McKesson 2005 Annual Report Download - page 262

Section 12.11 Integration; Binding Effect; Survival of Terms.
(a) This Agreement and each other Transaction Document contain the final and complete integration of all prior expressions by the
parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the
subject matter hereof superseding all prior oral or written understandings.
(b) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted
assigns (including any trustee in bankruptcy). This Agreement shall create and constitute the continuing obligations of the parties hereto in
accordance with its terms and shall remain in full force and effect until terminated in accordance with its terms; provided, however, that the
rights and remedies with respect to (i) any breach of any representation and warranty made by any Seller Party pursuant to Article IV, (ii) the
indemnification and payment provisions of Article IX, and Sections 12.5 and 12.6 shall be continuing and shall survive any termination of this
Agreement.
Section 12.12 Counterparts; Severability; Section References. This Agreement may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken
together shall constitute one and the same Agreement. Any provisions of this Agreement which are prohibited or unenforceable in any
j
urisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision
in any other jurisdiction. Unless otherwise expressly indicated, all references herein to “Article,” “Section,” “Schedule” or “Exhibit” shall
mean articles and sections of, and schedules and exhibits to, this Agreement.
Section 12.13 Agent Roles.
(a) Bank One Roles. Each of the Committed Purchasers acknowledges that Bank One acts, or may in the future act, (i) as administrative
agent for one or more of the Conduit Purchasers, (ii) as Managing Agent for one or more of the Conduit Purchasers, (iii) as issuing and paying
agent for one or more Conduit Purchaser’s Commercial Paper, (iv) to provide credit or liquidity enhancement for the timely payment for one or
more Conduit Purchaser’s Commercial Paper and (v) to provide other services from time to time for some or all of the Purchasers (collectively,
the “Bank One Roles”). Without limiting the generality of this Section 12.13(a), each Committed Purchaser hereby acknowledges and consents
to any and all Bank One Roles and agrees that in connection with any Bank One Role, Bank One may take, or refrain from taking, any action
that it, in its discretion, deems appropriate, including, without limitation, in its role as administrative agent for the related Conduit Purchasers,
and the giving of notice of a mandatory purchase pursuant its Liquidity Agreement.
(b) Managing Agent Institution Roles. Each of the Committed Purchasers acknowledges that each Committed Purchaser that serves as a
Managing Agent hereunder (a “Managing Agent Institution”) acts, or may in the future act, (i) as Managing Agent for a Conduit Purchaser or
Conduit Purchasers, (ii) as issuing and paying agent for such Conduit Purchaser’s Commercial Paper, (iii) to provide credit or liquidity
enhancement for the timely
43