Termination of Intercompany Arrangements. Effective at the Closing, other than any intercompany accounts which survive pursuant to Section 5.7, all arrangements, understandings or Contracts, including all obligations to provide goods, services or other benefits, by any member of the Parent Group, on the one hand, and any Transferred Entity on the other hand, shall be terminated without any party having any continuing obligations or Liability to the other, except for (a) this Agreement and the Ancillary Agreements and (b) the other arrangements, understandings or Contracts listed in Section 5.8 of the Parent Disclosure Schedule.
Termination of Intercompany Arrangements. Effective at the Closing, other than any intercompany accounts governed by Section 6.7, all arrangements, understandings or Contracts, including all obligations to provide goods, services or other benefits, by Seller Parent and/or any of its Affiliates (other than the Transferred Group), on the one hand, and any member of the Transferred Group, on the other hand, including any and all such arrangements set forth in Section 4.21 of the Seller Disclosure Letter, shall be terminated without any party having any continuing obligations or liability to the other, except for this Agreement and the Ancillary Agreements.
Termination of Intercompany Arrangements. Effective as of the Closing, but subject to the occurrence of the Closing, (a) except for the Intercompany Accounts set forth on Section 5.22(a) of the Parent Disclosure Letter and except as otherwise set forth in the Transition Services Agreement, the Brand Licensing Agreement or the Master RELAs, Parent and its Affiliates (other than the Group Companies), on the one hand, and the Group Companies, on the other hand, shall eliminate by payment, settlement, netting, capitalization, set off, cancellation, forgiving, release or otherwise any obligations or liabilities under the Intercompany Accounts between or among such parties, in each case, such that the Group Companies, on the one hand, and Parent and its Affiliates (other than the Group Companies), on the other hand, do not have any further liability to one another (and without any costs or other liabilities of Purchaser or any of its Affiliates (including, following the Closing, the Group Companies)) in respect of such Intercompany Accounts following the Closing and (b) except for the Brand Licensing Agreement and any Contracts set forth on Section 5.22(b) of the Parent Disclosure Letter and except as otherwise set forth in the Transition Services Agreement or the Master RELAs, the Affiliate Contracts shall be terminated in their entirety and shall be without further force or effect, without any further obligations or liabilities of Parent or any of its Affiliates (other than the Group Companies), on the one hand, and Purchaser or any of its Affiliates (including, following the Closing, the Group Companies), on the other hand, following the Closing.
Termination of Intercompany Arrangements. Subject to Clause 10.2 (Continuing Intercompany Arrangements) and Clause 10.3 (Settlement of Intercompany Accounts), Novartis and Alcon shall procure, and shall procure that each member of their respective Groups shall procure, to the extent not terminated prior to the date of this Agreement, that:
(a) all Intercompany Arrangements between such Persons and in effect or accrued as of the Separation Date shall be terminated effective as of immediately prior to the Separation Date, but without prejudice to any Intercompany Accounts outstanding as at the Separation Date;
(b) no such terminated Intercompany Arrangement (including any provision thereof that purports to survive termination) shall be of any further force or effect after the Separation 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 Arrangement; and
(c) each member of the Alcon Group shall cease to be a party to any Novartis Cash Management Arrangements prior to the Separation Date.
Termination of Intercompany Arrangements. (a) Effective at or prior to the Closing, other than any intercompany arrangement governing the intercompany accounts governed by Section 5.7, all arrangements, understandings or Contracts, including all obligations to provide goods, services or other benefits, by any member of the Seller Group (other than the Transferred Entities), on the one hand, and any Transferred Entity, on the other hand, including, for the avoidance of doubt, the Affiliate Arrangements shall be terminated without any party having any continuing obligations or Liability to the other, except for (a) this Agreement and the Ancillary Agreements and (b) the Affiliate Arrangements, understandings or Contracts listed in Section 5.8 of the Seller Disclosure Schedule.
(b) Except to the extent provided to the contrary in Section 5.7 or this Section 5.8, effective as of the Closing, Purchaser, on behalf of itself and its Affiliates (including, for purposes of this Section 5.8(b), the Transferred Entities), hereby releases Seller and each of its Affiliates (and their respective officers, directors and employees, acting in their capacities as such) from any obligations or Liability to Purchaser or any of its Affiliates (including, for purposes of this Section 5.8(b), the Transferred Entities), for any and all past actions or failures to take action prior to the Closing directly or indirectly relating to or arising out of the Business, the Retained Businesses, or the operations of the Transferred Entities prior to the Closing, or relating to or arising out of Seller’s or its Affiliates’ ownership or operation of the Transferred Entities, except for any obligations pursuant to the provisions of this Agreement (including Article X hereof) or the Ancillary Agreements and any arrangements, understandings or Contracts set forth in Section 5.7 or Section 5.8 of the Seller Disclosure Schedule.
(c) Except to the extent provided to the contrary in Section 5.7 or this Section 5.8, effective as of the Closing, Seller, on behalf of itself and its Affiliates, hereby releases the Transferred Entities, Purchaser, and Purchaser’s Affiliates (and their respective officers, directors and employees, acting in their capacities as such) from any obligations or Liability to Seller or any of its Affiliates for any and all past actions or failures to take action prior to the Closing directly or indirectly relating to or arising out of the Business, the Retained Businesses, or the ownership or operations of the Transfer...
Termination of Intercompany Arrangements. (a) On or prior to the Closing Date, Seller shall deliver to Buyer a copy of a payoff letter (subject to Seller’s receipt of the Estimated Purchase Price pursuant Section 2.2(b)), in customary form, from SMART Worldwide under the Revolving Credit Agreement. On or prior to the Closing Date, Seller shall deliver all notices (which notices may be subject to the consummation of the Closing) and take all other actions to facilitate the termination of all commitments under the Revolving Credit Agreement, the repayment in full of all Obligations (as defined in the Revolving Credit Agreement) then outstanding to SMART Worldwide, the release of any Liens and termination of all guarantees in connection therewith on the Closing Date (such repayment, release and termination, the “Revolving Credit Agreement Release”); provided, that in no event shall this Section 5.9 require the Seller or any of the Sold Companies or its other Subsidiaries to cause such Revolving Credit Agreement Release unless the Closing shall occur substantially concurrently and the Seller has received the Estimated Purchase Price pursuant to Section 2.2(b). Upon receipt of the Estimated Purchase Price pursuant to Section 2.2(b), Seller shall repay or cause to be repaid to SMART Worldwide all Obligations outstanding as of the Closing Date.
(b) Excluding (i) the Revolving Credit Agreement (which is addressed in Section 5.9(a) above) and (ii) each of the Closing Agreements (which shall remain in effect following the Closing in accordance with their terms), Seller shall cause (i) all Contracts (other than the Contracts set forth on Section 5.9(b) of the Seller Disclosure Schedule (the “Existing Shared Services Agreements”)) between the Sold Companies, on the one hand, and any of the Remaining Entities, on the other hand, to be terminated at or prior to the Closing, and shall cause any amounts payable thereunder to be paid as required prior to the close of business on the Business Day immediately preceding the Closing Date. Seller shall also cause the Existing Shared Services Agreements to be terminated at or prior to the Closing, provided that any outstanding receivables or payables between the Sold Companies, on the one hand, and Seller or any of its Affiliates (other than the Sold Companies), on the other hand, in each case arising under the Existing Shared Services Agreements (the “Interdivisional Payables and Receivables”) shall remain outstanding and shall be paid and satisfied by the party that i...
Termination of Intercompany Arrangements. Each of the parties hereto agrees that, except as otherwise expressly provided in this Article IV, all Existing Intercompany Agreements in effect immediately prior to the Distribution Date shall not be deemed altered, amended or terminated as a result of this Agreement or the consummation of the transactions contemplated hereby and shall otherwise remain in effect immediately after giving effect to the Restructuring (provided that nothing contained in this Agreement shall be deemed to limit any party's ability to terminate any such Intercompany Agreement following the Distribution Date in accordance with the provisions of such Intercompany Agreement).
Termination of Intercompany Arrangements. Except for that certain Amended and Restated Omnibus Agreement among the General Partner and other entities, (a) Seller shall cause (i) all Contracts between the General Partner, on the one hand, and any of Seller or its Affiliates that are not members of the Partnership Group, on the other hand, to be terminated at or prior to the Closing, and shall cause any amounts payable thereunder to be paid as required prior to the close of business on the Business Day immediately preceding the Closing Date with no further liability or obligation on the General Partner or any member of the Partnership Group thereafter and (b) to the extent that there are receivables or payables between the General Partner, on the one hand, and any Seller or any of its Affiliates (other than members of the Partnership Group), on the other hand (the “Intercompany Payables and Receivables”), all such Intercompany Payables and Receivables shall be cancelled by the parties thereto on or prior to the Closing Date.
Termination of Intercompany Arrangements. (a) Effective at the Closing, all arrangements, understandings or Contracts set forth in Section 3.17 of the Parent Disclosure Schedule shall be terminated without any party having any continuing obligation to the other, except for (i) this Agreement and the Ancillary Agreements, and (ii) other Contracts listed in Section 5.8 of the Parent Disclosure Schedule. For the avoidance of doubt, any agreements, understandings or Contracts entered into by Parent with a third party, which third party is not a Transferred Company or Subsidiary thereof, listed in Section 3.17 of the Parent Disclosure Schedule shall not be terminated pursuant to this Agreement; however, except to the extent expressly provided in the Transition Services Agreement or otherwise agreed to by Parent and Purchaser, the Transferred Companies and their Subsidiaries shall no longer receive any benefits under such agreements, understandings or Contracts.
(b) Effective from and after Closing, Parent’s private label credit card (the “Private Label Credit Card”) will cease to be available for application or accepted at any Transferred Company or Subsidiary thereof, except with respect to the MRO business, at which the Private Label Card will continue to be accepted through the expiration of its current catalogue. In respect thereof, Purchaser shall promptly after the Closing (or, in the case of the MRO business, after the existing catalogue expires) cause the Transferred Companies and their respective Subsidiaries (which Transferred Companies and Subsidiaries, prior to Closing, accepted the Private Label Credit Card) to inform customers of such Transferred Companies that the Private Label Credit Card will no longer be accepted at such Transferred Company or Subsidiary. Parent shall be afforded the opportunity to review in advance and approve any form of any communication concerning the Private Label Credit Card.
Termination of Intercompany Arrangements. (a) On or prior to the Closing, Cablevision shall cause any Contract (including, for purposes of this Section 5.05, Contracts that are not evidenced by a writing) or other agreement or arrangement between one or more of the Cablevision Companies, on the one hand, and one or more of the Companies, on the other hand (including any such arrangement relating to the Subleased Real Property), other than those Contracts set forth in Schedule 5.05, to be terminated or amended to exclude the Companies as a party thereto without any Liability thereunder of or to any of the Companies (other than as specifically set forth in the Transition Services Agreement).
(b) Subject to the provisions of this Agreement, on or prior to the Closing, Cablevision shall, and shall cause the Companies and the Cablevision Companies to, and NBC shall, and shall cause each of its Affiliates to, execute and deliver and make effective as of the Closing the following agreements: the Transition Services Agreement, the Amended RNC Letter Agreement, the Transponder Lease Assignment, the IFC Agreements, the Film Exhibition Agreement and the 2 Park Avenue Lease Assignment.
