definiens: means any Contract, sales order, purchase order, instrument or other commitment, obligation or arrangement entered into prior to the date hereof ( or entered into prior to the Closing in accordance with this Agreement ) that is between Seller Parent or any of its Subsidiaries ( including the Conveyed Subsidiaries and their Subsidiaries ), on the one ha nd, and one or more third parties, on the other han d, that inures to the benefit or burden of both the Business and a ny Retained Business, other than any enterprise - wid e Contracts, Contracts with respect to Off - the - Shelf Software, Seller Group Plans, Foreign Seller Group Plans, Collective Bargaining Agreements and any agreement or grant with any Taxing Authority ; provided that a ny such Contract that provides only de minimis assets or services to the Business or the Retained Businesses, as the case may be, shall not be deemed to be a Shared Con tract for purposes hereof