Common use of Termination of Agreements Clause in Contracts

Termination of Agreements. (a) Except as set forth in Section 2.7(b), in furtherance of the releases and other provisions of Section 4.1, each of UTC, Carrier and Otis and each member of their respective Groups hereby terminate any and all agreements, arrangements, commitments or understandings, whether or not in writing, between or among a Party and/or any member of such Party’s Group, on the one hand, and another Party and/or any member of such other Party’s Group, on the other hand, effective as of the applicable Effective Time. No such terminated agreement, arrangement, commitment or understanding (including any provision thereof that purports to survive termination) shall be of any further force or effect after the Effective Time. Each Party shall, at the reasonable request of the other Party, take, or cause to be taken, such other actions as may be necessary to effect the foregoing. (b) The provisions of Section 2.7(a) shall not apply to any of the following agreements, arrangements, commitments or understandings (or to any of the provisions thereof): (i) this Agreement and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by any of the Parties or any of the members of their respective Groups or to be continued from and after the Effective Time); (ii) any agreements, arrangements, commitments or understandings listed or described on Schedule 2.7(b)(ii); (iii) any agreements, arrangements, commitments or understandings to which any Third Party is a party thereto (including any Shared Contracts); (iv) any intercompany accounts payable or accounts receivable accrued as of the Effective Time that are reflected in the books and records of the Parties or otherwise documented in writing in accordance with past practices, which shall be settled in the manner contemplated by Section 2.7(c); (v) any agreements, arrangements, commitments or understandings to which any non-wholly owned Subsidiary of UTC, Carrier or Xxxx, as the case may be, is a party (it being understood that directors’ qualifying shares or similar interests will be disregarded for purposes of determining whether a Subsidiary is wholly owned); and (vi) any agreements for the sale, lease, construction or receipt of goods, property or services purchased, obtained or used in the ordinary course of business by a member of any Group from a member of another Group prior to the Effective Time. (c) All of the intercompany accounts receivable and accounts payable between any member of a Party’s Group, on the one hand, and any member of another Party’s Group, on the other hand, outstanding as of the Effective Time shall, as promptly as practicable after the Effective Time, be repaid, settled or otherwise eliminated in a manner as determined by UTC in its sole and absolute discretion (acting in good faith).

Termination of Agreements. (a) Except as set forth in Section 2.7(b2.11(b), in furtherance of the releases and other provisions of Section 4.15.1, each of UTC, Carrier and Otis VPG and each member of their respective Groups hereby terminate any and all agreements, arrangements, commitments or understandings, whether or not in writing, between or among a Party and/or any member of such Party’s the VPG Group, on the one hand, and another Party and/or any Vishay and each member of such other Party’s the Vishay Group, on the other hand, effective as of the applicable Effective TimeDistribution Date, shall terminate, any and all Contracts (including any intercompany accounts payable or accounts receivable accrued as of the Distribution Date that are reflected in the books and records of the parties or otherwise documented in writing in accordance with past practices), whether or not in writing, between or among VPG and/or any member of the VPG Group, on the one hand, and Vishay and/or any member of the Vishay Group, on the other hand, effective as of the Distribution Date. No such terminated agreement, arrangement, commitment or understanding Contracts (including any provision thereof that which purports to survive termination) shall be of any further force or effect after the Effective TimeDistribution Date. Each Party party shall, at the reasonable request of the any other Partyparty, take, or cause to be taken, such other actions as may be necessary to effect the foregoing. (b) The provisions of Section 2.7(a2.11(a) shall not apply to any of the following agreements, arrangements, commitments or understandings Contracts (or to any of the provisions thereof): ) in: (i) this Agreement and or the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by any of the Parties parties or any of the members of their respective Groups or to be continued from and after the Effective TimeGroups); (ii) any agreementsContracts to which any Person other than the parties and their respective Affiliates is a party (it being understood that to the extent that the rights and obligations of the parties and the members of their respective Groups under any such Contracts constitute Separated Assets or Assumed Liabilities, arrangementsthey shall be assigned or assumed, commitments or understandings listed or described on Schedule 2.7(b)(iias the case may be, pursuant to Section 2.3); (iii) any agreements, arrangements, commitments or understandings to which any Third Party is a party thereto (including any Shared Contracts); (iv) any intercompany accounts payable or accounts receivable accrued as of the Effective Time that are reflected in the books and records of the Parties or otherwise documented in writing in accordance with past practices, which shall be settled in the manner contemplated by Section 2.7(c); (v) any agreements, arrangements, commitments or understandings Contracts to which any non-wholly owned Subsidiary of UTC, Carrier Vishay or XxxxVPG, as the case may be, is a party (it being understood that directors’ qualifying shares or similar interests will be disregarded for purposes of determining whether a Subsidiary is wholly owned); and (viiv) any agreements for the sale, lease, construction intercompany Contracts or receipt of goods, property accounts receivable entered into or services purchased, obtained or used generated in the ordinary course of business by a member of business; or (v) any Group from a member of another Group prior to other Contracts that this Agreement or any Ancillary Agreement expressly contemplates will survive the Effective TimeDistribution Date. (c) All of the intercompany accounts receivable and accounts payable between any member of a Party’s Group, on the one hand, and any member of another Party’s Group, on the other hand, outstanding as of the Effective Time shall, as promptly as practicable after the Effective Time, be repaid, settled or otherwise eliminated in a manner as determined by UTC in its sole and absolute discretion (acting in good faith).

Termination of Agreements. (a) Except as set forth in Section 2.7(b), in furtherance of the releases and other provisions of Section 4.1, each of UTC, Carrier and Otis SpinCo and each member of their respective Groups the SpinCo Group, on the one hand, and Parent and each member of the Parent Group, on the other hand, hereby terminate any and all agreements, arrangements, commitments or understandings, whether or not in writing, between or among a Party SpinCo and/or any member of such Party’s the SpinCo Group, on the one hand, and another Party Parent and/or any member of such other Party’s the Parent Group, on the other hand, effective as of the applicable Effective Time. No such terminated agreement, arrangement, commitment or understanding (including any provision thereof that which purports to survive termination) shall be of any further force or effect after the Effective Time. Each Party shall, at the reasonable request of the other Party, take, or cause to be taken, such other actions as may be necessary to effect the foregoing. (b) The provisions of Section 2.7(a) shall not apply to any of the following agreements, arrangements, commitments or understandings (or to any of the provisions thereof): (i) this Agreement and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by any of the Parties or any of the members of their respective Groups or to be continued from and after the Effective Time); (ii) any agreements, arrangements, commitments or understandings listed or described on Schedule 2.7(b)(ii); (iii) any agreements, arrangements, commitments or understandings to which any Third Party is a party thereto (including any Shared Contracts)thereto; (iv) any intercompany accounts payable or accounts receivable accrued as of the Effective Time that are reflected in the books and records of the Parties or otherwise documented in writing in accordance with past practices, which shall be settled in the manner contemplated by Section 2.7(c); (v) any agreements, arrangements, commitments or understandings to which any non-wholly owned Subsidiary of UTC, Carrier Parent or XxxxSpinCo, as the case may be, is a party (it being understood that directors’ qualifying shares or similar interests will be disregarded for purposes of determining whether a Subsidiary is wholly owned); and (vi) any agreements for the sale, lease, construction or receipt of goods, property or services purchased, obtained or used in the ordinary course of business by a member of any Group from a member of another Group prior to the Effective TimeShared Contracts. (c) All of the intercompany accounts receivable and accounts payable between any member of a Party’s the Parent Group, on the one hand, and any member of another Party’s the SpinCo Group, on the other hand, outstanding as of the Effective Time shall, as promptly as practicable after the Effective Time, be repaid, settled or otherwise eliminated in by means of cash payments, a manner dividend, capital contribution, a combination of the foregoing, or otherwise as determined by UTC Parent in its sole and absolute discretion (acting in good faith)discretion.

Termination of Agreements. (a) Except as set forth in Section 2.7(b)2.03(b) or Section 2.03(c) or as otherwise provided by the Separation Step Plan, in furtherance of the releases and other provisions of Section 4.16.01, each effective as of UTCthe Distribution, Carrier and Otis SpinCo and each other member of their respective Groups hereby terminate any and all agreements, arrangements, commitments or understandings, whether or not in writing, between or among a Party and/or any member of such Party’s the SpinCo Group, on the one hand, and another Party and/or any Nuance and each other member of such other Party’s the Nuance Group, on the other hand, effective hereby terminate any and all Contracts, arrangements, commitments and understandings, oral or written between such parties and in existence as of the applicable Effective TimeDistribution Date (“Intercompany Agreements”), including all intercompany accounts payable or accounts receivable in effect or accrued as of the Distribution Date (“Intercompany Accounts”). No such terminated agreement, arrangement, commitment Intercompany Agreement or understanding Intercompany Account (including any provision thereof that purports to survive termination) shall be of any further force or effect after the Effective TimeDistribution Date. Each Party shall, at the reasonable request of the other Party, take, or cause to be taken, such other actions as may be necessary to effect the foregoing. The Parties, on behalf of the members of their respective Groups, hereby waive any advance notice provision or other termination requirements with respect to any Intercompany Agreement. (b) The provisions of Section 2.7(a2.03(a) shall not apply to any of the following agreements, arrangements, commitments Intercompany Agreements or understandings Intercompany Accounts (or to any of the provisions thereof): (i) this Agreement and the Ancillary Agreements (and each other agreement Intercompany Agreement or instrument Intercompany Account expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by any of the Parties either Party or any other member of the members of their respective Groups or to be continued from and after the Effective Timeits Group); (ii) any agreementsIntercompany Agreements to which any third party is a party, arrangements, commitments or understandings listed or described on Schedule 2.7(b)(ii)including any Shared Contracts; (iii) any agreements, arrangements, commitments other Intercompany Agreements or understandings to which Intercompany Accounts that this Agreement or any Third Party is a party thereto (including any Shared Contracts)Ancillary Agreement expressly contemplates will survive the Distribution Date; and (iv) any intercompany accounts payable or accounts receivable accrued as of the Effective Time that are reflected in the books those Intercompany Agreements and records of the Parties or otherwise documented in writing in accordance with past practices, which shall be settled in the manner contemplated by Section 2.7(c); (v) any agreements, arrangements, commitments or understandings to which any non-wholly owned Subsidiary of UTC, Carrier or Xxxx, as the case may be, is a party (it being understood that directors’ qualifying shares or similar interests will be disregarded for purposes of determining whether a Subsidiary is wholly owned); and (vi) any agreements for the sale, lease, construction or receipt of goods, property or services purchased, obtained or used in the ordinary course of business by a member of any Group from a member of another Group prior to the Effective TimeIntercompany Accounts set forth on Schedule XIII. (c) All In connection with the termination of Intercompany Accounts described in Section 2.03(a), each of Nuance and SpinCo shall cause each Intercompany Account between a member of the intercompany accounts receivable and accounts payable between any member of a Party’s SpinCo Group, on the one hand, and any a member of another Party’s the Nuance Group, on the other hand, outstanding as of the Effective Time shallclose of business on the business day immediately prior to the date of the Distribution to be settled on a net basis (whether via a dividend, a capital contribution, a combination of the foregoing or as otherwise agreed), in each case prior to the close of business on the date of the Distribution (except for any such intercompany payables or receivables arising pursuant to an Ancillary Agreement or any other Intercompany Agreement that this Agreement or any Ancillary Agreement expressly contemplates will survive the Distribution Date, which shall instead be settled in accordance with the terms of such Ancillary Agreement or other Intercompany Agreement); provided, that all intercompany balances set forth on Schedule XXI shall be forgiven without any settlement or other action on the part of either of the Parties or the respective members of their respective Groups. (i) Nuance and SpinCo each agree to take, or cause the respective members of their respective Groups to take, prior to the Distribution (or as promptly as reasonably practicable thereafter), all actions necessary to amend all contracts or agreements governing (x) the Nuance Accounts so that such Nuance Accounts, if linked (whether by automatic withdrawal, automatic deposit or any other authorization to transfer funds from or to, hereinafter “linked”) to any SpinCo Account, are de-linked from such SpinCo Accounts and (y) the SpinCo Accounts so that such SpinCo Accounts, if linked to any Nuance Account, are de-linked from such Nuance Accounts. (ii) With respect to any outstanding checks issued by, or payments made by, Nuance, SpinCo or any of their respective Subsidiaries prior to the Distribution, such outstanding checks shall be honored from and after the Effective TimeDistribution by the Person or Group owning the account on which the check is drawn, without limiting the ultimate allocation of Liability for such amounts under this Agreement or any Ancillary Agreement. (iii) As between Nuance and SpinCo (and the members of their respective Groups), except to the extent prohibited by applicable Law or a Final Determination, all payments and reimbursements received after the Distribution by either Party (or a member of its Group) to which the other Party (or a member of its Group) is entitled under this Agreement, shall be repaidheld by such Party (or the applicable member of its Group) in trust for the use and benefit of the Person entitled thereto and, settled within sixty (60) days of receipt by such Party (or otherwise eliminated the applicable member of its Group) of any such payment or reimbursement, such Party shall pay over, or shall cause the applicable member of its Group to pay over to the other Party (or the applicable member of its Group), the amount of such payment or reimbursement without right of setoff. (e) Each of Nuance and SpinCo shall, and shall cause each of their respective Subsidiaries to, take all necessary actions to remove each of SpinCo and SpinCo’s Subsidiaries from all Cash Management Arrangements to which it is a party, in a manner as determined by UTC in its sole and absolute discretion (acting in good faith)each case prior to the close of business on the business day immediately prior to the Distribution Date.

Termination of Agreements. (a) Except as set forth in Section 2.7(b)2.03(b) or Section 2.03(c) or as otherwise provided by the Plan of Reorganization, in furtherance of the releases and other provisions of Section 4.17.01, each effective as of UTCthe Distribution, Carrier and Otis SpinCo and each other member of their respective Groups hereby terminate any and all agreements, arrangements, commitments or understandings, whether or not in writing, between or among a Party and/or any member of such Party’s the SpinCo Group, on the one hand, and another Party and/or any Honeywell and each other member of such other Party’s the Honeywell Group, on the other hand, effective hereby terminate any and all Contracts, arrangements, commitments and understandings, oral or written between such parties and in existence as of the applicable Effective TimeDistribution Date (“Intercompany Agreements”), including all intercompany accounts payable or accounts receivable in effect or accrued as of the Distribution Date (“Intercompany Accounts”). No such terminated agreement, arrangement, commitment Intercompany Agreement or understanding Intercompany Account (including any provision thereof that purports to survive termination) shall be of any further force or effect after the Effective TimeDistribution Date. Each Party shall, at the reasonable request of the other Party, take, or cause to be taken, such other actions as may be necessary to effect the foregoing. The Parties, on behalf of the members of their respective Groups, hereby waive any advance notice provision or other termination requirements with respect to any Intercompany Agreement. (b) The provisions of Section 2.7(a2.03(a) shall not apply to any of the following agreements, arrangements, commitments Intercompany Agreements or understandings Intercompany Accounts (or to any of the provisions thereof): (i) this Agreement Agreement, the Ancillary Agreements and the Ancillary Ongoing Relationship Agreements (and each other agreement Intercompany Agreement or instrument Intercompany Account expressly contemplated by this Agreement, any Ancillary Agreement or any Ancillary Ongoing Relationship Agreement to be entered into by any of the Parties either Party or any other member of the members of their respective Groups or to be continued from and after the Effective Timeits Group); (ii) any agreementsIntercompany Agreements to which any third party is a party, arrangements, commitments or understandings listed or described on Schedule 2.7(b)(ii)including any Shared Contracts; (iii) any agreementsother Intercompany Agreements or Intercompany Accounts that this Agreement, arrangements, commitments any Ancillary Agreement or understandings to which any Third Party is a party thereto (including any Shared Contracts); (iv) any intercompany accounts payable or accounts receivable accrued as of Ongoing Relationship Agreement expressly contemplates will survive the Effective Time that are reflected in the books and records of the Parties or otherwise documented in writing in accordance with past practices, which shall be settled in the manner contemplated by Section 2.7(c); (v) any agreements, arrangements, commitments or understandings to which any non-wholly owned Subsidiary of UTC, Carrier or Xxxx, as the case may be, is a party (it being understood that directors’ qualifying shares or similar interests will be disregarded for purposes of determining whether a Subsidiary is wholly owned)Distribution Date; and (vi) any agreements for the sale, lease, construction or receipt of goods, property or services purchased, obtained or used in the ordinary course of business by a member of any Group from a member of another Group prior to the Effective Timethose Intercompany Agreements and Intercompany Accounts set forth on Schedule XVIII. (c) All In connection with the termination of Intercompany Accounts described in Section 2.03(a), each of Honeywell and SpinCo shall cause each Intercompany Account between a member of the intercompany accounts receivable and accounts payable between any member of a Party’s SpinCo Group, on the one hand, and any a member of another Party’s the Honeywell Group, on the other hand, outstanding as of the Effective Time shallclose of business on the business day immediately prior to the date of the Distribution to be settled on a net basis (whether via a dividend, a capital contribution, a combination of the foregoing or as otherwise agreed), in each case prior to the close of business on the date of the Distribution (except such Intercompany Accounts set forth on Schedule XVIII or any such intercompany payables or receivables arising pursuant to an Ancillary Agreement, an Ongoing Relationship Agreement or any other Intercompany Agreement that this Agreement, any Ancillary Agreement or Ongoing Relationship Agreement expressly contemplates will survive the Distribution Date, which shall instead be settled in accordance with the terms of Schedule XVIII, such Ancillary Agreement, such Ongoing Relationship Agreement or other Intercompany Agreement); provided that all intercompany balances set forth on Schedule XXVI shall be forgiven without any settlement or other action on the part of either of the Parties or the respective members of their respective Groups. (i) Honeywell and SpinCo each agrees to take, or cause the respective members of their respective Groups to take, prior to the Distribution (or as promptly as reasonably practicable thereafter), all actions necessary to amend all contracts or agreements governing (x) the Honeywell Accounts so that such Honeywell Accounts, if linked (whether by automatic withdrawal, automatic deposit or any other authorization to transfer funds from or to, hereinafter “linked”) to any SpinCo Account, are de-linked from such SpinCo Accounts and (y) the SpinCo Accounts so that such SpinCo Accounts, if linked to any Honeywell Account, are de-linked from such Honeywell Accounts. (ii) With respect to any outstanding checks issued by, or payments made by, Honeywell, SpinCo or any of their respective Subsidiaries prior to the Distribution, such outstanding checks shall be honored from and after the Effective TimeDistribution by the Person or Group owning the account on which the check is drawn, without limiting the ultimate allocation of Liability for such amounts under this Agreement, any Ancillary Agreement or any Ongoing Relationship Agreement. (iii) As between Honeywell and SpinCo (and the members of their respective Groups), except to the extent prohibited by applicable Law or a Determination, all payments and reimbursements received after the Distribution by either Party (or a member of its Group) to which the other Party (or a member of its Group) is entitled under this Agreement, shall be repaidheld by such Party (or the applicable member of its Group) in trust for the use and benefit of the Person entitled thereto and, settled within 60 days of receipt by such Party (or otherwise eliminated the applicable member of its Group) of any such payment or reimbursement, such Party shall pay over, or shall cause the applicable member of its Group to pay over to the other Party (or the applicable member of its Group), the amount of such payment or reimbursement without right of setoff. (e) Each of Honeywell and SpinCo shall, and shall cause their respective Subsidiaries to, take all necessary actions to remove each of SpinCo and SpinCo’s Subsidiaries from all Cash Management Arrangements to which it is a party, in a manner as determined by UTC in its sole and absolute discretion (acting in good faith)each case prior to the close of business on the business day immediately prior to the Distribution Date.

Termination of Agreements. (a) Except as set forth in Section 2.7(b2.8(b), in furtherance of the releases and other provisions of Section 4.1set forth in Article V, each of UTC, Carrier and Otis Corner Store and each member of their respective Groups the Corner Store Group, on the one hand, and Valero and each member of the Valero Group, on the other hand, hereby terminate any and all agreements, arrangements, commitments or understandings, whether or not in writing, between or among a Party Corner Store and/or any member of such Party’s Groupthe Corner Store Group and/or any entity that shall be a member of the Corner Store Group as of the Distribution Date, on the one hand, and another Party Valero and/or any member of such the Valero Group (other Party’s Groupthan entities that shall be members of the Corner Store Group as of the Distribution Date), on the other hand, effective as of the applicable Effective TimeDistribution Date. No such terminated agreement, arrangement, commitment or understanding (including any provision thereof that which purports to survive termination) shall be of any further force or effect after the Effective TimeDistribution Date. Each Party party shall, at the reasonable request of the any other Partyparty, take, or cause to be taken, such other actions as may be necessary to effect the foregoing. (b) The provisions of Section 2.7(a2.8(a) shall not apply to any of the following agreements, arrangements, commitments or understandings (or to any of the provisions thereof): (i) this Agreement and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by any of the Parties parties hereto or any of the members of their respective Groups or to be continued from Groups, including, for the avoidance of doubt, those agreements and after instruments entered into in connection with the Effective TimeCorner Store Financing Arrangements); (ii) any agreements, arrangements, commitments or understandings filed as an exhibit, whether in preliminary or final form, to the Form 10 or otherwise listed or described on Schedule 2.7(b)(ii2.8(b)(ii); (iii) any agreements, arrangements, commitments or understandings to which any Third Party Person other than the parties hereto and the members of their respective Groups is a party thereto (including it being understood that to the extent that the rights and obligations of the parties and the members of their respective Groups under any Shared Contractssuch agreements, arrangements, commitments or understandings constitute Corner Store Assets or Corner Store Liabilities, they shall be assigned pursuant to Section 2.1); (iv) any intercompany accounts payable or accounts receivable accrued as of the Effective Time that are reflected in the books and records of the Parties or otherwise documented in writing in accordance with past practices, which shall be settled in the manner contemplated by Section 2.7(cdescribed on Schedule 2.8(b)(iv); (v) any agreements, arrangements, commitments or understandings to which any non-member of the Valero Group or Corner Store Group, other than Valero, Corner Store or any wholly owned Subsidiary of UTC, Carrier Valero or XxxxCorner Store, as the case may be, is a party (it being understood that directors’ qualifying shares or similar interests will shall be disregarded for purposes of determining whether a Subsidiary is wholly owned); and (vi) any agreements for Shared Contracts; and (vii) any other agreements, arrangements, commitments or understandings that this Agreement or any Ancillary Agreement expressly contemplates shall survive the sale, lease, construction or receipt of goods, property or services purchased, obtained or used in the ordinary course of business by a member of any Group from a member of another Group prior to the Effective TimeDistribution Date. (c) All of the intercompany accounts receivable and accounts payable between any member of a Party’s Group, on the one hand, and any member of another Party’s Group, on the other hand, outstanding as of the Effective Time shall, as promptly as practicable after the Effective Time, be repaid, settled or otherwise eliminated in a manner as determined by UTC in its sole and absolute discretion (acting in good faith).

Termination of Agreements. (a) Except as set forth in Section 2.7(b2.8(b), in furtherance of the releases and other provisions of Section 4.15.1 hereof, each of UTC, Carrier and Otis SunCoke and each member of their respective Groups the SunCoke Group, on the one hand, and Sunoco and each member of the Sunoco Group, on the other hand, hereby terminate any and all agreements, arrangements, commitments or understandings, whether or not in writing, between or among a Party SunCoke and/or any member of such Party’s the SunCoke Group, on the one hand, and another Party Sunoco and/or any member of such other Party’s the Sunoco Group, on the other hand, effective as of the applicable Effective TimeIPO Closing Date. No such terminated agreement, arrangement, commitment or understanding (including any provision thereof that which purports to survive termination) shall be of any further force or effect after the Effective Timedate hereof. Each Party party shall, at the reasonable request of the any other Partyparty, take, or cause to be taken, such other actions as may be necessary to effect the foregoing. (b) The provisions of Section 2.7(a2.8(a) shall not apply to any of the following agreements, arrangements, commitments or understandings (or to any of the provisions thereof): (i) this Agreement and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any other Ancillary Agreement to be entered into by any of the Parties parties hereto or any of the members of their respective Groups or to be continued from and after the Effective TimeGroups); (ii) any agreements, arrangements, commitments or understandings listed or described on Schedule 2.7(b)(ii2.8(b)(ii); (iii) any agreements, arrangements, commitments or understandings to which any Third Party Person other than the parties hereto and their respective Affiliates is a party thereto (including it being understood that to the extent that the rights and obligations of the parties and the members of their respective Groups under any Shared Contractssuch agreements, arrangements, commitments or understandings constitute SunCoke Assets or SunCoke Liabilities, they shall be assigned pursuant to Section 2.1); (iv) any intercompany accounts payable or accounts receivable accrued as of the Effective Time IPO Closing Date that are reflected in the books and records of the Parties parties or otherwise documented in writing in accordance with past practices, which shall be settled in the manner contemplated by Section 2.7(c); (v) any agreements, arrangements, commitments or understandings to which any non-wholly owned Subsidiary of UTC, Carrier Sunoco or XxxxSunCoke, as the case may be, is a party (it being understood that directors’ qualifying shares or similar interests will be disregarded for purposes of determining whether a Subsidiary is wholly owned); and (vi) any agreements for other agreements, arrangements, commitments or understandings that this Agreement or any other Ancillary Agreement expressly contemplates will survive the sale, lease, construction or receipt of goods, property or services purchased, obtained or used in the ordinary course of business by a member of any Group from a member of another Group prior to the Effective TimeIPO Closing Date. (c) All of the intercompany accounts receivable and accounts payable between any member of a Party’s Group, on the one hand, and any member of another Party’s Group, on the other hand, outstanding as of the Effective Time shall, as promptly as practicable after the Effective Time, be repaid, settled or otherwise eliminated in a manner as determined by UTC in its sole and absolute discretion (acting in good faith).

Termination of Agreements. (a) Except as set forth in Section 2.7(b2.8(b), in furtherance of the releases and other provisions of Section 4.1, each of UTC, Carrier and Otis SpinCo and each member of their respective Groups the SpinCo Group, on the one hand, and Ventas and each member of the Ventas Group, on the other hand, hereby terminate any and all agreements, arrangements, commitments or understandings, whether or not in writing, between or among a Party SpinCo and/or any member of such Party’s the SpinCo Group, on the one hand, and another Party Ventas and/or any member of such other Party’s the Ventas Group, on the other hand, effective as of the applicable Effective Time. No such terminated agreement, arrangement, commitment or understanding (including any provision thereof that which purports to survive termination) shall be of any further force or effect after the Effective Time. Each Party shall, at the reasonable request of the other Party, take, or cause to be taken, such other actions as may be necessary to effect the foregoing. (b) The provisions of Section 2.7(a2.8(a) shall not apply to any of the following agreements, arrangements, commitments or understandings (or to any of the provisions thereof): (i) this Agreement and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by any of the Parties or any of the members of their respective Groups or to be continued from and after the Effective Time); (ii) any agreements, arrangements, commitments or understandings listed or described on Schedule 2.7(b)(ii2.8(b); (iii) any agreements, arrangements, commitments or understandings to which any Third Party is a party thereto (including any Shared Contracts)thereto; (iv) any intercompany accounts payable or accounts receivable accrued as of the Effective Time that are reflected in the books and records of the Parties or otherwise documented in writing in accordance with past practices, which shall be settled in the manner contemplated by Section 2.7(c2.8(c); (v) any agreements, arrangements, commitments or understandings to which any non-wholly owned Subsidiary of UTC, Carrier Ventas or XxxxSpinCo, as the case may be, is a party (it being understood that directors’ qualifying shares or similar interests will be disregarded for purposes of determining whether a Subsidiary is wholly owned); and (vi) any agreements for the sale, lease, construction or receipt of goods, property or services purchased, obtained or used in the ordinary course of business by a member of any Group from a member of another Group prior to the Effective TimeShared Contracts. (c) All of the intercompany accounts or notes receivable and accounts or notes payable between any member of a Party’s the Ventas Group, on the one hand, and any member of another Party’s the SpinCo Group, on the other hand, outstanding as of the Effective Time shall, as promptly as practicable after the Effective Time, be repaid, settled or otherwise eliminated in by means of cash payments, a manner dividend, capital contribution, a combination of the foregoing, or otherwise as determined by UTC Ventas in its sole and absolute discretion (acting in good faith)discretion.

Termination of Agreements. (a) Except as set forth in Section 2.7(b)for the Ancillary Agreements, in furtherance SeraNova, on behalf of the releases and other provisions of Section 4.1, each of UTC, Carrier and Otis itself and each member of their respective Groups the SeraNova Group, on the one hand, and Intelligroup, on behalf of itself and each member of the Intelligroup Group, on the other hand, hereby terminate terminates effective as of the Closing Date, any and all agreements, arrangements, commitments or understandings, whether or not in writing, between or among a Party and/or any member of such Party’s the SeraNova Group, on the one hand, and another Party and/or any member of such other Party’s the Intelligroup Group, on the other hand; provided, however, to the extent any such agreement, arrangement, commitment or understanding is inconsistent with any Ancillary Agreement, such termination shall be effective as of the date of effectiveness of the applicable Effective TimeAncillary Agreement. No such terminated agreement, arrangement, commitment or understanding (including any provision thereof that which purports to survive termination) shall be of any further force or effect after the Effective TimeClosing Date (or, to the extent contemplated by the proviso to the immediately preceding sentence, after the effective date of the applicable Ancillary Agreement). Each Party party shall, at the reasonable request of the any other Partyparty, take, or cause to be taken, such other actions as may be necessary to effect the foregoing. (b) The provisions of Section 2.7(a2.6(a) shall not apply to any of the following agreements, arrangements, commitments or understandings (or to any of the provisions thereof): (i) this Agreement and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by any member of the Parties SeraNova Group or any of the members of their respective Groups or to be continued from and after the Effective TimeIntelligroup Group); (ii) any agreements, arrangements, commitments or understandings listed to which any Person other than the parties hereto and their respective Affiliates is a party (it being understood that to the extent that the rights and obligations of the members of the SeraNova Group or described on Schedule 2.7(b)(ii); (iii) the Intelligroup Group under any such agreements, arrangements, commitments or understandings constitute SeraNova Assets or SeraNova Liabilities, they shall be assigned pursuant to which any Third Party is a party thereto (including any Shared Contractsthe other provisions of this Section 2); (iviii) any intercompany accounts payable or accounts receivable accrued as of the Effective Time Closing Date that are reflected in the books and records of the Parties parties or otherwise documented in writing in accordance with past practices, ; (iv) any written Tax sharing or Tax allocation agreements to which shall be settled in the manner contemplated by Section 2.7(c)any member of any Group is a party; and (v) any other agreements, arrangements, commitments or understandings to which that this Agreement or any non-wholly owned Subsidiary of UTC, Carrier or Xxxx, as Ancillary Agreement expressly contemplates will survive the case may be, is a party (it being understood that directors’ qualifying shares or similar interests will be disregarded for purposes of determining whether a Subsidiary is wholly owned); and (vi) any agreements for the sale, lease, construction or receipt of goods, property or services purchased, obtained or used in the ordinary course of business by a member of any Group from a member of another Group prior to the Effective TimeClosing Date. (c) All of the intercompany accounts receivable and accounts payable between any member of a Party’s Group, on the one hand, and any member of another Party’s Group, on the other hand, outstanding as of the Effective Time shall, as promptly as practicable after the Effective Time, be repaid, settled or otherwise eliminated in a manner as determined by UTC in its sole and absolute discretion (acting in good faith).

Termination of Agreements. (a) Except as set forth in Section 2.7(b2.8(b), in furtherance of the releases and other provisions of Section 4.15.1, each of UTC, Carrier and Otis Xxxx and each member of their respective Groups the Xxxx Group, on the one hand, and Parent and each member of the Parent Group, on the other hand, hereby terminate any and all agreements, arrangements, commitments or understandings, whether or not in writing, between or among a Party Xxxx and/or any member of such Party’s the Xxxx Group, on the one hand, and another Party Parent and/or any member of such other Party’s the Parent Group, on the other hand, effective as of the applicable Effective Separation Time. No such terminated agreement, arrangement, commitment or understanding (including any provision thereof that which purports to survive termination) shall be of any further force or effect after the Effective Separation Time. Each Party shall, at the reasonable request of the other Party, take, or cause to be taken, such other actions as may be necessary to effect the foregoing. (b) The provisions of Section 2.7(a2.8(a) shall not apply to any of the following agreements, arrangements, commitments or understandings (or to any of the provisions thereof): ): (i) this Agreement and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by any of the Parties or any of the members of their respective Groups or to be continued from and after the Effective Separation Time); ; (ii) any agreements, arrangements, commitments or understandings intercompany accounts receivable, accounts payable or other intercompany accounts listed or described on Schedule 2.7(b)(ii2.8(b)(ii); , which shall be treated as described therein; (iii) any agreements, arrangements, commitments or understandings to which any Third Party is a party thereto (thereto, including any Shared Contracts); and (iv) any intercompany accounts payable or accounts receivable accrued as of the Effective Time that are reflected in the books and records of the Parties or otherwise documented in writing in accordance with past practices, which shall be settled in the manner contemplated by Section 2.7(c); (v) any agreements, arrangements, commitments or understandings to which any non-wholly owned Subsidiary of UTC, Carrier Parent or Xxxx, as the case may be, is a party (it being understood that directors’ qualifying shares or similar interests will be disregarded for purposes of determining whether a Subsidiary is wholly owned); and (vi) any agreements for the sale, lease, construction or receipt of goods, property or services purchased, obtained or used in the ordinary course of business by a member of any Group from a member of another Group prior to the Effective Time. (c) All of the intercompany accounts receivable and accounts payable between any member of a Party’s the Parent Group, on the one hand, and any member of another Party’s the Xxxx Group, on the other hand, outstanding as of the Effective Separation Time shalland arising out of the contracts or agreements described in Section 2.8(b) or out of the provision, prior to the Separation Time, of the services to be provided following the Separation Time pursuant to the Ancillary Agreements shall be repaid or settled following the Separation Time in the ordinary course of business or, if otherwise mutually agreed prior to the Separation Time by duly authorized representatives of Parent and Xxxx, cancelled. All other intercompany accounts receivable and accounts payable between any member of the Parent Group, on the one hand, and any member of the Xxxx Group, on the other hand, outstanding as of the Separation Time shall be repaid or settled immediately prior to or as promptly as practicable after the Effective Separation Time, be repaid, settled or otherwise eliminated in a manner as determined by UTC in its sole and absolute discretion (acting in good faith).

Termination of Agreements. (a) Except as set forth in Section 2.7(b2.3(b), in furtherance of the releases and other provisions of Section 4.1, each of UTC, Carrier and Otis and each member of their respective Groups hereby terminate any and all agreements, arrangements, commitments or understandings, whether or not in writing, between or among a Party and/or any member of such Party’s GroupGroceryCo Entities, on the one hand, and another Party and/or any member of such other Party’s Groupthe SnackCo Entities, on the other hand, hereby terminate any and all Intercompany Agreements, effective as of the applicable Effective TimeDistribution. No such terminated agreement, arrangement, commitment or understanding Intercompany Agreement (including any provision thereof that purports to survive termination) shall be of any further force or effect from and after the Effective TimeDistribution. Each Party party shall, at the reasonable request of the any other Partyparty, take, or cause to be taken, such other actions as may be necessary to effect the foregoingprovisions of this Section 2.3(a). The parties, on behalf of the members of their respective Groups, hereby waive any advance notice provision or other termination requirements with respect to any Intercompany Agreement. (b) The provisions of Section 2.7(a2.3(a) shall not apply to any of the following agreements, arrangements, commitments or understandings Intercompany Agreements (or to any of the provisions thereof): ): (i) this any Intercompany Agreement and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by any of the Parties or any of the members of their respective Groups or to be continued from and after the Effective Time); (ii) any agreements, arrangements, commitments or understandings listed or described on Schedule 2.7(b)(ii); (iii) any agreements, arrangements, commitments or understandings to which any Third Party is a party thereto (including any Shared Contracts); (iv) any intercompany accounts payable or accounts receivable accrued as of the Effective Time that are reflected in the books and records of the Parties or otherwise documented in writing in accordance with past practices, which shall be settled in the manner contemplated by Section 2.7(c); (v) any agreements, arrangements, commitments or understandings to which any non-wholly owned Subsidiary or non-wholly owned Affiliate of UTC, Carrier GroceryCo or XxxxSnackCo, as the case may be, is a party (it being understood that directors’ qualifying shares or similar interests will be disregarded for purposes of determining whether a Subsidiary is wholly owned); and ; (viii) any agreements for other Intercompany Agreement that this Agreement or any Ancillary Agreement expressly contemplates will survive the sale, lease, construction Distribution; and (iii) any Intercompany Agreement listed or receipt of goods, property or services purchased, obtained or used in the ordinary course of business by a member of any Group from a member of another Group prior to the Effective Timedescribed on Schedule 2.3(b)(iii). (c) All Except as otherwise expressly and specifically provided in this Agreement or any Ancillary Agreement, the relevant members of the SnackCo Group and the GroceryCo Group shall satisfy all intercompany receivables, payables, loans and other accounts receivable and accounts payable between any member of a Party’s GroupSnackCo Entity, on the one hand, and any member of another Party’s GroupGroceryCo Entity, on the other hand, outstanding in existence as of immediately prior to the Effective Time shallDistribution and after giving effect to the Internal Reorganization no later than the Distribution by (i) forgiveness by the relevant obligee or (ii) one or a related series of repayments, as promptly as practicable after the Effective Timedistributions of and/or contributions to capital, be repaid, settled or otherwise eliminated in a manner each case as determined by UTC in its sole and absolute discretion (acting in good faith)SnackCo.

Termination of Agreements. (a) Except as set forth in Section 2.7(b), in furtherance of the releases and other provisions of Section 4.1this Agreement, each of UTC, Carrier and Otis Venator and each member of their respective Groups the Venator Group, on the one hand, and Huntsman and each member of the Huntsman Group, on the other hand, hereby terminate any and all agreements, arrangements, commitments or understandings, whether or not in writing, between or among a Party Venator and/or any member of such Party’s Groupthe Venator Group and/or any entity that shall be a member of the Venator Group as of the Effective Date, on the one hand, and another Party Huntsman and/or any member of such the Huntsman Group (other Party’s Groupthan entities that shall be members of the Venator Group as of the Effective Date), on the other hand, effective as of the applicable Effective TimeDate. No such terminated agreement, arrangement, commitment or understanding (including any provision thereof that which purports to survive termination) shall be of any further force or effect after the Effective TimeDate. Each Party shall, at the reasonable request of the other Party, take, or cause to be taken, such other actions as may be necessary to effect the foregoing. (b) The provisions of Section 2.7(a) shall not apply to any of the following agreements, arrangements, commitments or understandings (or to any of the provisions thereof): (i) this Agreement and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by any of the Parties or any of the members of their respective Groups or to be continued from and after the Effective TimeGroups); (ii) any agreements, arrangements, commitments or understandings listed or described on Schedule 2.7(b)(ii); (iii) any agreements, arrangements, commitments or understandings to which any Third Party Person other than the Parties and the members of their respective Groups is a party thereto Party (including it being understood that to the extent that the rights and obligations of the Parties and the members of their respective Groups under any Shared Contractssuch agreements, arrangements, commitments or understandings constitute Venator Assets or Venator Liabilities, they shall be assigned pursuant to Section 2.1); (iv) any intercompany accounts payable or accounts receivable accrued as of the Effective Time that are reflected in the books and records of the Parties or otherwise documented in writing in accordance with past practices, which shall be settled in the manner contemplated by Section 2.7(c); (v) any agreements, arrangements, commitments or understandings to which any non-member of the Huntsman Group or Venator Group, other than Huntsman, Venator or a wholly owned Subsidiary of UTC, Carrier Huntsman or XxxxVenator, as the case may be, is a party Party (it being understood that directors’ qualifying shares or similar interests will be disregarded for purposes of determining whether a Subsidiary is wholly owned); (v) any Shared Contracts; and (vi) any agreements for the saleother agreements, leasearrangements, construction commitments or receipt of goods, property understandings that this Agreement or services purchased, obtained or used in the ordinary course of business by a member of any Group from a member of another Group prior to Ancillary Agreement expressly states will survive the Effective TimeDate. (c) All of the intercompany accounts receivable and accounts payable between any member of a Party’s Group, on the one hand, and any member of another Party’s Group, on the other hand, outstanding as of the Effective Time shall, as promptly as practicable after the Effective Time, be repaid, settled or otherwise eliminated in a manner as determined by UTC in its sole and absolute discretion (acting in good faith).

Termination of Agreements. (a) Except as set forth in Section 2.7(b)2.04(b) or as otherwise provided in the Internal Reorganization Documents, in furtherance of the releases and other provisions of Section 4.16.01, each of UTCeffective immediately prior to the Effective Time, Carrier and Otis SpinCo and each member of their respective Groups other SpinCo Group Member, on the one hand, and Parent and each other Parent Group Member, on the other hand, hereby terminate any and all agreements, arrangements, commitments or and understandings, whether oral or not in writingwritten, entered into prior to the Effective Time, between or among a Party Parent and/or any member of such Party’s Groupother Parent Group Member, on the one hand, and another Party SpinCo and/or any member of such other Party’s GroupSpinCo Group Member, on the other hand, effective as to which there are no Third Parties (“Intercompany Agreements”), including all intercompany accounts payable or accounts receivable between or among Parent and/or any other Parent Group Member, on the one hand, and SpinCo and/or any other SpinCo Group Member, on the other hand (“Intercompany Accounts”); provided that the provisions of this Section 2.04(a) shall not terminate any rights or obligations (i) between or among Parent and any of the applicable Effective TimeParent Group Members; or (ii) between or among SpinCo and any of the SpinCo Group Members. No such terminated agreement, arrangement, commitment or understanding Intercompany Agreement (including any provision thereof that purports to survive termination) shall be of any further force or effect after the Effective Time. Each Party shall, at the reasonable request of the other Party, take, or cause to be taken, such other actions as may be necessary to effect the foregoing. The Parties, on behalf of their respective Group Members, hereby waive any advance notice provision or other termination requirements with respect to any Intercompany Agreement. (b) The provisions of Section 2.7(a2.04(a) shall not apply to any of the following agreements, arrangements, commitments or understandings Intercompany Agreements (or to any of the provisions thereof): (i) the Intercompany Agreements and Intercompany Accounts listed or described on Section 2.04(b) of the Disclosure Schedules; (ii) this Agreement and the Ancillary Agreements (and each other agreement or instrument Intercompany Agreement expressly contemplated provided by this Agreement or any Ancillary Agreement to be entered into by any of the Parties either Party or any other Group Member of the members of their respective Groups its Group or to be continued from and after the Effective Time); (iiiii) any Intercompany Agreements or Intercompany Accounts to which any Third Party is a party; (iv) any Shared Contracts; and (v) any other Intercompany Agreements that this Agreement or any Ancillary Agreement expressly contemplates will survive the Effective Time. To the extent that the rights and obligations of Parent or another Parent Group Member under any agreements, arrangements, commitments or understandings listed not terminated under this Section 2.04(b) constitute SpinCo Assets or described on Schedule 2.7(b)(ii); (iii) SpinCo Liabilities, they shall be assigned or assumed by SpinCo or the applicable SpinCo Group Member or designee pursuant to this Agreement. To the extent that the rights and obligations of SpinCo or another SpinCo Group Member under any agreements, arrangements, commitments or understandings to which any Third Party is a party thereto (including any Shared Contracts); (ivnot terminated under this Section 2.04(b) any intercompany accounts payable constitute Parent Assets or accounts receivable accrued as of the Effective Time that are reflected in the books and records of the Parties or otherwise documented in writing in accordance with past practicesParent Liabilities, which they shall be settled in assigned or assumed by Parent or the manner contemplated by Section 2.7(c); (v) any agreements, arrangements, commitments applicable Parent Group Member or understandings designee pursuant to which any non-wholly owned Subsidiary of UTC, Carrier or Xxxx, as the case may be, is a party (it being understood that directors’ qualifying shares or similar interests will be disregarded for purposes of determining whether a Subsidiary is wholly owned); and (vi) any agreements for the sale, lease, construction or receipt of goods, property or services purchased, obtained or used in the ordinary course of business by a member of any Group from a member of another Group prior to the Effective Timethis Agreement. (c) All of the intercompany accounts receivable and accounts payable between any member of a Party’s Group, on the one hand, and any member of another Party’s Group, on the other hand, outstanding as of the Effective Time shall, as promptly as practicable after the Effective Time, be repaid, settled or otherwise eliminated in a manner as determined by UTC in its sole and absolute discretion (acting in good faith).

Termination of Agreements. (a) Except as set forth in Section 2.7(b), in furtherance of the releases and other provisions of Section 4.1, each of UTC, Carrier and Otis Centuri and each member of their respective Groups the Centuri Group, on the one hand, and Southwest and each member of the Southwest Group, on the other hand, hereby terminate any and all agreements, arrangements, commitments or understandings, whether or not in writing, between or among a Party and/or Centuri or any member of such Party’s the Centuri Group, on the one hand, and another Party and/or Southwest or any member of such other Party’s the Southwest Group, on the other hand, effective as of the applicable Effective Separation Time. No such terminated agreement, arrangement, commitment or understanding (including any provision thereof that which purports to survive termination) shall be of any further force or effect after the Effective Separation Time. Each Party shall, at the reasonable request of the other Party, take, or cause to be taken, such other actions as may be necessary to effect the foregoing. (b) The provisions of Section 2.7(a) shall not apply to any of the following agreements, arrangements, commitments or understandings (or to any of the provisions thereof): (i) this Agreement and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by any of the Parties or any of the members of their respective Groups or to be continued from and after the Effective Separation Time); (ii) any agreements, arrangements, commitments or understandings listed or described on Schedule 2.7(b)(ii); (iii) any agreements, arrangements, commitments or understandings to which any Third Party is a party thereto party; (including iii) any Shared Contracts)intercompany customer, sales, distribution, purchase, rebate, reimbursement, payor, retail, development, research, collaboration, promotion, quality, regulatory, services, purchase order, statement of work, supply or vendor contracts or agreements; (iv) any intercompany accounts payable payable, intercompany loans or accounts receivable accrued as of the Effective Separation Time that are reflected in the books and records of the Parties or otherwise documented in writing in accordance with past practices, which shall be settled in the manner contemplated by Section 2.7(c); and (v) any agreements, arrangements, commitments or understandings to which any non-wholly owned Subsidiary of UTC, Carrier Southwest or XxxxCenturi, as the case may be, is a party (it being understood that directors’ qualifying shares or similar interests will be disregarded for purposes of determining whether a Subsidiary is wholly owned); and (vi) any agreements for the sale, lease, construction or receipt of goods, property or services purchased, obtained or used in the ordinary course of business by a member of any Group from a member of another Group prior to the Effective Time. (c) All of the intercompany accounts receivable receivable, intercompany loans and accounts payable between any member of a Party’s the Southwest Group, on the one hand, and any member of another Party’s the Centuri Group, on the other hand, outstanding as of the Effective Separation Time and arising out of the contracts or agreements described in Section 2.7(b) or out of the provision, prior to the Separation Time, of the services to be provided following the Separation Time pursuant to the Ancillary Agreements shall be repaid or settled following the Separation Time in the ordinary course of business or, if otherwise mutually agreed prior to the Separation Time by duly authorized representatives of Southwest and Centuri, cancelled. All other intercompany accounts receivable, intercompany loans and accounts payable between any member of the Southwest Group, on the one hand, and any member of the Centuri Group, on the other hand, outstanding as of the Separation Time shall, as promptly as practicable after the Effective Separation Time, be repaid, settled or otherwise eliminated in by means of cash payments, a manner dividend, capital contribution, a combination of the foregoing, or otherwise as determined by UTC Southwest in its sole and absolute discretion (acting in good faith)discretion.

Termination of Agreements. (a) Except as set forth in Section 2.7(b), in furtherance of the releases and other provisions of Section 4.1, each of UTC, Carrier and Otis SpinCo and each member of their respective Groups the SpinCo Group, on the one hand, and Parent and each member of the Parent Group, on the other hand, hereby terminate any and all agreements, arrangements, commitments or understandings, whether or not in writing, between or among a Party SpinCo and/or any member of such Party’s the SpinCo Group, on the one hand, and another Party Parent and/or any member of such other Party’s the Parent Group, on the other hand, effective as of the applicable Effective Time. No such terminated agreement, arrangement, commitment or understanding (including any provision thereof that which purports to survive termination) shall be of any further force or effect after the Effective Time. Each Party shall, at the reasonable request of the other Party, take, or cause to be taken, such other actions as may be necessary to effect the foregoing. (b) The provisions of Section 2.7(a) shall not apply to any of the following agreements, arrangements, commitments or understandings (or to any of the provisions thereof): (i) this Agreement and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by any of the Parties or any of the members of their respective Groups or to be continued from and after the Effective Time); (ii) any agreements, arrangements, commitments or understandings listed or described on Schedule 2.7(b)(ii); (iii) any agreements, arrangements, commitments or understandings to which any Third Party is a party thereto (including any Shared Contracts)thereto; (iv) any intercompany accounts payable or accounts receivable accrued as of the Effective Time that are reflected in the books and records of the Parties or otherwise documented in writing in accordance with past practices, which shall be settled in the manner contemplated by Section 2.7(c); (v) any agreements, arrangements, commitments or understandings to which any non-wholly owned Subsidiary of UTC, Carrier Parent or XxxxSpinCo, as the case may be, is a party (it being understood that directors’ qualifying shares or similar interests will shall be disregarded for purposes of determining whether a Subsidiary is wholly owned); and (vi) any agreements for the sale, lease, construction or receipt of goods, property or services purchased, obtained or used in the ordinary course of business by a member of any Group from a member of another Group prior to the Effective TimeShared Contracts. (c) All of the intercompany accounts receivable and accounts payable (except for intercompany accounts arising under the Ancillary Agreements) between any member of a Party’s the Parent Group, on the one hand, and any member of another Party’s the SpinCo Group, on the other hand, outstanding as of the Effective Time shall, as promptly as practicable after prior to the Effective Time, be repaid, settled or otherwise eliminated in by means of cash payments, a manner dividend, capital contribution, a combination of the foregoing, or otherwise as determined by UTC Parent in its sole and absolute discretion (acting discretion. Any such intercompany accounts that are settled after the Effective Time, but in good faith)connection with the Separation and the Distribution shall be deemed for purposes of this Agreement to have been settled as of immediately prior to the Effective Time.

Termination of Agreements. (a) Except as set forth in Section 2.7(b2.8(b), in furtherance of the releases and other provisions of Section 4.1the Indemnification and Release Agreement, each of UTC, Carrier and Otis Xxxxxxxx 66 and each member of their respective Groups the Xxxxxxxx 66 Group, on the one hand, and ConocoPhillips and each member of the ConocoPhillips Group, on the other hand, hereby terminate any and all agreements, arrangements, commitments or understandings, whether or not in writing, between or among a Party Xxxxxxxx 66 and/or any member of such Party’s Groupthe Xxxxxxxx 66 Group and/or any entity that shall be a member of the Xxxxxxxx 66 Group as of the Distribution Date, on the one hand, and another Party ConocoPhillips and/or any member of such the ConocoPhillips Group (other Party’s Groupthan entities that shall be members of the Xxxxxxxx 66 Group as of the Distribution Date), on the other hand, effective as of the applicable Effective TimeDistribution Date. No such terminated agreement, arrangement, commitment or understanding (including any provision thereof that which purports to survive termination) shall be of any further force or effect after the Effective TimeDistribution Date. Each Party party shall, at the reasonable request of the any other Partyparty, take, or cause to be taken, such other actions as may be necessary to effect the foregoing. (b) The provisions of Section 2.7(a2.8(a) shall not apply to any of the following agreements, arrangements, commitments or understandings (or to any of the provisions thereof): (i) this Agreement and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by any of the Parties parties hereto or any of the members of their respective Groups or to be continued from and after the Effective TimeGroups); (ii) any agreements, arrangements, commitments or understandings listed or described on Schedule 2.7(b)(ii2.8(b)(ii); (iii) any agreements, arrangements, commitments or understandings to which any Third Party Person other than the parties hereto and the members of their respective Groups is a party thereto (including it being understood that to the extent that the rights and obligations of the parties and the members of their respective Groups under any Shared Contractssuch agreements, arrangements, commitments or understandings constitute Xxxxxxxx 66 Assets or Xxxxxxxx 66 Liabilities, they shall be assigned pursuant to Section 2.1); (iv) any intercompany accounts payable or accounts receivable accrued as of the Effective Time Distribution Date that are reflected in the books and records of the Parties parties or otherwise documented in writing in accordance with past practices, which shall be settled in the manner contemplated by Section 2.7(c); (v) any agreements, arrangements, commitments or understandings to which any non-member of the ConocoPhillips Group or Xxxxxxxx 66 Group, other than a wholly owned Subsidiary of UTC, Carrier ConocoPhillips or XxxxXxxxxxxx 66, as the case may be, is a party (it being understood that directors’ qualifying shares or similar interests will be disregarded for purposes of determining whether a Subsidiary is wholly owned); and (vi) any agreements for Shared Contracts; and (vii) any other agreements, arrangements, commitments or understandings that this Agreement or any Ancillary Agreement expressly contemplates will survive the sale, lease, construction or receipt of goods, property or services purchased, obtained or used in the ordinary course of business by a member of any Group from a member of another Group prior to the Effective TimeDistribution Date. (c) All of the intercompany accounts receivable and accounts payable between any member of a Party’s Group, on the one hand, and any member of another Party’s Group, on the other hand, outstanding as of the Effective Time shall, as promptly as practicable after the Effective Time, be repaid, settled or otherwise eliminated in a manner as determined by UTC in its sole and absolute discretion (acting in good faith).

Termination of Agreements. (a) Except as set forth in Section 2.7(b), in furtherance of the releases and other provisions of Section 4.1, each of UTC, Carrier and Otis SpinCo and each member of their respective Groups the SpinCo Group, on the one hand, and Parent and each member of the Parent Group, on the other hand, hereby terminate any and all agreements, arrangements, commitments or understandings, whether or not in writing, between or among a Party SpinCo and/or any member of such Party’s the SpinCo Group, on the one hand, and another Party Parent and/or any member of such other Party’s the Parent Group, on the other hand, effective as of the applicable Effective Time. No such terminated agreement, arrangement, commitment or understanding (including any provision thereof that which purports to survive termination) shall be of any further force or effect after the Effective Time. Each Party shall, at the reasonable request of the other Party, take, or cause to be taken, such other actions as may be necessary to effect the foregoing. (b) The provisions of Section 2.7(a) shall not apply to any of the following agreements, arrangements, commitments or understandings (or to any of the provisions thereof): ): (i) this Agreement and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by any of the Parties or any of the members of their respective Groups or to be continued from and after the Effective Time); (ii) any agreements, arrangements, commitments or understandings listed or described on Schedule 2.7(b)(ii); (iii) any agreements, arrangements, commitments or understandings to which any Third Party is a party thereto (including any Shared Contracts)thereto; (iv) any intercompany accounts payable or accounts receivable accrued as of the Effective Time that are reflected in the books and records of the Parties or otherwise documented in writing in accordance with past practices, which shall be settled in the manner contemplated by Section 2.7(c); (v) any agreements, arrangements, commitments or understandings to which any non-wholly owned Subsidiary of UTC, Carrier Parent or XxxxSpinCo, as the case may be, is a party (it being understood that directors’ qualifying shares or similar interests will be disregarded for purposes of determining whether a Subsidiary is wholly owned); and (vi) any agreements for the sale, lease, construction or receipt of goods, property or services purchased, obtained or used in the ordinary course of business by a member of any Group from a member of another Group prior to the Effective TimeShared Contracts. (c) All of the intercompany accounts receivable and accounts payable between any member of a Party’s the Parent Group, on the one hand, and any member of another Party’s the SpinCo Group, on the other hand, outstanding as of the Effective Time shall, as promptly as practicable after the Effective Time, be repaid, settled or otherwise eliminated in by means of cash payments, a manner dividend, capital contribution, a combination of the foregoing, or otherwise as determined by UTC Parent in its sole and absolute discretion (acting in good faith)discretion.

Termination of Agreements. (a) Except as set forth in Section 2.7(b), in furtherance of the releases and other provisions of Section 4.1, each of UTC, Carrier and Otis Enhabit and each member of their respective Groups the Enhabit Group, on the one hand, and Encompass and each member of the Encompass Group, on the other hand, hereby terminate any and all agreements, arrangements, commitments or understandings, whether or not in writing, between or among a Party Enhabit and/or any member of such Party’s the Enhabit Group, on the one hand, and another Party Encompass and/or any member of such other Party’s the Encompass Group, on the other hand, effective as of the applicable Effective Time. No such terminated agreement, arrangement, commitment or understanding (including any provision thereof that which purports to survive termination) shall be of any further force or effect after the Effective Time. Each Party shall, at the reasonable request of the other Party, take, or cause to be taken, such other actions as may be necessary to effect the foregoing. (b) The provisions of Section 2.7(a) shall not apply to any of the following agreements, arrangements, commitments or understandings (or to any of the provisions thereof): ): (i) this Agreement and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by any of the Parties or any of the members of their respective Groups or to be continued from and after the Effective Time); ; (ii) any agreements, arrangements, commitments or understandings intercompany accounts receivable, accounts payable or other intercompany accounts listed or described on Schedule 2.7(b)(ii); , which shall be treated as described therein; (iii) any agreements, arrangements, commitments or understandings to which any Third Party is a party thereto (thereto, including any Shared Contracts); and (iv) any intercompany accounts payable or accounts receivable accrued as of the Effective Time that are reflected in the books and records of the Parties or otherwise documented in writing in accordance with past practices, which shall be settled in the manner contemplated by Section 2.7(c); (v) any agreements, arrangements, commitments or understandings to which any non-wholly owned Subsidiary of UTC, Carrier Encompass or XxxxEnhabit, as the case may be, is a party (it being understood that directors’ qualifying shares or similar interests will be disregarded for purposes of determining whether a Subsidiary is wholly owned); and (vi) any agreements for the sale, lease, construction or receipt of goods, property or services purchased, obtained or used in the ordinary course of business by a member of any Group from a member of another Group prior to the Effective Time. (c) All of the intercompany accounts receivable and accounts payable between any member of a Party’s the Encompass Group, on the one hand, and any member of another Party’s the Enhabit Group, on the other hand, outstanding as of the Effective Time shalland arising out of the contracts or agreements described in Section 2.7(b) or out of the provision, prior to the Effective Time, of the services to be provided following the Effective Time pursuant to the Ancillary Agreements shall be repaid or settled following the Effective Time in the ordinary course of business or, if otherwise mutually agreed prior to the Effective Time by duly authorized representatives of Encompass and Enhabit, cancelled. All other intercompany accounts receivable and accounts payable between any member of the Encompass Group, on the one hand, and any member of the Enhabit Group, on the other hand, outstanding as of the Effective Time shall be repaid or settled immediately prior to or as promptly as practicable after the Effective Time, be repaid, settled or otherwise eliminated in a manner as determined by UTC in its sole and absolute discretion (acting in good faith).

Termination of Agreements. (a) Except as set forth in Section 2.7(b2.03(b) or Section 2.03(c), in furtherance of the releases and other provisions of Section 4.16.01, each effective as of UTCthe Distribution, Carrier and Otis and each member of their respective Groups hereby terminate the Parties agree that any and all agreementsContracts, arrangements, commitments or and understandings, whether oral or not in writingwritten, between or among a Party and/or any member of such Party’s the Parent Group, on the one hand, and another Party and/or any a member of such other Party’s the SpinCo Group, on the other hand, effective that is in existence as of the applicable Effective TimeDistribution Date (“Intercompany Agreements”), including all intercompany accounts payable or accounts receivable in effect or accrued thereunder as of the Distribution Date (“Intercompany Accounts”), shall be deemed terminated; provided, however, that if more than one member of any Party’s Group is party to an Intercompany Agreement, such Intercompany Agreement shall continue in full force and effect as between the members of such Group and shall be terminated only as between such Group members that are party thereto, on the one hand, and the members of the other Party’s Group that are party thereto, on the other hand. No such terminated agreement, arrangement, commitment Intercompany Agreement or understanding Intercompany Account (including any provision thereof that purports to survive termination) shall be of any further force or effect after the Effective TimeDistribution Date. Each Party shall, at the reasonable request of the other Party, take, or cause to be taken, such other actions as may be necessary to effect the foregoing. The Parties, on behalf of the members of their respective Groups, hereby waive any advance notice provision or other termination requirements or conditions with respect to any Intercompany Agreement. (b) The provisions of Section 2.7(a2.03(a) and Section 2.03(c) shall not apply to any of the following agreements, arrangements, commitments Intercompany Agreements or understandings Intercompany Accounts (or to any of the provisions thereof): (i) this Agreement and the Ancillary Agreements (and each other agreement Intercompany Agreement or instrument expressly Intercompany Account contemplated by this Agreement or any Ancillary Agreement to be entered into by any of the Parties either Party or any other member of the members of their respective Groups its Group, including any Real Estate Separation Document and any Local Transfer Agreement, or to be continued from and after the Effective Timecreated by any Ancillary Agreement); (ii) any agreementsIntercompany Agreements to which any third party is a party, arrangements, commitments or understandings listed or described on Schedule 2.7(b)(ii)including any Shared Contracts; (iii) any agreementsother Intercompany Agreements or Intercompany Accounts created by any Ancillary Agreement or that this Agreement, arrangements, commitments any Ancillary Agreement or understandings to which any Third Party is a party thereto (including any Shared Contracts)such Intercompany Agreement expressly contemplates will survive the Distribution Date; (iv) any intercompany accounts payable or accounts receivable accrued as Intercompany Agreement entered into in connection with the transactions contemplated hereby for the purpose of surviving the Effective Time that are reflected in Distribution and governing commercial matters between Parent Group and the books SpinCo Group following the Distribution; and records of the Parties or otherwise documented in writing in accordance with past practices, which shall be settled in the manner contemplated by Section 2.7(c); (v) any agreements, arrangements, commitments or understandings to which any non-wholly owned Subsidiary of UTC, Carrier or Xxxx, as the case may be, is a party (it being understood that directors’ qualifying shares or similar interests will be disregarded for purposes of determining whether a Subsidiary is wholly ownedthose Intercompany Agreements and Intercompany Accounts set forth on Schedule 2.03(b); and (vi) any agreements for the sale, lease, construction or receipt of goods, property or services purchased, obtained or used in the ordinary course of business by a member of any Group from a member of another Group prior to the Effective Time. (c) All In connection with the termination of Intercompany Accounts described in Section 2.03(a), each of Parent and SpinCo shall cause each Intercompany Account between a member of the intercompany accounts receivable and accounts payable between any member of a Party’s SpinCo Group, on the one hand, and any a member of another Party’s the Parent Group, on the other hand, outstanding as of the Effective Time shallclose of business on the business day immediately prior to the date of the Distribution to be settled in the manner provided on Schedule 2.03(c). (i) Parent and SpinCo agree to take, or cause the respective members of their respective Groups to take, prior to the Distribution (or as promptly as reasonably practicable thereafter), all actions necessary to amend all contracts or agreements governing (x) the Parent Accounts so that such Parent Accounts, if linked (whether by automatic withdrawal, automatic deposit or any other authorization to transfer funds from or to, hereinafter “linked”) to any SpinCo Account, are de-linked from such SpinCo Accounts and (y) the SpinCo Accounts so that such SpinCo Accounts, if linked to any Parent Account, are de-linked from such Parent Accounts. (ii) With respect to any outstanding checks issued by, or payments made by, Parent, SpinCo or any of their respective Subsidiaries prior to the Distribution, such outstanding checks shall be honored from and after the Effective TimeDistribution by the Person or Group owning the account on which the check is drawn, be repaidwithout limiting the ultimate allocation of Liability for such amounts under this Agreement or any Ancillary Agreement. (iii) Except to the extent prohibited by applicable Law or a Final Determination and except as set forth in Section 2.01, settled the Parties contemplate that, from time to time after the date hereof, a member of the Parent Group or otherwise eliminated in of the SpinCo Group, as applicable, as a manner convenience to a member of the SpinCo Group or of the Parent Group, as determined by UTC in its sole and absolute discretion applicable (acting in good faiththe “Responsible Party”), may make certain payments that are properly the responsibility of the Responsible Party (whether pursuant to this Agreement or otherwise) (any such payment made, a “Disbursement”). Similarly, from time to time after the date hereof, a member of the Parent Group or the SpinCo Group, as applicable, may receive from third parties certain payments to which a member of the SpinCo Group or of the Parent Group, as applicable, is entitled (any such payment received, a “Receipt”). (e) Each of Parent and SpinCo shall, and shall cause each of its Subsidiaries to, take all necessary actions to remove each of SpinCo and SpinCo’s Subsidiaries from all Cash Management Arrangements to which it is a party, in each case prior to the close of business on the business day immediately prior to the Distribution Date. (f) The Parties shall take the actions set forth on Schedule 2.03(f).

Termination of Agreements. (a) Except as set forth provided in Section 2.7(b2.4(b), in furtherance the Company, on behalf of itself and each other member of the releases Company Group, on the one hand, and other provisions MetLife on behalf of Section 4.1, each of UTC, Carrier and Otis itself and each other member of their respective Groups the MetLife Group, on the other hand, hereby terminate terminate, effective as of the Separation, any and all agreements, arrangements, commitments or understandings, whether or not in writing, solely between or among a Party and/or the Company or any other member or members of such Party’s the Company Group, on the one hand, and another Party and/or MetLife or any other member or members of such other Party’s the MetLife Group, on the other handhand (such terminated agreements, effective as of arrangements, commitments or understandings, excluding any such agreement, arrangement or commitment described in Section 2.4(b), the applicable Effective Time“Terminated Contracts”). No Subject to Section 2.4(b), no such terminated agreement, arrangement, commitment or understanding (including any provision thereof that which purports to survive termination) shall be of any further force or effect after the Effective TimeSeparation. Each Party shall, at the reasonable request of the any other Party, take, or cause to be taken, such other actions as may be necessary to effect the foregoing. (b) The Notwithstanding the foregoing, the provisions of Section 2.7(a2.4(a) shall not apply to any of the following agreements, arrangements, arrangements or commitments or understandings (or to any of the provisions thereof): ): (i) the agreements, arrangements, commitments and understandings set forth on Schedule 2.4(b)(i); (ii) the agreements, arrangements, commitments and understandings set forth on Schedule 2.4(b)(ii), which the Parties shall, and shall cause their applicable Subsidiaries to, use reasonable best efforts to amend to reflect such new, arm’s-length terms, to remove the applicable member or members of the Company Group or the MetLife Group as a party to such agreements and to release such Person from any and all obligations thereunder, in each case as the Parties reasonably determine; (iii) this Agreement and the Ancillary Agreements Transaction Documents (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement Transaction Document to be entered into or continued by any either of MetLife or the Parties Company or any of the other members of their respective Groups the MetLife Group or to be continued from the Company Group, as applicable); (iv) the Corporate Reorganization Agreements; (v) the guarantees, indemnification obligations, surety bonds and after the Effective Time); (ii) any other credit support agreements, and other arrangements, commitments or understandings listed or described on Schedule 2.7(b)(ii2.4(b)(v) (the “Guarantees”); ; (iiivi) any agreements, arrangements, commitments or understandings to which any Third Party Person other than MetLife and the Company and their respective Affiliates is a party thereto listed or described on Schedule 2.4(b)(vi) (including any Shared Contracts); (iv) any intercompany accounts payable or accounts receivable accrued as of it being understood that to the Effective Time extent that are reflected in the books rights and records obligations of the Parties and the other members of the MetLife Group or otherwise documented in writing in accordance with past practicesthe Company Group, which shall be settled in the manner contemplated by Section 2.7(c); (v) as applicable, under any such agreements, arrangements, commitments or understandings constitute Company Assets or Company Liabilities, they shall be assigned pursuant to which any non-wholly owned Subsidiary of UTC, Carrier or Xxxx, as the case may be, is a party Section 2.1); (it being understood that directors’ qualifying shares or similar interests will be disregarded for purposes of determining whether a Subsidiary is wholly owned); and (vivii) any agreements for the saleaccounts payable, lease, construction accounts receivable or receipt of goods, property or services purchased, obtained or used in the ordinary course of business by loan between a member of any Group from a member of another Group prior to the Effective Time. (c) All of the intercompany accounts receivable and accounts payable between any member of a Party’s MetLife Group, on the one hand, and any a member of another Party’s the Company Group, on the other hand, outstanding accrued or incurred as of the Effective Time shallSeparation Date; and, each of MetLife and the Company hereby agree to, and to cause their applicable Subsidiaries and the other members of the MetLife Group and Company Group, as promptly as practicable after applicable, to, make prompt (and in any event within 45 days) payment upon receipt by the Effective Timeapplicable member of the MetLife Group or the Company Group of a final invoice or other written record provided to the obligor within one (1) year of the Separation Date in respect of such payable, be repaidreceivable or loan; and (viii) any other agreements, settled arrangements, commitments or otherwise eliminated understandings that this Agreement or any Transaction Document or Corporate Reorganization Agreement expressly contemplates shall survive the Separation Date. (c) With respect to the agreements set forth on Schedule 2.4(c), by the Separation Date, the Company hereby agrees that it shall have entered into a new agreement(s) or made other arrangements with the non-MetLife Group entities named in a manner as determined by UTC the agreements set forth in its sole Schedule 2.4(c) that result in MetLife and absolute discretion (acting in good faith)each other applicable member of the MetLife Group being discharged from any liability resulting from the sale of Company products post Separation.

Termination of Agreements. (a) Except as set forth in Section 2.7(b), in furtherance of the releases and other provisions of Section 4.1, each of UTC, Carrier and Otis SpinCo and each other member of their respective Groups the SpinCo Group, on the one hand, and Parent and each other member of the Parent Group, on the other hand, hereby terminate any and all agreements, arrangements, commitments or understandings, whether or not in writing, between or among a Party SpinCo and/or any other member of such Party’s the SpinCo Group, on the one hand, and another Party Parent and/or any other member of such other Party’s the Parent Group, on the other hand, effective as of the applicable Effective Time, including any agreements, arrangements, commitments or understandings listed or described on Schedule 2.7(b)(i), without any further Liability to either Party or the members of its Group. No such terminated agreement, arrangement, commitment or understanding (including any provision thereof that which purports to survive termination) shall be of any further force or effect after the Effective Time. Each Party shall, at the reasonable request of the other Party, take, or cause to be taken, such other actions as may be necessary to effect the foregoing. (b) The provisions of Section 2.7(a) shall not apply to any of the following agreements, arrangements, commitments or understandings (or to any of the provisions thereof): (i) this Agreement and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by any of the Parties or any of the members of their respective Groups or to be continued from and after the Effective Time); (ii) any agreements, arrangements, commitments or understandings listed or described on Schedule 2.7(b)(ii); (iii) any agreements, arrangements, commitments or understandings to which any Third Party is a party thereto (including any Shared Contracts)thereto; (iv) any intercompany accounts payable or accounts receivable accrued as of the Effective Time that are reflected in the books and records of the Parties or otherwise documented in writing in accordance with past practices, which shall be settled in the manner contemplated by Section 2.7(c); (v) any agreements, arrangements, commitments or understandings to which any non-wholly owned Subsidiary of UTC, Carrier Parent or XxxxSpinCo, as the case may be, is a party (it being understood that directors’ qualifying shares or similar interests will be disregarded for purposes of determining whether a Subsidiary is wholly owned)party; and (vi) any agreements for the sale, lease, construction or receipt of goods, property or services purchased, obtained or used in the ordinary course of business by a member of any Group from a member of another Group prior to the Effective TimeShared Contracts. (c) All of The Parties shall settle or extinguish immediately prior to the Effective Time all intercompany accounts receivable and accounts payable payable, in each case, that arise prior to the Effective Time and that do not arise out of the agreements, arrangements, commitments or understandings set forth in Section 2.7(a) or Section 2.7(b), between any member of a Party’s the Parent Group, on the one hand, and any member of another Party’s the SpinCo Group, on the other hand, outstanding as in each case without any further Liability to either Party or the members of its Group. Each Party shall, at the reasonable request of the Effective Time shallother Party, take, or cause to be taken, such other actions as promptly as practicable after may be necessary to effect the Effective Time, be repaid, settled or otherwise eliminated in a manner as determined by UTC in its sole and absolute discretion (acting in good faith)foregoing.

Termination of Agreements. (a) Except as set forth in Section 2.7(b2.5(b), in furtherance of the releases and other provisions of Section 4.1, each of UTC, Carrier and Otis and each member of their respective Groups hereby terminate any and all agreements, arrangements, commitments or understandings, whether or not in writing, between or among a Party and/or any member of such Party’s GroupManitowoc ParentCo Entities, on the one hand, and another Party and/or any member of such other Party’s Groupthe FoodserviceCo Entities, on the other hand, hereby terminate any and all Intercompany Agreements, effective as of the applicable Effective TimeDistribution. No such terminated agreement, arrangement, commitment or understanding Intercompany Agreement (including any provision thereof that purports to survive termination) shall be of any further force or effect from and after the Effective TimeDistribution. Each Party party shall, at the reasonable request of the any other Partyparty, take, or cause to be taken, such other actions as may be necessary to effect the foregoingprovisions of this Section 2.5(a). The parties, on behalf of the members of their respective Groups, hereby waive any advance notice provision or other termination requirements with respect to any Intercompany Agreement. (b) The provisions of Section 2.7(a2.5(a) shall not apply to any of the following agreements, arrangements, commitments or understandings Intercompany Agreements (or to any of the provisions thereof): ): (i) this any Intercompany Agreement and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by any of the Parties or any of the members of their respective Groups or to be continued from and after the Effective Time); (ii) any agreements, arrangements, commitments or understandings listed or described on Schedule 2.7(b)(ii); (iii) any agreements, arrangements, commitments or understandings to which any Third Party is a party thereto (including any Shared Contracts); (iv) any intercompany accounts payable or accounts receivable accrued as of the Effective Time that are reflected in the books and records of the Parties or otherwise documented in writing in accordance with past practices, which shall be settled in the manner contemplated by Section 2.7(c); (v) any agreements, arrangements, commitments or understandings to which any non-wholly owned Subsidiary or non-wholly owned Affiliate of UTC, Carrier Manitowoc ParentCo or XxxxSpinCo, as the case may be, is a party (it being understood that directors’ qualifying shares or similar interests will be disregarded for purposes of determining whether a Subsidiary is wholly owned); and ; (viii) any agreements for other Intercompany Agreement that this Agreement or any Ancillary Agreement expressly contemplates will survive the sale, lease, construction Distribution; and (iii) any Intercompany Agreement listed or receipt of goods, property or services purchased, obtained or used in the ordinary course of business by a member of any Group from a member of another Group prior to the Effective Timedescribed on Schedule 2.5(b)(iii). (c) All Except as otherwise expressly and specifically provided in this Agreement or any Ancillary Agreement, the relevant members of the Manitowoc ParentCo Group and the SpinCo Group shall satisfy all intercompany receivables, payables, loans and other accounts receivable and accounts payable between any member of a Party’s GroupManitowoc ParentCo Entity, on the one hand, and any member of another Party’s GroupSpinCo Entity, on the other hand, outstanding in existence as of immediately prior to the Effective Time shallDistribution and after giving effect to the Internal Reorganization no later than the Distribution by (i) forgiveness by the relevant obligee or (ii) one or a related series of repayments, distributions of and/or contributions to capital, in each case as promptly as practicable after the Effective Time, be repaid, settled or otherwise eliminated in a manner as determined agreed by UTC in its sole Manitowoc ParentCo and absolute discretion (acting in good faith)SpinCo.

Termination of Agreements. (a) Except as set forth in Section 2.7(b2.4(b), in furtherance of the releases and other provisions of Section 4.1, each of UTC, Carrier and Otis Cal Dive and each member of their respective Groups the Cal Dive Group, on the one hand, and Helix and each member of the Helix Group, on the other hand, hereby terminate any and all agreements, arrangements, commitments or understandings, whether or not in writing, between or among a Party and/or Cal Dive or any member of such Party’s the Cal Dive Group, on the one hand, and another Party and/or Helix or any member of such other Party’s the Helix Group, on the other hand, effective as of the applicable Effective TimeClosing Date. No such terminated agreement, arrangement, commitment or understanding (including any provision thereof that which purports to survive termination) shall be of any further force or effect after the Effective TimeClosing Date. Each Party party shall, at the reasonable request of the any other Partyparty, take, or cause to be taken, such other actions as may be necessary to effect the foregoing. (b) The provisions of Section 2.7(a2.4(a) shall not apply to any of the following agreements, arrangements, commitments or understandings (or to any of the provisions thereof): ): (i) this Agreement and the Ancillary Agreements Transaction Documents (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement Transaction Document to be entered into or continued by any either of the Parties parties or any of the members of their respective Groups or to be continued from and after the Effective TimeGroups); ; (ii) except to the extent redundant with any provision of or service provided under this Agreement or any of the Transaction Documents (including any exhibits or schedules thereto), the agreements, arrangements, commitments or and understandings listed or described on Schedule 2.7(b)(ii2.4(b)(ii); ; (iii) any agreements, arrangements, commitments or understandings to which any Third Party Person other than the parties and their respective Affiliates is a party thereto (including it being understood that to the extent that the rights and obligations of the parties and the members of their respective Groups under any Shared Contractssuch agreements, arrangements, commitments or understandings constitute Cal Dive Assets or Cal Dive Liabilities, they shall be assigned pursuant to Section 2.1); ; (iv) any intercompany accounts or notes payable or accounts or notes receivable between a member of the Helix Group, on the one hand, and a member of the Cal Dive Group, on the other hand, accrued as of the Effective Time that are Closing Date and reflected in the books and records of the Parties parties or otherwise documented in writing in accordance with past practices, which shall be settled in the manner contemplated by Section 2.7(c); ; (v) any agreements, arrangements, commitments or understandings to which any non-wholly owned Subsidiary of UTC, Carrier Helix or XxxxCal Dive, as the case may be, is a party (it being understood that directors’ qualifying shares or similar interests will be disregarded for purposes of determining whether a Subsidiary is wholly owned)party; and and (vi) any agreements for other agreements, arrangements, commitments or understandings that this Agreement or any Transaction Document expressly contemplates will survive the sale, lease, construction or receipt of goods, property or services purchased, obtained or used in the ordinary course of business by a member of any Group from a member of another Group prior to the Effective TimeClosing Date. (c) All of the intercompany accounts receivable and accounts payable between any member of a Party’s Group, on the one hand, and any member of another Party’s Group, on the other hand, outstanding as of the Effective Time shall, as promptly as practicable after the Effective Time, be repaid, settled or otherwise eliminated in a manner as determined by UTC in its sole and absolute discretion (acting in good faith).

Termination of Agreements. (a) Except as set forth in Section 2.7(b2.5(b), in furtherance of the releases and other provisions of Section 4.15.1 hereof, each of UTC, Carrier and Otis the Company and each member of their respective Groups the Company Group, on the one hand, and Parent and each member of the Parent Group, on the other hand, hereby terminate agrees to terminate, any and all agreements, arrangements, commitments or understandings, whether or not in writing, between or among a Party the Company and/or any member of such Party’s the Company Group, on the one hand, and another Party Parent and/or any member of such other Party’s the Parent Group, on the other hand, on or before the Offerings Closing Date; PROVIDED, HOWEVER, that to the extent any such agreement, arrangement, commitment or understanding is inconsistent with any Ancillary Agreement, such termination shall be effective as of the date of effectiveness of the applicable Effective TimeAncillary Agreement. No such terminated agreement, arrangement, commitment or understanding (including any provision thereof that which purports to survive termination) shall be of any further force or effect after the Effective TimeOfferings Closing Date (or, to the extent contemplated by the proviso to the immediately preceding sentence, after the effective date of the applicable Ancillary Agreement). Each Party party shall, at the reasonable request of the any other Partyparty, take, or cause to be taken, such other actions as may be necessary to effect the foregoing. (b) The provisions of Section 2.7(a2.5(a) shall not apply to any of the following agreements, arrangements, commitments or understandings (or to any of the provisions thereof): (i) this Agreement and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by any of the Parties parties hereto or any of the members of their respective Groups or to be continued from and after the Effective TimeGroups); (ii) any agreements, arrangements, commitments or understandings listed or described on Schedule 2.7(b)(iiSCHEDULE 2.5(B)(II); (iii) any agreements, arrangements, commitments or understandings to which any Third Party Person other than the parties hereto and their respective Affiliates is a party thereto (including it being understood that to the extent that the rights and obligations of the parties and the members of their respective Groups under any Shared Contractssuch agreements, arrangements, commitments or understandings constitute Company Assets or Company Liabilities, they shall be assigned pursuant to Section 2.2); (iv) any intercompany accounts payable or accounts receivable accrued as of the Effective Time Offerings Closing Date that are reflected in the books and records of the Parties parties or otherwise documented in writing in accordance with past practices, which shall be settled in the manner contemplated by Section 2.7(c); and (v) any other agreements, arrangements, commitments or understandings to which that this Agreement or any non-wholly owned Subsidiary of UTC, Carrier or Xxxx, as Ancillary Agreement expressly contemplates will survive the case may be, is a party (it being understood that directors’ qualifying shares or similar interests will be disregarded for purposes of determining whether a Subsidiary is wholly owned); and (vi) any agreements for the sale, lease, construction or receipt of goods, property or services purchased, obtained or used in the ordinary course of business by a member of any Group from a member of another Group prior to the Effective TimeOfferings Closing Date. (c) All of the intercompany accounts receivable and accounts payable between any member of a Party’s Group, on the one hand, and any member of another Party’s Group, on the other hand, outstanding as of the Effective Time shall, as promptly as practicable after the Effective Time, be repaid, settled or otherwise eliminated in a manner as determined by UTC in its sole and absolute discretion (acting in good faith).

Termination of Agreements. (a) Except as set forth in Section 2.7(b)2.03(b) or as otherwise provided by the steps constituting the Internal Reorganization, in furtherance of the releases and other provisions of Section 4.16.01, each effective as of UTCthe Distribution, Carrier and Otis Time and each other member of their respective Groups the Time Group, on the one hand, and TWX and each other member of the TWX Group, on the other hand, hereby terminate any and all agreements, arrangements, commitments or and understandings, whether oral or not in writingwritten (“Intercompany Agreements”), including all intercompany accounts payable or accounts receivable (“Intercompany Accounts”), between such parties and in effect or among a Party and/or any member of such Party’s Group, on the one hand, and another Party and/or any member of such other Party’s Group, on the other hand, effective accrued as of the applicable Effective TimeDistribution. No such terminated agreement, arrangement, commitment Intercompany Agreement or understanding Intercompany Account (including any provision thereof that purports to survive termination) shall be of any further force or effect after the Effective TimeDistribution Date. Each Party shall, at the reasonable request of the other Party, take, or cause to be taken, such other actions as may be necessary to effect the foregoing. The Parties, on behalf of the members of their respective Groups, hereby waive any advance notice provision or other termination requirements with respect to any Intercompany Agreement. (b) The provisions of Section 2.7(a2.03(a) shall not apply to any of the following agreements, arrangements, commitments Intercompany Agreements or understandings Intercompany Accounts (or to any of the provisions thereof): (i) the Intercompany Agreements and Intercompany Accounts set forth in Schedule VIII; (ii) this Agreement and the Ancillary Agreements (and each other agreement Intercompany Agreement or instrument Intercompany Account expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by any of the Parties either Party or any other member of the members of their respective Groups or to be continued from and after the Effective Time); (ii) any agreements, arrangements, commitments or understandings listed or described on Schedule 2.7(b)(iiits Group); (iii) any agreementsexisting written Intercompany Agreement to provide services between a member of the Time Group, arrangementson the one hand, commitments and a member of the TWX Group, on the other hand, that has been entered into in the ordinary course of business on an arm’s-length basis, including outstanding operational intercompany trade receivables or understandings to which any Third Party is a party thereto (including any Shared Contracts)payables incurred on such basis; (iv) any intercompany accounts payable or accounts receivable accrued as of the Effective Time that are reflected in the books and records of the Parties or otherwise documented in writing in accordance with past practices, which shall be settled in the manner contemplated by Section 2.7(c); (v) any agreements, arrangements, commitments or understandings Intercompany Agreement to which any non-wholly owned Subsidiary of UTC, Carrier Time or XxxxTWX, as the case may be, is a party (it being understood that directors’ qualifying shares or similar interests will be disregarded for purposes of determining whether a Subsidiary is wholly owned); (v) any other Intercompany Agreements or Intercompany Accounts that this Agreement or any Ancillary Agreement expressly contemplates will survive the Distribution Date; and (vi) any agreements for other Intercompany Agreements or Intercompany Accounts that, had the sale, lease, construction Parties given specific consideration to such Intercompany Agreements or receipt of goods, property or services purchased, obtained or used in the ordinary course of business by a member of any Group from a member of another Group Intercompany Accounts prior to the Effective Time. (c) All of the intercompany accounts receivable and accounts payable between any member of a Party’s GroupDistribution, on the one hand, and any member of another Party’s Group, on the other hand, outstanding would have been set forth in Schedule VIII as not to terminate as of the Effective Time shall, as promptly as practicable after the Effective Time, be repaid, settled or otherwise eliminated in a manner as determined by UTC in its sole and absolute discretion (acting in good faith)Distribution.

Termination of Agreements. (a) Except as set forth in Section 2.7(b2.5(b), in furtherance of the releases and other provisions of Section 4.14.1 hereof, each of UTC, Carrier and Otis the Company and each member of their respective Groups the Company Group, on the one hand, and Parent and each member of the Parent Group, on the other hand, hereby agrees to terminate any and all agreements, arrangements, commitments or understandings, whether or not in writing, between or among a Party the Company and/or any member of such Party’s the Company Group, on the one hand, and another Party Parent and/or any member of such other Party’s the Parent Group, on the other hand, on or before the Distribution Date; provided, however, that to the extent any such agreement, arrangement, commitment or understanding is inconsistent with any Ancillary Agreement, such termination shall be effective as of the date of effectiveness of the applicable Effective TimeAncillary Agreement. No such terminated agreement, arrangement, commitment or understanding (including any provision thereof that which purports to survive termination) shall be of any further force or effect after the Effective TimeDistribution Date (or, to the extent contemplated by the proviso to the immediately preceding sentence, after the effective date of the applicable Ancillary Agreement). Each Party party shall, at the reasonable request of the any other Partyparty, take, or cause to be taken, such other actions as may be necessary to effect the foregoing. (b) The provisions of Section 2.7(a2.5(a) shall not apply to any of the following agreements, arrangements, commitments or understandings (or to any of the provisions thereof): (i) this Agreement and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by set forth in this Agreement or any Ancillary Agreement to be entered into by any of the Parties parties hereto or any of the members of their respective Groups or to be continued from and after the Effective TimeGroups); (ii) any agreements, arrangements, commitments or understandings listed or described on Schedule 2.7(b)(ii2.5(b)(ii); (iii) any agreements, arrangements, commitments or understandings to which any Third Party Person other than the parties hereto and their respective Affiliates is a party thereto (including it being understood that to the extent that the rights and obligations of the parties and the members of their respective Groups under any Shared Contractssuch agreements, arrangements, commitments or understandings constitute Company Assets or Company Liabilities, they shall be assigned pursuant to Section 2.2); (iv) any intercompany accounts payable or accounts receivable accrued as of the Effective Time Distribution Date that are reflected in the books and records of the Parties parties or otherwise documented in writing in accordance with past practices, which shall be settled in the manner contemplated by Section 2.7(c); and (v) any other agreements, arrangements, commitments or understandings to which that this Agreement or any non-wholly owned Subsidiary of UTC, Carrier or Xxxx, as Ancillary Agreement states will survive the case may be, is a party (it being understood that directors’ qualifying shares or similar interests will be disregarded for purposes of determining whether a Subsidiary is wholly owned); and (vi) any agreements for the sale, lease, construction or receipt of goods, property or services purchased, obtained or used in the ordinary course of business by a member of any Group from a member of another Group prior to the Effective TimeDistribution Date. (c) All of the intercompany accounts receivable and accounts payable between any member of a Party’s Group, on the one hand, and any member of another Party’s Group, on the other hand, outstanding as of the Effective Time shall, as promptly as practicable after the Effective Time, be repaid, settled or otherwise eliminated in a manner as determined by UTC in its sole and absolute discretion (acting in good faith).

Termination of Agreements. (a) Except as set forth in Section 2.7(b2.04(b), in furtherance of the releases and other provisions of Section 4.15.01 hereof, each of UTC, Carrier and Otis MJN and each member of their respective Groups Person in the MJN Group, on the one hand, and BMS and each Person in the BMS Group, on the other hand, hereby terminate any and all agreements, arrangements, commitments or understandings, whether or not in writing, between or among a Party and/or MJN and any member of such Party’s Person in the MJN Group, on the one hand, and another Party and/or BMS and any member of such other Party’s Person in the BMS Group, on the other hand, effective as of the applicable Effective TimeSeparation Date. No such terminated agreement, arrangement, commitment or understanding (including any provision thereof that which purports to survive termination) shall be of any further force or effect after the Effective TimeSeparation Date. Except as otherwise set forth or described in Schedule 2.04(a), (i) all intercompany accounts receivable owed by BMS or any U.S. Person in the BMS Group to MJN or any U.S. Person in the MJN Group shall be offset by all intercompany accounts payable owed by MJN or any U.S. Person in the MJN Group to BMS or any U.S. Person in the BMS Group, (ii) any net accounts receivable shall be used to offset the balances of the foreign intercompany notes that remain outstanding following the IPO to the extent the net proceeds from the IPO are insufficient to fully repay the foreign intercompany notes as described in the IPO Registration Statement, and (iii) the remainder of any net accounts receivable shall be paid as a dividend of unwanted assets from MJN or any U.S. Person in the MJN Group, as the case may be, directly or indirectly to ERS. Each Party party shall, at the reasonable request of the any other Partyparty, take, or cause to be taken, such other actions as may be necessary to effect the foregoing. (b) The provisions of Section 2.7(a2.04(a) shall not apply to any of the following agreements, arrangements, commitments or understandings (or to any of the provisions thereof): (i) this Agreement and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by any of the Parties parties hereto or any of the members of Person in their respective Groups or to be continued from and after the Effective TimeGroups); (ii) any agreements, arrangements, commitments or understandings listed set forth or described on in Schedule 2.7(b)(ii2.04(b)(ii); (iii) any agreements, arrangements, commitments or understandings to which any Third Party is a party thereto (including any Shared Contracts); (iv) any intercompany accounts payable or accounts receivable accrued as of Person other than the Effective Time that are reflected in the books parties hereto and records of the Parties or otherwise documented in writing in accordance with past practices, which shall be settled in the manner contemplated by Section 2.7(c); (v) any agreements, arrangements, commitments or understandings to which any non-wholly owned Subsidiary of UTC, Carrier or Xxxx, as the case may be, their respective Affiliates is a party (it being understood that directors’ qualifying shares to the extent that the rights and obligations of the parties and the Persons in their respective Groups under any such agreements, arrangements, commitments or similar interests will understandings constitute MJN Assets or MJN Liabilities, they shall be disregarded for purposes of determining whether a Subsidiary is wholly ownedassigned pursuant to Section 2.01); (iv) the Intercompany Notes, (v) the Revolving Credit Facility, and (vi) any agreements for other agreements, arrangements, commitments or understandings that this Agreement or any Ancillary Agreement expressly contemplates will survive the sale, lease, construction or receipt of goods, property or services purchased, obtained or used in the ordinary course of business by a member of any Group from a member of another Group prior to the Effective TimeSeparation Date. (c) All of the intercompany accounts receivable and accounts payable between any member of a Party’s Group, on the one hand, and any member of another Party’s Group, on the other hand, outstanding as of the Effective Time shall, as promptly as practicable after the Effective Time, be repaid, settled or otherwise eliminated in a manner as determined by UTC in its sole and absolute discretion (acting in good faith).

Termination of Agreements. (a) Except as set forth in Section 2.7(b)2.03(b) or as otherwise provided by the steps constituting the Separation, in furtherance of the releases and other provisions of Section 4.16.01, each effective as of UTCthe Distribution, Carrier NBI, on the one hand, and Otis Neurotrope and each other member of their respective Groups the Neurotrope Group, on the other hand, hereby terminate any and all agreements, arrangements, commitments or and understandings, whether oral or not in writingwritten (“Intercompany Agreements”), including all intercompany accounts payable or accounts receivable (“Intercompany Accounts”), between such parties and in effect or among a Party and/or any member of such Party’s Group, on the one hand, and another Party and/or any member of such other Party’s Group, on the other hand, effective accrued as of the applicable Effective TimeDistribution. No such terminated agreement, arrangement, commitment Intercompany Agreement or understanding Intercompany Account (including any provision thereof that purports to survive termination) shall be of any further force or effect after the Effective TimeDistribution Date. Each Party shall, at the reasonable request of the other Party, take, or cause to be taken, such other actions as may be necessary to effect the foregoing. The Parties, on behalf of the members of their respective Groups, hereby waive any advance notice provision or other termination requirements with respect to any Intercompany Agreement. (b) The provisions of Section 2.7(a2.03(a) shall not apply to any of the following agreements, arrangements, commitments Intercompany Agreements or understandings Intercompany Accounts (or to any of the provisions thereof): (i) the Intercompany Agreements and Intercompany Accounts set forth in Schedule VIII; (ii) this Agreement and the Ancillary Agreements (and each other agreement Intercompany Agreement or instrument Intercompany Account expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by any of the Parties either Party or any other member of the members of their respective Groups or to be continued from and after the Effective Time); (ii) any agreements, arrangements, commitments or understandings listed or described on Schedule 2.7(b)(iiits Group); (iii) any agreementsexisting written Intercompany Agreement to provide services between NBI, arrangementson the one hand, commitments and a member of the Neurotrope Group, on the other hand, that has been entered into in the ordinary course of business on an arm’s-length basis, including outstanding operational intercompany trade receivables or understandings to which any Third Party is a party thereto (including any Shared Contracts)payables incurred on such basis; (iv) any intercompany accounts payable or accounts receivable accrued as of the Effective Time that are reflected in the books and records of the Parties or otherwise documented in writing in accordance with past practices, which shall be settled in the manner contemplated by Section 2.7(c); (v) any agreements, arrangements, commitments or understandings Intercompany Agreement to which any non-wholly owned Subsidiary of UTC, Carrier NBI or XxxxNeurotrope, as the case may be, is a party party; (it being understood v) any other Intercompany Agreements or Intercompany Accounts that directors’ qualifying shares this Agreement or similar interests any Ancillary Agreement expressly contemplates will be disregarded for purposes of determining whether a Subsidiary is wholly owned)survive the Distribution Date; and (vi) any agreements for other Intercompany Agreements or Intercompany Accounts that, had the sale, lease, construction Parties given specific consideration to such Intercompany Agreements or receipt of goods, property or services purchased, obtained or used in the ordinary course of business by a member of any Group from a member of another Group Intercompany Accounts prior to the Effective Time. (c) All of the intercompany accounts receivable and accounts payable between any member of a Party’s GroupDistribution, on the one hand, and any member of another Party’s Group, on the other hand, outstanding would have been set forth in Schedule VIII as not to terminate as of the Effective Time shall, as promptly as practicable after the Effective Time, be repaid, settled or otherwise eliminated in a manner as determined by UTC in its sole and absolute discretion (acting in good faith)Distribution.

Termination of Agreements. (a) Except as set forth in Section 2.7(b2.04(b), in furtherance of the releases and other provisions of Section 4.14.01 hereof, each of UTC, Carrier and Otis AMO and each member of their respective Groups the AMO Group, on the one hand, and Allergan and each member of the Allergan Group, on the other hand, hereby terminate terminate, any and all agreements, arrangements, commitments or understandings, whether or not in writing, between or among a Party AMO and/or any member of such Party’s the AMO Group, on the one hand, and another Party Allergan and/or any member of such other Party’s the Allergan Group, on the other hand, effective as of the Distribution Date; provided, however, that to the extent any such agreement, arrangement, commitment or understanding is inconsistent with any Ancillary Agreement, such termination shall be effective as of the date of effectiveness of the applicable Effective TimeAncillary Agreement. No such terminated agreement, arrangement, commitment or understanding (including any provision thereof that which purports to survive termination) shall be of any further force or effect after the Effective TimeDistribution Date. Each Party party shall, at the reasonable request of the any other Partyparty, take, or cause to be taken, such other actions as may be necessary to effect the foregoing. (b) The provisions of Section 2.7(a2.04(a) shall not apply to any of the following agreements, arrangements, commitments or understandings (or to any of the provisions thereof): (i) this Agreement and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by any of the Parties parties hereto or any of the members of their respective Groups or to be continued from and after the Effective TimeGroups); (ii) any agreements, arrangements, orders, commitments or understandings listed or described on Schedule 2.7(b)(ii2.04(b) (ii); (iii) any agreements, arrangements, commitments or understandings to which any Third Party is a party thereto (including any Shared Contracts); (iv) any intercompany accounts payable or accounts receivable accrued as of Person other than the Effective Time that are reflected in the books parties hereto and records of the Parties or otherwise documented in writing in accordance with past practices, which shall be settled in the manner contemplated by Section 2.7(c); (v) any agreements, arrangements, commitments or understandings to which any non-wholly owned Subsidiary of UTC, Carrier or Xxxx, as the case may be, their respective Affiliates is a party (it being understood that directors’ qualifying shares to the extent that the rights and obligations of the parties and the members of their respective Groups under any such agreements, arrangements, commitments or similar interests will understandings constitute AMO Assets or AMO Liabilities, they shall be disregarded for purposes of determining whether a Subsidiary is wholly ownedassigned pursuant to Section 2.01); and (viiv) any agreements for other agreements, arrangements, commitments or understandings that this Agreement or any Ancillary Agreement expressly contemplates will survive the sale, lease, construction or receipt of goods, property or services purchased, obtained or used in the ordinary course of business by a member of any Group from a member of another Group prior to the Effective TimeDistribution Date. (c) All of the intercompany accounts receivable and accounts payable between any member of a Party’s Group, on the one hand, and any member of another Party’s Group, on the other hand, outstanding as of the Effective Time shall, as promptly as practicable after the Effective Time, be repaid, settled or otherwise eliminated in a manner as determined by UTC in its sole and absolute discretion (acting in good faith).

Termination of Agreements. (a) Except as set forth in Section 2.7(b2.03(b), in furtherance of the releases and other provisions of Section 4.13.01 hereof, AWW and RWE hereby terminate, and each of UTC, Carrier AWW and Otis and each member of RWE shall cause their respective Groups hereby terminate Subsidiaries to terminate, any and all agreements, arrangements, commitments or understandings, whether or not in writing, between or among a Party and/or any member of such Party’s Person in the AWW Group, on the one hand, and another Party and/or any member of such other Party’s Person in the RWE Group, on the other hand, effective as of the applicable Effective TimeSeparation Date. No such terminated agreement, arrangement, commitment or understanding (including any provision thereof that which purports to survive termination) shall be of any further force or effect after the Effective TimeSeparation Date, and the net amount of all intercompany Liabilities owed by any Person in the AWW Group to any Person in the RWE Group that do not constitute Assumed Liabilities shall be repaid on the Separation Date or as soon as practicable thereafter. Each Party party shall, at the reasonable request of the other Partyparty, take, or cause to be taken, such other actions as may be necessary to effect the foregoing. (b) The provisions of Section 2.7(a2.03(a) shall not apply to any of the following agreements, arrangements, commitments or understandings (or to any of the provisions thereof): (i) this Agreement and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by any of the Parties RWE, AWW or any of Person in the members of their respective Groups RWE Group or to be continued from and after the Effective TimeAWW Group); (ii) any agreements, arrangements, commitments or understandings listed to which any Person other than any Person in the RWE Group or described on Schedule 2.7(b)(iithe AWW Group is a party (it being understood that to the extent that any of the obligations of any Person in the RWE Group under any such agreements, arrangements, commitments or understandings constitutes an Assumed Liability, each such Assumed Liability shall be assumed by AWW pursuant to Section 2.01); and (iii) any agreements, arrangements, commitments or understandings to which any Third Party is a party thereto (including any Shared Contracts); (iv) any intercompany accounts payable or accounts receivable accrued as of the Effective Time that are reflected in the books and records of the Parties or otherwise documented in writing in accordance with past practices, which shall be settled in the manner contemplated by Section 2.7(c); (v) any agreements, arrangements, commitments or understandings to which any non-wholly owned Subsidiary of UTC, Carrier or Xxxx, as the case may be, is a party (it being understood that directors’ qualifying shares or similar interests will be disregarded for purposes of determining whether a Subsidiary is wholly owned); and (vi) any agreements for the sale, lease, construction or receipt of goods, property or services purchased, obtained or used in the ordinary course of business by a member of any Group from a member of another Group prior to the Effective Time. (c) All of the intercompany accounts receivable and accounts payable between any member of a Party’s Group, listed on the one hand, and any member of another Party’s Group, on the other hand, outstanding as of the Effective Time shall, as promptly as practicable after the Effective Time, be repaid, settled or otherwise eliminated in a manner as determined by UTC in its sole and absolute discretion (acting in good faithSchedule 2.03(b).

Termination of Agreements. (a) Except as set forth in Section 2.7(b2.04(b), in furtherance of the releases and other provisions of Section 4.15.01 hereof, each effective as of UTCthe Distribution Date, Carrier and Otis Water Pik and each member of their the Water Pik Group, on the one hand, and each of ATI and the respective Groups members of the ATI Group, on the other hand, hereby terminate any and all agreements, arrangements, commitments or understandings, whether or not in writing, between or among a Party Water Pik and/or any member of such Party’s the Water Pik Group, on the one hand, and another Party and/or ATI or any member of such other Party’s the ATI Group, on the other hand, effective as of the applicable Effective Time, including (except as set forth in Schedule 2.04(a)) any intercompany accounts payable or accounts receivable accrued as of the Effective Time that are reflected in the books and records of the parties or otherwise documented in writing in accordance with past practices; provided, however, to the extent that the termination of any such agreement, arrangement, commitment or understanding is inconsistent with any Ancillary Agreement, such termination shall be effective as of the date of effectiveness of the applicable Ancillary Agreement. No such terminated agreement, arrangement, commitment or understanding (including any provision thereof that which purports to survive termination) shall be of any further force or effect after the Effective TimeTime (or, to the extent contemplated by the proviso to the immediately preceding sentence, after the effective time of the applicable Ancillary Agreement). Each Party party shall, at the reasonable request of the any other Partyparty, take, or cause to be taken, such other actions as may be necessary to effect the foregoing. (b) The provisions of Section 2.7(a2.04(a) shall not apply to any of the following agreements, arrangements, commitments or understandings (or to any of the provisions thereof): (i) this Agreement and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by any of the Parties parties hereto or any of the members of their respective Groups or to be continued from and after the Effective TimeGroups); (ii) any agreements, arrangements, commitments or understandings listed or described on Schedule 2.7(b)(ii2.04(b)(ii); (iii) any agreements, arrangements, commitments or understandings to which any Third Party is a party thereto (including any Shared Contracts); (iv) any intercompany accounts payable or accounts receivable accrued as of Person other than the Effective Time that are reflected in the books parties hereto and records of the Parties or otherwise documented in writing in accordance with past practices, which shall be settled in the manner contemplated by Section 2.7(c); (v) any agreements, arrangements, commitments or understandings to which any non-wholly owned Subsidiary of UTC, Carrier or Xxxx, as the case may be, their respective Affiliates is a party (it being understood that directors’ qualifying shares or similar interests will be disregarded for purposes of determining whether a Subsidiary is wholly owned); and (vi) any agreements for the sale, lease, construction or receipt of goods, property or services purchased, obtained or used in the ordinary course of business by a member of any Group from a member of another Group prior to the Effective Time. (c) All of the intercompany accounts receivable and accounts payable between any member of a Party’s Group, on the one hand, and any member of another Party’s Group, on the other hand, outstanding as of the Effective Time shall, as promptly as practicable after the Effective Time, be repaid, settled or otherwise eliminated in a manner as determined by UTC in its sole and absolute discretion (acting in good faith).extent

Termination of Agreements. (a) Except as set forth in Section 2.7(b2.04(b), in furtherance of the releases and other provisions of Section 4.15.01 hereof, each of UTC, Carrier and Otis Teledyne Technologies and each member of their the Teledyne Technologies Group, on the one hand, and each of ATI and the respective Groups members of the ATI Group, on the other hand, hereby terminate any and all agreements, arrangements, commitments or understandings, whether or not in writing, between or among a Party Teledyne Technologies and/or any member of such Party’s the Teledyne Technologies Group, on the one hand, and another Party and/or ATI or any member of such other Party’s the ATI Group, on the other hand, effective as of the applicable Effective Time, including (except as set forth in Schedule 2.04(a)) any intercompany accounts payable or accounts receivable accrued as of the Effective Time that are reflected in the books and records of the parties or otherwise documented in writing in accordance with past practices; provided, however, to the extent that the termination of any such agreement, arrangement, commitment or understanding is inconsistent with any Ancillary Agreement, such termination shall be effective as of the date of effectiveness of the applicable Ancillary Agreement. No such terminated agreement, arrangement, commitment or understanding (including any provision thereof that which purports to survive termination) shall be of any further force or effect after the Effective TimeTime (or, to the extent contemplated by the proviso to the immediately preceding sentence, after the effective time of the applicable Ancillary Agreement). Each Party party shall, at the reasonable request of the any other Partyparty, take, or cause to be taken, such other actions as may be necessary to effect the foregoing. (b) The provisions of Section 2.7(a2.04(a) shall not apply to any of the following agreements, arrangements, commitments or understandings (or to any of the provisions thereof): (i) this Agreement and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by any of the Parties parties hereto or any of the members of their respective Groups or to be continued from and after the Effective TimeGroups); (ii) any agreements, arrangements, commitments or understandings listed or described on Schedule 2.7(b)(ii2.04(b)(ii); (iii) any agreements, arrangements, commitments or understandings to which any Third Party is a party thereto (including any Shared Contracts); (iv) any intercompany accounts payable or accounts receivable accrued as of Person other than the Effective Time that are reflected in the books parties hereto and records of the Parties or otherwise documented in writing in accordance with past practices, which shall be settled in the manner contemplated by Section 2.7(c); (v) any agreements, arrangements, commitments or understandings to which any non-wholly owned Subsidiary of UTC, Carrier or Xxxx, as the case may be, their respective Affiliates is a party (it being understood that directors’ qualifying shares or similar interests will be disregarded for purposes of determining whether a Subsidiary is wholly owned); and (vi) any agreements for the sale, lease, construction or receipt of goods, property or services purchased, obtained or used in the ordinary course of business by a member of any Group from a member of another Group prior to the Effective Time. (c) All extent that the rights and obligations of the intercompany accounts receivable parties and accounts payable between any member the members of a Party’s Group, on the one hand, and any member of another Party’s Group, on the other hand, outstanding as of the Effective Time shall, as promptly as practicable after the Effective Time, be repaid, settled or otherwise eliminated in a manner as determined by UTC in its sole and absolute discretion (acting in good faith).their respective Groups under any

Termination of Agreements. (a) Except as set forth in Section 2.7(b2.04(b), in furtherance of the releases and other provisions of Section 4.14.01 hereof, each of UTC, Carrier and Otis Xxxxxx and each member of their respective Groups the Xxxxxx Group, on the one hand, and Xxxxxxx-Xxxxx Squibb and each member of the Xxxxxxx-Xxxxx Squibb Group, on the other hand, hereby terminate terminate, any and all agreements, arrangements, commitments or understandings, whether or not in writing, between or among a Party Xxxxxx and/or any member of such Party’s the Xxxxxx Group, on the one hand, and another Party Xxxxxxx-Xxxxx Squibb and/or any member of such other Party’s the Xxxxxxx-Xxxxx Squibb Group, on the other hand, effective as of the applicable Effective TimeDistribution Date. No such terminated agreement, arrangement, commitment or understanding (including any provision thereof that which purports to survive termination) shall be of any further force or effect after the Effective TimeDistribution Date. Each Party party shall, at the reasonable request of the any other Partyparty, take, or cause to be taken, such other actions as may be necessary to effect the foregoing. (b) The provisions of Section 2.7(a2.04(a) shall not apply to any of the following agreements, arrangements, commitments or understandings (or to any of the provisions thereof): (i) this Agreement and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by any of the Parties parties hereto or any of the members of their respective Groups or to be continued from and after the Effective TimeGroups); (ii) any agreements, arrangements, orders, commitments or understandings listed or described on Schedule 2.7(b)(ii2.04(b)(ii); (iii) any agreements, arrangements, commitments or understandings to which any Third Party Person other than the parties hereto and their respective Affiliates is a party thereto (including it being understood that to the extent that the rights and obligations of the parties and the members of their respective Groups under any Shared Contractssuch agreements, arrangements, commitments or understandings constitute Xxxxxx Assets or Xxxxxx Liabilities, they shall be assigned pursuant to Section 2.01); (iv) any intercompany accounts payable or accounts receivable accrued as of the Effective Time that are reflected in the books and records of the Parties or otherwise documented in writing in accordance with past practices, which shall be settled in the manner contemplated by Section 2.7(c); (v) any agreements, arrangements, commitments or understandings to which any non-wholly owned Subsidiary of UTC, Carrier Xxxxxxx-Xxxxx Squibb or XxxxXxxxxx, as the case may be, is a party (it being understood that directors’ ' qualifying shares or similar interests will be disregarded for purposes of determining whether a Subsidiary is wholly owned); and (viv) any agreements for other agreements, arrangements, commitments or understandings that this Agreement or any Ancillary Agreement expressly contemplates will survive the sale, lease, construction or receipt of goods, property or services purchased, obtained or used in the ordinary course of business by a member of any Group from a member of another Group prior to the Effective TimeDistribution Date. (c) All of the intercompany accounts receivable and accounts payable between any member of a Party’s Group, on the one hand, and any member of another Party’s Group, on the other hand, outstanding as of the Effective Time shall, as promptly as practicable after the Effective Time, be repaid, settled or otherwise eliminated in a manner as determined by UTC in its sole and absolute discretion (acting in good faith).

Termination of Agreements. (a) Except as set forth in Section 2.7(b)2.03(b) or as otherwise provided by the steps constituting the Separation, in furtherance of the releases and other provisions of Section 4.16.01, each effective as of UTCthe Distribution, Carrier NBI, on the one hand, and Otis Neurotrope and each other member of their respective Groups the Neurotrope Group, on the other hand, hereby terminate any and all agreements, arrangements, commitments or and understandings, whether oral or not in writingwritten (“Intercompany Agreements”), including all intercompany accounts payable or accounts receivable (“Intercompany Accounts”), between such parties and in effect or among a Party and/or any member of such Party’s Group, on the one hand, and another Party and/or any member of such other Party’s Group, on the other hand, effective accrued as of the applicable Effective TimeDistribution. No such terminated agreement, arrangement, commitment Intercompany Agreement or understanding Intercompany Account (including any provision thereof that purports to survive termination) shall be of any further force or effect after the Effective TimeDistribution Date. Each Party shall, at the reasonable request of the other Party, take, or cause to be taken, such other actions as may be necessary to effect the foregoing. The Parties, on behalf of the members of their respective Groups, hereby waive any advance notice provision or other termination requirements with respect to any Intercompany Agreement. (b) The provisions of Section 2.7(a2.03(a) shall not apply to any of the following agreements, arrangements, commitments Intercompany Agreements or understandings Intercompany Accounts (or to any of the provisions thereof): (i) the Intercompany Agreements and Intercompany Accounts set forth in Schedule V; (ii) this Agreement and the Ancillary Agreements (and each other agreement Intercompany Agreement or instrument Intercompany Account expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by any of the Parties either Party or any other member of the members of their respective Groups or to be continued from and after the Effective Time); (ii) any agreements, arrangements, commitments or understandings listed or described on Schedule 2.7(b)(iiits Group); (iii) any agreementsexisting written Intercompany Agreement to provide services between NBI, arrangementson the one hand, commitments and a member of the Neurotrope Group, on the other hand, that has been entered into in the ordinary course of business on an arm’s-length basis, including outstanding operational intercompany trade receivables or understandings to which any Third Party is a party thereto (including any Shared Contracts)payables incurred on such basis; (iv) any intercompany accounts payable or accounts receivable accrued as of the Effective Time that are reflected in the books and records of the Parties or otherwise documented in writing in accordance with past practices, which shall be settled in the manner contemplated by Section 2.7(c); (v) any agreements, arrangements, commitments or understandings Intercompany Agreement to which any non-wholly owned Subsidiary of UTC, Carrier NBI or XxxxNeurotrope, as the case may be, is a party party; (it being understood v) any other Intercompany Agreements or Intercompany Accounts that directors’ qualifying shares this Agreement or similar interests any Ancillary Agreement expressly contemplates will be disregarded for purposes of determining whether a Subsidiary is wholly owned)survive the Distribution Date; and (vi) any agreements for other Intercompany Agreements or Intercompany Accounts that, had the sale, lease, construction Parties given specific consideration to such Intercompany Agreements or receipt of goods, property or services purchased, obtained or used in the ordinary course of business by a member of any Group from a member of another Group Intercompany Accounts prior to the Effective Time. (c) All of the intercompany accounts receivable and accounts payable between any member of a Party’s GroupDistribution, on the one hand, and any member of another Party’s Group, on the other hand, outstanding would have been set forth in Schedule V as not to terminate as of the Effective Time shall, as promptly as practicable after the Effective Time, be repaid, settled or otherwise eliminated in a manner as determined by UTC in its sole and absolute discretion (acting in good faith)Distribution.

Termination of Agreements. (a) Except as set forth in Section 2.7(b), in furtherance of the releases and other provisions of Section 4.1this Agreement, each of UTC, Carrier and Otis CRC and each member of their respective Groups the CRC Group, on the one hand, and OPC and each member of the OPC Group, on the other hand, hereby terminate any and all agreements, arrangements, commitments or understandings, whether or not in writing, between or among a Party CRC and/or any member of such Party’s Groupthe CRC Group and/or any entity that shall be a member of the CRC Group as of the Distribution Date, on the one hand, and another Party OPC and/or any member of such the OPC Group (other Party’s Groupthan entities that shall be members of the CRC Group as of the Distribution Date), on the other hand, effective as of the applicable Effective TimeDistribution Date. No such terminated agreement, arrangement, commitment or understanding (including any provision thereof that which purports to survive termination) shall be of any further force or effect after the Effective TimeDistribution Date. Each Party shall, at the reasonable request of the other Party, take, or cause to be taken, such other actions as may be necessary to effect the foregoing. (b) The provisions of Section 2.7(a) shall not apply to any of the following agreements, arrangements, commitments or understandings (or to any of the provisions thereof): (i) this Agreement and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by any of the Parties or any of the members of their respective Groups or to be continued from and after the Effective TimeGroups); (ii) any agreements, arrangements, commitments or understandings listed or described on Schedule 2.7(b)(ii); (iii) any agreements, arrangements, commitments or understandings to which any Third Party Person other than the Parties and the members of their respective Groups is a party thereto Party (including it being understood that to the extent that the rights and obligations of the Parties and the members of their respective Groups under any Shared Contractssuch agreements, arrangements, commitments or understandings constitute CRC Assets or CRC Liabilities, they shall be assigned pursuant to Section 2.1); (iv) any intercompany accounts payable or accounts receivable accrued as of the Effective Time that are reflected in the books and records of the Parties or otherwise documented in writing in accordance with past practices, which shall be settled in the manner contemplated by Section 2.7(c); (v) any agreements, arrangements, commitments or understandings to which any non-member of the OPC Group or CRC Group, other than OPC, CRC or a wholly owned Subsidiary of UTC, Carrier OPC or XxxxCRC, as the case may be, is a party Party (it being understood that directors’ qualifying shares or similar interests will be disregarded for purposes of determining whether a Subsidiary is wholly owned); (v) any Shared Contracts; and (vi) any agreements for other agreements, arrangements, commitments or understandings that this Agreement or any Ancillary Agreement expressly states will survive the sale, lease, construction or receipt of goods, property or services purchased, obtained or used in the ordinary course of business by a member of any Group from a member of another Group prior to the Effective TimeDistribution Date. (c) All of the intercompany accounts receivable and accounts payable between any member of a Party’s Group, on the one hand, and any member of another Party’s Group, on the other hand, outstanding as of the Effective Time shall, as promptly as practicable after the Effective Time, be repaid, settled or otherwise eliminated in a manner as determined by UTC in its sole and absolute discretion (acting in good faith).

Termination of Agreements. (a) Except as set forth in Section 2.7(b2.4(b), in furtherance Entertainment and each other member of the releases Entertainment Group, on the one hand, and other provisions of Section 4.1, each of UTC, Carrier and Otis CCU and each other member of their respective Groups the CCU Group, on the other hand, hereby terminate any and all agreements, arrangements, commitments or understandings, whether or not in writing, between or among a Party and/or Entertainment or any other member of such Party’s the Entertainment Group, on the one hand, and another Party and/or CCU or any other member of such other Party’s the CCU Group, on the other hand, effective as of the applicable Effective TimeDate. No such terminated agreement, arrangement, commitment or understanding (including any provision thereof that which purports to survive termination) shall be of any further force or effect after the Effective TimeDate. Each Party party shall, at the reasonable request of the any other Partyparty, take, or cause to be taken, such other actions as may be necessary to effect the foregoing. (b) The provisions of Section 2.7(a2.4(a) shall not apply to any of the following agreements, arrangements, commitments or understandings (or to any of the provisions thereof): ): (i) this Agreement and the Ancillary Agreements Transaction Documents (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement Transaction Document to be entered into or continued by any either of the Parties parties or any of the members of their respective Groups or to be continued from and after the Effective TimeGroups); ; (ii) except to the extent redundant with any provision of or service provided under this Agreement or any of the Transaction Documents (including any exhibits or schedules thereto), the agreements, arrangements, commitments or and understandings listed or described on Schedule 2.7(b)(ii2.4(b)(ii); ; (iii) any agreements, arrangements, commitments or understandings to which any Third Party Person other than the parties and their respective Affiliates is a party thereto (including it being understood that to the extent that the rights and obligations of the parties and the members of their respective Groups under any Shared Contractssuch agreements, arrangements, commitments or understandings constitute Entertainment Assets or Entertainment Liabilities, they shall be assigned pursuant to Section 2.1); ; (iv) any intercompany accounts or notes payable or accounts or notes receivable between a member of the CCU Group, on the one hand, and a member of the Entertainment Group, on the other hand, accrued as of the Effective Time that are Date and reflected in the books and records of the Parties parties or otherwise documented in writing in accordance with past practices, which shall be settled in the manner contemplated by Section 2.7(c); ; (v) any agreements, arrangements, commitments or understandings to which any non-wholly wholly-owned Subsidiary of UTC, Carrier CCU or XxxxEntertainment, as the case may be, is a party (it being understood that directors’ qualifying shares or similar interests will be disregarded for purposes of determining whether a Subsidiary is wholly owned)party; and and (vi) any agreements for the saleother agreements, leasearrangements, construction commitments or receipt of goods, property understandings that this Agreement or services purchased, obtained or used in the ordinary course of business by a member of any Group from a member of another Group prior to Transaction Document expressly contemplates shall survive the Effective TimeDate. (c) All of the intercompany accounts receivable and accounts payable between any member of a Party’s Group, on the one hand, and any member of another Party’s Group, on the other hand, outstanding as of the Effective Time shall, as promptly as practicable after the Effective Time, be repaid, settled or otherwise eliminated in a manner as determined by UTC in its sole and absolute discretion (acting in good faith).

Termination of Agreements. (a) Except as set forth in Section 2.7(b2.8(b), in furtherance on behalf of the releases Parties and other provisions of Section 4.1, each of UTC, Carrier and Otis and each member of their respective Groups Groups, the Parties hereby terminate any and all written or oral agreements, arrangements, commitments or understandings, whether or not in writing, between or among a Party and/or any member of such Party’s Group, on the one hand, and another Party and/or any member of such other Party’s Group, on the other handthem, effective as of the applicable Effective Time. No such terminated agreement, arrangement, commitment or understanding (including any provision thereof that purports to survive termination) shall be of any further force or effect after the Effective Time. Each Distribution Date; and each Party shall, at the reasonable request of the other Party, take, or cause to be taken, such other actions as may be necessary to effect the foregoing. (b) The provisions of Section 2.7(a2.8(a) shall not apply to any of the following agreements, arrangements, commitments or understandings (or to any of the provisions thereof): (i) this Agreement and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any other Ancillary Agreement to be entered into by any of the Parties hereto or any of the members of their respective Groups or to be continued from and after the Effective Timethat shall survive in accordance with their respective terms); (ii) any agreements, arrangements, commitments or understandings listed or described on Schedule 2.7(b)(ii); to which any Person other than the parties hereto and their respective Affiliates is a party (iii) it being understood that to the extent that the rights and obligations of the parties and the members of their respective Groups under any such agreements, arrangements, commitments or understandings constitute HXXX Assets or HXXX Liabilities, they shall be assigned pursuant to which any Third Party is a party thereto (including any Shared ContractsSection 2.1); (iviii) any intercompany accounts payable or accounts receivable accrued as of the Effective Time Distribution Date that are reflected in the books and records of the Parties parties or otherwise documented in writing in accordance with past practices, which shall be settled in the manner contemplated by Section 2.7(c); (viv) any agreements, arrangements, commitments or understandings to which any non-wholly owned Subsidiary of UTC, Carrier HBIO or XxxxHXXX, as the case may be, is a party (it being understood that directors’ qualifying shares or similar interests will be disregarded for purposes of determining whether a Subsidiary is wholly owned)party; and (viv) any agreements for other agreements, arrangements, commitments or understandings that this Agreement or any other Ancillary Agreement expressly contemplates will survive the sale, lease, construction or receipt of goods, property or services purchased, obtained or used in the ordinary course of business by a member of any Group from a member of another Group prior to the Effective TimeDistribution Date. (c) All of the intercompany accounts receivable and accounts payable between any member of a Party’s Group, on the one hand, and any member of another Party’s Group, on the other hand, outstanding as of the Effective Time shall, as promptly as practicable after the Effective Time, be repaid, settled or otherwise eliminated in a manner as determined by UTC in its sole and absolute discretion (acting in good faith).

Termination of Agreements. (a) Except as set forth in Section 2.7(b2.3(b), in furtherance of the releases and other provisions of Section 4.1, each of UTC, Carrier and Otis and each member of their respective Groups hereby terminate any and all agreements, arrangements, commitments or understandings, whether or not in writing, between or among a Party and/or any member of such Party’s GroupTimkenSteel Entities, on the one hand, and another Party and/or any member of such other Party’s Groupthe Bearings Entities, on the other hand, hereby terminate any and all Intercompany Agreements, effective as of the applicable Effective TimeDistribution. No such terminated agreement, arrangement, commitment or understanding Intercompany Agreement (including any provision thereof that purports to survive termination) shall will be of any further force or effect from and after the Effective TimeDistribution. Each Party shallwill, at the reasonable request of the any other Party, take, or cause to be taken, such other actions as may be necessary to effect the foregoingprovisions of this Section 2.3(a). The Parties, on behalf of the members of their respective Group, hereby waive any advance notice provision or other termination requirements with respect to any Intercompany Agreement. (b) The provisions of Section 2.7(a2.3(a) shall will not apply to any of the following agreements, arrangements, commitments or understandings Intercompany Agreements (or to any of the provisions thereof): ): (i) this any Intercompany Agreement and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by that this Agreement or any Ancillary Agreement to be entered into by any of expressly contemplates will survive the Parties or any of the members of their respective Groups or to be continued from and after the Effective Time); Distribution; (ii) any agreements, arrangements, commitments or understandings listed or described Intercompany Agreement set forth on Schedule 2.7(b)(ii2.3(b)(ii); and (iii) any agreements, arrangements, commitments or understandings to which any Third Party is a party thereto (including any Shared Contracts); (iv) any intercompany accounts payable or accounts receivable accrued as of the Effective Time Distribution Date that are reflected in the books and records of the Parties or otherwise documented in writing in accordance with past practices, which shall be settled in the manner contemplated by Section 2.7(c); (v) any agreements, arrangements, commitments or understandings to which any non-wholly owned Subsidiary of UTC, Carrier or Xxxx, as the case may be, is a party (it being understood that directors’ qualifying shares or similar interests will be disregarded for purposes of determining whether a Subsidiary is wholly owned); and (vi) any agreements for the sale, lease, construction or receipt of goods, property or services purchased, obtained or used in the ordinary course of business by a member of any Group from a member of another Group prior to the Effective Time. (c) All of Except as otherwise expressly provided in this Agreement or any Ancillary Agreement, the relevant Bearings Entities and the TimkenSteel Entities will satisfy all intercompany receivables, payables, loans and other accounts receivable and accounts payable between any member of a Party’s GroupBearings Entity, on the one hand, and any member of another Party’s GroupTimkenSteel Entity, on the other hand, outstanding in existence as of immediately prior to the Effective Time shallDistribution and after giving effect to the Reorganization no later than the Distribution by (i) forgiveness by the relevant obligee or (ii) one or a related series of repayments, as promptly as practicable after the Effective Timedistributions of and/or contributions to capital, be repaidin each case, settled or otherwise eliminated in a manner as determined by UTC in its sole and absolute discretion (acting in good faith)Timken.

Termination of Agreements. (a) Except as set forth in Section 2.7(b2.03(b) or Section 2.03(c), in furtherance of the releases and other provisions of Section 4.16.01, each effective as of UTCthe Distribution, Carrier and Otis and each member of their respective Groups hereby terminate the Parties agree that any and all agreementsContracts, arrangements, commitments or and understandings, whether oral or not in writingwritten, between or among a Party and/or any member of such Party’s the Parent Group, on the one hand, and another Party and/or any a member of such other Party’s the SpinCo Group, on the other hand, effective that is in existence as of the applicable Effective TimeDistribution Date (“Intercompany Agreements”), including all intercompany accounts payable or accounts receivable in effect or accrued thereunder as of the Distribution Date (“Intercompany Accounts”), shall be deemed terminated; provided, however, that if more than one member of any Party’s Group is party to an Intercompany Agreement, such Intercompany Agreement shall continue in full force and effect as between the members of such Group and shall be terminated only as between such Group members that are party thereto, on the one hand, and the members of the other Party’s Group that are party thereto, on the other hand. No such terminated agreement, arrangement, commitment Intercompany Agreement or understanding Intercompany Account (including any provision thereof that purports to survive termination) shall be of any further force or effect after the Effective TimeDistribution Date. Each Party shall, at the reasonable request of the other Party, take, or cause to be taken, such other actions as may be necessary to effect the foregoing. The Parties, on behalf of the members of their respective Groups, hereby waive any advance notice provision or other termination requirements or conditions with respect to any Intercompany Agreement. (b) The provisions of Section 2.7(a2.03(a) and Section 2.03(c) shall not apply to any of the following agreements, arrangements, commitments Intercompany Agreements or understandings Intercompany Accounts (or to any of the provisions thereof): (i) this Agreement and the Ancillary Agreements (and each other agreement Intercompany Agreement or instrument expressly Intercompany Account contemplated by this Agreement or any Ancillary Agreement to be entered into by any of the Parties either Party or any other member of the members of their respective Groups its Group, including any Real Estate Separation Document and any Local Transfer Agreement, or to be continued from and after the Effective Timecreated by any Ancillary Agreement); (ii) any agreementsIntercompany Agreements to which any third party is a party, arrangements, commitments or understandings listed or described on Schedule 2.7(b)(ii)including any Shared Contracts; (iii) any agreementsother Intercompany Agreements or Intercompany Accounts created by any Ancillary Agreement or that this Agreement, arrangements, commitments any Ancillary Agreement or understandings to which any Third Party is a party thereto (including any Shared Contracts)such Intercompany Agreement expressly contemplates will survive the Distribution Date; (iv) any intercompany accounts payable or accounts receivable accrued as Intercompany Agreement entered into in connection with the transactions contemplated hereby for the purpose of surviving the Effective Time that are reflected in Distribution and governing commercial matters between Parent Group and the books SpinCo Group following the Distribution; and records of the Parties or otherwise documented in writing in accordance with past practices, which shall be settled in the manner contemplated by Section 2.7(c); (v) any agreements, arrangements, commitments or understandings to which any non-wholly owned Subsidiary those Intercompany Agreements and Intercompany Accounts set forth on Section 2.03(b) of UTC, Carrier or Xxxx, as the case may be, is a party (it being understood that directors’ qualifying shares or similar interests will be disregarded for purposes of determining whether a Subsidiary is wholly owned); and (vi) any agreements for the sale, lease, construction or receipt of goods, property or services purchased, obtained or used in the ordinary course of business by a member of any Group from a member of another Group prior to the Effective TimeDisclosure Letter. (c) All In connection with the termination of Intercompany Accounts described in Section 2.03(a), each of Parent and SpinCo shall cause each Intercompany Account between a member of the intercompany accounts receivable and accounts payable between any member of a Party’s SpinCo Group, on the one hand, and any a member of another Party’s the Parent Group, on the other hand, outstanding as of the Effective Time shallclose of business on the business day immediately prior to the date of the Distribution to be settled in the manner provided on Section 2.03(c) of the Disclosure Letter. (i) Parent and SpinCo agree to take, or cause the respective members of their respective Groups to take, prior to the Distribution (or as promptly as reasonably practicable thereafter), all actions necessary to amend all contracts or agreements governing (x) the Parent Accounts so that such Parent Accounts, if linked (whether by automatic withdrawal, automatic deposit or any other authorization to transfer funds from or to, hereinafter “linked”) to any SpinCo Account, are de-linked from such SpinCo Accounts and (y) the SpinCo Accounts so that such SpinCo Accounts, if linked to any Parent Account, are de-linked from such Parent Accounts. (ii) With respect to any outstanding checks issued by, or payments made by, Parent, SpinCo or any of their respective Subsidiaries prior to the Distribution, such outstanding checks shall be honored from and after the Effective TimeDistribution by the Person or Group owning the account on which the check is drawn, be repaidwithout limiting the ultimate allocation of Liability for such amounts under this Agreement or any Ancillary Agreement. (iii) Except to the extent prohibited by applicable Law or a Final Determination and except as set forth in Section 2.01, settled the Parties contemplate that, from time to time after the date hereof, a member of the Parent Group or otherwise eliminated in of the SpinCo Group, as applicable (any such party, the “Paying Party”), as a manner convenience to a member of the SpinCo Group or of the Parent Group, as determined by UTC in its sole applicable (the “Responsible Party”), or inadvertently, may make certain payments that are properly the responsibility of the Responsible Party (whether pursuant to this Agreement or otherwise) (any such payment made, a “Disbursement,” and absolute discretion the underlying invoice or similar documentation evidencing such obligation, a “Disbursement Invoice”). Similarly, from time to time after the date hereof, a member of the Parent Group or the SpinCo Group, as applicable (acting in good faithany such party, the “Collecting Party”)., may receive from third parties certain payments to which a member of the SpinCo Group or of the Parent Group, as applicable, is entitled, including payments made inadvertently (any such party, the “Receiving Party”, and any such payment received, a “Receipt”). Accordingly, with respect to Disbursements and Receipts, the Parties agree as follows:

Termination of Agreements. (a) Except as set forth in Section 2.7(b2.9(b), in furtherance of the releases and other provisions of Section 4.1set forth in Article V, each of UTC, Carrier and Otis Controlled and each member of their respective Groups the RemainCo Group, on the one hand, and EESLP and each member of the SpinCo Group, on the other hand, hereby terminate any and all agreements, arrangements, commitments or understandings, whether or not in writing, between or among a Party Controlled and/or any member of such Party’s Groupthe RemainCo Group and/or any entity that shall be a member of the RemainCo Group as of the Effective Time, on the one hand, and another Party EESLP and/or any member of such the SpinCo Group (other Party’s Groupthan entities that shall be members of the RemainCo Group as of the Effective Time), on the other hand, effective as of the applicable Effective Time. No such terminated agreement, arrangement, commitment or understanding (including any provision thereof that which purports to survive termination) shall be of any further force or effect after the Effective Time. Each Party party shall, at the reasonable request of the any other Partyparty, take, or cause to be taken, such other actions as may be necessary to effect the foregoing. (b) The provisions of Section 2.7(a2.9(a) shall not apply to any of the following agreements, arrangements, commitments or understandings (or to any of the provisions thereof): (i) this Agreement and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by any of the Parties parties hereto or any of the members of their respective Groups or to be continued from Groups, including, for the avoidance of doubt, those agreements and after instruments entered into in connection with the Effective TimeSpinCo Financing Arrangements); (ii) any agreements, arrangements, commitments or understandings filed as an exhibit, whether in preliminary or final form, to the Form 10 or otherwise listed or described on Schedule 2.7(b)(ii2.9(b)(ii); (iii) any agreements, arrangements, commitments or understandings to which any Third Party Person other than the parties hereto and the members of their respective Groups is a party thereto (including it being understood that to the extent that the rights and obligations of the parties and the members of their respective Groups under any Shared Contractssuch agreements, arrangements, commitments or understandings constitute Controlled Assets or Controlled Liabilities, they shall be assigned pursuant to Section 2.4 and that to the extent that the rights and obligations of the parties and the members of their respective Groups under any such agreements, arrangements, commitments or understandings constitute SpinCo Assets or SpinCo Liabilities, they shall be assigned pursuant to Section 4.1 to the extent they are not already held by a member of the SpinCo Group); (iv) any intercompany accounts payable or accounts receivable accrued as of the Effective Time that are reflected in the books and records of the Parties or otherwise documented in writing in accordance with past practices, which shall be settled in the manner contemplated by Section 2.7(cdescribed on Schedule 2.9(b)(iv); (v) any agreements, arrangements, commitments or understandings to which any non-wholly owned Subsidiary member of UTCthe RemainCo Group or SpinCo Group (other than RemainCo, Carrier SpinCo, Controlled or XxxxEESLP, as the case may be, ) is a party (it being understood that directors’ qualifying shares or similar interests will shall be disregarded for purposes of determining whether a Subsidiary is wholly owned); and (vi) any agreements for the saleShared Contracts; and (vii) any other agreements, leasearrangements, construction commitments or receipt of goods, property understandings that this Agreement or services purchased, obtained or used in the ordinary course of business by a member of any Group from a member of another Group prior to Ancillary Agreement expressly contemplates shall survive the Effective Time. (c) All of the intercompany accounts receivable and accounts payable between any member of a Party’s Group, on the one hand, and any member of another Party’s Group, on the other hand, outstanding as of the Effective Time shall, as promptly as practicable after the Effective Time, be repaid, settled or otherwise eliminated in a manner as determined by UTC in its sole and absolute discretion (acting in good faith).

Termination of Agreements. (a) Except as set forth in Section 2.7(b), in In furtherance of the releases and other provisions of Section 4.1, each of UTC, Carrier (i) Xxxxxxx Controls shall use its reasonable best efforts to cause all intercompany balances and Otis accounts between Adient and each member of their respective Groups hereby terminate the Adient Group, on the one hand, and Xxxxxxx Controls and each member of the Xxxxxxx Controls Group, on the other hand (“Intercompany Accounts”) to (other than balances or accounts arising out of the Intercompany Arrangements described in clauses (i) or (ii) of in Section 2.7(b)) be settled or otherwise eliminated, effective as of the Effective Time, such that no Party or any member of its Group shall have any continuing obligation with respect thereto and otherwise in such a manner as Xxxxxxx Controls shall determine in good faith (including by means of dividends, distributions, contribution, the creation or repayment of intercompany debt, increasing or decreasing of cash pool balances or otherwise) and (ii) all agreements, arrangements, commitments or understandings, including all obligations to provide goods, services or other benefits, whether or not in writing, between or among a Party Adient and/or any member of such Party’s the Adient Group, on the one hand, and another Party Xxxxxxx Controls and/or any member of such other Party’s the Xxxxxxx Controls Group, on the other handhand (“Intercompany Arrangements”), are (except as set forth in Section 2.7(b)) hereby terminated, effective as of the applicable Effective Time, without further payment or performance and cease to have any further force and effect, such that no party thereto shall have any further obligations therefor or thereunder. No such terminated agreement, arrangement, commitment or understanding Intercompany Arrangement (including any provision thereof that which purports to survive termination) shall be of any further force or effect after the Effective Time. Each Party shall, at the reasonable request of the other Party, take, or cause to be taken, such other actions as may be necessary to effect the foregoing. (b) The provisions of Section 2.7(a2.7(a)(ii) shall not apply to any of the following agreements, arrangements, commitments or understandings (or to any of the provisions thereof): to: (i) this Agreement and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by any of the Parties or any of the members of their respective Groups or to be continued from and after the Effective Time); (ii) any agreements, arrangements, commitments or understandings listed or described on Schedule 2.7(b)(ii); (iii) any agreements, arrangements, commitments or understandings to which any Third Party is a party thereto (including any Shared Contracts); (iv) any intercompany accounts payable or accounts receivable accrued as of the Effective Time that are reflected in the books and records of the Parties or otherwise documented in writing in accordance with past practices, which shall be settled in the manner contemplated by Section 2.7(c); (v) any agreements, arrangements, commitments or understandings to which any non-wholly owned Subsidiary of UTC, Carrier or Xxxx, as the case may be, is a party (it being understood that directors’ qualifying shares or similar interests will be disregarded for purposes of determining whether a Subsidiary is wholly owned); and (vi) any agreements for the sale, lease, construction or receipt of goods, property or services purchased, obtained or used in the ordinary course of business by a member of any Group from a member of another Group prior to the Effective Time. (c) All of the intercompany accounts receivable and accounts payable between any member of a Party’s Group, on the one hand, and any member of another Party’s Group, on the other hand, outstanding as of the Effective Time shall, as promptly as practicable after the Effective Time, be repaid, settled or otherwise eliminated in a manner as determined by UTC in its sole and absolute discretion (acting in good faith).;

Termination of Agreements. (a) Except as set forth in Section 2.7(b2.04(b), in furtherance of the releases and other provisions of Section 4.14.01 hereof, each of UTC, Carrier and Otis Zimmer and each member of their respective Groups the Zimmer Group, on the one hand, xxx Xxistol-Myers Squibb and exxx xxmber of the Bristol-Myers Squxxx Xxxxx, xx the other hand, hereby terminate any and all terminaxx, xxx xxx xll agreements, arrangements, commitments or understandings, whether or not in writing, between or among a Party Zimmer and/or any member of such Party’s the Zimmer Group, on the one hand, and another Party and/or any xxx Bristol-Myers Squibb and/ox xxx member of such other Party’s Groupthe Bristol-Myers Sxxxxx Xxxxx, on the other hand, effective as of the applicable Effective Timeox xxx Xxxxxxxution Date. No such terminated agreement, arrangement, commitment or understanding (including any provision thereof that which purports to survive termination) shall be of any further force or effect after the Effective TimeDistribution Date. Each Party party shall, at the reasonable request of the any other Partyparty, take, or cause to be taken, such other actions as may be necessary to effect the foregoing. (b) The provisions of Section 2.7(a2.04(a) shall not apply to any of the following agreements, arrangements, commitments or understandings (or to any of the provisions thereof): (i) this Agreement and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by any of the Parties parties hereto or any of the members of their respective Groups or to be continued from and after the Effective TimeGroups); (ii) any agreements, arrangements, orders, commitments or understandings listed or described on Schedule 2.7(b)(ii2.04(b)(ii); (iii) any agreements, arrangements, commitments or understandings to which any Third Party Person other than the parties hereto and their respective Affiliates is a party thereto (including it being understood that to the extent that the rights and obligations of the parties and the members of their respective Groups under any Shared Contractssuch agreements, arrangements, commitments or understandings constitute Zimmer Assets or Zimmer Liabilities, they shall be assigned pxxxxxxt to Sectiox 0.00); (iv) any intercompany accounts payable or accounts receivable accrued as of the Effective Time that are reflected in the books and records of the Parties or otherwise documented in writing in accordance with past practices, which shall be settled in the manner contemplated by Section 2.7(c); (v) any agreements, arrangements, commitments or understandings to which any non-wholly owned Subsidiary of UTC, Carrier Bristol-Myers Squibb or XxxxZimmer, as the case may be, is a party partx (it being understood that directors’ xx xxxxx xnderstood txxx xxrectors' qualifying shares or similar interests will be disregarded for purposes of determining whether a Subsidiary is wholly owned); and (viv) any agreements for other agreements, arrangements, commitments or understandings that this Agreement or any Ancillary Agreement expressly contemplates will survive the sale, lease, construction or receipt of goods, property or services purchased, obtained or used in the ordinary course of business by a member of any Group from a member of another Group prior to the Effective TimeDistribution Date. (c) All of the intercompany accounts receivable and accounts payable between any member of a Party’s Group, on the one hand, and any member of another Party’s Group, on the other hand, outstanding as of the Effective Time shall, as promptly as practicable after the Effective Time, be repaid, settled or otherwise eliminated in a manner as determined by UTC in its sole and absolute discretion (acting in good faith).

Termination of Agreements. (a) Except as set forth in Section 2.7(b2.04(b), in furtherance of the releases and other provisions of Section 4.15.01 hereof, each effective as of UTCthe Effective Time, Carrier and Otis Teledyne Technologies and each member of their the Teledyne Technologies Group, on the one hand, and each of ATI and the respective Groups members of the ATI Group, on the other hand, hereby terminate any and all agreements, arrangements, commitments or understandings, whether or not in writing, between or among a Party Teledyne Technologies and/or any member of such Party’s the Teledyne Technologies Group, on the one hand, and another Party and/or ATI or any member of such other Party’s the ATI Group, on the other hand, including (except as set forth in Schedule 2.04(a)) any intercompany accounts payable or accounts receivable accrued as of the Effective Time that are reflected in the books and records of the parties or otherwise documented in writing in accordance with past practices; provided, however, to the extent that the termination of any such agreement, arrangement, commitment or understanding is inconsistent with any Ancillary Agreement, such termination shall be effective as of the date of effectiveness of the applicable Effective TimeAncillary Agreement. No such terminated agreement, arrangement, commitment or understanding (including any provision thereof that which purports to survive termination) shall be of any further force or effect after the Effective TimeTime (or, to the extent contemplated by the proviso to the immediately preceding sentence, after the effective time of the applicable Ancillary Agreement). Each Party party shall, at the reasonable request of the any other Partyparty, take, or cause to be taken, such other actions as may be necessary to effect the foregoing. (b) The provisions of Section 2.7(a2.04(a) shall not apply to any of the following agreements, arrangements, commitments or understandings (or to any of the provisions thereof): (i) this Agreement and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by any of the Parties parties hereto or any of the members of their respective Groups or to be continued from and after the Effective TimeGroups); (ii) any agreements, arrangements, commitments or understandings listed or described on Schedule 2.7(b)(ii2.04(b)(ii); (iii) any agreements, arrangements, commitments or understandings to which any Third Party is a party thereto (including any Shared Contracts); (iv) any intercompany accounts payable or accounts receivable accrued as of Person other than the Effective Time that are reflected in the books parties hereto and records of the Parties or otherwise documented in writing in accordance with past practices, which shall be settled in the manner contemplated by Section 2.7(c); (v) any agreements, arrangements, commitments or understandings to which any non-wholly owned Subsidiary of UTC, Carrier or Xxxx, as the case may be, their respective Affiliates is a party (it being understood that directors’ qualifying shares to the extent that the rights and obligations of the parties and the members of their respective Groups under any such agreements, arrangements, commitments or similar interests will understandings constitute Teledyne Technologies Assets or Teledyne Technologies Liabilities, they shall be disregarded for purposes of determining whether a Subsidiary is wholly ownedassigned and assumed pursuant to Section 2.01); and (viiv) any agreements for the saleother agreements, leasearrangements, construction commitments or receipt of goods, property understandings that this Agreement or services purchased, obtained or used in the ordinary course of business by a member of any Group from a member of another Group prior to Ancillary Agreement expressly contemplates will survive the Effective Time. (c) All of the intercompany accounts receivable and accounts payable between any member of a Party’s Group, on the one hand, and any member of another Party’s Group, on the other hand, outstanding as of the Effective Time shall, as promptly as practicable after the Effective Time, be repaid, settled or otherwise eliminated in a manner as determined by UTC in its sole and absolute discretion (acting in good faith).

Termination of Agreements. (a) Except as set forth in Section 2.7(b2.04(b), in furtherance of the releases and other provisions of Section 4.15.01 hereof, each of UTC, Carrier and Otis the Corporation and each member of their respective Groups Person in the Corporation Group, on the one hand, and the LLC and each Person in the LLC Group, on the other hand, hereby terminate any and all agreements, arrangements, commitments or understandings, whether or not in writing, between or among a Party the Corporation and/or any member of such Party’s Person in the Corporation Group, on the one hand, and another Party the LLC and/or any member of such other Party’s Person in the LLC Group, on the other hand, effective as of the applicable Effective TimeSeparation Date. No such terminated agreement, arrangement, commitment or understanding (including any provision thereof that which purports to survive termination) shall be of any further force or effect after the Effective TimeSeparation Date. Each Party party shall, at the reasonable request of the any other Partyparty, take, or cause to be taken, such other actions as may be necessary to effect the foregoing. (b) The provisions of Section 2.7(a2.04(a) shall not apply to any of the following agreements, arrangements, commitments or understandings (or to any of the provisions thereof): (i) this Agreement and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by any of the Parties parties hereto or any of the members of Person in their respective Groups or to be continued from and after the Effective TimeGroups); (ii) any agreements, arrangements, commitments or understandings listed or described on Schedule 2.7(b)(ii2.04(b)(ii); (iii) any agreements, arrangements, commitments or understandings to which any Third Party is a party thereto (including any Shared Contracts); (iv) any intercompany accounts payable or accounts receivable accrued as of Person other than the Effective Time that are reflected in the books parties hereto and records of the Parties or otherwise documented in writing in accordance with past practices, which shall be settled in the manner contemplated by Section 2.7(c); (v) any agreements, arrangements, commitments or understandings to which any non-wholly owned Subsidiary of UTC, Carrier or Xxxx, as the case may be, their respective Affiliates is a party (it being understood that directors’ qualifying shares to the extent that the rights and obligations of the parties and the Persons in their respective Groups under any such agreements, arrangements, commitments or similar interests will understandings constitute Contributed Assets or Contributed Liabilities, they shall be disregarded for purposes of determining whether a Subsidiary is wholly ownedassigned pursuant to Section 2.01); and (viiv) any agreements for other agreements, arrangements, commitments or understandings that this Agreement or any Ancillary Agreement expressly contemplates will survive the sale, lease, construction or receipt of goods, property or services purchased, obtained or used in the ordinary course of business by a member of any Group from a member of another Group prior to the Effective TimeSeparation Date. (c) All of the intercompany accounts receivable and accounts payable between any member of a Party’s Group, on the one hand, and any member of another Party’s Group, on the other hand, outstanding as of the Effective Time shall, as promptly as practicable after the Effective Time, be repaid, settled or otherwise eliminated in a manner as determined by UTC in its sole and absolute discretion (acting in good faith).

Termination of Agreements. (a) Except as set forth in Section 2.7(b2.8(b), in furtherance of the releases and other provisions of Section 4.1the Indemnification and Release Agreement, each of UTC, Carrier and Otis Civeo and each member of their respective Groups the Civeo Group, on the one hand, and Oil States and each member of the Oil States Group, on the other hand, hereby terminate any and all agreements, arrangements, commitments or understandings, whether or not in writing, between or among a Party Civeo and/or any member of such Party’s Groupthe Civeo Group and/or any entity that shall be a member of the Civeo Group as of the Distribution Date, on the one hand, and another Party Oil States and/or any member of such the Oil States Group (other Party’s Groupthan entities that shall be members of the Civeo Group as of the Distribution Date), on the other hand, effective as of the applicable Effective TimeDistribution Date. No such terminated agreement, arrangement, commitment or understanding (including any provision thereof that which purports to survive termination) shall be of any further force or effect after the Effective TimeDistribution Date. Each Party party shall, at the reasonable request of the any other Partyparty, take, or cause to be taken, such other actions as may be necessary to effect the foregoing. (b) The provisions of Section 2.7(a2.8(a) shall not apply to any of the following agreements, arrangements, commitments or understandings (or to any of the provisions thereof): (i) this Agreement and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by any of the Parties parties hereto or any of the members of their respective Groups or to be continued from and after the Effective TimeGroups); (ii) any agreements, arrangements, commitments or understandings listed to which any Person other than the parties hereto and the members of their respective Groups is a party (it being understood that to the extent that the rights and obligations of the parties and the members of their respective Groups under any such agreements, arrangements, commitments or described on Schedule 2.7(b)(iiunderstandings constitute Civeo Assets or Civeo Liabilities, they shall be assigned pursuant to Section 2.1); (iii) any agreements, arrangements, commitments or understandings to which any Third Party is a party thereto (including any Shared Contracts); (iv) any intercompany accounts payable or accounts receivable accrued as member of the Effective Time that are reflected in the books and records of the Parties Oil States Group or otherwise documented in writing in accordance with past practicesCiveo Group, which shall be settled in the manner contemplated by Section 2.7(c); (v) any agreements, arrangements, commitments or understandings to which any non-other than a wholly owned Subsidiary of UTC, Carrier Oil States or XxxxCiveo, as the case may be, is a party (it being understood that directors’ qualifying shares or similar interests will be disregarded for purposes of determining whether a Subsidiary is wholly owned); (iv) any Shared Contracts; and (viv) any agreements for other agreements, arrangements, commitments or understandings that this Agreement or any Ancillary Agreement expressly contemplates will survive the sale, lease, construction or receipt of goods, property or services purchased, obtained or used in the ordinary course of business by a member of any Group from a member of another Group prior to the Effective TimeDistribution Date. (c) All of the intercompany accounts receivable and accounts payable between any member of a Party’s Group, on the one hand, and any member of another Party’s Group, on the other hand, outstanding as of the Effective Time shall, as promptly as practicable after the Effective Time, be repaid, settled or otherwise eliminated in a manner as determined by UTC in its sole and absolute discretion (acting in good faith).

Termination of Agreements. (a) Except as set forth in Section 2.7(b2.4(b), in furtherance of the releases and other provisions of Section 4.15.1 hereof, each of UTC, Carrier and Otis Agere and each member of their respective Groups the Agere Group, on the one hand, and Lucent and each member of the Lucent Group, on the other hand, hereby terminate any and all agreements, arrangements, commitments or understandings, whether or not in writing, between or among a Party Agere and/or any member of such Party’s the Agere Group, on the one hand, and another Party Lucent and/or any member of such other Party’s the Lucent Group, on the other hand, effective as of the applicable Effective Timedate hereof. No such terminated agreement, arrangement, commitment or understanding (including any provision thereof that which purports to survive termination) shall be of any further force or effect after the Effective Timedate hereof. Each Party party shall, at the reasonable request of the any other Partyparty, take, or cause to be taken, such other actions as may be necessary to effect the foregoing. (b) The provisions of Section 2.7(a2.4(a) shall not apply to any of the following agreements, arrangements, commitments or understandings (or to any of the provisions thereof): (i) this Agreement and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by any of the Parties parties hereto or any of the members of their respective Groups or to be continued from and after the Effective TimeGroups); (ii) any agreements, arrangements, commitments or understandings listed or described on Schedule 2.7(b)(ii2.4(b)(ii); (iii) any agreements, arrangements, commitments or understandings to which any Third Party Person other than the parties hereto and their respective Affiliates is a party thereto (including it being understood that to the extent that the rights and obligations of the parties and the members of their respective Groups under any Shared Contractssuch agreements, arrangements, commitments or understandings constitute Agere Assets or Agere Liabilities, they shall be assigned pursuant to Section 2.1); (iv) any intercompany accounts payable or accounts receivable accrued as of the Effective Time Closing Date that are reflected in the books and records of the Parties parties or otherwise documented in writing in accordance with past practices, which shall be settled in the manner contemplated by Section 2.7(c); (v) any agreements, arrangements, commitments or understandings to which any non-wholly owned Subsidiary of UTC, Carrier Lucent or XxxxAgere, as the case may be, is a party (it being understood that directors’ ' qualifying shares or similar interests will be disregarded for purposes of determining whether a Subsidiary is wholly owned); and (vi) any written Tax sharing or Tax allocation agreements for the sale, lease, construction or receipt of goods, property or services purchased, obtained or used in the ordinary course of business by a member of any Group from a member of another Group prior to the Effective Time. (c) All of the intercompany accounts receivable and accounts payable between any member of a Party’s Group, on the one hand, and any member of another Party’s Group, on the other hand, outstanding as of the Effective Time shall, as promptly as practicable after the Effective Time, be repaid, settled or otherwise eliminated in a manner as determined by UTC in its sole and absolute discretion (acting in good faith).which

Termination of Agreements. (a) Except as set forth in Section 2.7(b2.04(b), in furtherance as of the releases and other provisions of Section 4.1Distribution Date, each of UTC, Carrier and Otis AT&T and each member of their respective Groups hereby the AT&T Communications Group, on the one hand, and AT&T Broadband and each member of the AT&T Broadband Group, on the other hand, shall terminate any and all agreements, arrangements, commitments or understandings, whether or not in writing, between or among a Party AT&T and/or any member of such Party’s the AT&T Communications Group, on the one hand, and another Party AT&T Broadband and/or any member of such other Party’s the AT&T Broadband Group, on the other hand, effective as of the applicable Effective TimeDistribution Date. No such terminated agreement, arrangement, commitment or understanding (including any provision thereof that purports to survive termination) shall be of any further force or effect after the Effective TimeDistribution Date. Each Party party shall, at the reasonable request of the any other Partyparty, take, or cause to be taken, such other actions as may be necessary to effect the foregoing. (b) The provisions of Section 2.7(a2.04(a) shall not apply to any of the following agreements, arrangements, commitments or understandings (or to any of the provisions thereof): ): (i) this Agreement and the other Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any other Ancillary Agreement to be entered into by any of the Parties parties hereto or any of the members of their respective Groups or to be continued from and after the Effective TimeGroups); ; (ii) any agreements, arrangements, commitments or understandings listed or described on Schedule 2.7(b)(ii2.04(b)(ii)(A); PROVIDED that the agreements set forth in Schedule 2.04(b)(ii)(B) shall be amended on the Distribution Date as set forth on such Schedule; (iii) any agreements, arrangements, commitments or understandings listed or described on Schedule 2.04(b)(iii) to which any Third Party Person other than the parties hereto and their respective wholly owned Affiliates is a party thereto (including it being understood that to the extent that the rights and obligations of the parties and the members of their respective Groups under any Shared Contractssuch agreements, arrangements, commitments or understandings constitute AT&T Broadband Assets or AT&T Broadband Liabilities, they shall be assigned pursuant to Section 2.01); ; (iv) any intercompany accounts payable or accounts receivable arising in the ordinary course of business and accrued as of the Effective Time Distribution Date that are reflected in the books and records of the Parties parties or otherwise documented in writing in accordance with past practicespractices (regardless of whether such intercompany accounts payable or accounts receivable accrued under an agreement, which shall arrangement, commitment or understanding that terminated pursuant to Section 2.04(a)); PROVIDED THAT, subject to Section 3.02, AT&T or AT&T Broadband, as the case may be, will pay or cause to be settled paid such intercompany accounts payable promptly when due; (v) except as otherwise provided in the manner contemplated by Section 2.7(c); Tax Sharing Agreement, any written Tax sharing or Tax allocation agreements to which any member of any Group is a party; (vvi) any agreements, arrangements, commitments or understandings listed or described on Schedule 2.04(b)(vi) to which any non-wholly owned Subsidiary or Affiliate of UTC, Carrier AT&T or XxxxAT&T Broadband, as the case may be, is a party (it being understood that directors’ ' qualifying shares or similar interests will be disregarded for purposes of determining whether a Subsidiary is wholly owned); and ; (vivii) any agreements for the saleagreements, leasearrangements, construction commitments or receipt of goodsunderstandings that (A) either any Ancillary Agreement or any other agreement, property arrangement, commitment or services purchased, obtained or used in the ordinary course of business by a member of any Group from a member of another Group prior understanding that pursuant to the Effective Time. (c) All terms of this Section is not to be terminated as of the intercompany accounts receivable and accounts payable between Distribution Date contemplates will be entered into or made on or after the date hereof or (B) are otherwise necessary to implement the transactions contemplated by any of the foregoing clauses or that implement term sheets contemplated by any of the foregoing clauses on terms not materially less advantageous to any member of a Party’s the AT&T Broadband Group, on the one hand, and any member of another Party’s Group, on the other hand, outstanding as ; PROVIDED THAT each of the Effective Time shallagreements, as promptly as practicable after arrangements, commitments or understandings referred in this clause (vii) must be in form and substance reasonably satisfactory to Comcast; and (viii) any other agreements, arrangements, commitments or understandings that this Agreement or any other Ancillary Agreement expressly contemplates will survive the Effective Time, be repaid, settled or otherwise eliminated in a manner as determined by UTC in its sole and absolute discretion (acting in good faith)Distribution Date.

Termination of Agreements. (a) Except as set forth in Section 2.7(b2.4(b), in furtherance of the releases and other provisions of Section 4.1, each of UTC, Carrier and Otis Brands and each member of their respective Groups the Brands Group, on the one hand, and Alon USA and each member of the Alon USA Group, on the other hand, hereby terminate any and all agreements, arrangements, commitments or understandings, whether or not in writing, between or among a Party and/or Brands or any member of such Party’s the Brands Group, on the one hand, and another Party and/or Alon USA or any member of such other Party’s the Alon USA Group, on the other hand, effective as of the applicable Effective TimeClosing Date. No such terminated agreement, arrangement, commitment or understanding (including any provision thereof that which purports to survive termination) shall be of any further force or effect after the Effective TimeClosing Date. Each Party party shall, at the reasonable request of the any other Partyparty, take, or cause to be taken, such other actions as may be necessary to effect the foregoing. (b) The provisions of Section 2.7(a2.4(a) shall not apply to any of the following agreements, arrangements, commitments or understandings (or to any of the provisions thereof): ): (i) this Agreement and the Ancillary Agreements Transaction Documents (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement Transaction Document to be entered into or continued by any either of the Parties parties or any of the members of their respective Groups or to be continued from and after the Effective TimeGroups); ; (ii) the agreements, arrangements, commitments and understandings listed or described on Schedule 2.4(b)(ii); (iii) any guarantees, indemnification obligations, surety bonds and other credit support agreements, arrangements, commitments or understandings listed or described on Schedule 2.7(b)(ii(the “Alon USA Guarantees”); ; (iiiiv) any agreements, arrangements, commitments or understandings to which any Third Party is a party thereto (including any Shared Contracts); (iv) any intercompany accounts payable or accounts receivable accrued as of Person other than the Effective Time that are reflected in the books parties and records of the Parties or otherwise documented in writing in accordance with past practices, which shall be settled in the manner contemplated by Section 2.7(c); (v) any agreements, arrangements, commitments or understandings to which any non-wholly owned Subsidiary of UTC, Carrier or Xxxx, as the case may be, their respective Affiliates is a party (it being understood that directors’ qualifying shares to the extent that the rights and obligations of the parties and the members of their respective Groups under any such agreements, arrangements, commitments or similar interests will understandings constitute Brands Assets or Brands Liabilities, they shall be disregarded for purposes of determining whether a Subsidiary is wholly ownedallocated pursuant to Section 2.1); and and (viv) any agreements for other agreements, arrangements, commitments or understandings that this Agreement or any Transaction Document expressly contemplates will survive the sale, lease, construction or receipt of goods, property or services purchased, obtained or used in the ordinary course of business by a member of any Group from a member of another Group prior to the Effective TimeClosing Date. (c) All of the intercompany accounts receivable and accounts payable between any member of a Party’s Group, on the one hand, and any member of another Party’s Group, on the other hand, outstanding as of the Effective Time shall, as promptly as practicable after the Effective Time, be repaid, settled or otherwise eliminated in a manner as determined by UTC in its sole and absolute discretion (acting in good faith).

Termination of Agreements. (a) Except as set forth in Section 2.7(b)2.03(b) or Section 2.03(b) or as otherwise provided by the Plan of Reorganization, in furtherance of the releases and other provisions of Section 4.16.01, each effective as of UTCthe Distribution, Carrier and Otis SpinCo and each other member of their respective Groups hereby terminate any and all agreements, arrangements, commitments or understandings, whether or not in writing, between or among a Party and/or any member of such Party’s the SpinCo Group, on the one hand, and another Party and/or any Honeywell and each other member of such other Party’s the Honeywell Group, on the other hand, effective hereby terminate any and all Contracts, arrangements, commitments and understandings, oral or written between such parties and in existence as of the applicable Effective TimeDistribution Date (“Intercompany Agreements”), including all intercompany accounts payable or accounts receivable in effect or accrued as of the Distribution Date (“Intercompany Accounts”). No such terminated agreement, arrangement, commitment Intercompany Agreement or understanding Intercompany Account (including any provision thereof that purports to survive termination) shall be of any further force or effect after the Effective TimeDistribution Date. Each Party shall, at the reasonable request of the other Party, take, or cause to be taken, such other actions as may be necessary to effect the foregoing. The Parties, on behalf of the members of their respective Groups, hereby waive any advance notice provision or other termination requirements with respect to any Intercompany Agreement. (b) The provisions of Section 2.7(a2.03(a) shall not apply to any of the following agreements, arrangements, commitments Intercompany Agreements or understandings Intercompany Accounts (or to any of the provisions thereof): (i) this Agreement and the Ancillary Agreements (and each other agreement Intercompany Agreement or instrument Intercompany Account expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by any of the Parties either Party or any other member of the members of their respective Groups or to be continued from and after the Effective Timeits Group); (ii) any agreementsIntercompany Agreements to which any third party is a party, arrangements, commitments or understandings listed or described on Schedule 2.7(b)(ii)including any Shared Contracts; (iii) any agreements, arrangements, commitments other Intercompany Agreements or understandings to which Intercompany Accounts that this Agreement or any Third Party is a party thereto (including any Shared Contracts); (iv) any intercompany accounts payable or accounts receivable accrued as of Ancillary Agreement expressly contemplates will survive the Effective Time that are reflected in the books and records of the Parties or otherwise documented in writing in accordance with past practices, which shall be settled in the manner contemplated by Section 2.7(c); (v) any agreements, arrangements, commitments or understandings to which any non-wholly owned Subsidiary of UTC, Carrier or Xxxx, as the case may be, is a party (it being understood that directors’ qualifying shares or similar interests will be disregarded for purposes of determining whether a Subsidiary is wholly owned)Distribution Date; and (vi) any agreements for the sale, lease, construction or receipt of goods, property or services purchased, obtained or used in the ordinary course of business by a member of any Group from a member of another Group prior to the Effective Timethose Intercompany Agreements set forth on Schedule XIV. (c) All In connection with the termination of Intercompany Accounts described in Section 2.03(a), each of Honeywell and SpinCo shall cause each Intercompany Account between a member of the intercompany accounts receivable and accounts payable between any member of a Party’s SpinCo Group, on the one hand, and any a member of another Party’s the Honeywell Group, on the other hand, outstanding as of the Effective Time shallclose of business on the business day immediately prior to the date of the Distribution to be settled on a net basis (whether via a dividend, a capital contribution, a combination of the foregoing or as otherwise agreed), in each case prior to the close of business on the date of the Distribution (except for any such intercompany payables or receivables arising pursuant to an Ancillary Agreement or any other Intercompany Agreement that this Agreement or any Ancillary Agreement expressly contemplates will survive the Distribution Date, which shall instead be settled in accordance with the terms of such Ancillary Agreement or other Intercompany Agreement); provided that all intercompany balances set forth on Schedule XXII shall be forgiven without any settlement or other action on the part of either of the Parties or the respective members of their respective Groups. (i) Honeywell and SpinCo each agrees to take, or cause the respective members of their respective Groups to take, prior to the Distribution (or as promptly as reasonably practicable thereafter), all actions necessary to amend all contracts or agreements governing (x) the Honeywell Accounts so that such Honeywell Accounts, if linked (whether by automatic withdrawal, automatic deposit or any other authorization to transfer funds from or to, hereinafter “linked”) to any SpinCo Account, are de-linked from such SpinCo Accounts and (y) the SpinCo Accounts so that such SpinCo Accounts, if linked to any Honeywell Account, are de-linked from such Honeywell Accounts. (ii) With respect to any outstanding checks issued by, or payments made by, Honeywell, SpinCo or any of their respective Subsidiaries prior to the Distribution, such outstanding checks shall be honored from and after the Effective TimeDistribution by the Person or Group owning the account on which the check is drawn, without limiting the ultimate allocation of Liability for such amounts under this Agreement or any Ancillary Agreement. (iii) As between Honeywell and SpinCo (and the members of their respective Groups), except to the extent prohibited by applicable Law or a Determination, all payments and reimbursements received after the Distribution by either Party (or a member of its Group) to which the other Party (or a member of its Group) is entitled under this Agreement, shall be repaidheld by such Party (or the applicable member of its Group) in trust for the use and benefit of the Person entitled thereto and, settled within sixty (60) days of receipt by such Party (or otherwise eliminated the applicable member of its Group) of any such payment or reimbursement, such Party shall pay over, or shall cause the applicable member of its Group to pay over to the other Party (or the applicable member of its Group), the amount of such payment or reimbursement without right of setoff. (e) Each of Honeywell and SpinCo shall, and shall cause their respective Subsidiaries to, take all necessary actions to remove each of SpinCo and SpinCo’s Subsidiaries from all Cash Management Arrangements to which it is a party, in a manner as determined by UTC in its sole and absolute discretion (acting in good faith)each case prior to the close of business on the business day immediately prior to the Distribution Date.

Termination of Agreements. (a) Except as set forth in Section 2.7(b2.5(b), in furtherance of the releases and other provisions of Section 4.15.1 hereof, each of UTC, Carrier and Otis the Company and each member of their respective Groups the Company Group, on the one hand, and Parent and each member of the Parent Group, on the other hand, hereby terminate agrees to terminate, any and all agreements, arrangements, commitments or understandings, whether or not in writing, between or among a Party the Company and/or any member of such Party’s the Company Group, on the one hand, and another Party Parent and/or any member of such other Party’s the Parent Group, on the other hand, on or before the Offerings Closing Date; PROVIDED, HOWEVER, that to the extent any such agreement, arrangement, commitment or understanding is inconsistent with any Ancillary Agreement, such termination shall be effective as of the date of effectiveness of the applicable Effective TimeAncillary Agreement. No such terminated agreement, arrangement, commitment or understanding (including any provision thereof that which purports to survive termination) shall be of any further force or effect after the Effective TimeOfferings Closing Date (or, to the extent contemplated by the proviso to the immediately preceding sentence, after the effective date of the applicable Ancillary Agreement). Each Party party shall, at the reasonable request of the any other Partyparty, take, or cause to be taken, such other actions as may be necessary to effect the foregoing. (b) The provisions of Section 2.7(a2.5(a) shall not apply to any of the following agreements, arrangements, commitments or understandings (or to any of the provisions thereof): (i) this Agreement and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by any of the Parties parties hereto or any of the members of their respective Groups or to be continued from and after the Effective TimeGroups); (ii) any agreements, arrangements, commitments or understandings listed or described on Schedule 2.7(b)(iiSCHEDULE 2.5(b)(ii); (iii) any agreements, arrangements, commitments or understandings to which any Third Party Person other than the parties hereto and their respective Affiliates is a party thereto (including it being understood that to the extent that the rights and obligations of the parties and the members of their respective Groups under any Shared Contractssuch agreements, arrangements, commitments or understandings constitute Company Assets or Company Liabilities, they shall be assigned pursuant to Section 2.2); (iv) any intercompany accounts payable or accounts receivable accrued as of the Effective Time Offerings Closing Date that are reflected in the books and records of the Parties parties or otherwise documented in writing in accordance with past practices, which shall be settled in the manner contemplated by Section 2.7(c); and (v) any other agreements, arrangements, commitments or understandings to which that this Agreement or any non-wholly owned Subsidiary of UTC, Carrier or Xxxx, as Ancillary Agreement expressly contemplates will survive the case may be, is a party (it being understood that directors’ qualifying shares or similar interests will be disregarded for purposes of determining whether a Subsidiary is wholly owned); and (vi) any agreements for the sale, lease, construction or receipt of goods, property or services purchased, obtained or used in the ordinary course of business by a member of any Group from a member of another Group prior to the Effective TimeOfferings Closing Date. (c) All of the intercompany accounts receivable and accounts payable between any member of a Party’s Group, on the one hand, and any member of another Party’s Group, on the other hand, outstanding as of the Effective Time shall, as promptly as practicable after the Effective Time, be repaid, settled or otherwise eliminated in a manner as determined by UTC in its sole and absolute discretion (acting in good faith).

Termination of Agreements. (a) Except as set forth in Section 2.7(b2.5(b), in furtherance of the releases and other provisions of Section 4.14.1 hereof, each of UTC, Carrier and Otis the Company and each member of their respective Groups the Company Group, on the one hand, and Parent and each member of the Parent Group, on the other hand, hereby agrees to terminate any and all agreements, arrangements, commitments or understandings, whether or not in writing, between or among a Party the Company and/or any member of such Party’s the Company Group, on the one hand, and another Party Parent and/or any member of such other Party’s the Parent Group, on the other hand, on or before the Distribution Date; PROVIDED, HOWEVER, that to the extent any such agreement, arrangement, commitment or understanding is inconsistent with any Ancillary Agreement, such termination shall be effective as of the date of effectiveness of the applicable Effective TimeAncillary Agreement. No such terminated agreement, arrangement, commitment or understanding (including any provision thereof that which purports to survive termination) shall be of any further force or effect after the Effective TimeDistribution Date (or, to the extent contemplated by the proviso to the immediately preceding sentence, after the effective date of the applicable Ancillary Agreement). Each Party party shall, at the reasonable request of the any other Partyparty, take, or cause to be taken, such other actions as may be necessary to effect the foregoing. (b) The provisions of Section 2.7(a2.5(a) shall not apply to any of the following agreements, arrangements, commitments or understandings (or to any of the provisions thereof): (i) this Agreement and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by set forth in this Agreement or any Ancillary Agreement to be entered into by any of the Parties parties hereto or any of the members of their respective Groups or to be continued from and after the Effective TimeGroups); (ii) any agreements, arrangements, commitments or understandings listed or described on Schedule 2.7(b)(iiSCHEDULE 2.5(b)(ii); (iii) any agreements, arrangements, commitments or understandings to which any Third Party Person other than the parties hereto and their respective Affiliates is a party thereto (including it being understood that to the extent that the rights and obligations of the parties and the members of their respective Groups under any Shared Contractssuch agreements, arrangements, commitments or understandings constitute Company Assets or Company Liabilities, they shall be assigned pursuant to Section 2.2); (iv) any intercompany accounts payable or accounts receivable accrued as of the Effective Time Distribution Date that are reflected in the books and records of the Parties parties or otherwise documented in writing in accordance with past practices, which shall be settled in the manner contemplated by Section 2.7(c); and (v) any other agreements, arrangements, commitments or understandings to which that this Agreement or any non-wholly owned Subsidiary of UTC, Carrier or Xxxx, as Ancillary Agreement states will survive the case may be, is a party (it being understood that directors’ qualifying shares or similar interests will be disregarded for purposes of determining whether a Subsidiary is wholly owned); and (vi) any agreements for the sale, lease, construction or receipt of goods, property or services purchased, obtained or used in the ordinary course of business by a member of any Group from a member of another Group prior to the Effective TimeDistribution Date. (c) All of the intercompany accounts receivable and accounts payable between any member of a Party’s Group, on the one hand, and any member of another Party’s Group, on the other hand, outstanding as of the Effective Time shall, as promptly as practicable after the Effective Time, be repaid, settled or otherwise eliminated in a manner as determined by UTC in its sole and absolute discretion (acting in good faith).

Termination of Agreements. (a) Except as set forth in Section 2.7(b), in furtherance of the releases and other provisions of Section 4.1this Agreement, each of UTC, Carrier and Otis CRC and each member of their respective Groups the CRC Group, on the one hand, and OPC and each member of the OPC Group, on the other hand, hereby terminate any and all agreements, arrangements, commitments or understandings, whether or not in writing, between or among a Party CRC and/or any member of such Party’s Groupthe CRC Group and/or any entity that shall be a member of the CRC Group as of the Distribution Date, on the one hand, and another Party OPC and/or any member of such the OPC Group (other Party’s Groupthan entities that shall be members of the CRC Group as of the Distribution Date), on the other hand, effective as of the applicable Effective TimeDistribution Date. No such terminated agreement, arrangement, commitment or understanding (including any provision thereof that which purports to survive termination) shall be of any further force or effect after the Effective TimeDistribution Date. Each Party party shall, at the reasonable request of the other Partyparty, take, or cause to be taken, such other actions as may be necessary to effect the foregoing. (b) The provisions of Section 2.7(a) shall not apply to any of the following agreements, arrangements, commitments or understandings (or to any of the provisions thereof): (i) this Agreement and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by any of the Parties parties hereto or any of the members of their respective Groups or to be continued from and after the Effective TimeGroups); (ii) any agreements, arrangements, commitments or understandings listed or described on Schedule 2.7(b)(ii); (iii) any agreements, arrangements, commitments or understandings to which any Third Party Person other than the parties hereto and the members of their respective Groups is a party thereto (including it being understood that to the extent that the rights and obligations of the parties and the members of their respective Groups under any Shared Contractssuch agreements, arrangements, commitments or understandings constitute CRC Assets or CRC Liabilities, they shall be assigned pursuant to Section 2.1); (iv) any intercompany accounts payable or accounts receivable accrued as of the Effective Time that are reflected in the books and records of the Parties or otherwise documented in writing in accordance with past practices, which shall be settled in the manner contemplated by Section 2.7(c); (v) any agreements, arrangements, commitments or understandings to which any non-member of the OPC Group or CRC Group, other than OPC, CRC or a wholly owned Subsidiary of UTC, Carrier OPC or XxxxCRC, as the case may be, is a party (it being understood that directors’ qualifying shares or similar interests will be disregarded for purposes of determining whether a Subsidiary is wholly owned); (v) any Shared Contracts; and (vi) any agreements for other agreements, arrangements, commitments or understandings that this Agreement or any Ancillary Agreement expressly states will survive the sale, lease, construction or receipt of goods, property or services purchased, obtained or used in the ordinary course of business by a member of any Group from a member of another Group prior to the Effective TimeDistribution Date. (c) All of the intercompany accounts receivable and accounts payable between any member of a Party’s Group, on the one hand, and any member of another Party’s Group, on the other hand, outstanding as of the Effective Time shall, as promptly as practicable after the Effective Time, be repaid, settled or otherwise eliminated in a manner as determined by UTC in its sole and absolute discretion (acting in good faith).

Termination of Agreements. (a) Except as set forth in Section 2.7(b)2.03(b) or Section 2.03(b) or as otherwise provided by the Plan of Reorganization, in furtherance of the releases and other provisions of Section 4.16.01, each effective as of UTCthe Distribution, Carrier and Otis SpinCo and each other member of their respective Groups hereby terminate any and all agreements, arrangements, commitments or understandings, whether or not in writing, between or among a Party and/or any member of such Party’s the SpinCo Group, on the one hand, and another Party and/or any Honeywell and each other member of such other Party’s the Honeywell Group, on the other hand, effective hereby terminate any and all Contracts, arrangements, commitments and understandings, oral or written between such parties and in existence as of the applicable Effective TimeDistribution Date (“Intercompany Agreements”), including all intercompany accounts payable or accounts receivable in effect or accrued as of the Distribution Date (“Intercompany Accounts”). No such terminated agreement, arrangement, commitment Intercompany Agreement or understanding Intercompany Account (including any provision thereof that purports to survive termination) shall be of any further force or effect after the Effective TimeDistribution Date. Each Party shall, at the reasonable request of the other Party, take, or cause to be taken, such other actions as may be necessary to effect the foregoing. The Parties, on behalf of the members of their respective Groups, hereby waive any advance notice provision or other termination requirements with respect to any Intercompany Agreement. (b) The provisions of Section 2.7(a2.03(a) shall not apply to any of the following agreements, arrangements, commitments Intercompany Agreements or understandings Intercompany Accounts (or to any of the provisions thereof): (i) this Agreement and the Ancillary Agreements (and each other agreement Intercompany Agreement or instrument Intercompany Account expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by any of the Parties either Party or any other member of the members of their respective Groups or to be continued from and after the Effective Timeits Group); (ii) any agreementsIntercompany Agreements to which any third party is a party, arrangements, commitments or understandings listed or described on Schedule 2.7(b)(ii)including any Shared Contracts; (iii) any agreements, arrangements, commitments other Intercompany Agreements or understandings to which Intercompany Accounts that this Agreement or any Third Party is a party thereto (including any Shared Contracts); (iv) any intercompany accounts payable or accounts receivable accrued as of Ancillary Agreement expressly contemplates will survive the Effective Time that are reflected in the books and records of the Parties or otherwise documented in writing in accordance with past practices, which shall be settled in the manner contemplated by Section 2.7(c); (v) any agreements, arrangements, commitments or understandings to which any non-wholly owned Subsidiary of UTC, Carrier or Xxxx, as the case may be, is a party (it being understood that directors’ qualifying shares or similar interests will be disregarded for purposes of determining whether a Subsidiary is wholly owned)Distribution Date; and (vi) any agreements for the sale, lease, construction or receipt of goods, property or services purchased, obtained or used in the ordinary course of business by a member of any Group from a member of another Group prior to the Effective Timethose Intercompany Agreements set forth on Schedule XIV. (c) All In connection with the termination of Intercompany Accounts described in Section 2.03(a), each of Honeywell and SpinCo shall cause each Intercompany Account between a member of the intercompany accounts receivable and accounts payable between any member of a Party’s SpinCo Group, on the one hand, and any a member of another Party’s the Honeywell Group, on the other hand, outstanding as of the Effective Time shallclose of business on the business day immediately prior to the date of the Distribution to be settled on a net basis (whether via a dividend, a capital contribution, a combination of the foregoing or as otherwise agreed), in each case prior to the close of business on the date of the Distribution (except for any such intercompany payables or receivables arising pursuant to an Ancillary Agreement or any other Intercompany Agreement that this Agreement or any Ancillary Agreement expressly contemplates will survive the Distribution Date, which shall instead be settled in accordance with the terms of such Ancillary Agreement or other Intercompany Agreement); provided that all intercompany balances set forth on Schedule XXII shall be forgiven without any settlement or other action on the part of either of the Parties or the respective members of their respective Groups. (i) Honeywell and SpinCo each agrees to take, or cause the respective members of their respective Groups to take, prior to the Distribution (or as promptly as reasonably practicable thereafter), all actions necessary to amend all contracts or agreements governing (x) the Honeywell Accounts so that such Honeywell Accounts, if linked (whether by automatic withdrawal, automatic deposit or any other authorization to transfer funds from or to, hereinafter “linked”) to any SpinCo Account, are de-linked from such SpinCo Accounts and (y) the SpinCo Accounts so that such SpinCo Accounts, if linked to any Honeywell Account, are de-linked from such Honeywell Accounts. (ii) With respect to any outstanding checks issued by, or payments made by, Honeywell, SpinCo or any of their respective Subsidiaries prior to the Distribution, such outstanding checks shall be honored from and after the Effective TimeDistribution by the Person or Group owning the account on which the check is drawn, without limiting the ultimate allocation of Liability for such amounts under this Agreement or any Ancillary Agreement. (iii) As between Honeywell and SpinCo (and the members of their respective Groups), except to the extent prohibited by applicable Law or a Determination, all payments and reimbursements received after the Distribution by either Party (or a member of its Group) to which the other Party (or a member of its Group) is entitled under this Agreement, shall be repaidheld by such Party (or the applicable member of its Group) in trust for the use and benefit of the Person entitled thereto and, settled within 60 days of receipt by such Party (or otherwise eliminated the applicable member of its Group) of any such payment or reimbursement, such Party shall pay over, or shall cause the applicable member of its Group to pay over to the other Party (or the applicable member of its Group), the amount of such payment or reimbursement without right of setoff. (e) Each of Honeywell and SpinCo shall, and shall cause their respective Subsidiaries to, take all necessary actions to remove each of SpinCo and SpinCo’s Subsidiaries from all Cash Management Arrangements to which it is a party, in a manner as determined by UTC in its sole and absolute discretion (acting in good faith)each case prior to the close of business on the business day immediately prior to the Distribution Date.

Termination of Agreements. (a) Except as set forth in Section 2.7(b2.8(b), in furtherance of the releases and other provisions of Section 4.15.1, each of UTC, Carrier and Otis the Company and each member of their respective Groups hereby terminate any and all agreements, arrangements, commitments or understandings, whether or not in writing, between or among a Party and/or any member of such Party’s the Company Group, on the one hand, and another Party and/or any ECC and each member of such other Party’s the ECC Group, on the other hand, effective as of the applicable Effective TimeDistribution Date, shall terminate, any and all Contracts (including any intercompany accounts payable or accounts receivable accrued as of the Distribution Date that are reflected in the books and records of the parties or otherwise documented in writing in accordance with past practices), whether or not in writing, between or among the Company and/or any member of the Company Group, on the one hand, and ECC and/or any member of the ECC Group, on the other hand, effective as of the Distribution Date. No such terminated agreement, arrangement, commitment or understanding Contracts (including any provision thereof that which purports to survive termination) shall be of any further force or effect after the Effective TimeDistribution Date. Each Party party hereto shall, at the reasonable request of the any other Partyparty, take, or cause to be taken, such other actions as may be necessary to effect the foregoing. (b) The provisions of Section 2.7(a2.8(a) shall not apply to any of the following agreements, arrangements, commitments or understandings Contracts (or to any of the provisions thereof): ) in: (i) this Agreement and or the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by any of the Parties parties hereto or any of the members of their respective Groups or to be continued from and after the Effective TimeGroups); (ii) any agreementsContracts to which any Person other than the parties hereto and their respective Affiliates is a party (it being understood that to the extent that the rights and obligations of the parties and the members of their respective Groups under any such Contracts constitute Separated Assets or Assumed Liabilities, arrangements, commitments or understandings listed or described on Schedule 2.7(b)(iithey shall be assigned pursuant to Section 2.3); (iii) any agreements, arrangements, commitments or understandings to which any Third Party is a party thereto (including any Shared Contracts); (iv) any intercompany accounts payable or accounts receivable accrued as of the Effective Time that are reflected in the books and records of the Parties or otherwise documented in writing in accordance with past practices, which shall be settled in the manner contemplated by Section 2.7(c); (v) any agreements, arrangements, commitments or understandings Contracts to which any non-wholly owned Subsidiary of UTC, Carrier ECC or Xxxxthe Company, as the case may be, is a party (it being understood that directors’ qualifying shares or similar interests will be disregarded for purposes of determining whether a Subsidiary is wholly owned); and or (viiv) any agreements for other Contracts that this Agreement or any Ancillary Agreement expressly contemplates will survive the sale, lease, construction or receipt of goods, property or services purchased, obtained or used in the ordinary course of business by a member of any Group from a member of another Group prior to the Effective TimeDistribution Date. (c) All of the intercompany accounts receivable and accounts payable between any member of a Party’s Group, on the one hand, and any member of another Party’s Group, on the other hand, outstanding as of the Effective Time shall, as promptly as practicable after the Effective Time, be repaid, settled or otherwise eliminated in a manner as determined by UTC in its sole and absolute discretion (acting in good faith).

Termination of Agreements. (a) Except as set forth in Section 2.7(b)2.02(b) or as otherwise provided by the steps constituting the Internal Transactions, in furtherance of the releases and other provisions of Section 4.15.01, each of UTC, Carrier and Otis BHS and each other member of their respective Groups the BHS Group, on the one hand, and Brink’s and each other member of the Brink’s Group, on the other hand, hereby terminate any and all agreements, arrangements, commitments and understandings (including (i) all intercompany accounts payable or understandingsaccounts receivable (“Intercompany Accounts”) accrued as of the Distribution Date and (ii) the existing sublicenses pursuant to which BHS Inc. and BHS Canada sublicense certain intellectual property from Guarding), whether or not in writing, between or among a Party BHS and/or any other member of such Party’s the BHS Group, on the one hand, and another Party Brink’s and/or any other member of such other Partythe Brink’s Group, on the other hand, effective as of the applicable Effective TimeDistribution Date. No such terminated Intercompany Account, agreement, arrangement, commitment or understanding (including any provision thereof that purports to survive termination) shall be of any further force or effect after the Effective TimeDistribution Date. Each Party shall, at the reasonable request of the other Party, take, or cause to be taken, such other actions as may be necessary to effect the foregoing. (b) The provisions of Section 2.7(a2.02(a) shall not apply to any of the following agreements, arrangements, commitments commitments, understandings or understandings Intercompany Accounts (or to any of the provisions thereof): (i) this Agreement and the Ancillary Agreements (and each other agreement agreement, arrangement, commitment, understanding or instrument Intercompany Account expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by any of the Parties either Party or any other member of the members of their respective Groups or to be continued from and after the Effective Timeits Group); (ii) any existing agreements, arrangements, commitments or understandings listed or described to provide services between a member of the BHS Group, on Schedule 2.7(b)(ii)the one hand, and a member of the Brink’s Group, on the other hand, that have been entered into in the ordinary course of business and on an arms-length basis; (iii) any agreements, arrangements, commitments or understandings to which any Third Party is a party thereto (including any Shared Contractsdescribed in Section 6.01(f); and (iv) any intercompany accounts payable or accounts receivable accrued as of the Effective Time that are reflected in the books and records of the Parties or otherwise documented in writing in accordance with past practices, which shall be settled in the manner contemplated by Section 2.7(c); (v) any other agreements, arrangements, commitments commitments, understandings or understandings to which Intercompany Accounts that this Agreement or any non-wholly owned Subsidiary of UTC, Carrier or Xxxx, as Ancillary Agreement expressly contemplates will survive the case may be, is a party (it being understood that directors’ qualifying shares or similar interests will be disregarded for purposes of determining whether a Subsidiary is wholly owned); and (vi) any agreements for the sale, lease, construction or receipt of goods, property or services purchased, obtained or used in the ordinary course of business by a member of any Group from a member of another Group prior to the Effective TimeDistribution Date. (c) All of the intercompany accounts receivable and accounts payable between any member of a Party’s Group, on the one hand, and any member of another Party’s Group, on the other hand, outstanding as of the Effective Time shall, as promptly as practicable after the Effective Time, be repaid, settled or otherwise eliminated in a manner as determined by UTC in its sole and absolute discretion (acting in good faith).

Termination of Agreements. (a) Except as set forth in Section 2.7(b2.8(b), in furtherance of the releases and other provisions of Section 4.1the Indemnification and Release Agreement, each of UTC, Carrier and Otis Civeo and each member of their respective Groups the Civeo Group, on the one hand, and Oil States and each member of the Oil States Group, on the other hand, hereby terminate any and all agreements, arrangements, commitments or understandings, whether or not in writing, between or among a Party Civeo and/or any member of such Party’s Groupthe Civeo Group and/or any entity that shall be a member of the Civeo Group as of the Distribution Date, on the one hand, and another Party Oil States and/or any member of such the Oil States Group (other Party’s Groupthan entities that shall be members of the Civeo Group as of the Distribution Date), on the other hand, effective as of the applicable Effective TimeDistribution Date. No such terminated agreement, arrangement, commitment or understanding (including any provision thereof that which purports to survive termination) shall be of any further force or effect after the Effective TimeDistribution Date. Each Party party shall, at the reasonable request of the any other Partyparty, take, or cause to be taken, such other actions as may be necessary to effect the foregoing. (b) The provisions of Section 2.7(a2.8(a) shall not apply to any of the following agreements, arrangements, commitments or understandings (or to any of the provisions thereof): (i) this Agreement and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by any of the Parties parties hereto or any of the members of their respective Groups or to be continued from and after the Effective TimeGroups); (ii) any agreements, arrangements, commitments or understandings listed or described on Schedule 2.7(b)(ii2.8(b)(ii); (iii) any agreements, arrangements, commitments or understandings to which any Third Party Person other than the parties hereto and the members of their respective Groups is a party thereto (including it being understood that to the extent that the rights and obligations of the parties and the members of their respective Groups under any Shared Contractssuch agreements, arrangements, commitments or understandings constitute Civeo Assets or Civeo Liabilities, they shall be assigned pursuant to Section 2.1); (iv) any intercompany accounts payable or accounts receivable accrued as of the Effective Time that are reflected in the books and records of the Parties or otherwise documented in writing in accordance with past practices, which shall be settled in the manner contemplated by Section 2.7(c); (v) any agreements, arrangements, commitments or understandings to which any non-member of the Oil States Group or Civeo Group, other than a wholly owned Subsidiary of UTC, Carrier Oil States or XxxxCiveo, as the case may be, is a party (it being understood that directors’ qualifying shares or similar interests will be disregarded for purposes of determining whether a Subsidiary is wholly owned); (v) any Shared Contracts; and (vi) any agreements for other agreements, arrangements, commitments or understandings that this Agreement or any Ancillary Agreement expressly contemplates will survive the sale, lease, construction or receipt of goods, property or services purchased, obtained or used in the ordinary course of business by a member of any Group from a member of another Group prior to the Effective TimeDistribution Date. (c) All of the intercompany accounts receivable and accounts payable between any member of a Party’s Group, on the one hand, and any member of another Party’s Group, on the other hand, outstanding as of the Effective Time shall, as promptly as practicable after the Effective Time, be repaid, settled or otherwise eliminated in a manner as determined by UTC in its sole and absolute discretion (acting in good faith).

Termination of Agreements. (a) Except as set forth in Section 2.7(b2.04(b), in furtherance of the releases and other provisions of Section 4.15.01 hereof, each of UTC, Carrier and Otis MJN and each member of their respective Groups Person in the MJN Group, on the one hand, and BMS and each Person in the BMS Group, on the other hand, hereby terminate any and all agreements, arrangements, commitments or understandings, whether or not in writing, between or among a Party and/or MJN and any member of such Party’s Person in the MJN Group, on the one hand, and another Party and/or BMS and any member of such other Party’s Person in the BMS Group, on the other hand, effective as of the applicable Effective TimeSeparation Date. No such terminated agreement, arrangement, commitment or understanding (including any provision thereof that which purports to survive termination) shall be of any further force or effect after the Effective TimeSeparation Date. Except as otherwise set forth or described in Schedule 2.04(a), (i) all intercompany accounts receivable owed by BMS or any U.S. Person in the BMS Group to MJN or any U.S. Person in the MJN Group shall be offset by all intercompany accounts payable owed by MJN or any U.S. Person in the MJN Group to BMS or any U.S. Person in the BMS Group, (ii) any net accounts receivable shall be used to offset the balances of the foreign intercompany notes that remain outstanding following the IPO to the extent the net proceeds from the IPO are insufficient to fully repay the foreign intercompany notes as described in the IPO Registration Statement, and (iii) the remainder of any net accounts receivable shall be paid as a dividend of unwanted assets from MJN or any U.S. Person in the MJN Group, as the case may be, directly or indirectly to ERS. Each Party party shall, at the reasonable request of the any other Partyparty, take, or cause to be taken, such other actions as may be necessary to effect the foregoing. (b) The provisions of Section 2.7(a2.04(a) shall not apply to any of the following agreements, arrangements, commitments or understandings (or to any of the provisions thereof): (i) this Agreement and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by any of the Parties parties hereto or any of the members of Person in their respective Groups or to be continued from and after the Effective TimeGroups); (ii) any agreements, arrangements, commitments or understandings listed set forth or described on in Schedule 2.7(b)(ii2.04(b)(ii); (iii) any agreements, arrangements, commitments or understandings to which any Third Party is a party thereto (including any Shared Contracts); (iv) any intercompany accounts payable or accounts receivable accrued as of Person other than the Effective Time that are reflected in the books parties hereto and records of the Parties or otherwise documented in writing in accordance with past practices, which shall be settled in the manner contemplated by Section 2.7(c); (v) any agreements, arrangements, commitments or understandings to which any non-wholly owned Subsidiary of UTC, Carrier or Xxxx, as the case may be, their respective Affiliates is a party (it being understood that directors’ qualifying shares to the extent that the rights and obligations of the parties and the Persons in their respective Groups under any such agreements, arrangements, commitments or similar interests will understandings constitute MJN Assets or MJN Liabilities, they shall be disregarded for purposes of determining whether a Subsidiary is wholly ownedassigned pursuant to Section 2.01); (iv) the Intercompany Notes; (v) the Venezuela Note; (vi) the Revolving Credit Facility; and (vivii) any agreements for other agreements, arrangements, commitments or understandings that this Agreement or any Ancillary Agreement expressly contemplates will survive the sale, lease, construction or receipt of goods, property or services purchased, obtained or used in the ordinary course of business by a member of any Group from a member of another Group prior to the Effective TimeSeparation Date. (c) All of the intercompany accounts receivable and accounts payable between any member of a Party’s Group, on the one hand, and any member of another Party’s Group, on the other hand, outstanding as of the Effective Time shall, as promptly as practicable after the Effective Time, be repaid, settled or otherwise eliminated in a manner as determined by UTC in its sole and absolute discretion (acting in good faith).

Termination of Agreements. (a) Except as set forth in Section 2.7(b)2.03(b) or Section 2.03(b) or as otherwise provided by the Plan of Reorganization, in furtherance of the releases and other provisions of Section 4.16.01, each effective as of UTCthe Distribution, Carrier and Otis SpinCo and each other member of their respective Groups hereby terminate any and all agreements, arrangements, commitments or understandings, whether or not in writing, between or among a Party and/or any member of such Party’s the SpinCo Group, on the one hand, and another Party and/or any Honeywell and each other member of such other Party’s the Honeywell Group, on the other hand, effective hereby terminate any and all Contracts, arrangements, commitments and understandings, oral or written between such parties and in existence as of the applicable Effective TimeDistribution Date (“Intercompany Agreements”), including all intercompany accounts payable or accounts receivable in effect or accrued as of the Distribution Date (“Intercompany Accounts”). No such terminated agreement, arrangement, commitment Intercompany Agreement or understanding Intercompany Account (including any provision thereof that purports to survive termination) shall be of any further force or effect after the Effective TimeDistribution Date. Each Party shall, at the reasonable request of the other Party, take, or cause to be taken, such other actions as may be necessary to effect the foregoing. The Parties, on behalf of the members of their respective Groups, hereby waive any advance notice provision or other termination requirements with respect to any Intercompany Agreement. (b) The provisions of Section 2.7(a2.03(a) shall not apply to any of the following agreements, arrangements, commitments Intercompany Agreements or understandings Intercompany Accounts (or to any of the provisions thereof): (i) this Agreement and the Ancillary Agreements (and each other agreement Intercompany Agreement or instrument Intercompany Account expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by any of the Parties either Party or any other member of the members of their respective Groups or to be continued from and after the Effective Timeits Group); (ii) any agreementsIntercompany Agreements to which any third party is a party, arrangements, commitments or understandings listed or described on Schedule 2.7(b)(ii)including any Shared Contracts; (iii) any agreements, arrangements, commitments other Intercompany Agreements or understandings to which Intercompany Accounts that this Agreement or any Third Party is a party thereto (including any Shared Contracts); (iv) any intercompany accounts payable or accounts receivable accrued as of Ancillary Agreement expressly contemplates will survive the Effective Time that are reflected in the books and records of the Parties or otherwise documented in writing in accordance with past practices, which shall be settled in the manner contemplated by Section 2.7(c); (v) any agreements, arrangements, commitments or understandings to which any non-wholly owned Subsidiary of UTC, Carrier or Xxxx, as the case may be, is a party (it being understood that directors’ qualifying shares or similar interests will be disregarded for purposes of determining whether a Subsidiary is wholly owned)Distribution Date; and (vi) any agreements for the sale, lease, construction or receipt of goods, property or services purchased, obtained or used in the ordinary course of business by a member of any Group from a member of another Group prior to the Effective Timethose Intercompany Agreements and Intercompany Accounts set forth on Schedule XIV. (c) All In connection with the termination of Intercompany Accounts described in Section 2.03(a), each of Honeywell and SpinCo shall cause each Intercompany Account between a member of the intercompany accounts receivable and accounts payable between any member of a Party’s SpinCo Group, on the one hand, and any a member of another Party’s the Honeywell Group, on the other hand, outstanding as of the Effective Time shallclose of business on the business day immediately prior to the date of the Distribution to be settled on a net basis (whether via a dividend, a capital contribution, a combination of the foregoing or as otherwise agreed), in each case prior to the close of business on the date of the Distribution (except for any such intercompany payables or receivables arising pursuant to an Ancillary Agreement or any other Intercompany Agreement that this Agreement or any Ancillary Agreement expressly contemplates will survive the Distribution Date, which shall instead be settled in accordance with the terms of such Ancillary Agreement or other Intercompany Agreement); provided that all intercompany balances set forth on Schedule XXII shall be forgiven without any settlement or other action on the part of either of the Parties or the respective members of their respective Groups. (i) Honeywell and SpinCo each agrees to take, or cause the respective members of their respective Groups to take, prior to the Distribution (or as promptly as reasonably practicable thereafter), all actions necessary to amend all contracts or agreements governing (x) the Honeywell Accounts so that such Honeywell Accounts, if linked (whether by automatic withdrawal, automatic deposit or any other authorization to transfer funds from or to, hereinafter “linked”) to any SpinCo Account, are de-linked from such SpinCo Accounts and (y) the SpinCo Accounts so that such SpinCo Accounts, if linked to any Honeywell Account, are de-linked from such Honeywell Accounts. (ii) With respect to any outstanding checks issued by, or payments made by, Honeywell, SpinCo or any of their respective Subsidiaries prior to the Distribution, such outstanding checks shall be honored from and after the Effective TimeDistribution by the Person or Group owning the account on which the check is drawn, without limiting the ultimate allocation of Liability for such amounts under this Agreement or any Ancillary Agreement. (iii) As between Honeywell and SpinCo (and the members of their respective Groups), except to the extent prohibited by applicable Law or a Determination, all payments and reimbursements received after the Distribution by either Party (or a member of its Group) to which the other Party (or a member of its Group) is entitled under this Agreement, shall be repaidheld by such Party (or the applicable member of its Group) in trust for the use and benefit of the Person entitled thereto and, settled within sixty (60) days of receipt by such Party (or otherwise eliminated the applicable member of its Group) of any such payment or reimbursement, such Party shall pay over, or shall cause the applicable member of its Group to pay over to the other Party (or the applicable member of its Group), the amount of such payment or reimbursement without right of setoff. (e) Each of Honeywell and SpinCo shall, and shall cause their respective Subsidiaries to, take all necessary actions to remove each of SpinCo and SpinCo’s Subsidiaries from all Cash Management Arrangements to which it is a party, in a manner as determined by UTC in its sole and absolute discretion (acting in good faith)each case prior to the close of business on the business day immediately prior to the Distribution Date.

Termination of Agreements. (a) Except as set forth in Section 2.7(b2.8(b), in furtherance on behalf of the releases Parties and other provisions of Section 4.1, each of UTC, Carrier and Otis and each member of their respective Groups Groups, the Parties hereby terminate any and all written or oral agreements, arrangements, commitments or understandings, whether or not in writing, between or among a Party and/or any member of such Party’s Group, on the one hand, and another Party and/or any member of such other Party’s Group, on the other handthem, effective as of the applicable Effective Time. No such terminated agreement, arrangement, commitment or understanding (including any provision thereof that purports to survive termination) shall be of any further force or effect after the Effective Time. Each IPO Closing Date; and each Party shall, at the reasonable request of the other Party, take, or cause to be taken, such other actions as may be necessary to effect the foregoing. (b) The provisions of Section 2.7(a2.8(a) shall not apply to any of the following agreements, arrangements, commitments or understandings (or to any of the provisions thereof): (i) this Agreement and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any other Ancillary Agreement to be entered into by any of the Parties hereto or any of the members of their respective Groups or to be continued from and after the Effective Timethat shall survive in accordance with their respective terms); (ii) any agreements, arrangements, commitments or understandings listed or described on Schedule 2.7(b)(ii); to which any Person other than the parties hereto and their respective Affiliates is a party (iii) it being understood that to the extent that the rights and obligations of the parties and the members of their respective Groups under any such agreements, arrangements, commitments or understandings constitute HXXX Assets or HXXX Liabilities, they shall be assigned pursuant to which any Third Party is a party thereto (including any Shared ContractsSection 2.1); (iviii) any intercompany accounts payable or accounts receivable accrued as of the Effective Time Distribution Date that are reflected in the books and records of the Parties parties or otherwise documented in writing in accordance with past practices, which shall be settled in the manner contemplated by Section 2.7(c); (viv) any agreements, arrangements, commitments or understandings to which any non-wholly owned Subsidiary of UTC, Carrier HBIO or XxxxHXXX, as the case may be, is a party (it being understood that directors’ qualifying shares or similar interests will be disregarded for purposes of determining whether a Subsidiary is wholly owned)party; and (viv) any agreements for other agreements, arrangements, commitments or understandings that this Agreement or any other Ancillary Agreement expressly contemplates will survive the sale, lease, construction or receipt of goods, property or services purchased, obtained or used in the ordinary course of business by a member of any Group from a member of another Group prior to the Effective TimeIPO Closing Date. (c) All of the intercompany accounts receivable and accounts payable between any member of a Party’s Group, on the one hand, and any member of another Party’s Group, on the other hand, outstanding as of the Effective Time shall, as promptly as practicable after the Effective Time, be repaid, settled or otherwise eliminated in a manner as determined by UTC in its sole and absolute discretion (acting in good faith).

Termination of Agreements. (a) Except as set forth in Section 2.7(b2.04(b), in furtherance of the releases and other provisions of Section 4.15.01 hereof, each of UTC, Carrier and Otis the Corporation and each member of their respective Groups Person in the Corporation Group, on the one hand, and the LLC and each Person in the LLC Group, on the other hand, hereby terminate any and all agreements, arrangements, commitments or understandings, whether or not in writing, between or among a Party the Corporation and/or any member of such Party’s Person in the Corporation Group, on the one hand, and another Party the LLC and/or any member of such other Party’s Person in the LLC Group, on the other hand, effective as of the applicable Effective TimeSeparation Date. No such terminated agreement, arrangement, commitment or understanding (including any provision thereof that which purports to survive termination) shall be of any further force or effect after the Effective TimeSeparation Date, and the net amount of all intercompany Liabilities owed by the Corporation or any Subsidiary in the Corporation Group to the LLC or any Subsidiary in the LLC Group that do not constitute Contributed Liabilities shall be deemed capital contributions of the LLC to the Corporation. Each Party party shall, at the reasonable request of the any other Partyparty, take, or cause to be taken, such other actions as may be necessary to effect the foregoing. (b) . The provisions of Section 2.7(a2.04(a) shall not apply to any of the following agreements, arrangements, commitments or understandings (or to any of the provisions thereof): (i) this Agreement and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by any of the Parties parties hereto or any of the members of Person in their respective Groups or to be continued from and after the Effective TimeGroups); (ii) any agreements, arrangements, commitments or understandings listed or described on Schedule 2.7(b)(ii2.04(b)(ii); (iii) any agreements, arrangements, commitments or understandings to which any Third Party is a party thereto (including any Shared Contracts); (iv) any intercompany accounts payable or accounts receivable accrued as of Person other than the Effective Time that are reflected in the books parties hereto and records of the Parties or otherwise documented in writing in accordance with past practices, which shall be settled in the manner contemplated by Section 2.7(c); (v) any agreements, arrangements, commitments or understandings to which any non-wholly owned Subsidiary of UTC, Carrier or Xxxx, as the case may be, their respective Affiliates is a party (it being understood that directors’ qualifying shares to the extent that the rights and obligations of the parties and the Persons in their respective Groups under any such agreements, arrangements, commitments or similar interests will understandings constitute Contributed Assets or Contributed Liabilities, they shall be disregarded for purposes of determining whether a Subsidiary is wholly ownedassigned pursuant to Section 2.01); and (viiv) any agreements for other agreements, arrangements, commitments or understandings that this Agreement or any Ancillary Agreement expressly contemplates will survive the sale, lease, construction or receipt of goods, property or services purchased, obtained or used in the ordinary course of business by a member of any Group from a member of another Group prior to the Effective TimeSeparation Date. (c) All of the intercompany accounts receivable and accounts payable between any member of a Party’s Group, on the one hand, and any member of another Party’s Group, on the other hand, outstanding as of the Effective Time shall, as promptly as practicable after the Effective Time, be repaid, settled or otherwise eliminated in a manner as determined by UTC in its sole and absolute discretion (acting in good faith).