Common use of Affiliate Contracts Clause in Contracts

Affiliate Contracts. Other than as provided in and without prejudice to the provisions of the Ancillary Agreements, each Seller and the Purchaser shall procure that: 5.5.1 the Cash Pooling Arrangements excluding the GSK Finance Cash Balances; and 5.5.2 each Affiliate Contract in force immediately prior to Closing, shall terminate prior to Closing and each counterparty thereto shall, effective as of Closing, settle all outstanding financial obligations arising out of any such Affiliate Contract and unconditionally release and irrevocably discharge each other party thereto from (i) any and all further obligations to perform or any further performance of the various covenants, undertakings, warranties and other obligations contained in such Affiliate Contract and (ii) any and all claims and Liabilities whatsoever arising out of, in any way connected with, as a result of or in respect of such Affiliate Contract.

Appears in 3 contracts

Samples: Contribution Agreement, Contribution Agreement (Glaxosmithkline PLC), Contribution Agreement (Novartis Ag)

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Affiliate Contracts. Other than as provided in and without prejudice to the provisions of the Ancillary Agreements, each Seller and the Purchaser shall procure that: 5.5.1 the Cash Pooling Arrangements excluding the GSK Finance Cash BalancesArrangements; and 5.5.2 each Affiliate Contract in force immediately prior to Closing, shall terminate prior to Closing and each counterparty thereto shall, effective as of Closing, settle all outstanding financial obligations arising out of any such Affiliate Contract and unconditionally release and irrevocably discharge each other party thereto from (i) any and all further obligations to perform or any further performance of the various covenants, undertakings, warranties and other obligations contained in such Affiliate Contract and (ii) any and all claims and Liabilities whatsoever arising out of, in any way connected with, as a result of or in respect of such Affiliate Contract.

Appears in 2 contracts

Samples: Contribution Agreement (Glaxosmithkline PLC), Contribution Agreement (Novartis Ag)

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Affiliate Contracts. Other than as provided in and without prejudice to the provisions of the Ancillary AgreementsAgreements and subject to Clause 8.6, each the Seller and the Purchaser shall procure that: 5.5.1 5.6.1 the Cash Pooling Arrangements excluding the GSK Finance Cash BalancesArrangements; and 5.5.2 5.6.2 each Affiliate Contract in force immediately prior to ClosingClosing other than any Surviving Affiliate Contract, shall terminate prior to Closing and each counterparty thereto shall, effective as of Closing, settle all outstanding financial obligations arising out of any such Affiliate Contract Contracts and unconditionally release and irrevocably discharge each other party thereto from from: (i) any and all further obligations to perform or any further performance of the various covenants, undertakings, warranties and other obligations contained in such Affiliate Contract Contract; and (ii) any and all claims and Liabilities whatsoever arising out of, in any way connected with, as a result of or in respect of such Affiliate Contract.

Appears in 1 contract

Samples: Share and Business Sale Agreement (Novartis Ag)

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