Common use of Termination of Agreements Clause in Contracts

Termination of Agreements. (a) Except as set forth in Section 2.7(b), in furtherance of the releases and other provisions of Section 4.1, SpinCo and each other member of the SpinCo Group, on the one hand, and Parent and each other member of the Parent Group, on the other hand, hereby terminate any and all agreements, arrangements, commitments or understandings, whether or not in writing, between or among SpinCo and/or any other member of the SpinCo Group, on the one hand, and Parent and/or any other member of the Parent Group, on the other hand, effective as of the Effective Time. No such terminated agreement, arrangement, commitment or understanding (including any provision thereof which purports to survive termination) shall be of any further force or effect after the Effective Time. 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. (b) The provisions of Section 2.7(a) shall not apply to any of the following agreements, arrangements, commitments or understandings (or to any of the provisions thereof): (i) this Agreement and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by any of the Parties or any of the members of their respective Groups or to be continued from and after the Effective Time); (ii) any agreements, arrangements, commitments or understandings listed or described on Schedule 2.7(b)(ii); (iii) any agreements, arrangements, commitments or understandings to which any MLP Entity or Third Party (including MVP) is a party (including the Ongoing Commercial Contracts); (iv) any intercompany accounts payable or accounts receivable accrued as of the Effective Time that are reflected in the books and records of the Parties or otherwise documented in writing in accordance with past practices, which shall be settled in the manner contemplated by Section 2.7(c); and (v) any Shared Contracts. (c) All of the intercompany accounts receivable and accounts payable between any member of the Parent Group, on the one hand, and any member of the SpinCo Group (excluding the MLP Entities), on the other hand, outstanding as of the Effective Time shall, as promptly as practicable after the Effective Time, be repaid, settled or otherwise eliminated by means of cash payments, a dividend, capital contribution, a combination of the foregoing, or otherwise as determined by Parent in its sole and absolute discretion.

Termination of Agreements. (a) Except as set forth in Section 2.7(b), in furtherance of the releases and other provisions of Section 4.1, SpinCo GCP, on its own behalf and each other member of the SpinCo GCP Group, on the one hand, and Parent Grace, on its own behalf and each other member of the Parent Grace Group, on the other hand, hereby terminate any and all agreements, arrangements, commitments or understandings, whether or not in writing, between or among SpinCo GCP and/or any other member of the SpinCo GCP Group, on the one hand, and Parent Grace and/or any other member of the Parent Grace Group, on the other hand, effective as of the Effective Time. No such terminated agreement, arrangement, commitment or understanding (including any provision thereof which purports to survive termination) shall be of any further force or effect after the Effective Time. 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. (b) The provisions of Section 2.7(a) shall not apply to any of the following agreements, arrangements, commitments or understandings (or to any of the provisions thereof): (i) this Agreement and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by any of the Parties or any of the members of their respective Groups or to be continued from and after the Effective Time); , (ii) any agreements, arrangements, commitments or understandings listed or described on Schedule 2.7(b)(ii); , (iii) any agreements, arrangements, commitments or understandings to which any MLP Entity or Third Party (including MVP) is a party (party, including the Ongoing Commercial any Shared Contracts); , (iv) any intercompany accounts payable or accounts receivable accrued as of the Effective Time that are reflected in the books and records of the Parties or otherwise documented in writing in accordance with past practices, which shall be settled in the manner contemplated by Section 2.7(c); , and (v) any Shared Contractsagreements, arrangements, commitments or understandings to which any non-wholly owned Subsidiary of Grace or GCP, as the case may be, is a party (it being understood that directors’ qualifying shares or similar interests will be disregarded for purposes of determining whether a Subsidiary is wholly owned). (c) All of the intercompany accounts receivable and accounts payable between any member of the Parent Grace Group, on the one hand, and any member of the SpinCo Group (excluding the MLP Entities)GCP Group, on the other hand, outstanding as prior to the effective time of the Effective Time shall, as promptly as practicable after Internal Distribution or the Effective Time, respectively, shall, prior to the effective time of the Internal Distribution or the Effective Time, respectively, be repaid, settled or otherwise eliminated by means of cash payments, a dividend, capital contribution, a combination of the foregoing, or otherwise as determined by Parent Grace in its sole and absolute discretion.

Termination of Agreements. (a) Except as set forth in Section 2.7(b), in furtherance of the releases and other provisions of Section 4.1, SpinCo WKKC and each other member of the SpinCo WKKC Group, on the one hand, and Parent Kellanova and each other member of the Parent Kellanova Group, on the other hand, hereby terminate any and all agreements, arrangements, commitments or understandings, whether or not in writing, between or among SpinCo and/or WKKC or any other member of the SpinCo WKKC Group, on the one hand, and Parent and/or ▇▇▇▇▇▇▇▇▇ or any other member of the Parent Kellanova Group, on the other hand, effective as of the Effective Time. No such terminated agreement, arrangement, commitment or understanding (including any provision thereof which purports to survive termination) shall be of any further force or effect after the Effective Time. 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. (b) The provisions of Section 2.7(a) shall not apply to any of the following agreements, arrangements, commitments or understandings (or to any of the provisions thereof): (i) this Agreement and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by any of the Parties or any of the members of their respective Groups or to be continued from and after the Effective Time); (ii) any agreements, arrangements, commitments or understandings listed or described on Schedule 2.7(b)(ii)to which any Third Party is a party; (iii) any agreements, arrangements, commitments intercompany payables or understandings to which any MLP Entity or Third Party (including MVP) is a party (including the Ongoing Commercial Contracts); (iv) any intercompany accounts payable or accounts receivable receivables accrued as of the Effective Time that are reflected in the books and records of the Parties or otherwise documented in writing in accordance with past practices, which shall be settled in the manner contemplated by Section 2.7(c); (iv) any agreements, arrangements, commitments or understandings to which any non-wholly owned Subsidiary of Kellanova or WKKC, as the case may be, is a party (it being understood that directors’ qualifying shares or similar interests will be disregarded for purposes of determining whether a Subsidiary is wholly owned); and (v) any Shared Contractsthe agreements set forth on Schedule 2.7(b). (c) All of the intercompany accounts receivable payables and accounts payable receivables between any member of the Parent Kellanova Group, on the one hand, and any member of the SpinCo Group (excluding the MLP Entities)WKKC Group, on the other hand, outstanding as of the Effective Time shall, at the Effective Time or as promptly as practicable after the Effective Time, be repaid, settled or otherwise eliminated by means of cash payments, a dividend, capital contribution, a combination of the foregoing, or otherwise as determined by Parent Kellanova in its sole and absolute discretion.

Termination of Agreements. (a) Except as set forth in Section 2.7(b), in furtherance of the releases and other provisions of Section 4.1, the SpinCo Parties and each other member of the SpinCo Group, on the one hand, and Parent YUM and each other member of the Parent YUM Group, on the other hand, hereby terminate any and all agreements, arrangements, commitments or understandings, whether or not in writing, between or among either of the SpinCo Parties and/or any other member of the SpinCo Group, on the one hand, and Parent YUM and/or any other member of the Parent YUM Group, on the other hand, effective as of the Effective Time. No such terminated agreement, arrangement, commitment or understanding (including any provision thereof which purports to survive termination) shall be of any further force or effect after the Effective Time. Each Party shall, at the reasonable request of the any other Party, take, or cause to be taken, such other actions as may be necessary to effect the foregoing. (b) The provisions of Section 2.7(a) shall not apply to any of the following agreements, arrangements, commitments or understandings (or to any of the provisions thereof): (i) this Agreement and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by any of the Parties YUM, SpinCo, or any of the members other member of their respective Groups or to be continued from and after the Effective Time); (ii) any agreements, arrangements, commitments or understandings listed or described on Schedule 2.7(b)(ii); (iii) any agreements, arrangements, commitments or understandings to which any MLP Entity or Third Party (including MVP) is a party (including the Ongoing Commercial Contracts)party; (iv) any intercompany accounts payable or accounts receivable accrued as of the Effective Time that are reflected in the books and records of the Parties or otherwise documented in writing in accordance with past practices, which shall be settled in the manner contemplated by Section 2.7(c); (v) any agreements, arrangements, commitments or understandings to which any non-wholly owned Subsidiary of YUM or either of the SpinCo Parties, as the case may be, is a party (it being understood that directors’ qualifying shares or similar interests will be disregarded for purposes of determining whether a Subsidiary is wholly owned); and (vvi) any Shared Contracts. (c) All of the intercompany accounts receivable and accounts payable between any member of the Parent YUM Group, on the one hand, and any member of the SpinCo Group (excluding the MLP Entities)Group, on the other hand, outstanding as of the Effective Time shalland arising out of the Contracts described in Section 2.7(b) or out of the provision, as promptly as practicable after prior to the Effective Time, of the services to be repaidprovided following the Effective Time pursuant to any of the Ancillary Agreements shall be paid or settled following the Effective Time in the ordinary course of business or, if otherwise mutually agreed prior to the Effective Time by duly authorized representatives of SpinCo and YUM, cancelled, assigned or assumed by SpinCo or one (1) or more Subsidiaries of SpinCo. All other intercompany accounts receivable and accounts payable between any member of the YUM Group, on the one hand, and any member of the SpinCo Group, on the other hand, outstanding as of the Effective Time shall be paid, settled or otherwise eliminated by means of cash payments, a dividend, capital contribution, a combination of the foregoing, or otherwise as determined by Parent YUM in its sole and absolute discretion.

Termination of Agreements. (a) Except as set forth in Section 2.7(b2.9(b), in furtherance of the releases and other provisions of Section 4.1, SpinCo CoalCo and each other member of the SpinCo CoalCo Group, on the one hand, and Parent and each other member of the Parent Group, on the other hand, hereby terminate any and all agreements, arrangements, commitments or understandings, whether or not in writing, between or among SpinCo CoalCo and/or any other member of the SpinCo CoalCo Group, on the one hand, and Parent and/or any other member of the Parent Group, on the other hand, effective as of the Effective Time. No such terminated agreement, arrangement, commitment or understanding (including any provision thereof which purports to survive termination) shall be of any further force or effect after the Effective Time. 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. (b) The provisions of Section 2.7(a2.9(a) shall not apply to any of the following agreements, arrangements, commitments or understandings (or to any of the provisions thereof): (i) this Agreement and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by any of the Parties or any of the members of their respective Groups or to be continued from and after the Effective Time); (ii) any agreements, arrangements, commitments or understandings listed or described on Schedule 2.7(b)(ii2.9(b); (iii) any Transfer Documents, leases, subleases, easements, rights of way, licenses, surface use agreements or other real property related agreements between CoalCo or any member of the CoalCo Group, on the one hand, and Parent or any member of the Parent Group, on the other hand, that was entered into in the ordinary course of business or consistent with past practices; (iv) any agreements, arrangements, commitments or understandings to which any MLP Entity or Third Party (including MVP) is a party (including the Ongoing Commercial Contracts)party; (ivv) any intercompany accounts payable or accounts receivable accrued as of the Effective Time that are reflected in the books and records of the Parties or otherwise documented in writing in accordance with past practices, which shall be settled in the manner contemplated by Section 2.7(c2.9(c); (vi) any agreements, arrangements, commitments or understandings to which any non-wholly owned Subsidiary of Parent or CoalCo, as the case may be, is a party (it being understood that directors’ qualifying shares or similar interests shall be disregarded for purposes of determining whether a Subsidiary is wholly owned); and (vvii) any Shared Contracts. (c) All of the intercompany accounts receivable and accounts payable between any member of the Parent Group, on the one hand, and any member of the SpinCo Group (excluding the MLP Entities)CoalCo Group, on the other hand, outstanding as of the Effective Time shall, as promptly as practicable after the Effective Time, be repaid, settled or otherwise eliminated by means of cash payments, a dividend, capital contribution, a combination of the foregoing, or otherwise as determined by Parent in its sole and absolute discretion.

Termination of Agreements. (a) Except as set forth in Section 2.7(b), in furtherance of the releases and other provisions of Section 4.1, SpinCo Newco and each other member of the SpinCo Newco Group, on the one hand, and Parent Vornado and each other member of the Parent Vornado Group, on the other hand, hereby terminate any and all agreements, arrangements, commitments or understandings, whether or not in writing, between or among SpinCo Newco and/or any other member of the SpinCo Newco Group, on the one hand, and Parent Vornado and/or any other member of the Parent Vornado Group, on the other hand, effective or outstanding as of the Effective Time. No such terminated agreement, arrangement, commitment or understanding (including any provision thereof which purports to survive termination) shall be of any further force or effect after the Effective Time. 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. (b) The provisions of Section 2.7(a) shall not apply to any of the following agreements, arrangements, commitments or understandings (or to any of the provisions thereof): (i) this Agreement, the Master Agreement and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement, the Master Agreement or any Ancillary Agreement to be entered into by any of the Parties or any of the members of their respective Groups or to be continued from and after the Effective Time); (ii) any agreements, arrangements, commitments or understandings listed or described on Schedule 2.7(b)(ii); (iii) any agreements, arrangements, commitments or understandings to which any MLP Entity or Third Party (including MVP) is a party (including the Ongoing Commercial Contracts)party; (iv) any intercompany accounts payable or accounts receivable accrued as of the Effective Time that are reflected in the books and records of the Parties parties or otherwise documented in writing in accordance with past practices, which shall be settled in the manner contemplated by Section 2.7(c); (v) any agreements, arrangements, commitments or understandings to which any non-wholly owned Subsidiary of Vornado or Newco, as the case may be, is a party (it being understood that directors’ qualifying shares or similar interests will be disregarded for purposes of determining whether a Subsidiary is wholly owned); and (vvi) any Shared Contracts. (c) All of the intercompany accounts receivable and accounts payable between any member of the Parent Vornado Group, on the one hand, and any member of the SpinCo Group (excluding the MLP Entities)Newco Group, on the other hand, outstanding as of the Effective Time shall, as promptly as is practicable after the Effective Time, be repaid, settled or otherwise eliminated by the member owing such amount, by means of cash payments, a dividend, capital contribution, contribution or a combination of the foregoing, or otherwise as determined by Parent in its sole and absolute discretion.

Termination of Agreements. (a) Except as set forth in Section 2.7(b2.8(b), in furtherance of the releases and other provisions of Section 4.1, SpinCo and each other member of the SpinCo Group, on the one hand, and Parent and each other member of the Parent Group, on the other hand, (i) hereby terminate any and all agreements, arrangements, commitments or understandings, whether or not in writing, between or among SpinCo and/or any other member of the SpinCo Group, on the one hand, and Parent and/or any other member of the Parent Group, on the other hand, effective as of the Effective Time. No such terminated agreement, arrangement, commitment or understanding Time (including any provision thereof which purports to survive termination), and (ii) all agreements, arrangements, commitments or understandings, whether or not in writing, between or among SpinCo and/or any member of the SpinCo Group, on the one hand, and Parent and/or any member of the Parent Group, on the other hand, entered into prior to a Local Closing of a Deferred SpinCo Local Business shall be terminated effective as of such Local Closing (including any further force or effect after the Effective Timeprovision thereof which purports to survive termination). 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. (b) The provisions of Section 2.7(a2.8(a) shall not apply to any of the following agreements, arrangements, commitments or understandings (or to any of the provisions thereof): (i) this Agreement and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by any of the Parties or any of the members of their respective Groups or to be continued from and after the Effective Time); (ii) any agreements, arrangements, commitments or understandings listed or described on Schedule 2.7(b)(ii2.8(b)(ii); (iii) any agreements, arrangements, commitments or understandings to which any MLP Entity or Third Party (including MVP) is a party (including the Ongoing Commercial Contracts)thereto; (iv) any intercompany accounts payable or accounts receivable accrued as of the Effective Time (or, in the case of any Deferred SpinCo Local Business, as of the Local Closing Date) that are reflected in the books and records of the Parties or otherwise documented in writing in accordance with past practices, which shall be settled in the manner contemplated by Section 2.7(c2.8(c); (v) any agreements, arrangements, commitments or understandings to which any non-wholly owned Subsidiary of Parent or SpinCo, as the case may be, is a party (it being understood that directors’ qualifying shares or similar interests will be disregarded for purposes of determining whether a Subsidiary is wholly owned); and (vvi) any Shared Contracts. (c) All of the intercompany accounts receivable and accounts payable between any member of the Parent Group, on the one hand, and any member of the SpinCo Group (excluding the MLP Entities)Group, on the other hand, outstanding as of the Effective Time (or, in the case of any Deferred SpinCo Local Business, as of the Local Closing Date) shall, as promptly as reasonably practicable after the Effective TimeTime (or, as applicable, such Local Closing Date), be repaid, settled or otherwise eliminated by means of cash payments, a dividend, capital contribution, a combination of the foregoing, or otherwise as determined by Parent in its sole and absolute discretiondiscretion (it being understood and agreed by the Parties that all guarantees and Credit Support Instruments shall be governed by Section 2.7).

Termination of Agreements. (a) Except as set forth in Section 2.7(b), ) and Section 2.9 in furtherance of the releases and other provisions of Section 4.1, SpinCo and each other member of the SpinCo Group, on the one hand, and Parent and each other member of the Parent Group, on the other hand, hereby terminate any and all agreements, arrangements, commitments or understandings, whether or not in writing, between or among SpinCo and/or any other member of the SpinCo Group, on the one hand, and Parent and/or any other member of the Parent Group, on the other hand, effective as of the Effective Time. No such terminated agreement, arrangement, commitment or understanding (including any provision thereof which purports to survive termination) shall be of any further force or effect after the Effective Time. 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. (b) The provisions of Section 2.7(a) shall not apply to any of the following agreements, arrangements, commitments or understandings (or to any of the provisions thereof): (i) this Agreement and the Ancillary Agreements and the Plan of Reorganization (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by any of the Parties or any of the members of their respective Groups or to be continued from and after the Effective Time); (ii) any agreements, arrangements, commitments or understandings listed or described on Schedule 2.7(b)(ii); (iii) any agreements, arrangements, commitments or understandings to which any MLP Entity or Third Party (including MVP) is a party (including the Ongoing Commercial Contracts)thereto; (iv) any intercompany accounts payable or accounts receivable accrued as of the Effective Time that are reflected in the books and records of the Parties or otherwise documented in writing in accordance with past practices, which shall be settled in the manner contemplated by Section 2.7(c); (v) any agreements, arrangements, commitments or understandings to which any non-wholly owned Subsidiary of Parent or SpinCo, as the case may be, is a party (it being understood that directors’ qualifying shares or similar interests will be disregarded for purposes of determining whether a Subsidiary is wholly owned); and (vvi) any Shared Contracts. (c) All of the intercompany accounts receivable and accounts payable between any member of the Parent Group, on the one hand, and any member of the SpinCo Group (excluding the MLP Entities)Group, on the other hand, outstanding as of the Effective Time shall, as promptly as practicable after the Effective TimeTime (and in any event within 90 days after the end of the month immediately following the Effective Time or such longer time as Parent may determine), be repaid, settled or otherwise eliminated by means of cash payments, a dividend, distribution, capital contribution, a combination of the foregoing, or otherwise as determined by Parent in its sole and absolute discretion.

Termination of Agreements. (a) Except as set forth in Section 2.7(b), in furtherance of the releases and other provisions of Section 4.1, SpinCo Varex and each other member of the SpinCo Varex Group, on the one hand, and Parent and each other member of the Parent Group, on the other hand, hereby terminate any and all agreements, arrangements, commitments or understandings, whether or not in writing, between or among SpinCo Varex and/or any other member of the SpinCo Varex Group, on the one hand, and Parent and/or any other member of the Parent Group, on the other hand, effective as of the Effective Time. No such terminated agreement, arrangement, commitment or understanding (including any provision thereof which purports to survive termination) shall be of any further force or effect after the Effective Time. 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. (b) The provisions of Section 2.7(a) shall not apply to any of the following agreements, arrangements, commitments or understandings (or to any of the provisions thereof): (i) this Agreement Agreement, the Ancillary Agreements and the Ancillary Commercial Agreements (and each other agreement or instrument expressly contemplated by this Agreement, any Ancillary Agreement or any Ancillary Commercial Agreement to be entered into by any of the Parties or any of the members of their respective Groups or to be continued from and after the Effective Time); (ii) any agreements, arrangements, commitments or understandings listed or described on Schedule 2.7(b)(ii); (iii) any agreements, arrangements, commitments or understandings to which any MLP Entity or Third Party (including MVP) is a party (including the Ongoing Commercial Contracts)thereto; (iv) any intercompany accounts payable or accounts receivable accrued as of the Effective Time that are reflected in the books and records of the Parties or otherwise documented in writing in accordance with past practices, which shall be settled in the manner contemplated by Section 2.7(c); (v) any agreements, arrangements, commitments or understandings to which any non-wholly owned Subsidiary of Parent or Varex, as the case may be, is a party (it being understood that directors’ qualifying shares or similar interests will be disregarded for purposes of determining whether a Subsidiary is wholly owned); and (vvi) any Shared Contracts. (c) All of the intercompany accounts receivable and accounts payable between any member of the Parent Group, on the one hand, and any member of the SpinCo Group (excluding the MLP Entities)Varex Group, on the other hand, outstanding as of the Effective Time shalland arising out of the contracts or agreements described in Section 2.7(b) or out of the provision, prior to the Effective Time, of the services to be provided following the Effective Time pursuant to the Ancillary Agreements or the Commercial Agreements shall be repaid or settled following the Effective Time in the ordinary course of business or, if otherwise mutually agreed prior to the Effective Time by duly authorized representatives of Parent and Varex, cancelled. All other intercompany accounts receivable and accounts payable between any member of the Parent Group, on the one hand, and any member of the Varex Group, on the other hand, outstanding as of the Effective Time shall be repaid or settled immediately prior to or as promptly as practicable after the Effective Time, be repaid, settled or otherwise eliminated by means of cash payments, a dividend, capital contribution, a combination of the foregoing, or otherwise as determined by Parent in its sole and absolute discretion.

Termination of Agreements. (a) Except as set forth in Section 2.7(b2.9(b), in furtherance of the releases and other provisions of Section 4.1set forth in Article V, SpinCo Controlled and each other member of the SpinCo RemainCo Group, on the one hand, and Parent EESLP and each other member of the Parent SpinCo Group, on the other hand, hereby terminate any and all agreements, arrangements, commitments or understandings, whether or not in writing, between or among SpinCo Controlled and/or any other member of the SpinCo GroupRemainCo Group and/or any entity that shall be a member of the RemainCo Group as of the Effective Time, on the one hand, and Parent EESLP and/or any other member of the Parent GroupSpinCo Group (other than entities that shall be members of the RemainCo Group as of the Effective Time), on the other hand, effective as of the Effective Time. No such terminated agreement, arrangement, commitment or understanding (including any provision thereof which purports to survive termination) shall be of any further force or effect after the Effective Time. Each Party party shall, at the reasonable request of the any other Partyparty, take, or cause to be taken, such other actions as may be necessary to effect the foregoing. (b) The provisions of Section 2.7(a2.9(a) shall not apply to any of the following agreements, arrangements, commitments or understandings (or to any of the provisions thereof): (i) this Agreement and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by any of the Parties parties hereto or any of the members of their respective Groups or to be continued from Groups, including, for the avoidance of doubt, those agreements and after instruments entered into in connection with the Effective TimeSpinCo Credit Facility and the OpCo Credit Facility); (ii) any agreements, arrangements, commitments or understandings filed as an exhibit, whether in preliminary or final form, to the Form 10 or otherwise listed or described on Schedule 2.7(b)(ii2.9(b)(ii); (iii) any agreements, arrangements, commitments or understandings to which any MLP Entity or Third Party (including MVP) Person other than the parties hereto and the members of their respective Groups is a party (including it being understood that to the Ongoing Commercial Contractsextent that the rights and obligations of the parties and the members of their respective Groups under any such agreements, arrangements, commitments or understandings constitute Controlled Assets or Controlled Liabilities, they shall be assigned pursuant to Section 2.4 and that to the extent that the rights and obligations of the parties and the members of their respective Groups under any such agreements, arrangements, commitments or understandings constitute SpinCo Assets or SpinCo Liabilities, they shall be assigned pursuant to Section 4.1 to the extent they are not already held by a member of the SpinCo Group); (iv) any intercompany accounts payable or accounts receivable accrued as of the Effective Time that are reflected in the books and records of the Parties or otherwise documented in writing in accordance with past practices, which shall be settled in the manner contemplated by Section 2.7(cdescribed on Schedule 2.9(b)(iv); and (v) any Shared Contracts. (c) All of the intercompany accounts receivable and accounts payable between agreements, arrangements, commitments or understandings to which any member of the Parent Group, on the one hand, and any member of the RemainCo Group or SpinCo Group (excluding the MLP Entities)other than RemainCo, on the other handSpinCo, outstanding as of the Effective Time shallControlled or EESLP, as promptly as practicable after the case may be) is a party (it being understood that directors’ qualifying shares or similar interests shall be disregarded for purposes of determining whether a Subsidiary is wholly owned); (vi) any Shared Contracts; and (vii) any other agreements, arrangements, commitments or understandings that this Agreement or any Ancillary Agreement expressly contemplates shall survive the Effective Time, be repaid, settled or otherwise eliminated by means of cash payments, a dividend, capital contribution, a combination of the foregoing, or otherwise as determined by Parent in its sole and absolute discretion.

Termination of Agreements. (a) Except as set forth in Section 2.7(b2.4(b), in furtherance of the releases and other provisions of Section 4.15.1, SpinCo Ralliant and each other member of the SpinCo Ralliant Group, on the one hand, and Parent Fortive and each other member of the Parent Fortive Group, on the other hand, hereby terminate any and all agreements, arrangements, commitments or understandings, whether or not in writing, between or among SpinCo Ralliant and/or any other member of the SpinCo Ralliant Group, on the one hand, and Parent Fortive and/or any other member of the Parent Fortive Group, on the other hand, effective as of the Effective Time. No such terminated agreement, arrangement, commitment or understanding (including any provision thereof which purports to survive termination) shall be of any further force or effect after the Effective Time. 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. (b) The provisions of Section 2.7(a2.4(a) shall not apply to any of the following agreements, arrangements, commitments or understandings (or to any of the provisions thereof): (i) this Agreement and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by any of the Parties or any of the members of their respective Groups or to be continued from and after the Effective Time)Continuing Arrangements; (ii) any agreements, arrangements, commitments or understandings listed to which any Person other than the Parties or described on Schedule 2.7(b)(ii)any members of their respective Groups is a party; (iii) any agreements, arrangements, commitments or understandings to which any MLP Entity or Third Party (including MVP) is a party (including the Ongoing Commercial Contracts); (iv) any intercompany accounts payable or payable, accounts receivable or other indebtedness accrued or otherwise outstanding as of the Effective Time that are reflected in the books and records of the Parties or otherwise documented in writing in accordance with past practices, which shall be settled in the manner contemplated by Section 2.7(c2.4(c); (iv) any agreements, arrangements, commitments or understandings to which any non-wholly owned Subsidiary of Fortive or Ralliant, as the case may be, is a party (it being understood that directors’ qualifying shares or similar interests shall be disregarded for purposes of determining whether a Subsidiary is wholly owned); and (v) any Shared Contracts. (c) All of the intercompany accounts receivable and receivable, accounts payable and other indebtedness between any member of the Parent Fortive Group, on the one hand, and any member of the SpinCo Group (excluding the MLP Entities)Ralliant Group, on the other hand, accrued or otherwise outstanding as of the Effective Time shall, as promptly as practicable after of the Effective Time, be repaid, settled or otherwise eliminated by means of cash payments, a dividend, capital contribution, a combination of the foregoing, or otherwise as determined by Parent Fortive in its sole and absolute discretion.

Termination of Agreements. (a) Except as set forth in Section 2.7(b2.06(b), in furtherance of the releases and other provisions of Section 4.14.01 hereof, SpinCo the Company and each other member of Person in the SpinCo Company Group, on the one hand, and Parent MMC and each other member of Person in the Parent MMC Group, on the other hand, hereby terminate any and all agreements, arrangements, commitments or understandingsunderstandings (including all intercompany accounts payable or accounts receivable between a member of the MMC Group, on the one hand, and a member of the Company Group, on the other hand (“Intercompany Accounts”) accrued as of the Effective Date, other than ordinary course accounts payable and accounts receivable, which shall not be terminated), whether or not in writing, between or among SpinCo and/or the Company and any other member of Person in the SpinCo Company Group, on the one hand, and Parent and/or MMC and any other member of Person in the Parent MMC Group, on the other hand, effective as of the Effective TimeDate. No such terminated agreement, arrangement, commitment commitment, understanding or understanding Intercompany Account (including any provision thereof which purports to survive termination) shall be of any further force or effect after the Effective TimeDate. Each Party party shall, at the reasonable request of the any other Partyparty, take, or cause to be taken, such other actions as may be necessary to effect the foregoing. (b) The provisions of Section 2.7(a2.06(a) shall not apply to any of the following agreements, arrangements, commitments commitments, understandings or understandings Intercompany Accounts (or to any of the provisions thereof): (i) this Agreement and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by any of the Parties parties hereto or any of the members of Person in their respective Groups or to be continued from and after the Effective TimeGroups); (ii) any agreements, arrangements, commitments or understandings listed set forth or described on Schedule 2.7(b)(ii2.06(b); (iii) any agreements, arrangements, commitments or understandings to which any MLP Entity or Third Party (including MVP) Person other than the parties hereto and their respective Affiliates is a party (including the Ongoing Commercial Contracts)party; and (iv) any intercompany accounts payable other agreements, arrangements, commitments, understandings or accounts receivable accrued as of Intercompany Accounts that this Agreement or any Ancillary Agreement expressly contemplates will survive the Effective Time that are reflected in the books and records of the Parties or otherwise documented in writing in accordance with past practices, which shall be settled in the manner contemplated by Section 2.7(c); and (v) any Shared ContractsDate. (c) All of the intercompany accounts receivable and accounts payable between any member of the Parent Group, on the one hand, and any member of the SpinCo Group (excluding the MLP Entities), on the other hand, outstanding as of the Effective Time shall, as promptly as practicable after the Effective Time, be repaid, settled or otherwise eliminated by means of cash payments, a dividend, capital contribution, a combination of the foregoing, or otherwise as determined by Parent in its sole and absolute discretion.

Termination of Agreements. (a) Except as set forth in Section 2.7(b), in furtherance of the releases and other provisions of Section 4.1, SpinCo Concentrix and each other member of the SpinCo Concentrix Group, on the one hand, and Parent SYNNEX and each other member of the Parent SYNNEX Group, on the other hand, hereby terminate any and all agreements, arrangements, commitments or understandings, whether or not in writing, between or among SpinCo Concentrix and/or any other member of the SpinCo Concentrix Group, on the one hand, and Parent SYNNEX and/or any other member of the Parent SYNNEX Group, on the other hand, effective as of the Effective Time. No such terminated agreement, arrangement, commitment or understanding (including any provision thereof which purports to survive termination) shall be of any further force or effect after the Effective Time. 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. (b) The provisions of Section 2.7(a) shall not apply to any of the following agreements, arrangements, commitments or understandings (or to any of the provisions thereof): (i) this Agreement Agreement, the Ancillary Agreements and the Ancillary Commercial Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement or Commercial Agreement to be entered into by any of the Parties or any of the members of their respective Groups or to be continued from and after the Effective Time); (ii) any agreements, arrangements, commitments or understandings listed or described on Schedule 2.7(b)(ii); (iii) any agreements, arrangements, commitments or understandings to which any MLP Entity or Third Party (including MVP) is a party (including the Ongoing Commercial Contracts)party; (iv) any intercompany accounts payable or accounts receivable accrued as of the Effective Time that are reflected in the books and records of the Parties or otherwise documented in writing in accordance with past practices, which shall be settled in the manner contemplated by Section 2.7(c); and (v) any Shared Contracts. (c) All of the intercompany accounts receivable and accounts payable between any member of the Parent SYNNEX Group, on the one hand, and any member of the SpinCo Group (excluding the MLP Entities)Concentrix Group, on the other hand, outstanding as of the Effective Time shalland arising out of the contracts or agreements described in Section 2.7(b) or out of the provision, prior to the Effective Time, of the services to be provided following the Effective Time pursuant to the Ancillary Agreements or the Commercial Agreements shall be repaid or settled following the Effective Time in the ordinary course of business or, if otherwise mutually agreed prior to the Effective Time by duly authorized representatives of Concentrix and SYNNEX, cancelled, assigned or assumed by Concentrix or one or more Concentrix Subsidiaries. All other intercompany accounts receivable and accounts payable between any member of the SYNNEX Group, on the one hand, and any member of the Concentrix Group, on the other hand, outstanding as of the Effective Time shall be repaid or settled as promptly as practicable after the Effective Time, be repaid, settled or otherwise eliminated by means of cash payments, a dividend, capital contribution, a combination of the foregoing, or otherwise as determined by Parent in its sole and absolute discretion.

Termination of Agreements. (a) Except as set forth in Section 2.7(b), in furtherance of the releases and other provisions of Section 4.1, SpinCo PayPal and each other member of the SpinCo PayPal Group, on the one hand, and Parent eBay and each other member of the Parent eBay Group, on the other hand, hereby terminate any and all agreements, arrangements, commitments or understandings, whether or not in writing, between or among SpinCo PayPal and/or any other member of the SpinCo PayPal Group, on the one hand, and Parent eBay and/or any other member of the Parent eBay Group, on the other hand, effective as of the Effective Time. No such terminated agreement, arrangement, commitment or understanding (including any provision thereof which purports to survive termination) shall be of any further force or effect after the Effective Time. 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. (b) The provisions of Section 2.7(a) shall not apply to any of the following agreements, arrangements, commitments or understandings (or to any of the provisions thereof): (i) this Agreement Agreement, the Ancillary Agreements and the Ancillary Commercial Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement or Commercial Agreement to be entered into by any of the Parties or any of the members of their respective Groups or to be continued from and after the Effective Time); (ii) any agreements, arrangements, commitments or understandings listed or described on Schedule 2.7(b)(ii); (iii) any agreements, arrangements, commitments or understandings to which any MLP Entity or Third Party (including MVP) is a party (including the Ongoing Commercial Contracts)party; (iv) any intercompany accounts payable or accounts receivable accrued as of the Effective Time that are reflected in the books and records of the Parties or otherwise documented in writing in accordance with past practices, which shall be settled in the manner contemplated by Section 2.7(c); (v) any agreements, arrangements, commitments or understandings to which any non-wholly owned Subsidiary of eBay or PayPal, as the case may be, is a party (it being understood that directors’ qualifying shares or similar interests will be disregarded for purposes of determining whether a Subsidiary is wholly owned); and (vvi) any Shared Contracts. (c) All of the intercompany accounts receivable and accounts payable between any member of the Parent eBay Group, on the one hand, and any member of the SpinCo Group (excluding the MLP Entities)PayPal Group, on the other hand, outstanding as of the Effective Time shalland arising out of the contracts or agreements described in Section 2.7(b) or out of the provision, prior to the Effective Time, of the services to be provided following the Effective Time pursuant to the Ancillary Agreements or the Commercial Agreements shall be repaid or settled following the Effective Time in the ordinary course of business or, if otherwise mutually agreed prior to the Effective Time by duly authorized representatives of PayPal and eBay, cancelled, assigned or assumed by PayPal or one or more PayPal Subsidiaries. All other intercompany accounts receivable and accounts payable between any member of the eBay Group, on the one hand, and any member of the PayPal Group, on the other hand, outstanding as of the Effective Time shall be repaid or settled as promptly as practicable after the Effective Time, be repaid, settled or otherwise eliminated by means of cash payments, a dividend, capital contribution, a combination of the foregoing, or otherwise as determined by Parent in its sole and absolute discretion.

Termination of Agreements. (a) Except as set forth in Section 2.7(b), in furtherance of the releases and other provisions of Section 4.1, SpinCo Varex and each other member of the SpinCo Varex Group, on the one hand, and Parent and each other member of the Parent Group, on the other hand, hereby terminate any and all agreements, arrangements, commitments or understandings, whether or not in writing, between or among SpinCo Varex and/or any other member of the SpinCo Varex Group, on the one hand, and Parent and/or any other member of the Parent Group, on the other hand, effective as of the Effective Time. No such terminated agreement, arrangement, commitment or understanding (including any provision thereof which purports to survive termination) shall be of any further force or effect after the Effective Time. 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. (b) The provisions of Section 2.7(a) shall not apply to any of the following agreements, arrangements, commitments or understandings (or to any of the provisions thereof): (i) this Agreement Agreement, the Ancillary Agreements and the Ancillary Commercial Agreements (and each other agreement or instrument expressly contemplated by this Agreement, any Ancillary Agreement or any Ancillary Commercial Agreement to be entered into by any of the Parties or any of the members of their respective Groups or to be continued from and after the Effective Time); (ii) any agreements, arrangements, commitments or understandings listed or described on Schedule 2.7(b)(ii); (iii) any agreements, arrangements, commitments or understandings to which any MLP Entity or Third Party (including MVP) is a party (including the Ongoing Commercial Contracts)thereto; (iv) any intercompany accounts payable or accounts receivable accrued as of the Effective Time that are reflected in the books and records of the Parties or otherwise documented in writing in accordance with past practices, which shall be settled in the manner contemplated by Section 2.7(c); and (v) any Shared Contracts. (c) All agreements, arrangements, commitments or understandings to which any non-wholly owned Subsidiary of the intercompany accounts receivable and accounts payable between any member of the Parent Group, on the one hand, and any member of the SpinCo Group (excluding the MLP Entities), on the other hand, outstanding as of the Effective Time shallor Varex, as promptly as practicable after the Effective Timecase may be, is a party (it being understood that directors’ qualifying shares or similar interests will be repaid, settled or otherwise eliminated by means disregarded for purposes of cash payments, determining whether a dividend, capital contribution, a combination of the foregoing, or otherwise as determined by Parent in its sole Subsidiary is wholly owned); and absolute discretion.(vi) any

Termination of Agreements. (a) Except as set forth in Section 2.7(b), in furtherance of the releases and other provisions of Section 4.1, SpinCo WPG and each other member of the SpinCo WPG Group, on the one hand, and Parent SPG and each other member of the Parent SPG Group, on the other hand, hereby terminate any and all agreements, arrangements, commitments or understandings, whether or not in writing, between or among SpinCo WPG and/or any other member of the SpinCo WPG Group, on the one hand, and Parent SPG and/or any other member of the Parent SPG Group, on the other hand, effective as of the Effective Time. No such terminated agreement, arrangement, commitment or understanding (including any provision thereof which purports to survive termination) shall be of any further force or effect after the Effective Time. 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. (b) The provisions of Section 2.7(a) shall not apply to any of the following agreements, arrangements, commitments or understandings (or to any of the provisions thereof): (i) this Agreement and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by any of the Parties or any of the members of their respective Groups or to be continued from and after the Effective Time); (ii) any agreements, arrangements, commitments or understandings listed or described on Schedule 2.7(b)(ii); (iii) any agreements, arrangements, commitments or understandings to which any MLP Entity or Third Party (including MVP) is a party (including the Ongoing Commercial Contracts)thereto; (iv) any intercompany accounts payable or accounts receivable accrued as of the Effective Time that are reflected in the books and records of the Parties or otherwise documented in writing in accordance with past practices, which shall be settled in the manner contemplated by Section 2.7(c); (v) any agreements, arrangements, commitments or understandings to which any non-wholly owned Subsidiary of SPG or WPG, as the case may be, is a party (it being understood that directors’ qualifying shares or similar interests will be disregarded for purposes of determining whether a Subsidiary is wholly owned); and (vvi) any Shared Contracts. (c) All of the intercompany accounts receivable and accounts payable between any member of the Parent SPG Group, on the one hand, and any member of the SpinCo Group (excluding the MLP Entities)WPG Group, on the other hand, outstanding as of the Effective Time shall, as promptly as practicable after the Effective Time, be repaid, settled or otherwise eliminated by means of cash payments, a dividend, capital contribution, a combination of the foregoing, or otherwise as determined by Parent SPG in its sole and absolute discretion.

Termination of Agreements. (a) Except as set forth in Section 2.7(b2.04(b), in furtherance of the releases and other provisions of Section 4.15.01 hereof, SpinCo Water Pik and each other member of the SpinCo Water Pik Group, on the one hand, and Parent each of ATI and each other member the respective members of the Parent ATI Group, on the other hand, hereby terminate any and all agreements, arrangements, commitments or understandings, whether or not in writing, between or among SpinCo Water Pik and/or any other member of the SpinCo Water Pik Group, on the one hand, and Parent and/or ATI or any other member of the Parent ATI Group, on the other hand, effective as of the Effective Time, including (except as set forth in Schedule 2.04(a)) any intercompany accounts payable or accounts receivable accrued as of the Effective Time that are reflected in the books and records of the parties or otherwise documented in writing in accordance with past practices; provided, however, to the extent that the termination of any such agreement, arrangement, commitment or understanding is inconsistent with any Ancillary Agreement, such termination shall be effective as of the date of effectiveness of the applicable Ancillary Agreement. No such terminated agreement, arrangement, commitment or understanding (including any provision thereof which purports to survive termination) shall be of any further force or effect after the Effective TimeTime (or, to the extent contemplated by the proviso to the immediately preceding sentence, after the effective time of the applicable Ancillary Agreement). Each Party party shall, at the reasonable request of the any other Partyparty, take, or cause to be taken, such other actions as may be necessary to effect the foregoing. (b) The provisions of Section 2.7(a2.04(a) shall not apply to any of the following agreements, arrangements, commitments or understandings (or to any of the provisions thereof): (i) this Agreement and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by any of the Parties parties hereto or any of the members of their respective Groups or to be continued from and after the Effective TimeGroups); (ii) any agreements, arrangements, commitments or understandings listed or described on Schedule 2.7(b)(ii2.04(b)(ii); (iii) any agreements, arrangements, commitments or understandings to which any MLP Entity or Third Party (including MVP) Person other than the parties hereto and their respective Affiliates is a party (including it being understood that to the Ongoing Commercial Contractsextent that the rights and obligations of the parties and the members of their respective Groups under any such agreements, arrangements, commitments or understandings constitute Water Pik Assets or Water Pik Liabilities, they shall be assigned and assumed pursuant to Section 2.01); and (iv) any intercompany accounts payable other agreements, arrangements, commitments or accounts receivable accrued as of the Effective Time understandings that are reflected in the books and records of the Parties this Agreement or otherwise documented in writing in accordance with past practices, which shall be settled in the manner contemplated by Section 2.7(c); and (v) any Shared Contracts. (c) All of the intercompany accounts receivable and accounts payable between any member of the Parent Group, on the one hand, and any member of the SpinCo Group (excluding the MLP Entities), on the other hand, outstanding as of the Effective Time shall, as promptly as practicable after Ancillary Agreement expressly contemplates will survive the Effective Time, be repaid, settled or otherwise eliminated by means of cash payments, a dividend, capital contribution, a combination of the foregoing, or otherwise as determined by Parent in its sole and absolute discretion.

Termination of Agreements. (a) Except as set forth in Section 2.7(b), in furtherance of the releases and other provisions of Section 4.1, SpinCo CURB and each other member of the SpinCo CURB Group, on the one hand, and Parent SITC and each other member of the Parent SITC Group, on the other hand, hereby terminate any and all agreements, arrangements, commitments or understandings, whether or not in writing, between or among SpinCo CURB and/or any other member of the SpinCo CURB Group, on the one hand, and Parent SITC and/or any other member of the Parent SITC Group, on the other hand, effective as of the Effective Time. No such terminated agreement, arrangement, commitment or understanding (including any provision thereof which purports to survive termination) shall be of any further force or effect after the Effective Time. 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. (b) The provisions of Section 2.7(a) shall not apply to any of the following agreements, arrangements, commitments or understandings (or to any of the provisions thereof): (i) this Agreement and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by any of the Parties or any of the members of their respective Groups or to be continued from and after the Effective Time); (ii) any agreements, arrangements, commitments or understandings listed or described on Schedule 2.7(b)(ii) (collectively, the “Continuing Contracts”), if any; (iii) any agreements, arrangements, commitments or understandings to which any MLP Entity or Third Party (including MVP) is a party (including the Ongoing Commercial Contracts)party; (iv) any intercompany accounts payable or accounts receivable accrued as of the Effective Time that are reflected in the books and records of the Parties or otherwise documented in writing in accordance with past practices, which shall be settled in the manner contemplated by Section 2.7(c); and (v) any Shared agreements, arrangements, commitments or understandings to which any non-wholly owned Subsidiary of SITC or CURB, as the case may be, is a party (it being understood that directors’ qualifying shares or similar interests will be disregarded for purposes of determining whether a Subsidiary is wholly owned); and (vi) any Commingled Contracts. (c) All of the intercompany accounts receivable and accounts payable between any member of the Parent SITC Group, on the one hand, and any member of the SpinCo Group (excluding the MLP Entities)CURB Group, on the other hand, outstanding as of the Effective Time shall, as promptly as practicable after (other than those set forth on Schedule 2.7(c)) shall be repaid and settled following the Effective TimeTime in the ordinary course of business or, be repaidif otherwise mutually agreed by duly authorized representatives of SITC and CURB, settled or otherwise eliminated by means of cash payments, a dividend, capital contribution, a combination of the foregoing, or otherwise as determined by Parent in its sole and absolute discretioncancelled.

Termination of Agreements. (a) Except as set forth in Section 2.7(b2.4(b), in furtherance of the releases and other provisions of Section 4.15.1 hereof, SpinCo Avaya and each other member of the SpinCo Avaya Group, on the one hand, and Parent Lucent and each other member of the Parent Lucent Group, on the other hand, hereby terminate terminate, any and all agreements, arrangements, commitments or understandings, whether or not in writing, between or among SpinCo Avaya and/or any other member of the SpinCo Avaya Group, on the one hand, and Parent Lucent and/or any other member of the Parent Lucent Group, on the other hand, effective as of the Effective TimeDistribution Date. No such terminated agreement, arrangement, commitment or understanding (including any provision thereof which purports to survive termination) shall be of any further force or effect after the Effective TimeDistribution Date. Each Party party shall, at the reasonable request of the any other Partyparty, take, or cause to be taken, such other actions as may be necessary to effect the foregoing. (b) The provisions of Section 2.7(a2.4(a) shall not apply to any of the following agreements, arrangements, commitments or understandings (or to any of the provisions thereof): (i) this Agreement and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by any of the Parties parties hereto or any of the members of their respective Groups or to be continued from and after the Effective TimeGroups); (ii) any agreements, arrangements, orders, commitments or understandings listed or described on Schedule 2.7(b)(ii2.4(b)(ii) (the "Crossover Agreements"); (iii) any agreements, arrangements, commitments or understandings to which any MLP Entity or Third Party (including MVP) Person other than the parties hereto and their respective Affiliates is a party (including it being understood that to the Ongoing Commercial Contractsextent that the rights and obligations of the parties and the members of their respective Groups under any such agreements, arrangements, commitments or understandings constitute Avaya Assets or Avaya Liabilities, they shall be assigned pursuant to Section 2.1); (iv) any intercompany accounts payable or accounts receivable accrued as of the Effective Time Distribution Date that are reflected in the books and records of the Parties parties or otherwise documented in writing in accordance with past practices, which shall be settled in the manner contemplated by Section 2.7(c); and (v) any Shared Contractsagreements, arrangements, commitments or understandings to which any non-wholly owned Subsidiary of Lucent or Avaya, as the case may be, is a party (it being understood that directors' qualifying shares or similar interests will be disregarded for purposes of determining whether a Subsidiary is wholly owned); (vi) any written Tax sharing or Tax allocation agreements to which any member of any Group is a party; and (vii) any other agreements, arrangements, commitments or understandings that this Agreement or any Ancillary Agreement expressly contemplates will survive the Distribution Date. (c) All On the Distribution Date, Lucent and Avaya shall each be in the process of performing under the intercompany accounts receivable Crossover Agreements or providing products, software or services related to their respective businesses pursuant to the Crossover Agreements. The parties intend that Lucent and/or Avaya, as the case may be, shall, or shall cause their respective Affiliates to, continue to perform as a subcontractor or supplier to the other under the Crossover Agreements and accounts payable between any member of to provide products, software or services related to their respective businesses pursuant to the Parent Group, Crossover Agreements on the one handterms and conditions set forth in any such Crossover Agreement for the entire unexpired initial term thereof, including any renewal options that may be unilaterally exercised by the customer (but not for any other term of renewal). The prices and terms for any member of such products, software and services under the SpinCo Group (excluding Crossover Agreements to be charged by the MLP Entities), on subcontracting party under any such Crossover Agreement after the Distribution Date to the other hand, outstanding as party shall be established to ensure compliance with the existing terms and conditions of the Effective Time shall, as promptly as practicable after the Effective Time, be repaid, settled or otherwise eliminated by means of cash payments, a dividend, capital contribution, a combination of the foregoing, or otherwise as determined by Parent in its sole and absolute discretionsuch Crossover Agreement.

Termination of Agreements. (a) Except as set forth in Section 2.7(b2.4(b), in furtherance of the releases and other provisions of Section 4.15.1, SpinCo Ralliant and each other member of the SpinCo Ralliant Group, on the one hand, and Parent Fortive and each other member of the Parent Fortive Group, on the other hand, hereby terminate any and all agreements, arrangements, commitments or understandings, whether or not in writing, between or among SpinCo Ralliant and/or any other member of the SpinCo Ralliant Group, on the one hand, and Parent Fortive and/or any other member of the Parent Fortive Group, on the other hand, effective as of the Effective Time. No such terminated agreement, arrangement, commitment or understanding (including any provision thereof which purports to survive termination) shall be of any further force or effect after the Effective Time. 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. (b) The provisions of Section 2.7(a2.4(a) shall not apply to any of the following agreements, arrangements, commitments or understandings (or to any of the provisions thereof): (i) this Agreement and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by any of the Parties or any of the members of their respective Groups or to be continued from and after the Effective Time); (ii) any agreements, arrangements, commitments or understandings listed or described on Schedule 2.7(b)(ii2.4(b)(ii), which shall be treated as described therein; (iii) any agreements, arrangements, commitments or understandings to which any MLP Entity Person other than the Parties or Third Party (including MVP) any members of their respective Groups is a party (including the Ongoing Commercial Contracts)party; (iv) any intercompany accounts payable or payable, accounts receivable or other indebtedness accrued or otherwise outstanding as of the Effective Time that are reflected in the books and records of the Parties or otherwise documented in writing in accordance with past practices, which shall be settled in the manner contemplated by Section 2.7(c2.4(c); (v) any agreements, arrangements, commitments or understandings to which any non-wholly owned Subsidiary of Fortive or Ralliant, as the case may be, is a party (it being understood that directors’ qualifying shares or similar interests shall be disregarded for purposes of determining whether a Subsidiary is wholly owned); and (vvi) any Shared Contracts. (c) All Other than any agreements, arrangements, commitments or understandings listed or described on Schedule 2.4(b)(ii), all of the intercompany accounts receivable and receivable, accounts payable and other indebtedness between any member of the Parent Fortive Group, on the one hand, and any member of the SpinCo Group (excluding the MLP Entities)Ralliant Group, on the other hand, accrued or otherwise outstanding as of the Effective Time shall, as promptly as practicable after of the Effective Time, be repaid, settled or otherwise eliminated by means of cash payments, a dividend, capital contribution, a combination of the foregoing, or otherwise as determined by Parent Fortive in its sole and absolute discretion.

Termination of Agreements. (a) Except as set forth in Section 2.7(b3.01(b), in furtherance of the releases and other provisions of Section 4.1, SpinCo 9.01 hereof: (i) the Company and each other member of Person in the SpinCo Company Group, on the one hand, and Parent RBS and each other member of Person in the Parent RBS Group, on the other hand, hereby terminate any and all agreements, arrangements, commitments or understandings, whether or not in writing, between or among SpinCo and/or the Company and any other member of Person in the SpinCo Company Group, on the one hand, and Parent and/or RBS and any other member of Person in the Parent RBS Group, on the other hand, effective as of the Effective TimeDate. No such terminated agreement, arrangement, commitment or understanding (including any provision thereof which purports to survive termination) shall be of any further force or effect after the Effective TimeDate and (ii) all intercompany accounts or balances arising on or prior to the Effective Date (collectively, “Intercompany Accounts”), between any member of the Company Group and any member of the RBS Group shall be invoiced promptly after the Effective Date and paid within forty-five (45) days of receipt of invoice. Each Party shall, at the reasonable request of the any other Party, take, or cause to be taken, such other actions as may be necessary to effect the foregoing. (b) The provisions of Section 2.7(a3.01(a) shall not apply to any of the following agreements, arrangements, commitments commitments, understandings or understandings Intercompany Accounts (or to any of the provisions thereof): (i) this Agreement and Agreement; (ii) the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement Agreement, or any Ancillary Agreement to be entered into by any of the Parties or any of the members of Person in their respective Groups or to be continued from and after the Effective Time); (ii) any agreements, arrangements, commitments or understandings listed or described on Schedule 2.7(b)(iiGroups); (iii) any agreements, arrangements, commitments or understandings to which any MLP Entity set forth or Third Party (including MVP) is a party (including the Ongoing Commercial Contractsdescribed on Schedule 3.01(b)(iii); (iv) any intercompany accounts payable or accounts receivable accrued as of the Effective Time that are reflected in the books and records of the Parties or otherwise documented in writing in accordance with past practices, which shall be settled in the manner contemplated by Section 2.7(c)In-Scope Arrangements; and (v) any Shared other agreements, arrangements, commitments, understandings or Intercompany Accounts that this Agreement or any Ancillary Agreement expressly contemplates will survive the Effective Date (collectively, the “Surviving Contracts”). (c) All of Notwithstanding anything in this Agreement to the intercompany accounts receivable and accounts payable between any member of contrary, in the Parent Groupevent the Parties agree in writing that an agreement, on the one handarrangement, and any member of the SpinCo Group (excluding the MLP Entities), on the other hand, outstanding as of the Effective Time shall, as promptly as practicable commitment or understanding terminated pursuant to Section 3.01(a) should have remained in force or effect after the Effective TimeDate, such agreement, arrangement, commitment or understanding shall pursuant to this Section 3.01(c) be repaiddeemed a Surviving Contract and each Party shall, settled at the reasonable request of any other Party, take, or otherwise eliminated by means of cash paymentscause to be taken, a dividend, capital contribution, a combination of such other actions as may be necessary to effect the foregoing, or otherwise as determined by Parent in its sole and absolute discretion.

Termination of Agreements. (a) Except as set forth in Section 2.7(b), in furtherance of the releases and other provisions of Section 4.1, SpinCo Sysorex and each other member of the SpinCo Sysorex Group, on the one hand, and Parent and each other member of the Parent Group, on the other hand, hereby terminate any and all agreements, arrangements, commitments or understandings, whether or not in writing, between or among SpinCo Sysorex and/or any other member of the SpinCo Sysorex Group, on the one hand, and Parent and/or any other member of the Parent Group, on the other hand, effective as of the Effective Time. No such terminated agreement, arrangement, commitment or understanding (including any provision thereof which purports to survive termination) shall be of any further force or effect after the Effective Time. 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. (b) The provisions of Section 2.7(a) shall not apply to any of the following agreements, arrangements, commitments or understandings (or to any of the provisions thereof): (i) this Agreement and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by any of the Parties or any of the members of their respective Groups or to be continued from and after the Effective Time); (ii) any agreements, arrangements, commitments or understandings listed or described on Schedule 2.7(b)(ii); (iii) any agreements, arrangements, commitments or understandings to which any MLP Entity or Third Party (including MVP) is a party (including the Ongoing Commercial Contracts)thereto; (iv) any intercompany accounts payable or accounts receivable accrued as of the Effective Time that are reflected in the books and records of the Parties or otherwise documented in writing in accordance with past practices, which shall be settled in the manner contemplated by Section 2.7(c); and (v) any Shared Contracts. (c) All of the intercompany accounts receivable and accounts payable between any member of the Parent Group, on the one hand, and any member of the SpinCo Group (excluding the MLP Entities)Sysorex Group, on the other hand, outstanding as of the Effective Time shalland arising out of the contracts or agreements described in Section 2.7(b) or out of the provision, prior to the Effective Time, of the services to be provided following the Effective Time pursuant to the Ancillary Agreements shall be repaid or settled following the Effective Time in the ordinary course of business or, if otherwise mutually agreed prior to the Effective Time by duly authorized representatives of Parent and Sysorex, cancelled. All other intercompany accounts receivable and accounts payable between any member of the Parent Group, on the one hand, and any member of the Sysorex Group, on the other hand, outstanding as of the Effective Time shall be repaid or settled immediately prior to or as promptly as practicable after the Effective Time, be repaid, settled or otherwise eliminated by means of cash payments, a dividend, capital contribution, a combination of the foregoing, or otherwise as determined by Parent in its sole and absolute discretion.

Termination of Agreements. (a) Except as set forth in Section 2.7(b2.8(b), in furtherance of the releases and other provisions of Section 4.1, SpinCo AFI and each other member of the SpinCo AFI Group, on the one hand, and Parent AWI and each other member of the Parent AWI Group, on the other hand, hereby terminate any and all agreements, arrangements, commitments or understandings, whether or not in writing, between or among SpinCo AFI and/or any other member of the SpinCo AFI Group, on the one hand, and Parent AWI and/or any other member of the Parent AWI Group, on the other hand, effective as of the Division Effective Time. No such terminated agreement, arrangement, commitment or understanding (including any provision thereof which purports to survive termination) shall be of any further force or effect after the Division Effective Time. 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. (b) The provisions of Section 2.7(a2.8(a) shall not apply to any of the following agreements, arrangements, commitments or understandings (or to any of the provisions thereof): (i) this Agreement and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by any of the Parties or any of the members of their respective Groups or to be continued from and after the Division Effective Time); (ii) any agreements, arrangements, commitments or understandings listed or described on Schedule 2.7(b)(ii2.8(b)(ii); (iii) any agreements, arrangements, commitments or understandings to which any MLP Entity or Third Party (including MVP) is also a party (including the Ongoing Commercial Contracts)thereto; (iv) any intercompany accounts payable or accounts receivable accrued as of the Division Effective Time that are reflected in the books and records of the Parties or otherwise documented in writing in accordance with past practices, which shall be settled in the manner contemplated by Section 2.7(c2.8(c); (v) any agreements, arrangements, commitments or understandings to which any non-wholly owned Subsidiary of AWI or AFI, as the case may be, is a party (it being understood that directors’ qualifying shares or similar interests will be disregarded for purposes of determining whether a Subsidiary is wholly owned); and (vvi) any Shared Contracts. (c) All of the intercompany accounts receivable and accounts payable between any member of the Parent AWI Group, on the one hand, and any member of the SpinCo Group (excluding the MLP Entities)AFI Group, on the other hand, outstanding as of the Division Effective Time shall, as promptly as practicable after the Division Effective Time, be repaid, settled or otherwise eliminated by means of cash payments, a dividend, capital contribution, a combination of the foregoing, or otherwise as determined by Parent AWI in its sole and absolute discretion.

Termination of Agreements. (a) Except as set forth in Section 2.7(b2.2(b), in furtherance of the releases and other provisions of Section 4.14.1 hereof, SpinCo MOD-PAC and each other member of the SpinCo MOD-PAC Group, on the one hand, and Parent Astronics and each other member of the Parent Astronics Group, on the other hand, hereby terminate terminate, any and all agreements, arrangements, commitments or understandings, whether or not in writing, between or among SpinCo MOD-PAC and/or any other member of the SpinCo MOD-PAC Group, on the one hand, and Parent Astronics and/or any other member of the Parent Astronics Group, on the other hand, effective as of the Effective TimeDistribution Date. No such terminated agreement, arrangement, commitment or understanding (including any provision thereof which purports to survive termination) shall be of any further force or effect after the Effective TimeDistribution Date. Each Party party shall, at the reasonable request of the any other Partyparty, take, or cause to be taken, such other actions as may be necessary to effect the foregoing. (b) The provisions of Section 2.7(a2.2(a) shall not apply to any of the following agreements, arrangements, commitments or understandings (or to any of the provisions thereof): (i) this Agreement and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by any of the Parties parties hereto or any of the members of their respective Groups or to be continued from and after the Effective TimeGroups); (ii) any agreements, arrangements, commitments or understandings listed or described on Schedule 2.7(b)(ii)to which any Person other than the parties hereto and their respective Affiliates is a party; (iii) any agreements, arrangements, commitments or understandings to which any MLP Entity or Third Party (including MVP) is a party (including the Ongoing Commercial Contracts); (iv) any intercompany accounts payable or accounts receivable accrued as of the Effective Time Distribution Date that are reflected in the books and records of the Parties parties or otherwise documented in writing in accordance with past practices, which shall be settled in the manner contemplated by Section 2.7(c); and (viv) any Shared Contractsother agreements, arrangements, commitments or understandings that this Agreement or any Ancillary Agreement expressly contemplates will survive the Distribution Date. (c) All of the intercompany accounts receivable and accounts payable between any member of the Parent Group, on the one hand, and any member of the SpinCo Group (excluding the MLP Entities), on the other hand, outstanding as of the Effective Time shall, as promptly as practicable after the Effective Time, be repaid, settled or otherwise eliminated by means of cash payments, a dividend, capital contribution, a combination of the foregoing, or otherwise as determined by Parent in its sole and absolute discretion.

Termination of Agreements. (a) Except as set forth in Section 2.7(b), in furtherance of the releases and other provisions of Section 4.1, SpinCo PayPal and each other member of the SpinCo PayPal Group, on the one hand, and Parent eBay and each other member of the Parent eBay Group, on the other hand, hereby terminate any and all agreements, arrangements, commitments or understandings, whether or not in writing, between or among SpinCo PayPal and/or any other member of the SpinCo PayPal Group, on the one hand, and Parent eBay and/or any other member of the Parent eBay Group, on the other hand, effective as of the Effective Time. No such terminated agreement, arrangement, commitment or understanding (including any provision thereof which purports to survive termination) shall be of any further force or effect after the Effective Time. 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. (b) The provisions of Section 2.7(a) shall not apply to any of the following agreements, arrangements, commitments or understandings (or to any of the provisions thereof): (i) this Agreement Agreement, the Ancillary Agreements and the Ancillary Commercial Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement or Commercial Agreement to be entered into by any of the Parties or any of the members of their respective Groups or to be continued from and after the Effective Time); (ii) any agreements, arrangements, commitments or understandings listed or described on Schedule 2.7(b)(ii); (iii) any agreements, arrangements, commitments or understandings to which any MLP Entity or Third Party (including MVP) is a party (including the Ongoing Commercial Contracts)party; (iv) any intercompany accounts payable or accounts receivable accrued as of the Effective Time that are reflected in the books and records of the Parties or otherwise documented in writing in accordance with past practices, which shall be settled in the manner contemplated by Section 2.7(c); and (v) any Shared Contracts. (c) All agreements, arrangements, commitments or understandings to which any non-wholly owned Subsidiary of the intercompany accounts receivable and accounts payable between any member of the Parent Group, on the one hand, and any member of the SpinCo Group (excluding the MLP Entities), on the other hand, outstanding as of the Effective Time shalleBay or PayPal, as promptly as practicable after the Effective Timecase may be, is a party (it being understood that directors’ qualifying shares or similar interests will be repaid, settled or otherwise eliminated by means disregarded for purposes of cash payments, determining whether a dividend, capital contribution, a combination of the foregoing, or otherwise as determined by Parent in its sole Subsidiary is wholly owned); and absolute discretion.(vi) any

Termination of Agreements. (a) Except as set forth in Section 2.7(b2.8(b), in furtherance of the releases and other provisions of Section 4.1, SpinCo AFI and each other member of the SpinCo AFI Group, on the one hand, and Parent AWI and each other member of the Parent AWI Group, on the other hand, hereby terminate any and all agreements, arrangements, commitments or understandings, whether or not in writing, between or among SpinCo AFI and/or any other member of the SpinCo AFI Group, on the one hand, and Parent AWI and/or any other member of the Parent AWI Group, on the other hand, effective as of the Division Effective Time. No such terminated agreement, arrangement, commitment or understanding (including any provision thereof which purports to survive termination) shall be of any further force or effect after the Division Effective Time. 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. (b) The provisions of Section 2.7(a2.8(a) shall not apply to any of the following agreements, arrangements, commitments or understandings (or to any of the provisions thereof): (i) this Agreement and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by any of the Parties or any of the members of their respective Groups or to be continued from and after the Division Effective Time); (ii) any agreements, arrangements, commitments or understandings listed or described on Schedule 2.7(b)(ii2.8(b)(ii); (iii) any agreements, arrangements, commitments or understandings to which any MLP Entity or Third Party (including MVP) is also a party (including the Ongoing Commercial Contracts)thereto; (iv) any intercompany accounts payable or accounts receivable accrued as of the Division Effective Time that are reflected in the books and records of the Parties or otherwise documented in writing in accordance with past practices, which shall be settled in the manner contemplated by Section 2.7(c2.8(c); (v) any agreements, arrangements, commitments or understandings to which any non-wholly owned Subsidiary of AWI or AFI, as the case may be, is a party (it being understood that directors’ qualifying shares or similar interests will be disregarded for purposes of determining whether a Subsidiary is wholly owned); and (vvi) any Shared Contracts. (c) All of the intercompany accounts receivable and accounts payable between any member of the Parent Group, on the one hand, and any member of the SpinCo Group (excluding the MLP Entities), on the other hand, outstanding as of the Effective Time shall, as promptly as practicable after the Effective Time, be repaid, settled or otherwise eliminated by means of cash payments, a dividend, capital contribution, a combination of the foregoing, or otherwise as determined by Parent in its sole and absolute discretion.any

Termination of Agreements. (a) Except as set forth in Section 2.7(b)) or as mutually agreed upon by the Parties, in furtherance of the releases and other provisions of Section 4.13.1, SpinCo StudioCo and each other member of the SpinCo StudioCo Group, on the one hand, and Parent and each other member of the Parent Group, on the other hand, hereby terminate any and all agreements, arrangements, commitments or understandings, whether or not in writing, between or among SpinCo StudioCo and/or any other member of the SpinCo StudioCo Group, on the one hand, and Parent and/or any other member of the Parent Group, on the other hand, effective as of the Effective Time. No such terminated agreement, arrangement, commitment or understanding (including any provision thereof which purports to survive termination) shall be of any further force or effect after the Effective Time. 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. (b) The provisions of Section 2.7(a) shall not apply to any of the following agreements, arrangements, commitments or understandings (or to any of the provisions thereof): ): (i) this Agreement, the Ancillary Agreements, the Business Combination Agreement and the Ancillary Agreements other Transaction Documents (as such term is defined in the Business Combination Agreement) (and each other agreement or instrument expressly contemplated by this Agreement, any Ancillary Agreement, the Business Combination Agreement or any Ancillary Agreement other Transaction Document to be entered into by any of the Parties or any of the members of their respective Groups or to be continued from and after the Effective Time); ; (ii) any agreements, arrangements, commitments or understandings intercompany accounts receivable, accounts payable or other intercompany accounts listed or described on Schedule 2.7(b)(ii); , which shall be treated as described therein; (iii) any agreements, arrangements, commitments or understandings to which any MLP Entity or Third Party is a party thereto, including any Shared Contracts; (including MVPiv) any agreements, arrangements, commitments or understandings contemplated by the Shared Services Agreement; (v) any intercompany commercial agreements, arrangements, commitments or understandings between any member of the Parent Group, on the one hand, and any member of the StudioCo Group, on the other hand relating to the development, production and distribution of projects of the Studio Business or the Starz Business, as applicable (the “Intercompany Project Agreements”); (vi) any Starz Series Contracts; and (vii) any agreements, arrangements, commitments or understandings to which any non-wholly owned Subsidiary of Parent or StudioCo, as the case may be, is a party (including the Ongoing Commercial Contractsit being understood that directors’ qualifying shares or similar interests will be disregarded for purposes of determining whether a Subsidiary is wholly owned); (iv) any intercompany accounts payable or accounts receivable accrued as of the Effective Time that are reflected in the books and records of the Parties or otherwise documented in writing in accordance with past practices, which shall be settled in the manner contemplated by Section 2.7(c); and (v) any Shared Contracts. (c) All of the intercompany accounts receivable and accounts payable between any member of the Parent Group, on the one hand, and any member of the SpinCo Group (excluding the MLP Entities)StudioCo Group, on the other hand, outstanding as of the Effective Time shalland arising out of the contracts or agreements described in Section 2.7(b) or out of the provision, prior to the Effective Time, of the services to be provided following the Effective Time pursuant to the Ancillary Agreements shall be repaid or settled following the Effective Time in the ordinary course of business or, if otherwise mutually agreed prior to the Effective Time by duly authorized representatives of Parent and StudioCo, cancelled. All other intercompany accounts receivable and accounts payable between any member of the Parent Group, on the one hand, and any member of the StudioCo Group, on the other hand, outstanding as of the Effective Time shall be repaid or settled immediately prior to or as promptly as practicable after the Effective Time, be repaid, settled or otherwise eliminated by means of cash payments, a dividend, capital contribution, a combination of the foregoing, or otherwise as determined by Parent in its sole and absolute discretion.