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.
Appears in 3 contracts
Samples: Separation and Distribution Agreement (Alcon Inc), Separation and Distribution Agreement (Alcon Inc), Separation and Distribution Agreement (Alcon Inc)
Termination of Intercompany Arrangements. Subject to Clause 10.2 (Continuing Intercompany Arrangements) and Clause 10.3 (Settlement of Intercompany Accounts), Novartis and Alcon Sandoz 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 on and after the Separation Date; and
(c) each member of the Sandoz Group shall cease to be a Party to any Novartis Cash Management Arrangements prior to 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 PartiesParties hereby waive, on behalf of and shall procure that the members of their respective GroupsGroups waive, 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.
Appears in 1 contract
Samples: Separation and Distribution Agreement (Novartis Ag)