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. 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:
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.
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 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.
Termination of Intercompany Arrangements. Except as set forth in Schedule 5.8, the Sellers shall, at or prior to the Closing, terminate or cause to be terminated all payables, receivables, liabilities, Contracts, and other agreements, arrangements and obligations between a FS Tech Entity, on the one hand, and Seller Parent or any Affiliate of Seller Parent (other than a FS Tech Entity), on the other hand.
Termination of Intercompany Arrangements. All intercompany agreements and arrangements required by Section 5.13(e) to have been terminated shall have been terminated, and all intercompany accounts and liabilities required by Section 5.13(e) to have been settled shall have been settled in full.
Termination of Intercompany Arrangements. Effective at the Closing, other than any intercompany accounts governed by Section 5.11, all arrangements, understandings or Contracts, including all obligations to provide goods, services or other benefits, by Seller or its Affiliates, on the one hand, and a Acquired Company on the other hand, shall be terminated without any party having any continuing obligations or Liabilities to the other (and in a manner that does not result in any Liability (other than a Liability for Taxes) to an Acquired Company as of or following the Closing, unless such Liability, (a) is owed solely by one Acquired Company the other Acquired Company or (b) is fully reflected as a payable in calculating Closing Working Capital or as Indebtedness and, following the timely payment of such payable, no Acquired Company will have any further Liability with respect thereto), except for this Agreement and the Ancillary Agreements.
