangement with respect to, or obtain any claims, rights and benefits, or assume any corresponding liabilities and obligations under, any Shared Contract other than a Specified Shared Contract; provided, further, that Seller and its Affiliates shall not be required to take any action that would, in the good-faith judgment of Seller upon the advice of outside counsel, constitute a breach or other contravention of the rights of any other party to such Shared Contract or be ineffective under, or contravene, applicable Law. With respect to Shared Contractual Liabilities pursuant to, under or relating to any Specified Shared Contract, such Shared Contractual Liabilities shall be allocated between Seller and Purchaser as follows: (i) if a liability is incurred solely in respect of either the Program Business or the other businesses of Seller or any of its Affiliates, such liability shall be allocated to Purchaser (in respect of the Transferred Assets) or Seller (in respect of the other businesses of Seller or any of its Affiliates); and (ii) if a liability cannot be so allocated under clause (i), such liability shall be allocated to Seller or Purchaser, as the case may be, based on the relative proportion of total benefit received by Purchaser in respect of the Program Business and Seller or any of its Affiliates in respect of its other businesses under the relevant Specified Shared Contract, as reasonably determined by Seller and Purchaser. Notwithstanding the foregoing, each of Seller and Purchaser shall be responsible for any or all liabilities arising from its (or its Affiliates’) direct or indirect breach of any Specified Shared Contract.

Shared Contracts. Except as otherwise agreed by Seller and Purchaser in writing or as otherwise provided in this Agreement or any Prior to the applicable Closing, each of the Ancillary Agreements (including with respect to any Specified Shared Contracts that relate to services to be provided under Sellers and the Transition Services Agreement or the Supply Agreement)Buyer shall, until the expiration or termination date of any Specified Shared Contract or any other Shared Contract (other than those Excluded Contracts listed on Schedule 1.1(c) which are not also Specified Shared Contracts) (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 respective Affiliates to) , use commercially their respective reasonable best efforts to obtain from, and to cooperate in obtaining from, and shall, and shall cause their respective Affiliates to, enter into with, each third party to a Shared Contract, either (a) a separate contract or structure an arrangement for Purchaser agreement in a form reasonably acceptable to obtain CCR and the claims, Buyer (a “New Contract”) that allocates the rights and benefitsobligations of the Sellers and their Affiliates under each such Shared Contract as between the Business (or applicable portion thereof), on the one hand, and assume the corresponding retained business of the Sellers and their Affiliates, 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 CCR and the Buyer effective as of the applicable Closing (the “Partial Assignments and Releases”) that (i) assigns the rights and obligations under such Shared Contract solely to the extent related to the Business (or applicable portion thereof) and arising after the applicable Closing to the Buyer and (ii) releases the Sellers and their Affiliates from all liabilities or obligations with respect to the Business (or applicable portion thereof) that arise after the applicable Closing. Any New Contracts that relate to the Business (or applicable portion thereof) (the “New Business Contracts”) shall be entered into by the Buyer or its Affiliates effective as of the applicable Closing and shall allocate to the Buyer all rights and obligations of the Sellers or their Affiliates (as applicable) under the applicable Shared Contract being replaced to the extent such rights and obligations relate to the Business (or applicable portion thereof) and arise after the applicable Closing. All purchase commitments under the Shared Contracts shall be allocated under the New Business Contracts or the Partial Assignments and Releases as between the Business (or applicable portion thereof), on the one hand, and the retained business of the Sellers and their Affiliates, on the other hand, in an equitable manner that is mutually and reasonably agreed to by the Buyer and the Sellers. In connection with the entering into of New Business Contracts, the parties shall use their reasonable best efforts to ensure that the Sellers and their Affiliates are released by the third party with respect to all liabilities and obligations thereunder (other than relating to the extent relating Business (or applicable portion thereof) and arising after the applicable Closing. In the event that any third party under a Shared Contract does not agree to enter into a New Business Contract or arising out Partial Assignment and Release consistent with this Section 5.16, the parties shall in good faith seek mutually acceptable alternative arrangements for purposes of any allocating rights and liabilities and obligations under such Shared Contract (provided, that such arrangements shall not result in a breach or other violation of such Shared Contract by the Sellers). Such alternative arrangements may include a subcontracting, sublicensing or subleasing arrangement under which the Buyer would, in compliance with Law, obtain the benefits under, and, to the extent first arising after the applicable Closing, assume the obligations and bear the economic burdens associated with, such Shared Contract solely to the extent related to the Business (or applicable portion thereof) or under which the Sellers would, upon the Buyer’s request, enforce for the benefit (and at the expense) of the Buyer any and all of the Sellers’ rights against such third party under such Shared Contract solely to the extent related to the Business (or applicable portion thereof), and the Sellers would promptly pay to the Buyer when received all monies received by them under such Shared Contract solely to the extent related to the Business (or applicable portion thereof). The parties also confirm their present intent to continue in the ordinary course of business consistent with past practice to uphold their respective commitments and cost sharing arrangements regarding sponsored marketing properties relating to the Business, to the extent those are mutually agreed upon from time to time. The Sellers shall provide a list of all Material Contracts and Shared Contracts in which such currently existing commitments and cost sharing arrangements are documented, and, with respect to Shared Contracts, which are related to the Business, as soon as reasonably practicable after the date hereof but in any event within forty-five (45) days following the date hereof and shall promptly notify the Buyer of any contract or agreement entered into between the date hereof and the applicable Closing Date in accordance with Section 5.01 in which any such arrangements are documented and which, had such contract or agreement been entered into prior to the Closing)date hereof, would have been a Material Contract required to be set forth on Section 3.12(a) of such portion of any such the Disclosure Schedule or a Shared Contract that relates to and is allocated to the Program Business, as reasonably determined by Seller and Purchaser; provided, however, that Purchaser shall be under no obligation to enter into any such arrangement with respect to, or obtain any claims, rights and benefits, or assume any corresponding liabilities and obligations under, any Shared Contract other than a Specified Shared Contract; provided, further, that Seller and its Affiliates shall not be required to take any action that would, in the good-faith judgment of Seller upon the advice of outside counsel, constitute a breach or other contravention be set forth on Section 3.12(b) of the rights of any other party to such Shared Contract or be ineffective under, or contravene, applicable Law. With respect to Shared Contractual Liabilities pursuant to, under or relating to any Specified Shared Contract, such Shared Contractual Liabilities shall be allocated between Seller and Purchaser as follows: (i) if a liability is incurred solely in respect of either the Program Business or the other businesses of Seller or any of its Affiliates, such liability shall be allocated to Purchaser (in respect of the Transferred Assets) or Seller (in respect of the other businesses of Seller or any of its Affiliates); and (ii) if a liability cannot be so allocated under clause (i), such liability shall be allocated to Seller or Purchaser, as the case may be, based on the relative proportion of total benefit received by Purchaser in respect of the Program Business and Seller or any of its Affiliates in respect of its other businesses under the relevant Specified Shared Contract, as reasonably determined by Seller and Purchaser. Notwithstanding the foregoing, each of Seller and Purchaser shall be responsible for any or all liabilities arising from its (or its Affiliates’) direct or indirect breach of any Specified Shared ContractDisclosure Schedule.

Shared Contracts. Except as otherwise agreed by Seller (a) The Parties acknowledge that Advisor Parent and Purchaser in writing or as otherwise provided in this Agreement or any its Subsidiaries (including the Target Companies) are parties to certain of the Ancillary Agreements Identified Contracts (including with respect to any Specified collectively, the “Shared Contracts Contracts”) that relate in part to services both (i) the operations or conduct of the business of the Target Companies and (ii) the operations or conduct of the business of Advisor Parent and its Subsidiaries other than the operations or conduct of business of the Target Companies (the “Retained Businesses”). Subject to be provided under the Transition Services Agreement or the Supply AgreementSection 6.5(c), until the expiration or termination date of any Specified Shared Contract or any Advisor Parent and GNL shall cooperate with each other Shared Contract (other than those Excluded Contracts listed on Schedule 1.1(c) which are not also Specified Shared Contracts) (assuming, for these purposes, that the then-current term in effect as of immediately and use their respective commercially reasonable efforts prior to the Closing is not renewed (i) to cause each Shared Contract to be apportioned (including by obtaining the consent of such counterparty to enter into a new contract or extendedamendment, or splitting or assigning in relevant part such Shared Contract), effective as of the Parties shall (Closing, between the Target Companies and shall cause their respective Affiliates to) use commercially reasonable efforts Advisor Parent and its Subsidiaries other than the Target Companies, pursuant to obtain or structure an arrangement for Purchaser to obtain which Advisor Parent and its Subsidiaries other than the claims, Target Companies will assume all of the rights and benefits, and assume the corresponding liabilities and obligations thereunder (other than to the extent relating to or arising out of any breach or other violation of such Shared Contract prior to the Closing), of such portion of any under such Shared Contract that relates to and is allocated relate to the Program BusinessRetained Businesses, as reasonably determined by Seller on the one hand, and Purchaser; provided, however, that Purchaser shall be under no obligation to enter into any such arrangement with respect to, or obtain any claims, rights and benefits, or the Target Companies will assume any corresponding liabilities and obligations under, any Shared Contract other than a Specified Shared Contract; provided, further, that Seller and its Affiliates shall not be required to take any action that would, in the good-faith judgment of Seller upon the advice of outside counsel, constitute a breach or other contravention all of the rights of any other party to and obligations under such Shared Contract or be ineffective underthat relate to the business of the Target Companies, or contravene, applicable Law. With respect to Shared Contractual Liabilities pursuant to, under or relating to any Specified Shared Contract, such Shared Contractual Liabilities shall be allocated between Seller and Purchaser as follows: (i) if a liability is incurred solely in respect of either the Program Business or on the other businesses of Seller or any of its Affiliates, such liability shall be allocated to Purchaser (in respect of the Transferred Assets) or Seller (in respect of the other businesses of Seller or any of its Affiliates)hand; and (ii) if a liability canin the case of Advisor Parent and its Subsidiaries other than the Target Companies, to cause the applicable counterparty to release the Target Companies, as applicable, from the obligations of Advisor Parent and its Subsidiaries other than the Target Companies arising after the Closing Date under the portion of the Shared Contract apportioned to Advisor Parent and its Subsidiaries other than the Target Companies and, in the case of the Target Companies, to cause the applicable counterparty to release Advisor Parent and its Subsidiaries other than the Target Companies from the obligations of the Target Companies arising after the Closing Date under the portion of the Shared Contract apportioned to the Target Companies. Subject to Section 6.5(c), with respect to any Shared Contract for which the arrangements described in this Section 6.4(a) could not be so allocated under clause entered into prior to the Closing, (i)) Advisor Parent and GNL shall work in good faith to determine the feasibility of separating such Shared Contract and (ii) if, notwithstanding such liability shall be allocated good-faith efforts, the Parties are unable to Seller or Purchaser, as the case may be, based agree on the relative proportion of total benefit received by Purchaser in respect of the Program Business and Seller or a mutually satisfactory plan for separating any of its Affiliates in respect of its other businesses under the relevant Specified such Shared Contract, as reasonably determined by Seller Advisor Parent and Purchaser. Notwithstanding GNL will negotiate in good faith appropriate means for (1) GNL and its Subsidiaries (including the foregoing, each Surviving Entities) to obtain the benefits and assume the obligations associated with the portion of Seller such Shared Contract relating to the business of the Target Companies for a transitional period to be no longer than nine (9) months following the Closing and Purchaser shall be responsible (2) Advisor Parent and its Subsidiaries to obtain the benefits and assume the obligations associated with the portion of such Shared Contract relating to the Retained Businesses for any or all liabilities arising from its (or its Affiliates’) direct or indirect breach of any Specified Shared Contracta transitional period.

Shared Contracts. Except as otherwise agreed by Seller Seller, on the one hand, and Purchaser in writing or as otherwise provided in this Agreement or any of Buyer, on the Ancillary Agreements (including with respect to any Specified Shared Contracts that relate to services to be provided under the Transition Services Agreement or the Supply Agreement)other hand, until the expiration or termination date of any Specified Shared Contract or any other Shared Contract (other than those Excluded Contracts listed on Schedule 1.1(c) which are not also Specified Shared Contracts) (assumingshall, 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 respective controlled Affiliates to) , cooperate and shall use commercially their reasonable best efforts to obtain or structure an arrangement for Purchaser cause the Contracts set forth in Schedule 5.05(a) (collectively, the “Designated Shared Contracts”) to obtain the claims, be replaced with separate contract rights and benefits, and assume obligations (the corresponding liabilities “Replacement Contracts”) that provide Buyer or any Purchased Company with contract rights and obligations thereunder (other than including as to pricing metrics) under the extent relating Designated Shared Contracts that are substantially similar to or arising out those contract rights and obligations (including as to pricing metrics) utilized by Seller in the conduct of any breach or other violation of such Shared Contract the Business prior to the Closing. Buyer and Seller shall each bear one-half (1/2) of the costs and expenses associated with first obtaining and/or entering into any Replacement Contract (e.g., transfer fees, deposits, etc.), of such portion of any such Shared Contract that relates to and is allocated to the Program Business, as reasonably determined by Seller and Purchaser; provided, however, that Purchaser neither Buyer nor Seller shall be under no obligation required to enter into incur any such arrangement further Liabilities or provide any financial accommodation in connection therewith or in connection with respect to, or obtain any claims, rights and benefits, or assume any corresponding liabilities and its obligations under, any pursuant to Backstop Designated Shared Contract other than a Specified Shared ContractContracts pursuant to this Section 5.05; provided, further, that Buyer shall be responsible for all ongoing (i.e., going forward, including payments due at the time of first obtaining and/or entering into any Replacement Contract intended to cover Buyer’s and its Subsidiaries’ going forward costs) costs or fees required to be paid under a Replacement Contract or Backstop Designated Shared Contract or any alternative arrangements entered into pursuant to this Section 5.05. Buyer and Seller shall cooperate and provide each other with reasonable assistance in effecting such separation of the Designated Shared Contracts prior to the Closing and for a period of one hundred eighty (180) days following the Closing. In addition, Seller shall, and shall cause its controlled Affiliates to, for a period of one hundred eighty days (180) use their reasonable best efforts to cause any Contract with Coca-Cola Foodservice or its Affiliates to be replaced with a Replacement Contract that provides Buyer or any Purchased Company with contract rights and obligations (including as to pricing metrics) that are substantially similar to those contract rights and obligations (including as to pricing metrics) set forth in the term sheet regarding such arrangement provided to Buyer prior to the date hereof, or such other terms as are reasonably requested by Buyer. If Buyer and Seller are not able to effect the separation of a Designated Shared Contract (each a “Backstop Designated Shared Contract”), such Backstop Designated Shared Contract shall be automatically deemed set forth on Schedule 5.05(b) on the Closing Date and, until any such Backstop Designated Shared Contract is separated or otherwise replaced, but in no event longer than one hundred eighty (180) days, to the extent permissible under Law and under the terms of such Backstop Designated Shared Contract, (i) Seller shall continue to perform the obligations under such Backstop Designated Shared Contract at the sole cost and expense of Buyer (i.e. Buyer shall promptly, but in no event later than thirty (30) days following receipt of a reasonably detailed invoice from Seller, reimburse Seller for any out-of-pocket costs and expenses or payments of obligations made by Seller under such Backstop Designated Shared Contract (which invoices shall be delivered by Seller to Buyer on a monthly basis and shall aggregate all out-of-pocket costs and expenses and payment of obligations made by Seller under all Backstop Designated Shared Contracts during such month, together with reasonable supporting documentation)), and Buyer shall indemnify and hold the Seller Indemnitees harmless from and against any and all Liabilities based upon, arising out of or relating to the interim arrangements contemplated by this clause (i) with respect to the Backstop Designated Shared Contracts, except to the extent any such Liability arises out of the gross negligence or willful misconduct of Seller, (ii) Buyer and Seller shall hold in trust for the benefit of the other Party, and shall promptly forward to the other Party, any monies or other benefits received pursuant to such Backstop Designated Shared Contract relating to the respective businesses of the other Party (or its respective Affiliates) and (iii) Buyer and Seller shall use commercially reasonable efforts to institute alternative arrangements intended to put the Parties in a substantially similar economic position as if such Backstop Designated Shared Contract were separated into Replacement Contracts in accordance with this Section 5.05; provided that, notwithstanding the foregoing provisions of this paragraph, for a period of one hundred eighty (180) days following the Closing, (x) Seller and its Affiliates shall renew each Designated Shared Contract upon the expiration or termination thereof if Buyer has not entered into a Replacement Contract in respect of such Designated Shared Contract, unless Buyer confirms to Seller in writing that Buyer does not need to receive the benefit of such Designated Shared Contract, and (y) to the extent any such Designated Shared Contract contains an “evergreen” provision that automatically renews such Designated Shared Contract unless terminated or cancelled by Seller or its Affiliates, Seller and its Affiliates shall not terminate or cancel such Designated Shared Contract if Buyer has not entered into a Replacement Contract in respect of such Designated Shared Contract, unless Buyer confirms to Seller in writing that Buyer does not need to receive the benefit of such Designated Shared Contract. For a period of one hundred eighty (180) days following the Closing, Buyer and Seller shall reasonably cooperate to replace any Backstop Designated Shared Contracts to the extent such Backstop Designated Shared Contracts are not separated or transitioned hereunder and, for the avoidance of doubt, Seller shall be required under no obligation hereunder to take (x) deliver to Buyer the same pricing metrics in any action that would, Designated Shared Contract in the good-faith judgment of Seller upon the advice of outside counsel, constitute connection with obtaining any Replacement Contract in respect thereof or providing an alternative arrangement with respect to a breach or other contravention of the rights of any other party to such Backstop Designated Shared Contract or be ineffective (y) after the Closing Date to separate or transition, or provide Buyer with any rights or benefits under, any Shared Contract that is not a Designated Shared Contract or contravenea Backstop Designated Shared Contract, applicable Lawas the case may be. With respect to Shared Contractual Liabilities pursuant to, under or relating to any Specified a given Backstop Designated Shared Contract, such Shared Contractual Liabilities shall shall, unless otherwise allocated pursuant to this Agreement or a Replacement Contract, be allocated from time to time between Seller and Purchaser as follows: (i) if a liability is incurred solely in respect of either the Program Business or Retained Subsidiaries, on the one hand, and Buyer and the Purchased Companies, on the other businesses of Seller or any of its Affiliates, such liability shall be allocated to Purchaser (in respect of the Transferred Assets) or Seller (in respect of the other businesses of Seller or any of its Affiliates); and (ii) if a liability cannot be so allocated under clause (i), such liability shall be allocated to Seller or Purchaserhand, as the case may be, based on the relative proportion proportions of total benefit benefits received by Purchaser in respect (to the extent the Liabilities relate to a specific period, over such period, and otherwise over the term of the Program Business applicable Backstop Designated Shared Contract, measured up to the date of the allocation, without duplication) by Seller and Seller the Retained Subsidiaries, on the one hand, or any of its Affiliates in respect of its Buyer and the Purchased Companies, on the other businesses hand, under the relevant Specified Backstop Designated Shared Contract, as reasonably determined by Seller and Purchaser. Notwithstanding the foregoing, each of Seller and Purchaser Party shall be solely responsible for any and all Liabilities to the extent arising out of or all liabilities arising from its relating to such Party’s (or its AffiliatesSubsidiaries’) direct or indirect breach of any Specified such Backstop Designated Shared Contract. It is acknowledged that for the purposes of this Section 5.05 changes in volume metrics, as well as changes to reflect the needs of the applicable Party, shall not be considered when determining whether contract rights and obligations are “substantially similar.”

Shared Contracts. Except as otherwise agreed by Seller and Purchaser in writing or as otherwise provided in this Agreement or any Prior to the applicable Closing, each of the Ancillary Agreements (including with respect to any Specified Shared Contracts that relate to services to be provided under Sellers and the Transition Services Agreement or the Supply Agreement)Buyer shall, until the expiration or termination date of any Specified Shared Contract or any other Shared Contract (other than those Excluded Contracts listed on Schedule 1.1(c) which are not also Specified Shared Contracts) (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 respective Affiliates to) , use commercially their respective reasonable best efforts to obtain from, and to cooperate in obtaining from, and shall, and shall cause their respective Affiliates to, enter into with, each third party to a Shared Contract, either (a) a separate contract or structure an arrangement for Purchaser agreement in a form reasonably acceptable to obtain CCR and the claims, Buyer (a “New Contract”) that allocates the rights and benefitsobligations of the Sellers and their Affiliates under each such Shared Contract as between the Business (or applicable portion thereof), on the one hand, and assume the corresponding retained business of the Sellers and their Affiliates, 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 CCR and the Buyer effective as of the applicable Closing (the “Partial Assignments and Releases”) that (i) assigns the rights and obligations under such Shared Contract solely to the extent related to the Business (or applicable portion thereof) and arising after the applicable Closing to the Buyer and (ii) releases the Sellers and their Affiliates from all liabilities or obligations with respect to the Business (or applicable portion thereof) that arise after the applicable Closing. Any New Contracts that relate to the Business (or applicable portion thereof) (the “New Business Contracts”) shall be entered into by the Buyer or its Affiliates effective as of the applicable Closing and shall allocate to the Buyer all rights and obligations of the Sellers or their Affiliates (as applicable) under the applicable Shared Contract being replaced to the extent such rights and obligations relate to the Business (or applicable portion thereof) and arise after the applicable Closing. All purchase commitments under the Shared Contracts shall be allocated under the New Business Contracts or the Partial Assignments and Releases as between the Business (or applicable portion thereof), on the one hand, and the retained business of the Sellers and their Affiliates, on the other hand, in an equitable manner that is mutually and reasonably agreed to by the Buyer and the Sellers. In connection with the entering into of New Business Contracts, the parties shall use their reasonable best efforts to ensure that the Sellers and their Affiliates are released by the third party with respect to all liabilities and obligations thereunder (other than relating to the extent relating Business (or applicable portion thereof) and arising after the applicable Closing. In the event that any third party under a Shared Contract does not agree to enter into a New Business Contract or arising out Partial Assignment and Release consistent with this Section 5.17, the parties shall in good faith seek mutually acceptable alternative arrangements for purposes of any allocating rights and liabilities and obligations under such Shared Contract (provided, that such arrangements shall not result in a breach or other violation of such Shared Contract by the Sellers). Such alternative arrangements may include a subcontracting, sublicensing or subleasing arrangement under which the Buyer would, in compliance with Law, obtain the benefits under, and, to the extent first arising after the applicable Closing, assume the obligations and bear the economic burdens associated with, such Shared Contract solely to the extent related to the Business (or applicable portion thereof) or under which the Sellers would, upon the Buyer’s request, enforce for the benefit (and at the expense) of the Buyer any and all of the Sellers’ rights against such third party under such Shared Contract solely to the extent related to the Business (or applicable portion thereof), and the Sellers would promptly pay to the Buyer when received all monies received by them under such Shared Contract solely to the extent related to the Business (or applicable portion thereof). The parties also confirm their present intent to continue in the ordinary course of business consistent with past practice to uphold their respective commitments and cost sharing arrangements regarding sponsored marketing properties relating to the Business, to the extent those are mutually agreed upon from time to time. The Sellers shall provide a list of all Material Contracts and Shared Contracts in which such currently existing commitments and cost sharing arrangements are documented, and, with respect to Shared Contracts, which are related to the Business, as soon as reasonably practicable after the date hereof but in any event within the earlier to occur of (x) the date that is forty-five (45) days following the date hereof and (y) the Initial Closing Date, and shall promptly notify the Buyer of any contract or agreement entered into between the date hereof and the applicable Closing Date in accordance with Section 5.01 in which any such arrangements are documented and which, had such contract or agreement been entered into prior to the Closing)date hereof, would have been a Material Contract required to be set forth on Section 3.12(a) of such portion of any such the Disclosure Schedule or a Shared Contract that relates to and is allocated to the Program Business, as reasonably determined by Seller and Purchaser; provided, however, that Purchaser shall be under no obligation to enter into any such arrangement with respect to, or obtain any claims, rights and benefits, or assume any corresponding liabilities and obligations under, any Shared Contract other than a Specified Shared Contract; provided, further, that Seller and its Affiliates shall not be required to take any action that would, in the good-faith judgment of Seller upon the advice of outside counsel, constitute a breach or other contravention be set forth on Section 3.12(b) of the rights of any other party to such Shared Contract or be ineffective under, or contravene, applicable Law. With respect to Shared Contractual Liabilities pursuant to, under or relating to any Specified Shared Contract, such Shared Contractual Liabilities shall be allocated between Seller and Purchaser as follows: (i) if a liability is incurred solely in respect of either the Program Business or the other businesses of Seller or any of its Affiliates, such liability shall be allocated to Purchaser (in respect of the Transferred Assets) or Seller (in respect of the other businesses of Seller or any of its Affiliates); and (ii) if a liability cannot be so allocated under clause (i), such liability shall be allocated to Seller or Purchaser, as the case may be, based on the relative proportion of total benefit received by Purchaser in respect of the Program Business and Seller or any of its Affiliates in respect of its other businesses under the relevant Specified Shared Contract, as reasonably determined by Seller and Purchaser. Notwithstanding the foregoing, each of Seller and Purchaser shall be responsible for any or all liabilities arising from its (or its Affiliates’) direct or indirect breach of any Specified Shared ContractDisclosure Schedule.

Shared Contracts. Except as otherwise agreed by Seller and Purchaser in writing Buyer or as otherwise provided in this Agreement or any of the Ancillary Agreements other Transaction Agreement (including with respect to any Specified Shared Contracts that relate to services to be provided under the Transition Services Agreement or the Supply Agreement), until the earlier of 12 months following the Closing Date and the expiration or termination date of any Specified the applicable Shared Contract or any other Shared Contract (other than those Excluded Contracts listed on Schedule 1.1(c) which are not also Specified Shared Contracts) (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 respective Affiliates to) use commercially reasonable efforts Commercially Reasonable Efforts to, at no cost to Seller or its Affiliates, obtain or structure an arrangement for Purchaser Buyer or its applicable Affiliates to obtain receive the claims, rights and benefits, and assume bear the corresponding liabilities obligations and obligations thereunder (other than to the extent relating to or arising out of any breach or other violation of such Shared Contract prior to the Closing)burdens, of such portion of any such Shared Contract that relates to the Business and is allocated to the Program Business, as reasonably determined by Seller and Purchaser; provided, however, that Purchaser shall be under no obligation to enter into any Company Group in accordance with this Section 5.18. Each such arrangement shall provide Buyer with the ability to direct Seller or its applicable Affiliate to undertake any action or not undertake any action with respect to, or obtain any claims, rights and benefits, or assume any corresponding liabilities and obligations under, any to the underlying Shared Contract other than a Specified Shared Contractsolely as it relates to the Business; provided, further, provided that Seller and its Affiliates shall not be required to take any action or not take any action that would, in the good-faith judgment of Seller upon the advice of outside counsel, would constitute a breach or other contravention of the rights of any other party to such Person, or be ineffective under or contravene Applicable Law or the applicable Shared Contract or be ineffective under, materially and adversely affect the contractual rights of Seller or contravene, applicable Lawits Affiliates under such Shared Contract. Buyer shall indemnify and hold harmless Seller and its Affiliates from any and all Damages or other Liabilities arising out of each such arrangement (other than Shared Contractual Liabilities (x) allocated to Seller in accordance with this Section 5.18 or (y) arising out of Seller’s breach of this Section 5.18). Seller shall indemnify and hold harmless Buyer and its Affiliates from any and all Damages or other Liabilities arising out of (x) any breach of any Shared Contract by Seller or its Affiliates or (y) the gross negligence or willful misconduct of Seller or its Affiliates in connection with Seller’s or its Affiliates’ administration of any such arrangement or any Shared Contract. With respect to Shared Contractual Liabilities pursuant to, under or relating to any Specified Shared Contract, such Shared Contractual Liabilities shall be allocated between Seller and Purchaser Buyer as follows: (ia) if a liability Liability is incurred solely in respect of either the Program Business or the remainder of Seller’s business (other businesses of Seller or any of its Affiliatesthan the Business), such liability Liability shall be allocated to Purchaser Buyer (in respect of the Transferred AssetsBusiness) or Seller (in respect of the reminder of Seller’s business (other businesses of Seller or any of its Affiliatesthan the Business)); and (iib) if a liability Liability cannot be so allocated under clause (ia), such liability Liability shall be allocated to Seller or PurchaserBuyer, as the case may be, based on the relative proportion of total benefit received by Purchaser in respect of the Program Business and Seller or any the reminder of its Affiliates in respect of its Seller’s business (other businesses than the Business) under the relevant Specified Shared Contract, as reasonably determined by Seller and Purchaser. Notwithstanding the foregoing, each of Seller and Purchaser shall be responsible for any or all liabilities arising from its (or its Affiliates’) direct or indirect breach of any Specified Shared Contract.

Shared Contracts. (a) Except as otherwise agreed by Seller the Sellers and Purchaser in writing the Buyer or as otherwise expressly provided in this Agreement or any of the Ancillary Agreements (including with respect to any Specified Shared Contracts that relate Contract identified by Buyer and Seller as reasonably necessary for Buyer to services to be continue operation of the Business upon termination of any service provided under the Transition Services Agreement or the Supply Agreement), until the expiration or termination date of any Specified the applicable Shared Contract or any other Shared Contract (other than those Excluded Contracts listed on Schedule 1.1(c) which are not also Specified Shared Contracts) (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 respective Affiliates to) use commercially reasonable best efforts to obtain or structure an arrangement for Purchaser the Buyer to obtain receive the claims, rights and benefits, and assume bear the corresponding liabilities obligations and obligations thereunder (other than to burdens, of the extent relating to or arising out of any breach or other violation portion of such Shared Contract prior that the Buyer determines is reasonably necessary for Buyer to continue operation of the Closing), of such portion Business upon termination of any such Shared Contract that relates to and is allocated to service provided under the Program Business, as reasonably determined by Seller and PurchaserTransition Services Agreement; provided, however, that Purchaser shall be under no obligation to enter into any such arrangement with respect to, or obtain any claims, rights the Sellers and benefits, or assume any corresponding liabilities and obligations under, any Shared Contract other than a Specified Shared Contract; provided, further, that Seller and its their respective Affiliates shall not be required to take any action that would, in the good-faith judgment of Seller upon the advice of outside counselSellers, constitute a breach or other contravention of the rights of any other party to such Shared Contract or Person(s), be ineffective under, or contravene, applicable LawLaw or any such Shared Contract or adversely affect the contractual rights of the Sellers or any of their respective Affiliates. The Buyer shall indemnify and hold harmless the Sellers and their respective Affiliates for and against all out-of-pocket Liabilities (including Tax Liabilities) arising out of or relating to each such arrangement. With respect to Shared Contractual Liabilities any Liability pursuant to, under or relating to any Specified Shared Contract, such Shared Contractual Liabilities Liability shall be allocated between Seller the applicable Seller, on the one hand, and Purchaser the Buyer, on the other hand, as follows: (i) if a liability Liability is incurred solely in respect of either the Program Business or the other businesses of Seller or any of its Affiliatessuch Seller, such liability Liability shall be allocated to Purchaser the Buyer (in respect of to the Transferred Assetsextent it would otherwise constitute an Assumed Liability) or such Seller (in respect of to the other businesses of Seller or any of its Affiliatesextent it would otherwise constitute an Excluded Liability); , and (ii) if a liability Liability cannot be so allocated under clause (i), such liability Liability shall be allocated to Seller such applicable Seller, or Purchaserthe Buyer, as the case may be, based on the relative proportion of total benefit received by Purchaser in respect of the Program Business (taking into account the extent to which such Liability would otherwise constitute an Assumed Liability or an Excluded Liability hereunder) and Seller or any of its Affiliates in respect of its the other businesses of such Seller under the relevant Specified Shared Contract, as reasonably determined by such Seller and Purchaserconsistent with this Agreement. Notwithstanding the foregoing, each of Seller the Sellers and Purchaser the Buyer shall be responsible for any or all liabilities Liabilities arising from its (or its Affiliates’) direct or indirect breach of any Specified Shared Contract.

Shared Contracts. Except as otherwise agreed by Seller The Commercial Contracts that are partly associated with the EL Business and Purchaser in writing or as otherwise provided in this Agreement or any partly with other businesses of the Ancillary Agreements Sellers or their affiliates (including the “Shared Contracts”) are set out in Part I of Appendix 8. The Sellers shall use their best efforts to have, in close cooperation with respect to any Specified the Purchaser, all Shared Contracts that relate divided as soon as practicable after Closing, by agreeing upon and documenting with the counterparty an appropriate separation of the rights and obligations associated with the EL Business and the rights and obligations associated with other businesses of the Sellers or their affiliates. Until a division of a Shared Contract is agreed and documented by all relevant parties, the Parent Company or the Subsidiary shall remain a party to services the Shared Contracts, and the Sellers shall give all reasonable assistance to be provided the Purchaser, at the Purchaser’s request, to exercise or enforce the rights and perform the obligations associated with the EL Business under the Transition Services Agreement or Shared Contracts. Without limiting the Supply Agreement)foregoing, until such division is achieved, the expiration or termination date Sellers shall without delay communicate to the Purchaser any customer orders and other orders for delivery of any Specified Shared Contract or any other Shared Contract (other than those Excluded Contracts listed on Schedule 1.1(c) which are not also Specified EL Business products as well as all enquiries relating to the EL Business under the Shared Contracts) (assuming, for these purposes, that the then-current term in effect as of immediately prior to the Closing is not renewed or extended), and the Parties shall agree upon the arrangement whereby the Shared Contract, for the relevant part pertaining to the EL Business, will be performed by the Purchaser (at the cost and for the benefit of the Purchaser but formally in the name of the Sellers). If a Shared Contract relates to supplies, deliveries or services to the Sellers, the Purchaser shall cause their respective Affiliates to) use commercially reasonable efforts have the benefit of all outstanding orders relating to obtain or structure an arrangement for Purchaser to obtain the claimsEL Business under such Shared Contracts (a non-exclusive listing of such orders set out in Appendix 2, rights sheets Open PO’s Espoo and benefitsOpen PO’s Beaverton), and assume the corresponding liabilities and obligations thereunder (other than shall, pursuant to Section 4.2, pay, to the extent relating required to or arising be paid after the Transfer Date, the trade accounts payable set out of any breach or other violation in Appendix 9. Until a division of such Shared Contract prior to has been achieved, the Closing), Sellers shall facilitate that the Purchaser may (at the cost of such portion the Purchaser but formally in the name of any the Sellers) order products and otherwise enforce the rights associated with the EL Business under such Shared Contract that relates to Contracts. If there are other contracts (than those identified in Part 1 of Appendix 8), which are partly associated with the EL Business and is allocated to the Program Business, as reasonably determined by Seller and Purchaser; provided, however, that Purchaser shall be under no obligation to enter into any such arrangement partly with respect to, or obtain any claims, rights and benefits, or assume any corresponding liabilities and obligations under, any Shared Contract other than a Specified Shared Contract; provided, further, that Seller and its Affiliates shall not be required to take any action that would, in the good-faith judgment of Seller upon the advice of outside counsel, constitute a breach or other contravention of the rights of any other party to such Shared Contract or be ineffective under, or contravene, applicable Law. With respect to Shared Contractual Liabilities pursuant to, under or relating to any Specified Shared Contract, such Shared Contractual Liabilities shall be allocated between Seller and Purchaser as follows: (i) if a liability is incurred solely in respect of either the Program Business or the other businesses of Seller the Sellers or any their affiliates, upon request of its Affiliates, such liability the Purchaser the above principles shall be allocated applied with respect to Purchaser (in respect of the Transferred Assets) or Seller (in respect of the other businesses of Seller or any of its Affiliates); and (ii) if a liability cannot be so allocated under clause (i), such liability shall be allocated to Seller or Purchaser, as the case may be, based on the relative proportion of total benefit received by Purchaser in respect of the Program Business and Seller or any of its Affiliates in respect of its other businesses under the relevant Specified Shared Contract, as reasonably determined by Seller and Purchaser. Notwithstanding the foregoing, each of Seller and Purchaser shall be responsible for any or all liabilities arising from its (or its Affiliates’) direct or indirect breach of any Specified Shared Contractcontracts.

Shared Contracts. Except as otherwise agreed by Seller and Purchaser in writing or as otherwise provided in this Agreement or any of the Ancillary Agreements (including with respect to any Specified Shared Contracts that relate to services to be provided under the Transition Services Agreement or the Supply Agreement)a) The Parties shall, until the expiration or termination date of any Specified Shared Contract or any other Shared Contract (other than those Excluded Contracts listed on Schedule 1.1(c) which are not also Specified Shared Contracts) (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 respective Affiliates subsidiaries to) , use their commercially reasonable efforts to obtain reasonably divide, partially assign, modify and/or replicate (in whole or structure an arrangement for Purchaser to obtain in part) the claims, respective rights and benefitsobligations under and in respect of any Shared Contract (including by working with third parties to such Shared Contracts), such that (i) Purchaser is the beneficiary of the rights and assume is responsible for the corresponding liabilities and obligations thereunder (other than related to the extent relating to or arising out of any breach or other violation portion of such Shared Contract prior relating to the ClosingBusiness (the “Purchaser Portion”), which rights shall be a Transferred Asset and which obligations shall be an Assumed Liability, and (ii) Seller is the beneficiary of the rights and is responsible for the obligations related to such portion Shared Contract not relating to the Business (the “Seller Portion”), which rights shall be an Excluded Asset and which obligations shall be a Retained Liability. If the Parties or their respective affiliates are not able to enter into an arrangement to divide, partially assign, modify and/or replicate (in whole or in part) the rights and obligations under and in respect of any such Shared Contract that relates to and is allocated as contemplated by the immediately preceding sentence prior to the Program BusinessClosing, as reasonably determined by the Closing shall nonetheless take place on the terms set forth herein and, thereafter, Purchaser and Seller shall, and Purchaser; provided, however, that Purchaser shall be under no obligation to enter into any such arrangement with respect cause their respective subsidiaries to, or obtain use their commercially reasonable efforts to cooperate (each at its own expense) in any claimslawful, rights contractually permissible and benefitscommercially reasonable arrangement under which, or assume any corresponding liabilities following the Closing and obligations underuntil the earlier of four (4) years after the Closing and the date on which the division, any Shared Contract other than a Specified Shared Contract; providedpartial assignment, further, that Seller and its Affiliates shall not be required to take any action that would, in the good-faith judgment modification and/or replication of Seller upon the advice of outside counsel, constitute a breach or other contravention of the rights of any other party to such Shared Contract or be ineffective underas contemplated by the immediately preceding sentence is effected, or contravene, applicable Law. With respect to Shared Contractual Liabilities pursuant to, Purchaser shall receive the interest in the benefits and obligations of the Purchaser Portion under or relating to any Specified Shared Contract, such Shared Contractual Liabilities Contract and Seller shall be allocated between Seller receive the interest in the benefits and Purchaser as follows: (i) if a liability is incurred solely in respect of either the Program Business or the other businesses of Seller or any of its Affiliates, such liability shall be allocated to Purchaser (in respect obligations of the Transferred Assets) or Seller (in respect of the other businesses of Seller or any of its Affiliates); and (ii) if a liability cannot be so allocated Portion under clause (i), such liability shall be allocated to Seller or Purchaser, as the case may be, based on the relative proportion of total benefit received by Purchaser in respect of the Program Business and Seller or any of its Affiliates in respect of its other businesses under the relevant Specified Shared Contract, as reasonably determined by Seller and Purchaser. Notwithstanding the foregoing, each of Seller and Purchaser shall be responsible for any or all liabilities arising from its (or its Affiliates’) direct or indirect breach of any Specified Shared Contract.

Shared Contracts. Except Buyer agrees and acknowledges that Parent and/or its Affiliates are parties to Contracts for products, materials or services that are used or sold by or provided to the Business and the other businesses of Parent and/or its Affiliates, as otherwise agreed by Seller and Purchaser set forth in writing or as otherwise provided in this Agreement or any Section 5.20 of the Ancillary Agreements Parent Disclosure Schedule, and which Contracts will not be assigned by Parent or its applicable Affiliates to Buyer (including such Contracts, the “Shared Contracts”). Parent shall use its commercially reasonable efforts to take such actions as may be reasonably requested by Buyer, and to otherwise cooperate with Buyer, in connection with Buyer’s efforts to enter into a separate agreement with the other party or parties to any Shared Contract (each such party, a “Vendor”) with respect to any Specified the products, materials or services covered by such Shared Contracts that Contract as they relate to or are used by the Business. To the extent Buyer is not able to enter into a separate agreement with any Vendor with respect to the products, materials or services covered by a Shared Contract set forth on Section 5.20A of the Parent Disclosure Schedule and which products, materials or services are not included in the Services (as defined in the Transition Services Agreement) (each such Shared Contract, an “Included Shared Contract”), the applicable Seller that is party to be provided such Included Shared Contract shall, for a period not to exceed twelve (12) months following the Closing Date, use commercially reasonable efforts to provide Buyer with the rights and benefits (subject to Buyer’s agreement to bear the related costs, burdens and obligations of such Included Shared Contract associated with obtaining such rights and benefits for the account of Buyer) under such Included Shared Contract to the same extent the Business enjoyed those rights and benefits prior to the Closing (whether under the Transition Services Agreement or the Supply Agreementotherwise), until including obtaining such goods and/or services from the expiration or termination date Vendor on behalf of any Specified Buyer under each such Included Shared Contract or any other Shared Contract (other than those Excluded Contracts listed on Schedule 1.1(c) which are not also Specified Shared Contracts) (assuming, for these purposes, that the then-current term same terms as in effect as of immediately prior to the Closing is not renewed or extended)Closing; provided, the Parties that Buyer shall (a) pay or satisfy all the out-of-pocket costs, expenses, obligations and shall cause their respective liabilities incurred by Parent and its Affiliates toin connection with the foregoing and (b) use commercially reasonable efforts to obtain or structure an arrangement for Purchaser to obtain comply with all of the claims, rights terms and benefits, and assume the corresponding liabilities and obligations thereunder (other than conditions of each Included Shared Contract as if such Buyer were a party thereto to the extent relating required for the applicable Seller to or arising out procure the goods and/or services on behalf of any breach or other violation of Buyer under each such Shared Contract prior to the Closing), of such portion of any such Shared Contract that relates to and is allocated to the Program Business, as reasonably determined by Seller and Purchaser; provided, however, that Purchaser shall be under no obligation to enter into any such arrangement with respect to, or obtain any claims, rights and benefits, or assume any corresponding liabilities and obligations under, any Shared Contract other than a Specified Shared Contract; provided, further, that Seller and its Affiliates shall not be required to take any action that would, in the good-faith judgment of Seller upon the advice of outside counsel, constitute a breach or other contravention of the rights of any other party to such Shared Contract or be ineffective under, or contravene, applicable Law. With respect to Shared Contractual Liabilities pursuant to, under or relating to any Specified Shared Contract, such Shared Contractual Liabilities shall be allocated between Seller and Purchaser as follows: (i) if a liability is incurred solely in respect of either the Program Business or the other businesses of Seller or any of its Affiliates, such liability shall be allocated to Purchaser (in respect of the Transferred Assets) or Seller (in respect of the other businesses of Seller or any of its Affiliates); and (ii) if a liability cannot be so allocated under clause (i), such liability shall be allocated to Seller or Purchaser, as the case may be, based on the relative proportion of total benefit received by Purchaser in respect of the Program Business and Seller or any of its Affiliates in respect of its other businesses under the relevant Specified Shared Contract, as reasonably determined by Seller and Purchaser. Notwithstanding the foregoing, each of Seller and Purchaser shall be responsible for any or all liabilities arising from its (or its Affiliates’) direct or indirect breach of any Specified Included Shared Contract.

Shared Contracts. Except as otherwise agreed by Seller Seller, on the one hand, and Purchaser in writing or as otherwise provided in this Agreement or any of Buyer, on the Ancillary Agreements (including with respect to any Specified Shared Contracts that relate to services to be provided under the Transition Services Agreement or the Supply Agreement)other hand, until the expiration or termination date of any Specified Shared Contract or any other Shared Contract (other than those Excluded Contracts listed on Schedule 1.1(c) which are not also Specified Shared Contracts) (assumingshall, 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 respective Affiliates to, cooperate with each other and shall use their commercially reasonable efforts to cause the Shared Contracts to be amended and/or replaced with separate contracts (the “Replacement Contracts”) that provide that (a) Seller or any Retained Entity designated by Seller receives contract rights and is bound by obligations under the Replacement Contracts that are substantially similar to those contract rights and obligations under the Shared Contracts applicable to the conduct of the Retained Business prior to the Closing and (b) any Purchased Subsidiary receives contract rights and is bound by obligations under the Replacement Contracts that are substantially similar to those contract rights and obligations under the Shared Contracts applicable to the conduct of the Business prior to the Closing. Buyer and Seller shall cooperate and provide each other with reasonable assistance in effecting such separation of the Shared Contracts prior to the Closing and, if not completed by the Closing with respect to any Shared Contract, for a period of six (6) months following the Closing Date. Notwithstanding the foregoing, none of Seller, Buyer or any of their respective Affiliates shall be required to expend any material amount of money, incur any Liabilities, commence any Action, or offer or grant any accommodation (financial or otherwise) to any third party, including any accommodation or arrangement to remain secondarily liable or contingently liable for any Liability of the other, in order to effect the separation of a Shared Contract or obtain any Replacement Contract. If Buyer and Seller are not able to effect the separation of a Shared Contract prior to the Closing, then after the Closing, until any such Shared Contract is separated, to the extent permissible under Law and under the terms of such Shared Contract, Buyer and Seller shall, or shall cause one of their Affiliates to, (i) assume and perform the Liabilities under such Shared Contract relating to (A) in the case of Buyer, the Business and (B) in the case of Seller, the Retained Business (and in each case, the applicable Party shall promptly reimburse the other Party for any reasonable expenses relating thereto incurred by the other Party or its Subsidiaries), (ii) hold in trust for the benefit of the other Party, and shall promptly forward to the other Party, any monies or other benefits received pursuant to such Shared Contract relating to the business of the other Party (or the business of its Subsidiaries) and (iii) use commercially reasonable efforts to obtain institute alternative arrangements intended to put the Parties in a substantially similar economic position as if such Shared Contract was separated as described above; provided that, notwithstanding the foregoing, following the Closing, (x) no Party shall have any obligation to renew any Shared Contract upon the expiration or structure an arrangement for Purchaser to obtain the claims, rights termination thereof and benefits, and assume the corresponding liabilities and obligations thereunder (other than y) to the extent relating to or arising out of any breach or other violation of such Shared Contract prior to the Closing), of such portion of any such Shared Contract contains an “evergreen” provision that relates to and is allocated automatically renews such Shared Contract unless terminated or cancelled by either party thereto, the applicable Party shall not be prohibited from terminating or canceling such Shared Contract as permitted pursuant to the Program Businessterms thereof. Notwithstanding anything herein to the contrary, as reasonably determined by Seller and Purchaser; provided, however, that Purchaser shall be under no obligation to enter into any such arrangement with respect to, to Liabilities arising under or obtain any claims, rights and benefits, or assume any corresponding liabilities and obligations under, resulting from any Shared Contract other than (whether first arising prior to or after the Closing, and including any such Liability under a Specified Shared Contract as to which a Replacement Contract is not obtained prior to Closing), including any Liabilities resulting from any products or services provided under such Shared Contract; provided, furtherfrom and after the Closing (1) to the extent such Liabilities are related exclusively to the Business, that Buyer and its Subsidiaries (including the Purchased Subsidiaries) shall be responsible for such Liabilities and shall indemnify and hold harmless Seller and its Affiliates (including the Retained Entities) for such Liabilities, (2) to the extent such Liabilities are related exclusively to the Retained Business, Seller and its Affiliates (including the Retained Entities) shall be responsible for such Liabilities and shall indemnify and hold harmless Buyer and its Affiliates (including the Purchased Subsidiaries) for such Liabilities and (3) to the extent such Liabilities are not be required clearly exclusively related to take any action that would, in either the good-faith judgment of Seller upon Business or the advice of outside counsel, constitute a breach or other contravention of the rights of any other party to such Shared Contract or be ineffective under, or contravene, applicable Law. With respect to Shared Contractual Liabilities pursuant to, under or relating to any Specified Shared ContractRetained Business, such Shared Contractual Liabilities shall be allocated between Seller the Business, on the one hand, and Purchaser as follows: (i) if a liability is incurred solely in respect of either the Program Business or Retained Business, on the other businesses of Seller or any of its Affiliates, such liability shall be allocated to Purchaser (in respect of the Transferred Assets) or Seller (in respect of the other businesses of Seller or any of its Affiliates); and (ii) if a liability cannot be so allocated under clause (i), such liability shall be allocated to Seller or Purchaser, as the case may behand, based on the relative proportion proportions of total benefit benefits received by Purchaser in respect (to the extent the Liabilities relate to a specific period, over such period, and otherwise over the term of the Program Business and Seller or any of its Affiliates in respect of its other businesses under the relevant Specified such Shared Contract, as reasonably determined measured up to the date of the allocation, without duplication) by Seller the Business, on the one hand, or the Retained Business, on the other hand, under such Shared Contract and Purchaser. Notwithstanding (A) Buyer and its Subsidiaries (including the foregoing, each of Seller and Purchaser Purchased Subsidiaries) shall be responsible for any or all liabilities arising from such Liabilities so allocated to the Business and shall indemnify and hold harmless Seller and its Affiliates (or including the Retained Entities) for such Liabilities so allocated and (B) Seller and its Affiliates’Affiliates (including the Retained Entities) direct or indirect breach of any Specified Shared Contractshall be responsible for such Liabilities so allocated to the Retained Business and shall indemnify and hold harmless Buyer and its Affiliates (including the Purchased Subsidiaries) for such Liabilities so allocated.

Shared Contracts. Except as otherwise agreed by Seller (a) Separation of Certain Shared Contracts for Benefit of Purchaser. Prior to the Closing, Sellers and Purchaser in writing or as otherwise provided in this Agreement or any of the Ancillary Agreements (including with respect to any Specified Shared Contracts that relate to services to be provided under the Transition Services Agreement or the Supply Agreement), until the expiration or termination date of any Specified Shared Contract or any other Shared Contract (other than those Excluded Contracts listed on Schedule 1.1(c) which are not also Specified Shared Contracts) (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 respective Affiliates to) use commercially reasonable efforts to obtain or structure an arrangement for Purchaser work together (and, if necessary and desirable, to obtain work with the claims, rights and benefits, and assume the corresponding liabilities and obligations thereunder (other than third parties to the extent relating Separation Shared Contracts) in an effort to or arising out of any breach or other violation of such Shared Contract prior to the Closing), of such portion of any such Shared Contract that relates to and is allocated to the Program Business, as reasonably determined by Seller and Purchaser; provided, however, that Purchaser shall be under no obligation to enter into any such arrangement with respect to, or obtain any claims, rights and benefits, or assume any corresponding liabilities and obligations under, any Shared Contract other than a Specified Shared Contract; provided, further, that Seller and its Affiliates shall not be required to take any action that would, in the good-faith judgment of Seller upon the advice of outside counsel, constitute a breach or other contravention of the rights of any other party to such Shared Contract or be ineffective under, or contravene, applicable Law. With respect to Shared Contractual Liabilities pursuant to, under or relating to any Specified Shared Contract, such Shared Contractual Liabilities shall be allocated between Seller and Purchaser as follows: (i) if a liability is incurred solely divide, modify and/or replicate (in respect of either whole or in part) the Program Business or the other businesses of Seller or any of its Affiliates, such liability shall be allocated to Purchaser (respective rights and obligations under and in respect of the Transferred Assets) or Seller (in respect of the other businesses of Seller or any of its Affiliates); Separation Shared Contracts and (ii) if a liability cannot be so allocated reasonably feasible, novate the respective rights and obligations under clause (i), such liability shall be allocated to Seller or Purchaser, as the case may be, based on the relative proportion of total benefit received by Purchaser and in respect of the Program Separation Shared Contracts, such that, effective as of the Closing, (A) Purchaser is the beneficiary of the rights and is responsible for the obligations related to that portion of the Separation Shared Contract Related to the Business and Seller included in the Purchased Assets (the “Business Portion”) so that, subsequent to the Closing, Sellers shall have no rights or any obligations with respect to the Business Portion of its Affiliates in respect of its other businesses under the relevant Specified Separation Shared Contract, and (B) the applicable Seller is the beneficiary of the rights and is responsible for the obligations related to that portion of the Separation Shared Contract other than the Business Portion (the “Non-Business Portion”) so that, subsequent to the Closing, Purchaser shall have no rights or obligations with respect to the Non-Business Portion of the Separation Shared Contract. If the applicable parties are not able to enter into an arrangement to formally divide, modify and/or replicate one or more Separation Shared Contracts prior to the Closing as reasonably determined contemplated by Seller and Purchaser. Notwithstanding the foregoingprevious sentence, each of Seller and then (i) Purchaser shall be responsible for any or all liabilities arising from its (or its Affiliates’) direct or indirect breach entitled to the benefits of the Business Portion of any Specified such Separation Shared ContractContract accruing on or after the Closing Date to the extent (and only to the extent) that Sellers may provide such benefits (A) without violating the terms of such Separation Shared Contract and (B) without incurring any material expense (and any such expense shall be reimbursed by Purchaser) and (ii) to the extent Purchaser receives such benefits, Purchaser shall perform at its sole cost and expense the obligations of the applicable Seller to be performed after the Closing under the Business Portion of such Separation Shared Contract as in effect on the Closing Date until the earliest of (i) such time as separate Contracts for such goods or services have been agreed between such Seller and the other party to such Contracts, (ii) the election by Seller to terminate such arrangement, (iii) the termination of such Separation Shared Contract and (iv) the date which is 12 months after the Closing Date.

Shared Contracts. Except as otherwise agreed by Seller Prior to the Closing and Purchaser in writing or as otherwise provided in this Agreement or any of the Ancillary Agreements (including except with respect to any Specified Shared Contracts that relate to services specifically to be provided under addressed pursuant to the Transition Services Agreement or Agreement, with respect to each Shared Contract, including each of the Supply Agreement), until Shared Contracts set forth in Section 6.12(c) of the expiration or termination date of any Specified Shared Contract or Disclosure Schedule and any other Shared Contract for which Purchaser requests in writing that Seller attempt to separate, if Seller and Purchaser each mutually agree that such Shared Contract can be separated in a manner that would (other than those Excluded i) not materially and adversely affect any of Seller and its Affiliates’ businesses (not including the business of the Company) or otherwise result in a material liability to Seller and (ii) permit the Company to have a Contract or Contracts listed with the applicable third party on Schedule 1.1(c) which are not also Specified substantially similar terms to the benefits enjoyed by the Company under such Shared Contracts) (assuming, for these purposes, that the then-current term in effect Contract as of immediately prior to the Closing is not renewed date hereof or extended)such other mutually agreeable terms, the Parties then Seller shall (and shall cause their respective Affiliates to) use commercially reasonable efforts to obtain or structure an arrangement for Purchaser the agreement of the applicable third party that is the counterparty to obtain each such Shared Contract to permit the claims, rights and benefits, and assume the corresponding liabilities and obligations thereunder (other than to the extent relating to or arising out of any breach or other violation separation of such Shared Contract prior such that the Company shall have its own Contract or Contracts with such applicable third party that would permit the Company to continue operating in the Ordinary Course, with the costs and benefits under such Separated Contract allocated ratably in good faith based on the relative usage under such Shared Contract of the Company on the one hand and the Seller Group on the other hand, or as otherwise agreed in writing by Purchaser and Seller (each such Contract, a “Separated Contract”). For each Shared Contract that does not become a Separated Contract and where Seller and its Affiliates would not be in breach of such Shared Contract to assign or subcontract the benefits of such Shared Contract to the Closing)Company, of such portion of any Seller shall cause the rights and benefits under each such Shared Contract that relates to and is allocated were enjoyed by the Company prior to the Program Business, as reasonably determined Closing to continue to be enjoyed by Seller and Purchaser; provided, however, that Purchaser shall be under no obligation the Company after the Closing pursuant to enter into any such arrangement with respect to, or obtain any claims, rights and benefits, or assume any corresponding liabilities and obligations under, any Shared Contract other than a Specified Shared Contract; provided, further, that Seller and its Affiliates shall not be required to take any action that would, in the good-faith judgment Transition Services Agreement until the earlier of Seller upon the advice of outside counsel, constitute a breach or other contravention of the rights of any other party to such Shared Contract or be ineffective under, or contravene, applicable Law. With respect to Shared Contractual Liabilities pursuant to, under or relating to any Specified Shared Contract, such Shared Contractual Liabilities shall be allocated between Seller and Purchaser as follows: (i) if a liability is incurred solely in respect of either 12 months after the Program Business or the other businesses of Seller or any of its Affiliates, such liability shall be allocated to Purchaser (in respect of the Transferred Assets) or Seller (in respect of the other businesses of Seller or any of its Affiliates); Closing Date and (ii) if a liability cannot the date that such Shared Contract terminates in accordance with its terms; provided that Purchaser and the Company shall be so allocated obligated to pay all expenses, fees and Liabilities incurred by the Seller Group under clause such Shared Contract arising from or relating to (i), ) the benefits being provided to the Company and such liability shall be allocated to Seller or Purchaser, as the case may be, based on the relative proportion of total benefit received by Purchaser in respect assignment and (ii) all other actions of the Program Business and Seller Company in enjoying the benefits of such Shared Contract. For the avoidance of doubt, all fees or separation costs required to be paid to a third party to cause a Shared Contract to be a Separated Contract or to assign the benefits under any of its Affiliates in respect of its other businesses under the relevant Specified Shared Contract, as reasonably determined in each case, to the extent required by the foregoing, shall be paid by Seller (provided, set-up fees and Purchaserseparate costs that are addressed by the Transition Services Agreement shall be paid in accordance with the Transition Services Agreement). Each of Purchaser and Seller shall cooperate in good faith to achieve the foregoing effects, including by executing any additional agreements reasonably necessary to give effect to the foregoing agreements. Notwithstanding the foregoing, each (i) with respect to any Shared Contract that is for the leasing of equipment or any other personal property, Seller may at any time prior to the Closing, purchase the equipment or property that is used by the Company under such Shared Contract and Purchaser shall be responsible for transfer title of such equipment or property to the Company in lieu of separating such Shared Contract or assigning benefits of such Shared Contract and (ii) Seller may fulfill its obligations with respect to any or all liabilities arising from its (or its Affiliates’) direct or indirect breach of any Specified Shared Contract.Contract by assigning such Shared Contract to the Company. 70

Shared Contracts. Except Each of Seller and Buyer will, in cooperation with the other, use its commercially reasonable efforts both before and after the Closing to effect the assignment and assumption of the Shared Contract Rights and the Shared Contract Obligations to a Group Company or to Seller, as otherwise applicable and as agreed by Seller and Purchaser in writing or as otherwise provided in Buyer, under the Shared Contracts pursuant to this Agreement or any of the Ancillary Agreements (including with respect to any Specified Shared Contracts that relate to services to be provided under and the Transition Services Agreement by, among other things, amending the Shared Contracts to separately assign and assume the Shared Contract Rights and the Shared Contract Obligations to a Group Company or Seller, as applicable and as agreed by Seller and Buyer, and, if necessary or deemed desirable by Seller and Buyer, to execute new contracts with respect thereto; provided, that if commercially reasonable efforts require the payment of any consideration (monetary or otherwise) to, or the Supply Agreement), until the expiration concession or termination date provision of any Specified right to, or the amendment or modification in any manner adverse to any Group Company or Seller, of any Shared Contract with, any third party, Seller and Buyer shall cooperate in good faith and assign any additional liabilities or any other benefits as a result of such assignment and assumption based upon a proportionate amount of the Shared Contract (other than those Excluded Contracts listed on Schedule 1.1(c) which Rights and Shared Contract Obligations of each party as agreed in good faith between Buyer and Seller pursuant to the applicable Shared Contract. Buyer and Seller shall cooperate to mitigate any losses to any Group Company or Seller, as applicable, as a result of each party’s obligations pursuant to this Section 7.4. If any Shared Contract Rights to be assumed by a Group Company are not also Specified Shared Contracts) (assuming, for these purposes, that the then-current term in effect as of immediately assigned to a Group Company prior to or on the Closing is Date, and unless the parties otherwise agree in writing, during the remaining term of the applicable Shared Contract, not renewed or extended)to exceed twelve (12) months, the Parties shall (and shall cause use their respective Affiliates to) use commercially reasonable efforts to obtain or structure an arrangement for Purchaser to obtain allow the claimsapplicable Group Company, rights and benefits, and assume the corresponding liabilities and obligations thereunder (other than to the extent relating permitted by applicable Law and to or arising out of any breach the extent reasonably within the contractual or other violation of such Shared Contract prior to the Closing), of such portion of any such Shared Contract that relates to and is allocated to the Program Business, as reasonably determined by Seller and Purchaser; provided, however, that Purchaser shall be under no obligation to enter into any such arrangement with respect to, ability or obtain any claims, rights and benefits, or assume any corresponding liabilities and obligations under, any Shared Contract other than a Specified Shared Contract; provided, further, that Seller and its Affiliates shall not be required to take any action that would, in the good-faith judgment of Seller upon the advice of outside counsel, constitute a breach or other contravention of the rights of any other party to such Shared Contract or be ineffective under, or contravene, applicable Law. With respect to Shared Contractual Liabilities pursuant to, under or relating to any Specified Shared Contract, such Shared Contractual Liabilities shall be allocated between Seller and Purchaser as follows: (i) if a liability is incurred solely in respect of either the Program Business or the other businesses control of Seller or any of its Affiliates, such liability shall be allocated to Purchaser (in respect of the Transferred Assets) or Seller (in respect of the other businesses of Seller or any of its Affiliates); and (ii) if a liability cannot be so allocated under clause (i), such liability shall be allocated to Seller or Purchaser, as the case may be, based to receive such Shared Contract Rights, subject to such Group Company’s satisfaction of all Shared Contract Obligations thereunder; provided, however, that the applicable Group Company shall reimburse Seller or its applicable Affiliate for any reasonable and documented out-of-pocket expenses (which shall not include, for the avoidance of doubt, any costs associated with personnel) incurred in connection with any such arrangement to the extent such services and costs are not otherwise contemplated by the Transition Services Agreement. If any Shared Contract Rights to be assumed by Seller are not assigned to Seller prior to or on the relative proportion of total benefit received by Purchaser Closing Date, and unless the parties otherwise agree in respect writing, during the remaining term of the Program Business and Seller or any of its Affiliates in respect of its other businesses under the relevant Specified applicable Shared Contract, not to exceed twelve (12) months, the Parties shall use their respective commercially reasonable efforts to allow Seller, to the extent permitted by applicable Law and to the extent reasonably within the contractual or other ability or control of any Group Company or its Affiliates, as reasonably determined the case may be, to receive such Shared Contract Rights, subject to Seller’s satisfaction of all Shared Contract Obligations thereunder; provided, however, that Seller shall reimburse such Group Company or its applicable Affiliate for any reasonable and documented out-of-pocket expenses (which shall not include, for the avoidance of doubt, any costs associated with personnel) incurred in connection with any such arrangement to the extent such services and costs are not otherwise contemplated by Seller and Purchaserthe Transition Services Agreement. Notwithstanding the foregoingforegoing covenants of each Party contained in this Section 7.4, each Buyer and Seller agree that the Shared Contracts set forth on Schedule 7.4 of Seller and Purchaser the Company Disclosure Schedules shall be responsible for any or all liabilities arising from its (or its Affiliates’) direct or indirect breach transferred to a Group Company and shall be an asset and liability of any Specified Shared Contractsuch Group Company.

Shared Contracts. Except as otherwise agreed by Seller and Purchaser in writing or as otherwise provided in this Agreement or any of the Ancillary Agreements (including with respect The Parties acknowledge that certain Xxxx Xxx Entities are parties to any Specified Shared certain Contracts that relate to services to be provided under the Transition Services Agreement operations or conduct of the Supply Agreement)business of one or more of the Xxxx Xxx Entities and the Business, until but will remain with the expiration or termination date applicable Xxxx Xxx Entities after the Closing. In the case of any Specified Shared Contract or any other Shared Contract (other than those Excluded Contracts listed set forth on Schedule 1.1(c) which are not also Specified 6.9 (the “Shared Contracts) (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 (cooperate with each other and shall cause use their respective Affiliates to) use commercially reasonable best efforts to obtain or structure an arrangement for Purchaser to (i) obtain the claimsagreement of the third party that is the counterparty to each Shared Contract to enter into a new contract effective as of the Closing Date pursuant to which the Company will receive substantially the same goods and services provided by the Shared Contract to the Company, rights as applicable, prior to the Closing on terms and benefitsconditions substantially similar to those contained in the Shared Contract as of the Closing Date (each, a “Replacement Contract”) and, where applicable, to cause the applicable counterparty to release Seller and assume the corresponding liabilities and obligations thereunder its applicable Affiliates (other than the Company) from any applicable minimum quantity or other commitments to the extent relating to or arising out of any breach or other violation of such Shared Contract prior to commitments become the Closing), of such portion of any such Shared Contract that relates to and is allocated to the Program Business, as reasonably determined by Seller and Purchaser; provided, however, that Purchaser shall be under no obligation to enter into any such arrangement with respect to, or obtain any claims, rights and benefits, or assume any corresponding liabilities and obligations under, any Shared Contract other than a Specified Shared Contract; provided, further, that Seller and its Affiliates shall not be required to take any action that would, in the good-faith judgment of Seller upon the advice of outside counsel, constitute a breach or other contravention of the rights of any other party to such Shared Company under the Replacement Contract or be ineffective under, or contravene, applicable Law. With respect to Shared Contractual Liabilities pursuant to, under or relating to any Specified Shared Contract, such Shared Contractual Liabilities shall be allocated between Seller and Purchaser as follows: (i) if a liability is incurred solely in respect of either the Program Business or the other businesses of Seller or any of its Affiliates, such liability shall be allocated to Purchaser (in respect of the Transferred Assets) or Seller (in respect of the other businesses of Seller or any of its Affiliates); and (ii) if to the extent the Company is a liability canparty to a Shared Contract, obtain the release from the counterparty of the Company from obligations arising after the Closing Date under the Shared Contract effective as of the Closing Date. If one or more Replacement Contracts are not be so allocated under clause (i)obtained prior to or on the Closing Date, such liability unless the Parties otherwise agree in writing, during the remaining term of the applicable Shared Contract, the Parties shall be allocated use their respective reasonable best efforts to allow the Company to the extent permitted by applicable Law and to the extent reasonably within the contractual or other ability or control of Seller or Purchaser, as the case may be, based on to receive substantially the relative proportion of total benefit received by Purchaser in respect same goods and services of the Program subject matter of the Shared Contract received prior to the Closing and the economic and other burdens of such Shared Contract; provided, however, that (i) Purchaser shall reimburse Seller for any reasonable and documented out of pocket expenses incurred in connection with any such arrangement and (ii) Seller has no obligation to engage in the Business and after the Closing. For the avoidance of doubt, in no event shall any Replacement Contract impose any obligations or liability on Seller or any of its Affiliates in respect of its other businesses under after the relevant Specified Shared Contract, as reasonably determined by Seller and Purchaser. Notwithstanding the foregoing, each of Seller and Purchaser shall be responsible for any or all liabilities arising from its (or its Affiliates’) direct or indirect breach of any Specified Shared ContractClosing.

Shared Contracts. Except as otherwise agreed by Seller and Purchaser in writing or as otherwise provided in this Agreement or any of the Ancillary Agreements (including with respect The Parties acknowledge that certain Xxxx Xxx Entities are parties to any Specified Shared certain Contracts that relate to services to be provided under the Transition Services Agreement operations or conduct of the Supply Agreement)business of one or more of the Xxxx Xxx Entities and the Business, until but will remain with the expiration or termination date applicable Xxxx Xxx Entities after the Closing. In the case of any Specified Shared Contract or any other Shared Contract (other than those Excluded Contracts listed set forth on Schedule 1.1(c) which are not also Specified 6.12 (the “Shared Contracts) (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 (cooperate with each other and shall cause use their respective Affiliates to) use commercially reasonable best efforts to obtain or structure an arrangement for Purchaser to (i) obtain the claimsagreement of the third party that is the counterparty to each Shared Contract to enter into a new contract effective as of the Closing Date pursuant to which a Company or a Companies’ Subsidiary, rights as applicable, will receive substantially the same goods and benefitsservices provided by the Shared Contract to a Company or a Companies’ Subsidiary, as applicable, prior to the Closing on terms and assume conditions substantially similar to those contained in the corresponding liabilities Shared Contract as of the Closing Date (each, a “Replacement Contract”) and, where applicable, to cause the applicable counterparty to release Seller and obligations thereunder its applicable Affiliates (other than the Companies and the Companies’ Subsidiaries) from any applicable minimum quantity or other commitments to the extent relating to such commitments become the obligation of a Company or arising out of any breach or other violation of such Shared Companies’ Subsidiary under the Replacement Contract prior to the Closing), of such portion of any such Shared Contract that relates to and is allocated to the Program Business, as reasonably determined by Seller and Purchaser; provided, however, that Purchaser shall be under no obligation to enter into any such arrangement with respect to, or obtain any claims, rights and benefits, or assume any corresponding liabilities and obligations under, any Shared Contract other than a Specified Shared Contract; provided, further, that Seller and its Affiliates shall not be required to take any action that would, in the good-faith judgment of Seller upon the advice of outside counsel, constitute a breach or other contravention of the rights of any other party to such Shared Contract or be ineffective under, or contravene, applicable Law. With respect to Shared Contractual Liabilities pursuant to, under or relating to any Specified Shared Contract, such Shared Contractual Liabilities shall be allocated between Seller and Purchaser as follows: (i) if a liability is incurred solely in respect of either the Program Business or the other businesses of Seller or any of its Affiliates, such liability shall be allocated to Purchaser (in respect of the Transferred Assets) or Seller (in respect of the other businesses of Seller or any of its Affiliates); and (ii) if to the extent a liability canCompany or a Companies’ Subsidiary is a party to a Shared Contract, obtain the release of the counterparty of a Company or a Companies’ Subsidiary, as applicable, from obligations arising after the Closing Date under the Shared Contract effective as of the Closing Date. If one or more Replacement Contracts are not be so allocated under clause (i)obtained prior to or on the Closing Date, such liability unless the Parties otherwise agree in writing, during the remaining term of the applicable Shared Contract, the Parties shall be allocated use their respective reasonable best efforts to allow the Companies or a Companies’ Subsidiary, as applicable, to the extent permitted by applicable Law and to the extent reasonably within the contractual or other ability or control of Seller or Purchaser, as the case may be, based on to receive substantially the relative proportion of total benefit received by Purchaser in respect same goods and services of the Program subject matter of the Shared Contract received prior to the Closing and the economic and other burdens of such Shared Contract; provided, however, that (i) Purchaser shall reimburse Seller for any reasonable and documented out of pocket expenses incurred in connection with any such arrangement and (ii) Seller has no obligation to engage in the Business and after the Closing. For the avoidance of doubt, in no event shall any Replacement Contract impose any obligations or liability on Seller or any of its Affiliates in respect of its other businesses under after the relevant Specified Shared Contract, as reasonably determined by Seller and Purchaser. Notwithstanding the foregoing, each of Seller and Purchaser shall be responsible for any or all liabilities arising from its (or its Affiliates’) direct or indirect breach of any Specified Shared ContractClosing.

Shared Contracts. Except At or prior to Closing, Ardagh shall assign, transfer and convey to an Ardagh Purchased Entity that portion of any Ardagh Shared Contract that relates to the Ardagh Business, to the extent so related to the Ardagh Business, if so assignable, transferable or conveyable, so that at the Closing (x) the relevant Ardagh Purchased Entity shall be entitled to the rights and benefits of that portion of the Ardagh Shared Contract that relates to the Ardagh Business, and shall assume the related portion of any Liabilities under such Ardagh Shared Contract and (y) Ardagh (or its applicable Affiliates) shall be entitled to the rights and benefits of that portion of the Ardagh Shared Contract other than those related to the Ardagh Business, and shall assume or retain the related portion of any Liabilities under such Ardagh Shared Contract; provided, however, that (i) in no event shall any Person be required to assign, either in its entirety or in part, any Ardagh Shared Contract that is not assignable by its terms without obtaining the required consent, approval or authorization and (ii) if any Ardagh Shared Contract cannot be so partially assigned by its terms or otherwise, or cannot be amended, without such consents, approvals or authorizations, then from the Closing through the earlier of (1) such time as otherwise agreed by Seller such consents, approvals or authorizations are obtained, and Purchaser (2) the six (6) month anniversary of the Closing Date, Ardagh and NewCo will establish an agency or other similar arrangement reasonably satisfactory to Ardagh and NewCo (with any appropriate “firewalls” or similar procedures required under applicable Law) to both (x) provide NewCo, to the fullest extent practicable under such Ardagh Shared Contract, the claims, rights and benefits of those portions that relate to the Ardagh Business, and (y) cause NewCo to bear the related Liabilities pursuant to such Ardagh Shared Contract from and after the Closing in writing or as otherwise provided in accordance with this Agreement or any to the extent that NewCo receives the rights and benefits of the Ancillary Agreements (including with respect to any Specified portion of the Ardagh Shared Contracts that relate to services the Ardagh Business. Ardagh shall use commercially reasonable efforts to be provided under enforce, at the Transition Services Agreement or request (and for the Supply Agreement)benefit) of NewCo, until any rights of Ardagh arising from the expiration or termination date portion of any Specified Ardagh Shared Contract that is not assigned or any other Shared Contract (other than those Excluded Contracts listed on Schedule 1.1(c) which are not also Specified Shared Contracts) (assuming, for these purposes, that the then-current term in effect as of immediately prior transferred to NewCo to the Closing is not renewed or extended)extent such rights are related to the Ardagh Business. Following the date hereof, the Parties each of Ardagh and NewCo shall (and shall cause their respective Affiliates to) use commercially reasonable efforts to obtain any consent, approval or structure an arrangement for Purchaser authorization necessary to obtain effect the claims, rights and benefits, and assume assignment of the corresponding liabilities and obligations thereunder (other than to the extent relating to or arising out of any breach or other violation of such Shared Contract prior to the Closing), of such portion of any such each Ardagh Shared Contract that relates to and is allocated the Ardagh Business to the Program Business, as reasonably determined by Seller and Purchaser; provided, however, that Purchaser shall be under no obligation to enter into any such arrangement with respect to, or obtain any claims, rights and benefits, or assume any corresponding liabilities and obligations under, any Shared Contract other than a Specified Shared Contract; provided, further, that Seller and its Affiliates shall not be required to take any action that would, in the good-faith judgment of Seller upon the advice of outside counsel, constitute a breach or other contravention of the rights of any other party to such Shared Contract or be ineffective under, or contravene, applicable Law. With respect to Shared Contractual Liabilities pursuant to, under or relating to any Specified Shared Contract, such Shared Contractual Liabilities shall be allocated between Seller and Purchaser as follows: (i) if a liability is incurred solely in respect of either the Program Business or the other businesses of Seller or any of its Affiliates, such liability shall be allocated to Purchaser (in respect of the Transferred Assets) or Seller (in respect of the other businesses of Seller or any of its Affiliates); and (ii) if a liability cannot be so allocated under clause (i), such liability shall be allocated to Seller or Purchaser, as the case may be, based on the relative proportion of total benefit received by Purchaser in respect of the Program Business and Seller or any of its Affiliates in respect of its other businesses under the relevant Specified Shared Contract, as reasonably determined by Seller and Purchaser. Notwithstanding the foregoing, each of Seller and Purchaser shall be responsible for any or all liabilities arising from its (or its Affiliates’) direct or indirect breach of any Specified Shared ContractNewCo.

Shared Contracts. Except From the date hereof until the earlier of the Closing and such time as otherwise agreed by Seller and Purchaser in writing or as otherwise provided in this Agreement or any is terminated in accordance with Article VII, each of the Ancillary Agreements (including with respect to any Specified Shared Contracts that relate to services to be provided under the Transition Services Agreement or the Supply Agreement)Buyer and Seller shall, until the expiration or termination date of any Specified Shared Contract or any other Shared Contract (other than those Excluded Contracts listed on Schedule 1.1(c) which are not also Specified Shared Contracts) (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 respective Affiliates to) , use commercially reasonable efforts to obtain or structure an arrangement for Purchaser to obtain the claims, rights and benefits, and assume the corresponding liabilities and obligations thereunder identify any Shared Contracts (other than to Specified Shared Contracts) and notify the extent relating to or arising out of any breach or other violation party of such Shared Contract prior Contract. Each of Buyer and Seller will use commercially reasonable efforts to the Closing), of such portion of any such Shared Contract that relates to and is allocated to the Program Business, as reasonably determined by Seller and Purchaser; provided, however, that Purchaser shall be under no obligation to enter into any such arrangement with respect to, or obtain any claims, rights and benefits, or assume any corresponding liabilities and obligations under, any Shared Contract other than a Specified Shared Contract; provided, further, that Seller and its Affiliates shall not be required to take any action that would, in the good-faith judgment of Seller upon the advice of outside counsel, constitute a breach or other contravention of the rights of any other party to such Shared Contract or be ineffective under, or contravene, applicable Law. With respect to Shared Contractual Liabilities pursuant to, under or relating to any Specified Shared Contract, such Shared Contractual Liabilities shall be allocated between Seller and Purchaser as follows: (i) if a liability is incurred solely in respect of either the Program Business or assist the other businesses of Seller or any of its Affiliates, such liability shall be allocated to Purchaser (party in respect of negotiating and entering into arrangements for the Transferred Assets) or Seller (in respect benefit of the other businesses of Seller or any of its Affiliates); and (ii) if a liability cannot be so allocated under clause (i), such liability shall be allocated to Seller or Purchaserparty, as the case may be, based on with the relative proportion of total benefit received by Purchaser in respect counterparty to such Shared Contract that replicates, as nearly as reasonably practicable, the rights and benefits of the Program portion of such Shared Contract related to the Business or the business of Seller and its Subsidiaries (other than the Business), as the case may be, including the split and novation of such Shared Contract, or (ii) to the extent permitted by applicable Law and by the terms of such Shared Contract, enter into arrangements with the other party to provide such party, as nearly as reasonably practicable, with rights and benefits applicable to the to the Business or the business of Seller and its Subsidiaries (other than the Business), as the case may be, under such Shared Contract. In the case of any Shared Contract that relates exclusively to the Business and to which both the Company or any of its Subsidiaries and Seller or any of its Affiliates in Subsidiaries is a party, the Company or its relevant Subsidiary shall bear all the costs, Liabilities and obligations with respect to such Shared Contract from and after the Closing and shall pay, reimburse, indemnify and hold harmless Seller and its Subsidiaries for any and all Damages incurred or sustained by, or imposed upon Seller or any of its other businesses under Subsidiaries with respect to such Shared Contract arising from and after the relevant Specified Closing. In the case of any Shared Contract, as reasonably determined by Seller and Purchaser. Notwithstanding Contract that relates exclusively to the foregoing, each business of Seller and Purchaser its Subsidiaries (other than the Business) and to which both the Company or any of its Subsidiaries and Seller or any of its Subsidiaries is a party, Seller or its relevant Subsidiary shall be responsible bear all the costs, Liabilities and obligations with respect to such Shared Contract from and after the Closing and shall pay, reimburse, indemnify and hold harmless the Company and its Subsidiary for any and all Damages incurred or all liabilities sustained by, or imposed upon the Company or such Subsidiary with respect to such Shared Contract arising from its (or its Affiliates’) direct or indirect breach of any Specified Shared Contractand after the Closing.

Shared Contracts. Except as otherwise agreed by (a) Buyer acknowledges that Seller or its Subsidiaries are party to certain Contracts (including sales orders and Purchaser in writing purchaser orders) that relate both to the Business and one or as otherwise provided in this Agreement or any more of the Ancillary Excluded Dublin Businesses (each, including those listed on Section 5.8(a) of the Seller Disclosure Schedule and Buyer Shared Contracts, but excluding the DWDP Separation Related Agreements (including with respect other than Severable DWDP Separation Related Agreements) and IT Assets, a “Shared Contract”). Prior to any Specified Shared Contracts that relate to services to be provided under the Transition Services Agreement or the Supply Agreement)Closing, and until the expiration or termination date of any Specified the applicable Shared Contract or any other Shared Contract (other than those Excluded Contracts listed on Schedule 1.1(c) which are not also Specified Shared Contracts) (assumingContract, for these purposeseach of Seller and Buyer shall, 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 respective Affiliates Subsidiaries to) , use commercially their respective reasonable best efforts to obtain from, and to cooperate in obtaining from, and shall, and shall cause their respective Subsidiaries to, enter into with, each third party to a Shared Contract, either (i) a separate contract or structure an arrangement for Purchaser agreement on terms and in a form reasonably acceptable to obtain Seller and Buyer (a “New Contract”) that allocates the claims, rights and benefitsobligations of Seller and its Subsidiaries under each such Shared Contract as between the Business, on the one hand, and assume the corresponding liabilities Excluded Dublin Businesses, on the other hand, and which are otherwise substantially similar in all material respects to such Shared Contract, or (ii) a contract or agreement on terms and in a form reasonably acceptable to Seller and Buyer effective as of the Closing (the “Partial Assignments and Releases”) that (A) assigns the rights and obligations thereunder (other than of Seller or its applicable Affiliates under such Shared Contract solely to the extent relating related to the Business and arising after the Closing to Buyer and its applicable Subsidiaries and (B) releases Seller and its Subsidiaries, and Buyer and its Affiliates (including the Company, the Transferred Subsidiaries and the Transferred Joint Ventures), as applicable, from all liabilities or arising out obligations with respect to the Business or the Excluded Dublin Businesses, respectively, that arise after the Closing. Any New Contracts that relate to the Business (the “New Business Contracts”) shall be entered into by Buyer or one of any breach its Subsidiaries effective as of the Closing and shall allocate to Buyer or other violation such Subsidiary (as applicable) all rights and obligations of such Seller and its Subsidiaries (as applicable) under the applicable Shared Contract prior being replaced to the Closing), of extent such portion of any such Shared Contract that relates to rights and is allocated obligations relate to the Program Business and arise after the Closing. All purchase commitments under the Shared Contracts shall be allocated under the New Business Contracts or the Partial Assignments and Releases as between the Business, as on the one hand, and the Excluded Dublin Businesses, on the other hand, in an equitable manner that is mutually and reasonably determined agreed to by Seller and Purchaser; providedBuyer. In connection with the entering into of New Business Contracts, however, that Purchaser the Parties shall be under no obligation use their reasonable best efforts to enter into any such arrangement with respect to, or obtain any claims, rights and benefits, or assume any corresponding liabilities and obligations under, any Shared Contract other than a Specified Shared Contract; provided, further, negotiate that Seller and its Subsidiaries, and Buyer and its Affiliates shall not be required to take any action that would(including the Company and the Transferred Subsidiaries), in as applicable, are released by the good-faith judgment of Seller upon the advice of outside counsel, constitute a breach or other contravention of the rights of any other third party to such Shared Contract or be ineffective under, or contravene, applicable Law. With with respect to Shared Contractual Liabilities pursuant to, under or relating all liabilities and obligations to any Specified Shared Contract, such Shared Contractual Liabilities shall be allocated between Seller and Purchaser as follows: (i) if a liability is incurred solely in respect of either the Program extent related to the Business or the other businesses of Seller or any of its AffiliatesExcluded Dublin Businesses, such liability shall be allocated to Purchaser (in respect of respectively, and arising after the Transferred Assets) or Seller (in respect of the other businesses of Seller or any of its Affiliates); and (ii) if a liability cannot be so allocated under clause (i), such liability shall be allocated to Seller or Purchaser, as the case may be, based on the relative proportion of total benefit received by Purchaser in respect of the Program Business and Seller or any of its Affiliates in respect of its other businesses under the relevant Specified Shared Contract, as reasonably determined by Seller and Purchaser. Notwithstanding the foregoing, each of Seller and Purchaser shall be responsible for any or all liabilities arising from its (or its Affiliates’) direct or indirect breach of any Specified Shared ContractClosing.

Shared Contracts. Except as otherwise agreed by Seller From the date hereof until January 1, 2018, Seller, the Company and Purchaser in writing or as otherwise provided in this Agreement or any agree to cooperate and use their commercially reasonable efforts to effect the separation of the Ancillary Agreements (including with respect to any Specified Shared Contracts that relate to services to be provided under the Transition Services Agreement or the Supply Agreement), until the expiration or termination date of any Specified each Shared Contract or and Joint Contract set forth on Schedule 5.16, such that the Company shall be a party to a separate agreement directly with the relevant third party(ies). To the extent any other Shared Contract (other than those Excluded Contracts listed on Schedule 1.1(c) which are has not also Specified Shared Contracts) (assuming, for these purposes, that the then-current term in effect as of immediately been separated prior to the Closing is not renewed or extended)as described in the preceding sentence, then (i) the Parties Company shall (and shall cause their respective Affiliates to) use commercially reasonable efforts to obtain or structure an arrangement for Purchaser to obtain the claims, rights and benefits, and assume the corresponding liabilities and obligations thereunder (other than be entitled to the extent relating to or arising out benefits of any breach or other violation of such Shared Contract prior to the Closing), of such portion of any such Shared Contract that relates to and is allocated relating to the Program Business, as reasonably determined by Business accruing on or after the Closing to the extent (and only to the extent) that Seller and Purchaser; provided, however, that Purchaser shall be under no obligation to enter into can provide such benefits (A) without violating the express terms of any such arrangement with respect to, or obtain any claims, rights and benefits, or assume any corresponding liabilities and obligations under, any Shared Contract other than a Specified Shared Contract; provided, further, that Seller and its Affiliates shall not be required to take any action that would, in the good-faith judgment of Seller upon the advice of outside counsel, constitute a breach or other contravention of the rights of any other party to such Shared Contract or be ineffective under, or contravene, applicable Law. With respect to Shared Contractual Liabilities pursuant to, under or relating to any Specified Shared Contract, such Shared Contractual Liabilities shall be allocated between Seller and Purchaser as follows: (iB) if a liability without incurring any material expense that the Company does not agree to promptly reimburse or which is incurred solely in respect of either not otherwise reimbursed or paid pursuant to the Program Business Transition Services Agreement or the other businesses of Seller otherwise taking any material actions or any of its Affiliates, such liability shall be allocated to Purchaser (in respect measures outside of the Transferred Assets) or Seller ordinary course of business consistent with past practice (in respect of the other businesses of Seller or any of its Affiliatesincluding, but not limited to, hiring additional employees); , and (ii) if a liability canthe Company shall perform, at its sole expense, the obligations of Seller (or Seller’s applicable Affiliate) to be performed after the Closing under the express terms of any such Shared Contract, solely to the extent related to portion of such Shared Contract that relates to the Business. It is understood and agreed by the NAI-1502820106v1 Parties that Seller’s obligations under this ‎Section 5.16 do not be so allocated under clause (i), such liability shall be allocated to Seller or Purchaser, as the case may be, based on the relative proportion of total benefit received by Purchaser in respect of the Program Business and require Seller or any of its Affiliates in respect of its to offer or grant financial accommodations (other businesses under the relevant Specified Shared Contract, as reasonably determined than lawful incidental payments consented to by Seller Purchaser and Purchaser. Notwithstanding the foregoing, each of Seller and for which Purchaser shall be responsible promptly reimburse Seller) to any Person or to remain secondarily liable from and after the Closing for any actions or all liabilities arising from its (omissions of the Company or its Affiliates’) direct or indirect breach the operation of any Specified Shared Contractthe Business.

Shared Contracts. Except as otherwise agreed by Seller and Purchaser in writing or as otherwise provided in this Agreement or any (i) Xxxxxxx (including on behalf of the Ancillary Agreements (including other members of the Xxxxxxx Group) shall use reasonable best efforts to separate and cause the applicable member of the Newco Group to enter into new agreements with the counterparties to the Xxxxxxx Shared Contracts prior to the Separation. Upon such separation of a Xxxxxxx Shared Contract, the separated Contract that is related to the Communications Business will be a Newco Contract and the other separated Contract will be an Excluded Asset. To the extent that Xxxxxxx is unable or the counterparties are unwilling to enter into agreements with respect to any Specified Xxxxxxx Shared Contracts that relate to services to be provided under the Transition Services Agreement Contract, Xxxxxxx (or the Supply Agreement), until applicable member of the expiration or termination date Xxxxxxx Group) will partially assign the Communications Business functions to Newco in the manner agreed to by the Parties (but only if such Xxxxxxx Shared Contract is assignable) and in the event that such partial assignment is not permitted by the terms of any Specified the applicable Xxxxxxx Shared Contract or any other consented to by the applicable counterparty, Xxxxxxx shall use reasonable best efforts to provide for an alternative arrangement so that the applicable member of the Newco Group will have the benefits of such Xxxxxxx Shared Contract (other than those Excluded Contracts listed on Schedule 1.1(c) which are not also Specified Shared Contracts) (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 respective Affiliates to) use commercially reasonable efforts to obtain or structure an arrangement for Purchaser to obtain the claims, rights and benefits, and assume the corresponding liabilities and obligations thereunder (other than to the extent relating to or arising out of any breach or other violation of such Shared Contract prior to the Closing), of such portion of any such Shared Contract that relates to and is allocated to the Program Business, as reasonably determined by Seller and Purchaserthough it had been partially assigned; provided, however, that Purchaser no member of the Xxxxxxx Group shall be under no obligation required to enter into make any such arrangement with respect to, or obtain any claims, rights and benefits, or assume any corresponding liabilities and obligations under, any Shared Contract payments (other than a Specified Shared as provided for in the underlying Contract) to any third party in connection with the foregoing; provided, further, that Seller and its Affiliates Xxxxxxx shall not be required obtain Newco’s express written consent prior to take agreeing to any action that wouldwaiver, amendment, modification or termination under any such Xxxxxxx Shared Contract if such waiver, amendment, modification would have the effect of limiting, restricting or increasing the costs to a member of the Newco Group’s rights or interests under such Xxxxxxx Shared Contract in a materially disproportionate manner relative to Xxxxxxx’x other businesses covered under such Xxxxxxx Shared Contract. Newco shall cooperate with Xxxxxxx in connection with the entering into of any new agreement or partial assignment. The obligations set forth in the good-faith judgment first sentence of Seller upon this Section 1.08(c)(i) regarding Xxxxxxx use of reasonable best efforts to separate and assign Xxxxxxx Shared Contracts shall terminate on the advice of outside counsel, constitute a breach or other contravention eighteen (18) month anniversary of the rights Closing Date, and the obligations set forth in the remainder of any other party this Section 1.08(c)(i), including the obligations of Xxxxxxx to such Shared Contract or be ineffective underuse reasonable best efforts to provide for alternative arrangements, or contravene, applicable Law. With respect to Shared Contractual Liabilities pursuant to, under or relating to any Specified Shared Contract, such Shared Contractual Liabilities shall be allocated between Seller and Purchaser as follows: (i) if a liability is incurred solely in respect of either survive for the Program Business or the other businesses of Seller or any of its Affiliates, such liability shall be allocated to Purchaser (in respect duration of the Transferred Assets) or Seller (in respect term of the other businesses of Seller applicable Contract (without any obligation to renew or any of its Affiliatesextend); and (ii) if a liability cannot be so allocated under clause (i), such liability shall be allocated to Seller or Purchaser, as the case may be, based on the relative proportion of total benefit received by Purchaser in respect of the Program Business and Seller or any of its Affiliates in respect of its other businesses under the relevant Specified Shared Contract, as reasonably determined by Seller and Purchaser. Notwithstanding the foregoing, each of Seller and Purchaser shall be responsible for any or all liabilities arising from its (or its Affiliates’) direct or indirect breach of any Specified Shared Contract.

Shared Contracts. Except The Parties acknowledge and agree that Seller has entered into certain Contracts that are Shared Contracts, as otherwise agreed by Seller and Purchaser in writing identified on Schedule 5(h). Following the Closing, until the earlier of (i) the termination or as otherwise provided in this Agreement or any expiration of the Ancillary Agreements Shared Contract (including to the extent related to the Business) or (ii) Buyer’s entry into a Replacement Buyer Contract as provided below, (a) Buyer shall cause Target to perform the components of and all other obligations under the Shared Contracts related to the Business, (b) Buyer and Target shall be solely responsible for all services, deliveries, and other obligations related to the Business (provided, that during this period Seller will be responsible for all billing and collection responsibilities under the Shared Contracts, whether or not related to the Business), and (c) Target will be entitled to receive all payments under the Shared Contracts for all services provided by Target with respect to any Specified the Business under the Shared Contracts that relate in respect of the periods following the Closing, if and when such payments are received (and twice each month Seller shall remit to services Target any such payments received by Seller (on two Business Days during the month to be provided agreed upon by Buyer and Seller)). Seller shall be solely responsible for all other obligations under the Transition Services Agreement or the Supply Agreement), until the expiration or termination date of any Specified Shared Contract or any other Shared Contract (other than those Excluded Contracts listed on Schedule 1.1(c) which are not also Specified Shared Contracts) (assuming. Seller, for these purposes, that the then-current term in effect as of immediately prior to the Closing is not renewed or extended), the Parties Target and Buyer shall (and shall cause their respective Affiliates to) use commercially reasonable efforts to obtain or structure an arrangement for Purchaser to obtain cooperate in administering the claimsShared Contracts. The Shared Contracts, rights and benefits, and assume the corresponding liabilities and obligations thereunder (other than to the extent relating to or arising out of any breach or other violation of such Shared Contract prior related to the Closing)Business, shall not be renewed by Seller at the end of such the then-current terms, provided that there shall be no restrictions on Seller to renew the portion of any such Shared Contract that relates to and is allocated Contracts to the Program Business, as reasonably determined by Seller extent related to Seller’s businesses (and Purchaser; provided, however, that Purchaser shall be under no obligation to enter into any such arrangement with respect to, or obtain any claims, rights Target and benefits, or assume any corresponding liabilities and obligations under, any Shared Contract other than a Specified Shared Contract; provided, further, that Seller and its Affiliates Buyer shall not be required to be a party to, and in any event Buyer and Target shall have no liability under, such renewal contract by Seller). Seller shall not terminate any Shared Contract or enter into any amendment of a Shared Contract (to the extent such an amendment would have an adverse effect on the portion of the Shared Contract related to the Business), without Target’s express advance written consent in each instance. If Seller is unable to subcontract the portions of the Shared Contract related to the Business to Target due to restrictions under the Shared Contract that the counterparty refuses to waive or amend to permit such assignment or subcontracting, (i) the Parties shall take any action that wouldsuch other actions in order to place Target, insofar as reasonably possible and to the maximum extent permitted by applicable Law, in the good-faith judgment of Seller upon same position so that all the advice of outside counsel, constitute a breach or other contravention benefits and burdens relating the portions of the rights Shared Contract related to the Business are to inure from and after the Closing to Buyer, (ii) Buyer shall otherwise perform and be responsible for all obligations and liabilities solely with respect to such portions of any the Shared Contract, as if the portions of the Shared Contract related to the Business had been subcontracted to Buyer hereunder, and (iii) Seller shall be solely responsible for all other party obligations under the Shared Contracts. In addition, following the Closing, (i) Buyer and Seller shall cooperate with respect to communications with the counterparty to such Shared Contract or be ineffective underrelated to the execution and delivery of this Agreement and the consummation of the Transactions, or contraveneand neither Buyer, applicable Law. With respect to Shared Contractual Liabilities pursuant to, under or relating to Target nor Seller shall have any Specified Shared Contract, communications with any such Shared Contractual Liabilities shall be allocated between Seller and Purchaser as follows: (i) if a liability is incurred solely in respect of either the Program Business counterparty regarding this Agreement or the other businesses of Seller or any of its Affiliates, such liability shall be allocated to Purchaser (in respect of Transactions without the Transferred Assets) or Seller (in respect participation of the other businesses Party unless such other Party approves in advance in writing of any such communication (including via e-mail) or as generally consistent with parameters agreed to in writing (including over e-mail) between Buyer and Seller, provided that the foregoing shall not apply to communications by Target or Seller, as applicable, with such counterparty in connection with providing services and deliveries to such counterparty in connection with the Shared Contracts or responding to questions in connection therewith or, in the case of Buyer, in connection with any efforts to enter into a Replacement Buyer Contract (which efforts shall be solely controlled by Buyer; provided that promptly after Closing, Buyer shall communicate with Seller or any of its Affiliatesregarding Buyer’s approach for obtaining Replacement Buyer Contracts); , and (ii) if Buyer shall cause Target to use commercially reasonable efforts to enter into a liability cannot be so allocated under clause (i), such liability shall be allocated new contract and/or short form assignment with respect to Seller or Purchaser, as the case may be, based on the relative proportion of total benefit received by Purchaser in respect portion of the Program Shared Contract Related to the Business (a “Replacement Buyer Contract”) in place of each of the Shared Contracts (to the extent related to the Business) within 90 days following the Closing or as soon as reasonably practicable thereafter, and Seller or any of its Affiliates shall cooperate with Target and Buyer in respect of its other businesses under the relevant Specified Shared Contract, as reasonably determined by Seller and Purchaser. Notwithstanding the foregoing, each of Seller and Purchaser shall be responsible for any or all liabilities arising from its (or its Affiliates’) direct or indirect breach of any Specified Shared Contractconnection therewith.

Shared Contracts. Except as otherwise agreed by The parties hereto acknowledge that Seller and Purchaser in writing or as otherwise provided in this Agreement or any its Affiliates (other than the Transferred Entities) are parties to certain contracts and agreements set forth on Section 7.10(a) of the Ancillary Agreements Seller Disclosure Schedules that relate to the operations or conduct of the business of one or more of the Transferred Entities, but which will remain with Seller and its Affiliates (including other than the Transferred Entities) after the Closing. In the case of those contracts set forth on Section 7.10(b) of the Seller Disclosure Schedule (collectively, the “Shared Contracts”), the parties shall cooperate with each other and use their respective commercially reasonable efforts (which shall not require any party hereto to pay any money, grant any concession or provide any other consideration to any Person in connection therewith) to obtain the agreement of the third party that is the counterparty to each Shared Contract to enter into a new contract effective as of the Closing Date pursuant to which a Transferred Entity will receive substantially the same services provided under the Shared Contract to such Transferred Entity prior to the Closing on terms and conditions substantially similar to those contained in the Shared Contract as of the Closing Date (each, a “Replacement Contract”). If a Replacement Contract is not entered into with respect to any Specified Shared Contract prior to the Closing Date, Seller agrees to continue to use its commercially reasonable efforts for a period of six months from and after the Closing Date to cause the counterparty to such Shared Contract to enter into a Replacement Contract, provided that during such six-month period, Seller and its Affiliates shall provide Buyer and the Transferred Entities with the benefits of such Shared Contracts that relate pursuant to services to be provided under the Transition Services Agreement at no additional cost to Buyer or the Supply Agreement)Transferred Entities. If a Replacement Contract has not been obtained after the six month period, until the expiration or termination date of any Specified Shared Contract or any other Shared Contract (other than those Excluded Contracts listed on Schedule 1.1(c) which are not also Specified Shared Contracts) (assumingthen, for these purposesSeller and Buyer shall, 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 respective Affiliates to) , use their commercially reasonable efforts to obtain or structure secure an arrangement for Purchaser reasonably satisfactory to both parties under which the Transferred Entities would, in compliance with Applicable Law, obtain the claimsbenefits associated with the applicable Shared Contracts, rights and benefits, and assume the corresponding liabilities and obligations thereunder (other than to the extent relating to or arising out of any breach or other violation of such Shared Contract prior to the Closing), of such portion of any such Shared Contract that relates to and is allocated to the Program Business, as reasonably determined by Seller and Purchaser; provided, however, that Purchaser shall be under no obligation to enter into any such which arrangement with respect to, or obtain any claims, rights and benefits, or assume any corresponding liabilities and obligations under, any Shared Contract other than a Specified Shared Contract; provided, further, that may include Seller and its Affiliates shall not be required providing the Transferred Entities with such benefits for a transitional period reasonably acceptable to take any action that wouldboth parties pursuant to the Transition Services Agreement. For the avoidance of doubt, in the good-faith judgment of Seller upon the advice of outside counsel, constitute a breach or other contravention of the rights of any other party to such Shared Contract or be ineffective under, or contravene, applicable Law. With respect to Shared Contractual Liabilities pursuant to, under or relating to any Specified Shared Contract, such Shared Contractual Liabilities shall be allocated between Seller and Purchaser as follows: (i) if a in no event shall any Replacement Contract impose any obligations or liability is incurred solely in respect of either the Program Business or the other businesses of on Seller or any of its Affiliates, such liability shall be allocated to Purchaser (in respect of Affiliates after the Transferred Assets) or Seller (in respect of the other businesses of Seller or any of its Affiliates); Closing and (ii) if in no event shall the execution of any Replacement Contract constitute a liability cannot be so allocated under clause (i), such liability shall be allocated condition to Seller or Purchaser, as the case may be, based obligation of Buyer to consummate the Closing on the relative proportion of total benefit received by Purchaser terms and conditions set forth in respect of the Program Business and Seller or any of its Affiliates in respect of its other businesses under the relevant Specified Shared Contract, as reasonably determined by Seller and Purchaser. Notwithstanding the foregoing, each of Seller and Purchaser shall be responsible for any or all liabilities arising from its (or its Affiliates’) direct or indirect breach of any Specified Shared Contractthis Agreement.

Shared Contracts. Except as otherwise agreed by Seller and Purchaser in writing or as otherwise provided in this Agreement or any of the Ancillary Agreements (including with respect to any Specified Shared Contracts that relate to services to be provided under the Transition Services Agreement or the Supply Agreement), until the expiration or termination date of any Specified Shared Contract or any other Shared Contract (other than those Excluded Contracts listed on Schedule 1.1(c) which are not also Specified Shared Contracts) (assuming, for these purposes, that the then-current term in effect as of immediately prior Prior to the Closing is not renewed or extended)Closing, the Parties Parent and the Purchaser shall (and shall cause use their respective Affiliates to) use commercially reasonable efforts to obtain cooperate to work with the counterparties to the Shared Contracts in an effort to enter into separate replacement contracts or structure an arrangement for Purchaser to obtain otherwise divide, modify, terminate in part, or replicate in part the claims, respective rights and benefitsobligations of the Business, on the one hand, and assume the corresponding liabilities Retained Business, on the other hand, under and in respect of the Shared Contracts, such that, effective as of the Closing, (a) the Purchaser and its Affiliates are the beneficiaries of the rights and are responsible for the obligations thereunder under the Shared Contracts to the extent applicable to the conduct of the Business (such rights, the “Business Rights”, and such obligations, the “Business Obligations”), and the Parent and its Affiliates (other than the Subject Companies) have no rights or obligations with respect to the extent relating Business Rights or the Business Obligations, respectively; and (b) the Parent and its Affiliates are the beneficiaries of all rights other than the Business Rights and are responsible for all obligations other than the Business Obligations under the Shared Contracts, and the Purchaser and its Affiliates have no rights or obligations with respect to all such other rights and obligations under the Shared Contracts (such replacement contracts or arising out other Contracts providing for the Business Rights and Business Obligations, collectively, the “Purchaser Replacement Contracts”). Each of the Purchaser and the Parent shall pay, or cause to be paid, one-half of any breach and all out-of-pocket costs and expenses charged by the counterparties to establish such Purchaser Replacement Contracts. If the Parent and the Purchaser and the applicable counterparties are not able to effect the separation of, or other violation of such otherwise formally divide, modify, terminate in part or replicate in part, a Shared Contract prior to the Closing)Closing as contemplated by the previous sentence, then (i) the Purchaser shall be entitled to all of the benefits of the Business Rights under such portion Shared Contracts on or after the Closing Date to the extent (and only to the extent) the Parent (or its applicable Affiliate) may provide such benefits, and the Parent (or its applicable Affiliate) shall hold in trust for the benefit of the Purchaser, and shall promptly forward to the Purchaser or its designee, any monies received pursuant to such Business Rights; (ii) if the Purchaser is provided with substantially all of the benefits of the Business Rights, the Purchaser shall perform, at its sole expense, the Business Obligations to be performed after the Closing under such Shared Contract; and (iii) the Purchaser and the Parent shall each be solely responsible for any and all liabilities and obligations to the extent arising out of or relating to such party’s (or its Affiliates’) breach of any such Shared Contract that relates to and is allocated to the Program Business, as reasonably determined by Seller and PurchaserContract; provided, however, that Purchaser in no event shall be under no obligation to enter into any such arrangement with respect to, the Parent or obtain any claims, rights and benefits, or assume any corresponding liabilities and obligations under, any Shared Contract other than a Specified Shared Contract; provided, further, that Seller and its Affiliates shall not be required to take any action provide such benefits in a manner that would, in (x) violates the good-faith judgment terms of Seller upon the advice of outside counsel, constitute a breach or other contravention of the rights of any other party to such Shared Contract or be ineffective under, or contravene, applicable Law. With respect to Shared Contractual Liabilities pursuant to, under or relating to any Specified Shared Contract, such Shared Contractual Liabilities shall be allocated between Seller and (y) results in any material expense, unless the Purchaser as follows: (i) if a liability is incurred solely in respect of either agrees to reimburse the Program Business or the other businesses of Seller or any of its Affiliates, such liability shall be allocated to Purchaser (in respect of the Transferred Assets) or Seller (in respect of the other businesses of Seller or any of its Affiliates); and (ii) if a liability cannot be so allocated under clause (i), such liability shall be allocated to Seller or Purchaser, as the case may be, based on the relative proportion of total benefit received by Purchaser in respect of the Program Business and Seller or any of its Affiliates in respect of its other businesses under the relevant Specified Shared Contract, as reasonably determined by Seller and Purchaser. Notwithstanding the foregoing, each of Seller and Purchaser shall be responsible Parent for any such expense, or all liabilities arising from (z) extends the duration of a Shared Contract beyond its (or its Affiliates’) direct or indirect breach of any Specified Shared Contractcurrent term.

Shared Contracts. (a) Except as otherwise agreed by Seller the Sellers and Purchaser in writing the Buyer or as otherwise expressly provided in this Agreement or any of the Ancillary Agreements (including with respect to any Specified Shared Contracts that relate Contract identified by Buyer and Seller as reasonably necessary for Buyer to services to be continue operation of the Business upon termination of any service provided under the Transition Services Agreement or the Supply Agreement), until the expiration or termination date of any Specified the applicable Shared Contract or any other Shared Contract (other than those Excluded Contracts listed on Schedule 1.1(c) which are not also Specified Shared Contracts) (assuming, for these purposes, that the then-current then‑current term in effect as of immediately prior to the Closing is not renewed or extended), the Parties shall (and shall cause their respective Affiliates to) use commercially reasonable best efforts to obtain or structure an arrangement for Purchaser the Buyer to obtain receive the claims, rights and benefits, and assume bear the corresponding liabilities obligations and obligations thereunder (other than to burdens, of the extent relating to or arising out of any breach or other violation portion of such Shared Contract prior that the Buyer determines is reasonably necessary for Buyer to continue operation of the Closing), of such portion Business upon termination of any such Shared Contract that relates to and is allocated to service provided under the Program Business, as reasonably determined by Seller and PurchaserTransition Services Agreement; provided, however, that Purchaser shall be under no obligation to enter into any such arrangement with respect to, or obtain any claims, rights the Sellers and benefits, or assume any corresponding liabilities and obligations under, any Shared Contract other than a Specified Shared Contract; provided, further, that Seller and its their respective Affiliates shall not be required to take any action that would, in the good-faith good‑faith judgment of Seller upon the advice of outside counselSellers, constitute a breach or other contravention of the rights of any other party to such Shared Contract or Person(s), be ineffective under, or contravene, applicable LawLaw or any such Shared Contract or adversely affect the contractual rights of the Sellers or any of their respective Affiliates. The Buyer shall indemnify and hold harmless the Sellers and their respective Affiliates for and against all out-of-pocket Liabilities (including Tax Liabilities) arising out of or relating to each such arrangement. With respect to Shared Contractual Liabilities any Liability pursuant to, under or relating to any Specified Shared Contract, such Shared Contractual Liabilities Liability shall be allocated between Seller the applicable Seller, on the one hand, and Purchaser the Buyer, on the other hand, as follows: (i) if a liability Liability is incurred solely in respect of either the Program Business or the other businesses of Seller or any of its Affiliatessuch Seller, such liability Liability shall be allocated to Purchaser the Buyer (in respect of to the Transferred Assetsextent it would otherwise constitute an Assumed Liability) or such Seller (in respect of to the other businesses of Seller or any of its Affiliatesextent it would otherwise constitute an Excluded Liability); , and (ii) if a liability Liability cannot be so allocated under clause (i), such liability Liability shall be allocated to Seller such applicable Seller, or Purchaserthe Buyer, as the case may be, based on the relative proportion of total benefit received by Purchaser in respect of the Program Business (taking into account the extent to which such Liability would otherwise constitute an Assumed Liability or an Excluded Liability hereunder) and Seller or any of its Affiliates in respect of its the other businesses of such Seller under the relevant Specified Shared Contract, as reasonably determined by such Seller and Purchaserconsistent with this Agreement. Notwithstanding the foregoing, each of Seller the Sellers and Purchaser the Buyer shall be responsible for any or all liabilities Liabilities arising from its (or its Affiliates’) direct or indirect breach of any Specified Shared Contract.