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This excerpt taken from the C 10-Q filed Aug 7, 2009. 4.14 Ongoing
Commercial Relationships. The Sellers shall provide the Purchaser, by no later than May 31,
2009, with a list of all material ongoing
commercial and other contractual relationships between one or more of the Sellers and their
Affiliates (other than NCS and the Group Companies), on the one hand, and one
or more of NCS and the Group Companies, on the other hand (the “Related Party Relationships”). In relation to each such Related Party
Relationship, except as set forth on Schedule 4.14:
(a) if such Related Party Relationship is to be continued pursuant to the Transition Services Agreement and/or Master Services Agreement, such Ancillary Agreement shall govern;(b) if such Related Party Relationship is pursuant to a contract that can be terminated within 90 days after Closing or is with a counterparty that is not wholly-owned, directly or indirectly, by Citigroup Inc., such Related Party Relationship shall (subject to the receipt of third party consents, if any are required) be continued in accordance with such contract unless the relevant parties agree otherwise; and(c) in the case of any other Related Party Relationship, if the contract relating thereto is determined (whether before or after the Closing) to be on terms that are materially worse, in the aggregate, from those that would exist in an arm’s length relationship, then the party that is disadvantaged by such non-arm’s length terms may require the other party(ies) to the contract to amend the terms thereof to be consistent with those that would exist in an arm’s length relationship and, if the counterparty/ies refuses within 30 days to agree to such amendment, the disadvantaged party may terminate such agreement without penalty or liability for such termination. |
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