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. (a) Effective at the Closing, other than any intercompany accounts governed by Section 5.7, all Contracts or understandings, including all obligations to provide goods, services or other benefits, by any member of the Parent Group, on the one hand, and the Company on the other hand, shall be terminated without any party having any continuing obligations or Liability to the other, except for (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 Parent Group, on the one hand, and the Company, on the other hand), (ii) any Contracts or understandings to which any third party is a party, (iii) any Contracts or understandings to which any non-wholly owned Subsidiary of Parent 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 (iv) any other Contracts or arrangements listed in Section 5.8(a) of the Parent Disclosure Schedule.
(b) Purchaser acknowledges, on behalf of itself and its Affiliates, that (i) the Business as presently conducted receives or benefits from Overhead and Shared Services furnished by members of the Parent Group, including information technology services, and (ii) effective as of the Closing, the sole obligations of the members of the Parent Group with respect to the provision of any Overhead and Shared Services to the Company and the Business shall be as set forth in this Agreement, the Ancillary Agreements and any Contracts or arrangements listed in Section 5.8(b) of the Parent Disclosure Schedule.
(c) For the avoidance of doubt, from and after the Closing, other than the insurance policies on Section 3.19 of the Parent Disclosure Schedule, the Company shall cease to be insured by the Parent Group’s current and historical insurance policies or programs or by any of its current and historical self-insured policies or programs, and neither the Company nor Purchaser or its other Affiliates shall have any access, right, title or interest to or in any such insurance policies or programs or self-insured policies or programs (including to all claims and rights to make claims and all rights to proceeds) to cover any assets or any Liability of the Company or arising from the operation of the Business, in each case including with respect to all known or incurred but not reported claims.
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. 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. (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. 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 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) 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. Each of the parties ---------------------------------------- hereto agrees that, except for this Agreement and except as otherwise expressly set forth in Appendix C hereto, all Existing Intercompany Agreements shall be ---------- terminated on the Closing Date. For purposes of this Agreement, "Existing Intercompany Agreements" means any agreements , or any regular, established accounting practice, consistently applied, which is in existence prior to June 30, 1997, between any entities (the "Source Europe Entities") included within the business (the "European Business") of Source, including without limitation Source Europe, that is being sold to PMSI, on the one hand, and any entities (the "Source US Entities") included within the business (the "US Business") of Source, including without limitation source, that is being sold to NDC, on the other hand. Notwithstanding the foregoing, agreements ("Third Party Agreements") with third parties relating to the European Business or the US Business, as the case may be, shall not be deemed to be Existing Intercompany Agreements, notwithstanding that a Source Europe Entity and a Source US Entity are also parties thereto and shall not be deemed altered, amended or terminated as a result of this Agreement or the consummation of the Merger and shall otherwise remain in full force and effect (provided that nothing in this Agreement shall be deemed to limit any party's ability to terminate any such agreement in accordance with its terms).
