OR ANY OTHER AGREEMENT ENTERED
INTO IN CONNECTION THEREWITH AND FOR ANY COUNTERCLAIM WITH RESPECT THERETO.
IN
THE EVENT OF ANY BREACH OF THE PROVISIONS OF THIS AGREEMENT, THE NON-BREACHING
PARTY SHALL BE ENTITLED TO SEEK EQUITABLE RELIEF, INCLUDING IN THE FORM OF
INJUNCTIONS AND ORDERS FOR SPECIFIC PERFORMANCE, WHERE THE APPLICABLE LEGAL
STANDARDS FOR SUCH RELIEF IN SUCH COURTS ARE MET, IN ADDITION TO ALL OTHER
REMEDIES AVAILABLE TO THE NON-BREACHING PARTY WITH RESPECT THERETO AT LAW OR IN
EQUITY.
39
22.9
FURTHER ASSURANCES.
FROM TIME TO TIME AFTER THE
CLOSING DATE, AS AND WHEN REQUESTED BY ONE OF THE PARTIES, THE OTHER PARTIES
WILL USE THEIR COMMERCIALLY REASONABLE EFFORTS TO EXECUTE AND DELIVER, OR CAUSE
TO BE EXECUTED AND DELIVERED, ALL SUCH DOCUMENTS AND INSTRUMENTS AS MAY BE
REASONABLY NECESSARY OR APPROPRIATE, IN THE REASONABLE OPINION OF COUNSEL FOR
SUPPLIER AND THE BUYERS, TO PROVIDE OR RECEIVE THE SERVICES OR PERFORM THE
OBLIGATIONS CONTEMPLATED BY THIS AGREEMENT.
22.10
SEVERABILITY.
IF ANY PROVISION OF THIS AGREEMENT IS
DETERMINED TO BE INVALID, ILLEGAL OR UNENFORCEABLE BY ANY GOVERNMENTAL
AUTHORITY, THE REMAINING PROVISIONS OF THIS AGREEMENT TO THE EXTENT PERMITTED BY
LAW SHALL REMAIN IN FULL FORCE AND EFFECT PROVIDED THAT THE ESSENTIAL TERMS AND
CONDITIONS OF THIS AGREEMENT FOR BOTH PARTIES REMAIN VALID, BINDING AND
ENFORCEABLE AND PROVIDED THAT THE ECONOMIC AND LEGAL SUBSTANCE OF THE
TRANSACTIONS CONTEMPLATED IS NOT AFFECTED IN ANY MANNER MATERIALLY ADVERSE TO
ANY PARTY.
IN THE EVENT OF ANY SUCH DETERMINATION, THE PARTIES AGREE TO
NEGOTIATE IN GOOD FAITH TO MODIFY THIS AGREEMENT TO FULFILL, AS CLOSELY AS
POSSIBLE, THE ORIGINAL INTENTS AND PURPOSES HEREOF.
TO THE EXTENT PERMITTED BY
LAW, THE PARTIES HEREBY TO THE SAME EXTENT WAIVE ANY PROVISION OF LAW THAT
RENDERS ANY PROVISION HEREOF PROHIBITED OR UNENFORCEABLE IN ANY RESPECT.
22.11
NO THIRD-PARTY BENEFICIARY.
NOTHING HEREIN EXPRESSED
OR IMPLIED IS INTENDED TO CONFER UPON ANY PERSON, OTHER THAN THE PARTIES AND
THEIR RESPECTIVE PERMITTED ASSIGNEES, ANY RIGHT, OBLIGATIONS OR LIABILITIES
UNDER OR BY REASON OF THIS AGREEMENT; PROVIDED HOWEVER, THAT NOTWITHSTANDING THE
FOREGOING, EACH SUBSIDIARY OF THE SURVIVING CORPORATION WHICH ENGAGES IN THE
SPINCO BUSINESS AS CONDUCTED ON THE CLOSING DATE AS A SUCCESSOR TO ONE OR MORE
OF THE CONTRIBUTING COMPANIES IN WHOLE OR IN PART IS AN INTENDED THIRD-PARTY
BENEFICIARY.
22.12
INDEPENDENT CONTRACTOR.
THE PARTIES HERETO UNDERSTAND
AND AGREE THAT THIS AGREEMENT DOES NOT MAKE ANY OF THEM AN AGENT OR LEGAL
REPRESENTATIVE OF ANY OTHER FOR ANY PURPOSE WHATEVER.
NO PARTY IS GRANTED, BY
THIS AGREEMENT OR OTHERWISE, ANY RIGHT OR AUTHORITY TO ASSUME OR CREATE ANY
OBLIGATION OR RESPONSIBILITY, EXPRESS OR IMPLIED, ON BEHALF OF OR IN THE NAME OF
ANY OTHER PARTY OR TO BIND ANY OTHER PARTY IN ANY MANNER WHATSOEVER.
THE
PARTIES EXPRESSLY ACKNOWLEDGE (I) THAT SUPPLIER AND ITS AFFILIATES ARE
INDEPENDENT CONTRACTORS WITH RESPECT TO THE BUYERS AND THEIR AFFILIATES IN ALL
RESPECTS, INCLUDING, WITHOUT LIMITATION, THE PROVISION OF TRANSITION SERVICES
AND (II) THE PARTIES ARE NOT PARTNERS, JOINT VENTURERS, EMPLOYEES OR