ITS RIGHTS OR DELEGATE ANY OF ITS DUTIES UNDER THIS AGREEMENT WITHOUT THE
PRIOR WRITTEN CONSENT OF THE OTHER PARTY (WHICH CONSENT SHALL NOT BE
UNREASONABLY WITHHELD OR DELAYED).
THIS AGREEMENT SHALL BE BINDING UPON, AND
SHALL INURE TO THE BENEFIT OF, THE PARTIES AND THEIR RESPECTIVE SUCCESSORS AND
PERMITTED ASSIGNS.
10.5
NO THIRD-PARTY BENEFICIARIES; NO TERMINATION OF
EMPLOYMENT.
NO PROVISION OF THIS AGREEMENT SHALL BE CONSTRUED TO CREATE ANY
RIGHT, OR ACCELERATE ENTITLEMENT, TO ANY COMPENSATION OR BENEFIT WHATSOEVER ON
THE PART OF ANY ACTIVE SPINCO EMPLOYEE OR FORMER SPINCO EMPLOYEE UNDER ANY
SUPPLIER PLAN OR SPINCO PLAN OR OTHERWISE.
WITHOUT LIMITING THE GENERALITY OF
THE FOREGOING, NEITHER THE DISTRIBUTION NOR THE TERMINATION OF THE CONTROLLED
GROUP STATUS OF A AFFILIATE OF SPINCO SHALL CAUSE ANY EMPLOYEE TO BE DEEMED TO
HAVE INCURRED A
17
TERMINATION OF EMPLOYMENT THAT BY ITSELF ENTITLES SUCH INDIVIDUAL TO THE
COMMENCEMENT OF BENEFITS UNDER ANY OF THE SUPPLIER PLANS, ANY OF THE SPINCO
PLANS, OR ANY INDIVIDUAL AGREEMENTS.
10.6
RIGHT TO AMEND OR TERMINATE ANY PLANS.
NOTHING IN
THIS AGREEMENT OTHER THAN THOSE PROVISIONS SPECIFICALLY SET FORTH IN THIS
AGREEMENT TO THE CONTRARY SHALL PRECLUDE SPINCO OR SUPPLIER, AT ANY TIME AFTER
THE DISTRIBUTION DATE, FROM AMENDING, MERGING, MODIFYING, TERMINATING,
ELIMINATING, REDUCING, OR OTHERWISE ALTERING IN ANY RESPECT ANY SPINCO PLAN OR
SUPPLIER PLAN, RESPECTIVELY, ANY BENEFIT UNDER ANY PLAN OR ANY TRUST, INSURANCE
POLICY OR FUNDING VEHICLE RELATED TO ANY SPINCO PLAN OR SUPPLIER PLAN.
10.7
EFFECT IF DISTRIBUTION DOES NOT OCCUR.
IF THE
DISTRIBUTION DOES NOT OCCUR, THEN ALL ACTIONS AND EVENTS THAT ARE, UNDER THIS
AGREEMENT, TO BE TAKEN OR OCCUR EFFECTIVE AS OF THE DISTRIBUTION DATE,
IMMEDIATELY AFTER THE DISTRIBUTION DATE, OR OTHERWISE IN CONNECTION WITH THE
DISTRIBUTION, SHALL NOT BE TAKEN OR OCCUR EXCEPT TO THE EXTENT SPECIFICALLY
AGREED TO IN WRITING BY SPINCO AND SUPPLIER.
10.8
RELATIONSHIP OF PARTIES.
NOTHING IN THIS AGREEMENT
SHALL BE DEEMED OR CONSTRUED BY THE PARTIES OR ANY THIRD PARTY AS CREATING THE
RELATIONSHIP OF PRINCIPAL AND AGENT, OR A PARTNERSHIP OR JOINT VENTURE BETWEEN
THE PARTIES, IT BEING UNDERSTOOD AND AGREED THAT NO PROVISION CONTAINED IN THIS
AGREEMENT, AND NO ACT OF THE PARTIES, SHALL BE DEEMED TO CREATE ANY RELATIONSHIP
BETWEEN THE PARTIES OTHER THAN THE RELATIONSHIP SET FORTH IN THIS AGREEMENT.
10.9
AFFILIATES.
EACH OF SUPPLIER AND SPINCO SHALL CAUSE
TO BE PERFORMED, AND HEREBY GUARANTEES THE PERFORMANCE OF, ALL ACTIONS,
AGREEMENTS AND OBLIGATIONS SET FORTH IN THIS AGREEMENT TO BE PERFORMED BY
AFFILIATES OF SUPPLIER OR AFFILIATES OF SPINCO, RESPECTIVELY, WHERE RELEVANT.
10.10
FURTHER ASSURANCES AND CONSENTS
IN ADDITION TO THE
ACTIONS SPECIFICALLY PROVIDED FOR ELSEWHERE IN THIS AGREEMENT, EACH OF THE
PARTIES WILL USE ITS REASONABLE BEST EFFORTS TO (A) EXECUTE AND DELIVER SUCH
FURTHER INSTRUMENTS AND DOCUMENTS AND TAKE SUCH OTHER ACTIONS AS ANY OTHER PARTY
MAY REASONABLY REQUEST IN ORDER TO EFFECTUATE THE PURPOSES OF THIS AGREEMENT AND
TO CARRY OUT THE TERMS OF THIS AGREEMENT AND (B) TAKE, OR CAUSE TO BE TAKEN,