Common use of Sole Discretion of Parent Clause in Contracts

Sole Discretion of Parent. Parent shall, in its sole and absolute discretion, determine the Distribution Date and all terms of the Distribution, including the form, structure and terms of any transactions and/or offerings to effect the Distribution and the timing of and conditions to the consummation thereof. In addition, notwithstanding anything in this Agreement to the contrary, Parent may, in accordance with Section 11.11, at any time and from time to time until the completion of the Distribution, decide to abandon the Distribution or modify or change the terms of the Distribution, including by accelerating or delaying the timing of the consummation of all or part of the Distribution. Notwithstanding anything in this Agreement to the contrary, none of Spinco, any other member of the Spinco Group, any Spinco Employee or any third party shall have any right or claim to require the consummation of the Separation or the Distribution, which shall be effected at the sole discretion of the board of directors of Parent.