Common use of Shared Contracts Clause in Contracts

Shared Contracts. The Parties acknowledge that the Shared Contracts relate to both the Business and the Retained Business. Following the Closing, the Parties desire for themselves and for the benefit of Sellers and Buyer, respectively, to have and obtain the rights and benefits under each Shared Contract to the extent related to the continuing business of Sellers and Buyer. Promptly after the date hereof, the Parties agree to cooperate together to provide Sellers and Buyer (and/or one or more of its designated Subsidiaries) with their applicable rights and benefits under each Shared Contract by assisting the respective Sellers and/or Buyer (and/or one or more of its designated Subsidiaries) in entering into a new Contract or Contracts with the applicable third party on substantially similar terms (a “Separated Contract”). If any Shared Contract cannot be separated into a Separated Contract at Closing, Seller Parent and Buyer shall, and shall cause each of their respective Affiliates to, use their commercially reasonable efforts to cause, for the period after the Closing until such Shared Contract is separated into a Separated Contract or such Shared Contract expires pursuant to its terms: (a) the rights and benefits under each Shared Contract to the extent relating to the Business to be enjoyed by Buyer (and/or one or more of its designated Subsidiaries); (b) the Liabilities under each Shared Contract to the extent relating to the Business to be borne by Buyer (and/or one or more of its designated Subsidiaries); (c) the rights and benefits under each Shared Contract to the extent relating to the Retained Business to be enjoyed by Seller Parent; and (d) the Liabilities under each Shared Contract to the extent relating to the Retained Business to be borne by Seller Parent.

Shared Contracts. The Parties acknowledge that the Shared Contracts relate Prior to both the Business and the Retained Business. Following the Closing, each of the Parties desire for themselves and for the benefit of Sellers and Buyer, respectively, to have and obtain the rights and benefits under each Shared Contract to the extent related to the continuing business of Sellers and Buyer. Promptly after the date hereof, the Parties agree to cooperate together to provide Sellers and Buyer (and/or one or more of its designated Subsidiaries) with their applicable rights and benefits under each Shared Contract by assisting the respective Sellers and/or Buyer (and/or one or more of its designated Subsidiaries) in entering into a new Contract or Contracts with the applicable third party on substantially similar terms (a “Separated Contract”). If any Shared Contract cannot be separated into a Separated Contract at Closing, Seller Parent and Buyer shall, and shall cause each of their respective Affiliates to, use their commercially respective reasonable best efforts to causeobtain from, for 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 agreement in a form reasonably acceptable to CCR and the period Buyer (a “New Contract”) that allocates the rights and obligations of the Sellers and their Affiliates under each such Shared Contract as between the Business, on the one hand, and the 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 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 and arising after the Closing until such to the Buyer and (ii) releases the Sellers and their Affiliates from all liabilities or obligations with respect to the Business that arise after the Closing. Any New Contracts that relate to the Business (the “New Business Contracts”) shall be entered into by the Buyer or its Affiliates effective as of the Closing and shall allocate to the Buyer all rights and obligations of the Sellers or their Affiliates (as applicable) under the applicable Shared Contract is separated into a Separated Contract or such Shared Contract expires pursuant to its terms: (a) the rights and benefits under each Shared Contract being replaced to the extent such rights and obligations relate to the Business (or applicable portion thereof) 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, 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 relating to the Business to be enjoyed by Buyer (and/or one or more of its designated Subsidiaries); (b) and arising after the Liabilities Closing. In the event that any third party under each a Shared Contract does not agree to enter into a New Business Contract or Partial Assignment and Release consistent with this Section 5.17, the parties shall in good faith seek mutually acceptable alternative arrangements for purposes of allocating rights and liabilities and obligations under such Shared Contract (provided, that such arrangements shall not result in a breach or violation of such Shared Contract by 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 Closing, assume the obligations and bear the economic burdens associated with, such Shared Contract solely to the extent related to the Business 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, 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. 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 be borne by Buyer (and/or one or more of its designated Subsidiaries); (c) the rights and benefits under each Shared Contract Business, to the extent relating 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 Retained Business 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 Closing Date, and shall promptly notify the Buyer of any contract or agreement entered into between the date hereof and the 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 date hereof, would have been a Material Contract required to be enjoyed by Seller Parent; and (dset forth on Section 3.12(a) of the Liabilities under each Disclosure Schedule or a Shared Contract to the extent relating to the Retained Business required to be borne by Seller Parentset forth on Section 3.12(b) of the Disclosure Schedule.

Shared Contracts. The Parties acknowledge that the Shared Contracts relate Prior to both the Business and the Retained Business. Following the Closing, each of the Parties desire for themselves and for the benefit of Sellers and Buyer, respectively, to have and obtain the rights and benefits under each Shared Contract to the extent related to the continuing business of Sellers and Buyer. Promptly after the date hereof, the Parties agree to cooperate together to provide Sellers and Buyer (and/or one or more of its designated Subsidiaries) with their applicable rights and benefits under each Shared Contract by assisting the respective Sellers and/or Buyer (and/or one or more of its designated Subsidiaries) in entering into a new Contract or Contracts with the applicable third party on substantially similar terms (a “Separated Contract”). If any Shared Contract cannot be separated into a Separated Contract at Closing, Seller Parent and Buyer shall, and shall cause each of their respective Affiliates to, use their commercially respective reasonable best efforts to causeobtain from, for 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 agreement in a form reasonably acceptable to CCR and the period Buyer (a “New Contract”) that allocates the rights and obligations of the Sellers and their Affiliates under each such Shared Contract as between the Business, on the one hand, and the 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 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 and arising after the Closing until such to the Buyer and (ii) releases the Sellers and their Affiliates from all liabilities or obligations with respect to the Business that arise after the Closing. Any New Contracts that relate to the Business (the “New Business Contracts”) shall be entered into by the Buyer or its Affiliates effective as of the Closing and shall allocate to the Buyer all rights and obligations of the Sellers or their Affiliates (as applicable) under the applicable Shared Contract is separated into a Separated Contract or such Shared Contract expires pursuant to its terms: (a) the rights and benefits under each Shared Contract being replaced to the extent such rights and obligations relate to the Business (or applicable portion thereof) 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, 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 relating to the Business to be enjoyed by Buyer (and/or one or more of its designated Subsidiaries); (b) and arising after the Liabilities Closing. In the event that any third party under each a Shared Contract does not agree to enter into a New Business Contract or Partial Assignment and Release consistent with this Section 5.16, the parties shall in good faith seek mutually acceptable alternative arrangements for purposes of allocating rights and liabilities and obligations under such Shared Contract (provided, that such arrangements shall not result in a breach or violation of such Shared Contract by 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 Closing, assume the obligations and bear the economic burdens associated with, such Shared Contract solely to the extent related to the Business 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, 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. 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 be borne by Buyer (and/or one or more of its designated Subsidiaries); (c) the rights and benefits under each Shared Contract Business, to the extent relating 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 Retained Business 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 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 date hereof, would have been a Material Contract required to be enjoyed by Seller Parent; and (dset forth on Section 3.12(a) of the Liabilities under each Disclosure Schedule or a Shared Contract to the extent relating to the Retained Business required to be borne by Seller Parentset forth on Section 3.12(b) of the Disclosure Schedule.

Shared Contracts. The Parties acknowledge that (a) Each Shared Contract that, pursuant to its terms, permits the assignment to Purchaser of only those rights of Seller or its Subsidiary under such Shared Contracts relate Contract related to both the OrthoRecon Products or the Business without the consent of the counterparty thereto or other conditions, including conditions requiring the payment of any transfer or other fee (the “Assignable Shared Contracts”), shall be deemed to be an Assumed Contract hereunder and the Retained Business. Following Seller shall cause to be assigned to Purchaser, as of the Closing, the Parties desire for themselves and for the benefit of Sellers and BuyerSeller’s or its Subsidiaries’ respective rights under such Assignable Shared Contract, respectively, to have and obtain the rights and benefits under each Shared Contract to the extent related to the continuing business of Sellers and BuyerOrthoRecon Products or the Business, in accordance with its terms. Promptly after Seller shall use commercially reasonable efforts prior to the date hereof, Closing to cause the Parties agree counterparty to cooperate together to provide Sellers and Buyer (and/or one or more of its designated Subsidiaries) with their applicable rights and benefits under each Shared Contract by assisting that is not an Assignable Shared Contract (the respective Sellers and/or Buyer (and/or one “Non-Assignable Shared Contracts”) to consent to the assignment to Purchaser of such Non-Assignable Shared Contract or more partial assignment of those rights of Seller or its designated Subsidiaries) Subsidiary under such Non-Assignable Shared Contract related to the OrthoRecon Products or the Business, or to otherwise reasonably cooperate with Purchaser in entering Purchaser’s efforts to enter into a new Contract or Contracts with the applicable third party such counterparty on substantially similar the same terms (a “Separated as exist under such Non-Assignable Shared Contract”), in each case as of the Closing. If The portion related to the OrthoRecon Products or the Business of each such Non-Assignable Shared Contract for which the Parties have received consent to the entire or partial assignment shall thereafter be deemed to be an Assumed Contract hereunder and, if applicable, Seller shall wholly assign, or partially assign, such portion to Purchaser as of the Closing such Non-Assignable Shared Contract in accordance with its terms. Purchaser and Seller understand and agree that with respect to any Shared Contract cannot be separated into a Separated Contract at ClosingContract, Seller Parent and Buyer shall, and shall cause each of their respective Affiliates to, use their commercially reasonable efforts may require transition services from Purchaser to cause, for the period after the Closing until such Shared Contract is separated into a Separated Contract or such Shared Contract expires pursuant to its terms: (a) provide it with the rights and benefits under each of such Shared Contract to the extent relating to the Business to be enjoyed by Buyer (and/or one or more of its designated Subsidiaries); (b) the Liabilities under each Shared Contract to the extent relating to the Business to be borne by Buyer (and/or one or more of its designated Subsidiaries); (c) the rights and benefits under each Shared Contract to the extent relating such contract relates to the Retained Business Business, and Purchaser agrees to be enjoyed by provide such services to Seller Parent; in the manner set forth in (and (dsubject to the terms and conditions of) the Liabilities under each Shared Contract to the extent relating to the Retained Business to be borne by Seller ParentTransition Services Agreement.

Shared Contracts. The Parties acknowledge that With respect to any Contract of the Seller or any of its Affiliates (other than any Included Contract) which is used in or held for use in the Business but under which the benefits and burdens do not inure exclusively to the Business, including those set forth on Section 5.13 of the Seller Disclosure Schedule (each a “Shared Contract”), the Seller and the Purchaser will use commercially reasonable efforts to enter into, or cause to be entered into, such agreements with the other parties to such Shared Contracts relate necessary for the Asset Selling Affiliate to both assign to the Purchaser or its Designated Affiliate(s) and for the Purchaser and its Designated Affiliate(s), as applicable, to assume from such Asset Selling Affiliates only those rights and obligations used in, or relating to, the applicable Portion of the Business. To the extent such agreements are entered into, whether prior to or subsequent to either Closing, such rights will be deemed to become “Included Contracts” and such obligations will be deemed to become “Assumed Liabilities.” The parties acknowledge and agree that this provision shall not be deemed to require any Person to pay or commit to pay any amount to (or incur any obligation in favor of) any Person in connection with entering into any agreement with respect to any Shared Contract (other than nominal filing or application fees or reimbursement of nominal attorneys’ fees). If an agreement is not entered into with respect to the assignment to, and the assumption by, the Purchaser or its Designated Affiliate(s) of those rights and obligations used in, or relating to, the applicable Portion of the Business under any Shared Contract, then the Seller and the Purchaser shall cooperate with each other in any lawful arrangement reasonably satisfactory to the Seller and the Purchaser under which the Purchaser or its Designated Affiliate(s) would (i) obtain, to the extent practicable, the rights used in, or relating to, the applicable Portion of the Business and assume the Retained Business. Following corresponding Liabilities under such Shared Contract (including by means of subcontracting, sublicensing or subleasing arrangement) or under which the Closingapplicable Asset Selling Affiliate would enforce or cause its Affiliates, the Parties desire for themselves and as appropriate, to enforce, for the benefit of Sellers the Purchaser or its Designated Affiliate(s), with the Purchaser or its Designated Affiliate(s), as applicable, assuming and Buyeragreeing to promptly pay, respectively, to have perform or discharge when due the Seller’s or Asset Selling Affiliates’ Liabilities and obtain the rights and benefits under each Shared Contract expenses to the extent related to the continuing business of Sellers thereto, any and Buyer. Promptly after the date hereof, the Parties agree to cooperate together to provide Sellers and Buyer (and/or one or more of its designated Subsidiaries) with their applicable rights and benefits under each Shared Contract by assisting the respective Sellers and/or Buyer (and/or one or more of its designated Subsidiaries) in entering into a new Contract or Contracts with the applicable third party on substantially similar terms (a “Separated Contract”). If any Shared Contract cannot be separated into a Separated Contract at Closing, Seller Parent and Buyer shall, and shall cause each all of their respective Affiliates to, use their commercially reasonable efforts rights which relate to cause, for the period operation of the applicable Portion of the Business by the Purchaser or its Designated Affiliate(s) from and after the applicable Closing until under such Shared Contract is separated into a Separated and (ii) provide to the Seller and the Assets Selling Affiliates all support necessary or appropriate to enable the Seller or the relevant Asset Selling Affiliate to perform their respective obligations under Shared Contract or relating to the applicable Portion of the Business, provided that the resulting economic consequences shall be made to be as similar as reasonably practicable as would have been the case if the rights and obligations relating to the applicable Portion of the Business under such Shared Contract expires pursuant to its terms: (a) the rights and benefits under each Shared Contract had been transferred to the extent relating to the Business to be enjoyed by Buyer (and/or one Purchaser or more of its designated SubsidiariesDesignated Affiliate(s); (b) the Liabilities under each Shared Contract to the extent relating to the Business to be borne by Buyer (and/or one or more of its designated Subsidiaries); (c) the rights and benefits under each Shared Contract to the extent relating to the Retained Business to be enjoyed by Seller Parent; and (d) the Liabilities under each Shared Contract to the extent relating to the Retained Business to be borne by Seller Parent.. Section 5.14

Shared Contracts. The Parties acknowledge that With respect to any Contract of the Seller or any of its Affiliates (other than any Included Contract) which is used in or held for use in the Business but under which the benefits and burdens do not inure exclusively to the Business, including those set forth on Section 5.13 of the Seller Disclosure Schedule (each a “Shared Contract”), the Seller and the Purchaser will use commercially reasonable efforts to enter into, or cause to be entered into, such agreements with the other parties to such Shared Contracts relate necessary for the Asset Selling Affiliate to both assign to the Purchaser or its Designated Affiliate(s) and for the Purchaser and its Designated Affiliate(s), as applicable, to assume from such Asset Selling Affiliates only those rights and obligations used in, or relating to, the applicable Portion of the Business. To the extent such agreements are entered into, whether prior to or subsequent to either Closing, such rights will be deemed to become “Included Contracts” and such obligations will be deemed to become “Assumed Liabilities.” The parties acknowledge and agree that this provision shall not be deemed to require any Person to pay or commit to pay any amount to (or incur any obligation in favor of) any Person in connection with entering into any agreement with respect to any Shared Contract (other than nominal filing or application fees or reimbursement of nominal attorneys’ fees). If an agreement is not entered into with respect to the assignment to, and the assumption by, the Purchaser or its Designated Affiliate(s) of those rights and obligations used in, or relating to, the applicable Portion of the Business under any Shared Contract, then the Seller and the Purchaser shall cooperate with each other in any lawful arrangement reasonably satisfactory to the Seller and the Purchaser under which the Purchaser or its Designated Affiliate(s) would (i) obtain, to the extent practicable, the rights used in, or relating to, the applicable Portion of the Business and assume the Retained Business. Following corresponding Liabilities under such Shared Contract (including by means of subcontracting, sublicensing or subleasing arrangement) or under which the Closingapplicable Asset Selling Affiliate would enforce or cause its Affiliates, the Parties desire for themselves and as appropriate, to enforce, for the benefit of Sellers the Purchaser or its Designated Affiliate(s), with the Purchaser or its Designated Affiliate(s), as applicable, assuming and Buyeragreeing to promptly pay, respectively, to have perform or discharge when due the Seller’s or Asset Selling Affiliates’ Liabilities and obtain the rights and benefits under each Shared Contract expenses to the extent related to the continuing business of Sellers thereto, any and Buyer. Promptly after the date hereof, the Parties agree to cooperate together to provide Sellers and Buyer (and/or one or more of its designated Subsidiaries) with their applicable rights and benefits under each Shared Contract by assisting the respective Sellers and/or Buyer (and/or one or more of its designated Subsidiaries) in entering into a new Contract or Contracts with the applicable third party on substantially similar terms (a “Separated Contract”). If any Shared Contract cannot be separated into a Separated Contract at Closing, Seller Parent and Buyer shall, and shall cause each all of their respective Affiliates to, use their commercially reasonable efforts rights which relate to cause, for the period operation of the applicable Portion of the Business by the Purchaser or its Designated Affiliate(s) from and after the applicable Closing until under such Shared Contract is separated into a Separated and (ii) provide to the Seller and the Assets Selling Affiliates all support necessary or appropriate to enable the Seller or the relevant Asset Selling Affiliate to perform their respective obligations under Shared Contract or relating to the applicable Portion of the Business, provided that the resulting economic consequences shall be made to be as similar as reasonably practicable as would have been the case if the rights and obligations relating to the applicable Portion of the Business under such Shared Contract expires pursuant to its terms: (a) the rights and benefits under each Shared Contract had been transferred to the extent relating to the Business to be enjoyed by Buyer (and/or one Purchaser or more of its designated SubsidiariesDesignated Affiliate(s); (b) the Liabilities under each Shared Contract to the extent relating to the Business to be borne by Buyer (and/or one or more of its designated Subsidiaries); (c) the rights and benefits under each Shared Contract to the extent relating to the Retained Business to be enjoyed by Seller Parent; and (d) the Liabilities under each Shared Contract to the extent relating to the Retained Business to be borne by Seller Parent.

Shared Contracts. The Parties acknowledge that the Shared Contracts relate to both the Business and the Retained Business. Following the Closing, the Parties parties desire for themselves and for the benefit of Sellers Seller and Buyer, respectively, to have and obtain the rights and benefits under each Shared Contract to the extent related to the continuing business of Sellers Buyer and BuyerSeller and its Affiliates. Promptly after the date hereof, the Parties agree to The parties shall cooperate together with each other to provide Sellers Seller and its Affiliates and Buyer (and/or one or more of and its designated Subsidiaries) Affiliates with their applicable rights and benefits under each Shared Contract first, by effecting a partial assignment of such Shared Contract or, if unable to effect such partial assignment, second, by assisting the respective Sellers and/or Buyer (and/or one or more of its designated Subsidiaries) in entering into a new Contract or Contracts with the applicable third party on substantially similar terms (a “Separated Contract”). The costs of entering into a new Contract or Contract(s) shall be borne by Buyer. If any Shared Contract cannot be partially assigned or separated into a Separated Contract at Closing, Seller Parent and Buyer shall, and shall cause each of their respective Affiliates to, use their commercially reasonable commercial efforts to cause, for the period after the Closing until such Shared Contract is separated into a Separated Contract or such Shared Separated Contract expires pursuant to its terms: , (ai) the rights and benefits under each Shared Contract to the extent relating to the Business to be enjoyed by Buyer (and/or one or more of its designated Subsidiaries)Buyer; (bii) the Liabilities under each Shared Contract to the extent relating to the Business to be borne by Buyer (and/or one or more of its designated Subsidiaries)Buyer; (ciii) the rights and benefits under each Shared Contract to the extent relating to any business other than the Retained Business to be enjoyed by Seller ParentSeller; and (div) the Liabilities under each Shared Contract to the extent relating to any business other than the Retained Business to be borne by Seller ParentSeller.