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
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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,