NMR Contracts definition
NMR Contracts means the following contracts and agreements to which the Corporation or any of its Affiliates is a party or by which it or any of its Affiliates or any of their respective Assets is bound, whether or not in writing, except for any such contract or agreement that is not expressly contemplated to be transferred or assigned to the Corporation, NMR or any other member of the NMR Group prior to the Effective Time, or to remain with the Corporation, NMR or any other member of the NMR Group subsequent to the Effective Time, pursuant to any provision of this Agreement or any Ancillary Agreement:
(i) the TAM Master Agreement (as defined herein) and any contracts or agreements listed or described on Schedule 1.1(ax)(i);
(ii) any contract or agreement entered into in the name of, or expressly on behalf of, any division, business unit or member of the NMR Group;
(iii) any contract or agreement that relates primarily to the NMR Business;
(iv) federal, state and local government and other contracts and agreements that are listed or described on Schedule 1.1(ax)(iv) and any other government contracts or agreements entered into after the date hereof and prior to the Effective Time that relate primarily to the NMR Business;
(v) any contract or agreement representing capital or operating equipment lease obligations reflected on the NMR Balance Sheet, including obligations as lessee under those contracts or agreements listed on Schedule 1.1(ax)(v);
(vi) any contract or agreement that is otherwise expressly contemplated pursuant to this Agreement or any of the Ancillary Agreements to be transferred or assigned to the Corporation or any member of the NMR Group prior to the Effective Time or to remain with the Corporation or any member of the NMR Group subsequent to the Effective Time; and
(vii) any guarantee, indemnity, representation or warranty of any member of the NMR Group.
NMR Contracts means the following contracts and agreements to which the Corporation or any of its Affiliates who are not individuals is a party or by which it or any of its Affiliates who are not individuals or any of their respective Assets is bound, whether or not in writing, except for any such contract or agreement that is not expressly contemplated to be transferred or assigned to the Corporation, NMR or any other member of the NMR Group prior to the Effective Time, or to remain with the Corporation, NMR or any other member of the NMR Group subsequent to the Effective Time, pursuant to any provision of this Agreement or any Ancillary Agreement:
(i) the TAM Master Agreement (as defined herein), the Intellectual Property Agreement referred to in the 1996 Distribution Agreement (except to the extent it relates to intellectual property used by the IMS HEALTH Group) and any contracts or agreements listed or described on Schedule 1.1(ax)(i);
(ii) any contract or agreement entered into in the name of the Corporation, or in the name of, or expressly on behalf of, any division, business unit or member of the NMR Group except for those contracts listed or described on Schedule 1.1(ax)(ii) or which are primarily for the benefit of any division, business unit or member of the IMS HEALTH Group;
(iii) any contract or agreement that relates primarily to the NMR Business;
(iv) federal, state and local government and other contracts and agreements that are listed or described on Schedule 1.1(ax)(iv) and any other government contracts or agreements entered into after the date hereof and prior to the Effective Time that relate primarily to the NMR Business;
(v) any contract or agreement representing capital or operating equipment lease obligations reflected on the NMR Balance Sheet, and obligations as lessee under those contracts or agreements listed on Schedule 1.1(ax)(v);
(vi) any contract or agreement that is otherwise expressly contemplated pursuant to this Agreement or any of the Ancillary Agreements to be transferred or assigned to the Corporation or any member of the NMR Group prior to the Effective Time or to remain with the Corporation or any member of the NMR Group subsequent to the Effective Time; and
(vii) any guarantee, indemnity, representation or warranty of any member of the NMR Group.
NMR Contracts means the following contracts and agreements to which the Corporation or any of its Affiliates who are not individuals is a party or by which it or any of its Affiliates who are not individuals or any of their respective Assets is bound, whether or not in writing, except for any such contract or agreement that is not expressly contemplated to be transferred or assigned to the Corporation, NMR or any other member of the NMR Group prior to the Effective Time, or to remain with the Corporation, NMR or any other member of the NMR Group subsequent to the Effective Time, pursuant to any provision of this Agreement or any Ancillary Agreement: