Common use of Transfer of Business Contracts Clause in Contracts

Transfer of Business Contracts. The parties acknowledge and agree that certain Contracts relating to the marketing, sales and distribution activities of IMS and its Affiliates set forth on Section 4.19(c) of the Disclosure Schedule (the "Retained Contracts") shall be Excluded Contracts and thereby be retained by IMS or its Affiliates during the Transition Period for the territory or activity to which such Retained Contract relates. IMS and its Affiliates shall conduct their activities with respect to such Retained Contracts solely in accordance with Section 4.19(a) as if such Retained Contracts were Transition Assets and such Retained Contracts shall be held and managed for the benefit of the Company. Subject to compliance with the foregoing requirements, IMS and its Affiliates shall include the revenues from, and expenses, costs and liabilities arising under, such Retained Contracts in the amounts calculated and remitted under the IMA Transition Services Agreement. At the end of the applicable Transition Period, IMS shall or shall cause its Affiliates to transfer or assign the Retained Contracts to an Affiliate of PGIO or such other Person as the Company may request and such Affiliate of PGIO or other Person shall assume any and all rights and obligations under such Retained Contracts arising after the date of such transfer or assignment.

Transfer of Business Contracts. The parties acknowledge and agree that certain Contracts relating to the marketing, sales and distribution activities of IMS and its Affiliates set forth on Section 4.19(c4.19(d) of the Disclosure Schedule (the "Retained Contracts") shall be Excluded Contracts and thereby be retained by IMS or its Affiliates during the Transition Period for the territory or activity to which such Retained Contract relates. IMS and its Affiliates shall conduct their activities with respect to such Retained Contracts solely in accordance with Section 4.19(a) as if such Retained Contracts were Transition Assets and such Retained Contracts shall be held and managed for the benefit of the Company. Subject to compliance with the foregoing requirements, IMS and its Affiliates shall include the revenues from, and expenses, costs and liabilities arising under, such Retained Contracts in the amounts calculated and remitted under the IMA Transition Services Agreement. At the end of the applicable Transition Period, IMS shall or shall cause its Affiliates to transfer or assign the Retained Contracts to an Affiliate of PGIO or such other Person as the Company may request and such Affiliate of PGIO or other Person shall assume any and all rights and obligations under such Retained Contracts arising after the date of such transfer or assignment.