Common use of Expenses Incurred or Accrued After the Effective Time Clause in Contracts

Expenses Incurred or Accrued After the Effective Time. Except as otherwise expressly set forth in this Agreement, Schedule 9.09(b) to this Agreement, or any Ancillary Agreement, or as otherwise agreed to in writing by the Parties, each Party and its Subsidiaries shall bear its own costs and expenses incurred or accrued after the Effective Time; provided that: (i) any costs and expenses incurred in obtaining any Consent or novation from a Third Party in connection with the assignment to and assumption by a Party or its Subsidiary of any contracts, commitments or understandings in connection with the Separation shall be borne by the Party or its Subsidiary to which such contract, commitment or understanding is being assigned; and (ii) the Parties intend that ongoing cost obligations that each (or any of its Subsidiaries) may have as a provider of services under any International Transition Period Agreement following termination of such services shall be shared for a period of time, on terms to be agreed from time to time between the Parties (or its applicable Subsidiaries).

Appears in 3 contracts

Samples: Separation and Distribution Agreement (Baxter International Inc), Separation and Distribution Agreement (Baxalta Inc), Separation and Distribution Agreement (Baxalta Inc)

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Expenses Incurred or Accrued After the Effective Time. Except as otherwise expressly set forth in this Agreement, Schedule 9.09(b) to this Agreement, Agreement or any Ancillary Agreement, or as otherwise agreed to in writing by the Parties, each Party and its Subsidiaries shall bear its own costs and expenses incurred or accrued after the Effective Time; provided that: (i) any costs and expenses incurred in obtaining any Consent or novation from a Third Party in connection with the assignment to and assumption by a Party or its Subsidiary of any contracts, commitments or understandings in connection with the Separation shall be borne by the Party or its Subsidiary to which such contract, commitment or understanding is being assigned; and (ii) the Parties intend that ongoing cost obligations that each (or any of its Subsidiaries) may have as a provider of services under any International Transition Period Agreement following termination of such services shall be shared for a period of time, on terms to be agreed from time to time between the Parties (or its applicable Subsidiaries).

Appears in 1 contract

Samples: Separation and Distribution Agreement (Baxalta Inc)

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