Common use of Additional Unspecified Services Clause in Contracts

Additional Unspecified Services. (a) After the date of this Agreement, if Encompass or Enhabit (i) identifies a service that (x) the Encompass Group provided to the Enhabit Group prior to the Distribution Date that Enhabit reasonably needs in order for the Enhabit Business to continue to operate in substantially the same manner in which the Enhabit Business operated prior to the Distribution Date, and such service was not included on Schedule A (other than because the Parties expressly agreed that such service shall not be provided), or (y) the Enhabit Group provided to the Encompass Group prior to the Distribution Date that Encompass reasonably needs in order for the Encompass Business to continue to operate in substantially the same manner in which the Encompass Business operated prior to the Distribution Date, and such service was not included on Schedule B (other than because the Parties expressly agreed that such service shall not be provided) and (ii) provides written notice to the other Party prior to the date that is sixty (60) days following the Distribution Date requesting such additional services, then such other Party shall use its commercially reasonable efforts to provide such requested additional services (such requested additional services, the “Additional Services”); provided, however, that no Party shall be obligated to provide any Additional Service if it does not, in its reasonable judgment, have adequate resources to provide such Additional Service or if the provision of such Additional Service would significantly disrupt the operation of its businesses; and provided, further, that a Provider shall not be required to provide any Additional Services if the Parties, despite using good-faith efforts, are unable to reach agreement on the terms thereof (including with respect to Service Charges therefor). If the Parties agree that any Additional Service shall be provided and received in accordance with this Section 2.3(a), the Encompass Services Managers (as defined below) and the relevant Encompass Functional Area Service Manager (as defined below) with respect to such Additional Service, on the one hand, and the Enhabit Services Managers (as defined below) and the relevant Enhabit Functional Area Service Manager (as defined below) with respect to such Additional Service, on the other, shall in good faith negotiate on an arm’s-length basis the terms of a supplement to the applicable Schedule, which terms shall be consistent with the terms of, and the pricing methodology used for, similar Services provided under this Agreement. Upon the mutual written agreement of the Parties, the supplement to the applicable Schedule shall describe in reasonable detail the Service Charge and the nature, scope, service period(s) (which, with respect to any such Additional Service, shall expire no later than the date set forth in clause (c) of Section 2.2), termination provisions and other terms applicable to such Additional Services in a manner similar to that in which the Services are described in the existing Schedules. Each supplement to the applicable Schedule, as agreed in writing by the Parties, shall be deemed part of this Agreement as of the date of such agreement, and the Additional Services set forth therein shall be deemed “Services” provided under this Agreement, in each case, subject to the terms and conditions of this Agreement.

Additional Unspecified Services. (a) After the date of this Agreement, if Encompass HXXX or Enhabit HBIO (i) identifies a service that (x) the Encompass Group HBIO Entities provided to the Enhabit Group HXXX Business prior to the Distribution Date that Enhabit HXXX reasonably needs in order for the Enhabit HXXX Business to continue to operate in substantially the same manner in which the Enhabit HXXX Business operated prior to the Distribution Date, and such service was not included on Schedule A (other than because the Parties expressly agreed that such service shall not be provided), or (y) the Enhabit Group HXXX Entities provided to the Encompass Group HBIO or its Affiliates prior to the Distribution Date that Encompass HBIO reasonably needs in order for the Encompass HBIO Business to continue to operate in substantially the same manner in which the Encompass HBIO Business operated prior to the Distribution Date, and such service was not included on Schedule B (other than because the Parties expressly agreed that such service shall not be provided) ), and (ii) provides written notice to the other Party prior to the date that is sixty within one hundred twenty (60120) days following the Distribution Date requesting such additional services, then such other Party party shall use its commercially reasonable efforts to provide such requested additional services (such requested additional services, the “Additional Services”); provided, however, that no Party shall be obligated to provide any Additional Service if it does not, in its reasonable judgment, have adequate resources to provide such Additional Service or if the provision of such Additional Service would significantly disrupt the operation of its businesses; and provided. Notwithstanding the foregoing, further, that a the Provider shall not be required promptly notify the Recipient if it deems itself unable to provide such Additional Service, and will use commercially reasonable efforts to cooperate with the Recipient to identify and engage a third party to provide comparable services to the Recipient, the payment for which will be negotiated directly between the Recipient and such third party. In connection with any request for Additional Services if the Parties, despite using good-faith efforts, are unable to reach agreement on the terms thereof (including with respect to Service Charges therefor). If the Parties agree that any Additional Service shall be provided and received in accordance with this Section 2.3(a2.03(a), the Encompass HBIO Services Managers (as defined below) Manager and the relevant Encompass Functional Area Service HXXX Services Manager (as defined below) with respect to such Additional Service, on the one hand, and the Enhabit Services Managers (as defined below) and the relevant Enhabit Functional Area Service Manager (as defined below) with respect to such Additional Service, on the other, shall in good faith negotiate on an arm’s-length basis the terms of a supplement to the applicable supplemental Schedule, which terms shall be consistent with the terms of, and the pricing methodology used for, similar Services provided under this Agreement. Upon the mutual written agreement of the Parties, the supplement The Parties shall agree to the applicable Service Charge and the supplemental Schedule shall describe in reasonable detail the Service Charge and the nature, scope, service period(s) (which, with respect to any such Additional Service, shall expire no later than the date set forth in clause (c) of Section 2.2), termination provisions and other terms applicable to such Additional Services in a manner similar to that in which the Services are described in the existing SchedulesServices. Each supplement to the applicable supplemental Schedule, as agreed to in writing by the Parties, shall be deemed part of this Agreement as of the date of such agreement, agreement and the Additional Services set forth therein shall be deemed “Services” provided under this Agreement, in each case, case subject to the terms and conditions of this Agreement.

Additional Unspecified Services. (a) After the date of this Agreement, if Encompass CBS or Enhabit Radio (i) identifies a service that (x) the Encompass CBS Group provided to the Enhabit Radio Group prior to the Distribution Date IPO Closing Time that Enhabit Radio reasonably needs in order for the Enhabit Radio Business to continue to operate in substantially the same manner in which the Enhabit Radio Business operated prior to the Distribution DateIPO Closing Time, and such service was not included on Schedule A (other than because the Parties expressly mutually and knowingly agreed that such service shall not be provided), or (y) the Enhabit Radio Group provided to the Encompass CBS Group prior to the Distribution Date IPO Closing Time that Encompass CBS reasonably needs in order for the Encompass CBS Business to continue to operate in substantially the same manner in which the Encompass CBS Business operated prior to the Distribution DateIPO Closing Time, and such service was not included on Schedule B (other than because the Parties expressly mutually and knowingly agreed that such service shall not be provided) ), and (ii) provides written notice to the other Party prior to within three (3) months following the date that is sixty (60) days following the Distribution Date of this Agreement requesting such additional services, then such other Party shall use its commercially reasonable efforts to provide such requested additional services (such requested additional services, the “Additional Services”); provided, however, that no Party shall be obligated to provide any Additional Service if it does not, in its reasonable judgment, have adequate resources to provide such Additional Service or if the provision of such Additional Service would significantly disrupt the operation of its businesses; and provided, further, that a the Provider shall not be required to provide any Additional Services if the Parties, despite using good-good faith efforts, are unable to reach agreement on the terms thereof (including with respect to Service Charges therefor). If the Parties agree that In connection with any request for Additional Service shall be provided and received Services in accordance with this Section 2.3(a2.03(a), the Encompass CBS Services Managers (as defined below) Manager and the relevant Encompass Functional Area Service Radio Services Manager (as defined below) with respect to such Additional Service, on the one hand, and the Enhabit Services Managers (as defined below) and the relevant Enhabit Functional Area Service Manager (as defined below) with respect to such Additional Service, on the other, shall in good faith negotiate on an arm’s-length basis the terms of a supplement to the applicable Schedule, which terms shall be consistent with the terms of, and the pricing methodology used for, similar Services provided under this Agreement. Upon the mutual written agreement of the Parties, the supplement to the applicable Schedule shall describe in reasonable detail the Service Charge and the nature, scope, service period(s) (which, with respect to any such Additional Service, shall expire no later than the date set forth in clause (c) of Section 2.2), termination provisions and other terms applicable to such Additional Services in a manner similar to that in which the Services are described in the existing Schedules. Each supplement to the applicable Schedule, as agreed to in writing by the Parties, shall be deemed part of this Agreement as of the date of such agreement, and the Additional Services set forth therein shall be deemed “Services” provided under this Agreement, in each case, case subject to the terms and conditions of this Agreement.

Additional Unspecified Services. (a) After the date of this Agreement, if Encompass nVent or Enhabit Pentair (i) identifies a service that (x) the Encompass Pentair Group provided to the Enhabit nVent Group in the twelve (12) months prior to the Distribution Date that Enhabit nVent reasonably needs in order for the Enhabit Electrical Business to continue to operate in substantially the same manner in which the Enhabit Electrical Business operated prior to the Distribution Date, and such service was not included on Schedule A (other than because the Parties expressly agreed that such service shall not be provided), or (y) the Enhabit nVent Group provided to the Encompass Pentair Group in the twelve (12) months prior to the Distribution Date that Encompass Pentair reasonably needs in order for the Encompass Pentair Business to continue to operate in substantially the same manner in which the Encompass Pentair Business operated prior to the Distribution Date, and such service was not included on Schedule B (other than because the Parties expressly agreed that such service shall not be provided) ), and (ii) provides written notice to the other Party prior to during the one hundred eighty (180) day period immediately following the date that is sixty (60) days following the Distribution Date hereof requesting such additional services, then such other Party shall use its commercially reasonable efforts to provide such requested additional services (such requested additional services, the “Additional Services”); provided, however, that no Party shall be obligated to provide any Additional Service if it does not, in its reasonable judgment, have adequate resources to provide such Additional Service or if the provision of such Additional Service would significantly disrupt the operation of its businesses; and provided, further, that a the Provider shall not be required to provide any Additional Services if the Parties, despite using good-faith efforts, Parties are unable to reach agreement on the terms thereof (including with respect to Service Charges therefor). If the Parties agree that In connection with any request for Additional Service shall be provided and received Services in accordance with this Section 2.3(a2.03(a), the Encompass Pentair Services Managers (as defined below) Manager and the relevant Encompass Functional Area Service nVent Services Manager (as defined below) with respect to such Additional Service, on the one hand, and the Enhabit Services Managers (as defined below) and the relevant Enhabit Functional Area Service Manager (as defined below) with respect to such Additional Service, on the other, shall in good faith negotiate on an arm’s-length basis the terms of a supplement to the applicable Schedule, which terms shall be consistent with the terms of, and the pricing methodology used for, similar Services provided under this Agreement. Upon the mutual written agreement of the Parties, the supplement to the applicable Schedule shall describe in reasonable detail the Service Charge and the nature, scope, service period(s) (which, with respect to any such Additional Service, shall expire no later than the date set forth in clause (c) of Section 2.2), termination provisions and other terms applicable to such Additional Services in a manner similar to that in which the Services are described in the existing Schedules. Each supplement to the applicable Schedule, as agreed to in writing by the Parties, shall be deemed part of this Agreement as of the date of such agreement, agreement and the Additional Services set forth therein shall be deemed “Services” Services provided under this Agreement, in each case, case subject to the terms and conditions of this Agreement.

Additional Unspecified Services. (a) After the date of this Agreementhereof, if Encompass Comcast or Enhabit (i) Newco identifies a service that (xa) the Encompass Group Comcast Entities or the GE Entities provided to the Enhabit Group Contributed Comcast Businesses or the NBCU Businesses prior to the Distribution Closing Date that Enhabit Newco reasonably needs in order for the Enhabit Business Combined Businesses to continue to operate in substantially the same manner in which the Enhabit Business Contributed Comcast Businesses and NBCU Businesses operated prior to the Distribution Closing Date, and such service was not included on in Schedule A A-1 or Schedule B (other than because but excluding any services of the Parties expressly agreed that such service nature contemplated by the Comcast Employee Matters Agreement, the provision of which shall not be providedgoverned thereby), or (yb) the Enhabit Group Contributed Comcast Businesses provided to the Encompass Group Comcast or its Subsidiaries prior to the Distribution Closing Date that Encompass Comcast reasonably needs in order for the Encompass Business Comcast or its Subsidiaries to continue to operate in substantially the same manner in which the Encompass Business Comcast or its Subsidiaries operated prior to the Distribution Closing Date, and such service was not included on in Schedule B (other than because the Parties expressly agreed that such service shall not be provided) C or Schedule D, then, in each case, Newco and (ii) provides written notice to the other Party prior to the date that is sixty (60) days following the Distribution Date requesting such additional services, then such other Party Comcast shall use its commercially reasonable efforts to provide such requested additional services (such requested additional services, the “Additional Services”); provided. Unless specifically agreed in writing to the contrary, however, that no Party the Parties shall be obligated amend the appropriate Schedule in writing to provide any Additional Service if it does not, in its reasonable judgment, have adequate resources to provide include such Additional Service or if the provision of such Additional Service would significantly disrupt the operation of its businesses; and provided, further, that a Provider shall not be required to provide any Additional Services if the Parties, despite using good-faith efforts, are unable to reach agreement on the terms thereof (including with respect to Service Charges therefor). If the Parties agree that any Additional Service shall be provided incremental fees and received in accordance with this Section 2.3(a), the Encompass Services Managers (as defined below) and the relevant Encompass Functional Area Service Manager (as defined below) termination date with respect to such Additional Service, on the one hand, and the Enhabit Services Managers (as defined belowServices) and the relevant Enhabit Functional Area Service Manager (as defined below) with respect to such Additional Service, on the other, shall in good faith negotiate on an arm’s-length basis the terms of a supplement to the applicable Schedule, which terms shall be consistent with the terms of, and the pricing methodology used for, similar Services provided under this Agreement. Upon the mutual written agreement of the Parties, the supplement to the applicable Schedule shall describe in reasonable detail the Service Charge and the nature, scope, service period(s) (which, with respect to any such Additional Service, shall expire no later than the date set forth in clause (c) of Section 2.2), termination provisions and other terms applicable to such Additional Services in a manner similar to that in which the Services are described in the existing Schedules. Each supplement to the applicable Schedule, as agreed in writing by the Parties, shall be deemed part of this Agreement as of the date of such agreementServices hereunder, and accordingly, the Party requested to provide such Additional Services set forth therein shall provide such Additional Services, or cause such Additional Services to be deemed “Services” provided under this Agreementprovided, in each case, subject to accordance with the terms and conditions of this Agreement.

Additional Unspecified Services. (a) After the date of this Agreement, if Encompass Parent or Enhabit SpinCo (i) identifies a service that (x) the Encompass Parent Group provided to the Enhabit SpinCo Group prior to the Distribution Date Separation Time that Enhabit SpinCo reasonably needs in order for the Enhabit SpinCo Business to continue to operate in substantially the same manner in which the Enhabit SpinCo Business operated during the twelve (12)-month period prior to the Distribution DateSeparation Time (the “Service Baseline Period”), and such service was not included on Schedule A (other than because the Parties expressly agreed that such service shall not be provided), or (y) the Enhabit SpinCo Group provided to the Encompass Parent Group prior to the Distribution Date Separation Time that Encompass Parent reasonably needs in order for the Encompass Parent Business to continue to operate in substantially the same manner in which the Encompass Parent Business operated prior to the Distribution DateSeparation Time, and such service was not included on Schedule B (other than because the Parties expressly agreed that such service shall not be provided) and (ii) provides written notice to the other Party prior to the date that is sixty three (603) days months following the Distribution Separation Date requesting such additional services, then such other Party shall use its commercially reasonable efforts to provide such requested additional services (such requested additional services, the “Additional Services”); provided, however, that no Party shall be obligated to provide any Additional Service if it does not, in its reasonable judgment, have adequate resources to provide such Additional Service or if the provision of such Additional Service would significantly disrupt the operation of its businesses; and provided, further, that a Provider shall not be required to provide any Additional Services if the Parties, despite using good-good faith efforts, are unable to reach agreement on the terms thereof (including with respect to Service Charges therefor). If the Parties agree that In connection with any request for Additional Service shall be provided and received Services in accordance with this Section 2.3(a2.4(a), the Encompass Parent Services Managers (as defined below) Manager and the relevant Encompass Functional Area Service SpinCo Services Manager (as defined below) with respect to such Additional Service, on the one hand, and the Enhabit Services Managers (as defined below) and the relevant Enhabit Functional Area Service Manager (as defined below) with respect to such Additional Service, on the other, shall in good faith negotiate on an arm’s-length basis the terms of a supplement to the applicable Schedule, which terms shall be consistent with the terms of, and the pricing methodology used for, similar Services provided under this Agreement. Upon the mutual written agreement of the Parties, the supplement to the applicable Schedule shall describe in reasonable detail the Service Charge and the nature, scope, service period(s) (which, with respect to any such Additional Service, shall expire no later than the date set forth in clause (c) of Section 2.2), termination provisions and other terms applicable to such Additional Services in a manner similar to that in which the Services are described in the existing Schedules. Each supplement to the applicable Schedule, as agreed in writing by the Parties, shall be deemed part of this Agreement as of the date of such agreement, and the Additional Services set forth therein shall be deemed “Services” provided under this Agreement, in each case, subject to the terms and conditions of this Agreement.

Additional Unspecified Services. (a) After the date hereof, subject to the last sentence of this AgreementSection 2.01(a), if Encompass GE or Enhabit (i) Newco identifies a service that (xa) the Encompass Group GE Entities provided to the Enhabit Group NBCU Businesses prior to the Distribution Closing Date that Enhabit Newco reasonably needs in order for the Enhabit Business Combined Businesses to continue to operate in substantially the same manner in which the Enhabit Business NBCU Businesses operated prior to the Distribution Closing Date, and such service was not included on in Schedule A or Schedule B (other than because the Parties expressly agreed that such service shall not be providedprovided or because such service is included in the Comcast Services Agreement), or (yb) the Enhabit Group NBCU Businesses provided to the Encompass Group GE or its Affiliates prior to the Distribution Closing Date that Encompass GE reasonably needs in order for the Encompass Business GE or its Affiliates to continue to operate in substantially the same manner in which the Encompass Business GE or its Affiliates operated prior to the Distribution Closing Date, and such service was not included on in Schedule B C or Schedule D (other than because the Parties expressly agreed that such service shall not be provided) ), then, in each case, Newco and (ii) provides written notice to the other Party prior to the date that is sixty (60) days following the Distribution Date requesting such additional services, then such other Party GE shall use its commercially reasonable efforts to provide such requested additional services (such requested additional services, the “Additional Services”); provided. GE and Newco will have ninety (90) days after the date hereof to request Additional Services. Unless specifically agreed in writing to the contrary, however, that no Party the Parties shall be obligated amend the appropriate Schedule in writing to provide any Additional Service if it does not, in its reasonable judgment, have adequate resources to provide include such Additional Service or if the provision of such Additional Service would significantly disrupt the operation of its businesses; and provided, further, that a Provider shall not be required to provide any Additional Services if the Parties, despite using good-faith efforts, are unable to reach agreement on the terms thereof (including with respect to Service Charges therefor). If the Parties agree that any Additional Service shall be provided incremental fees and received in accordance with this Section 2.3(a), the Encompass Services Managers (as defined below) and the relevant Encompass Functional Area Service Manager (as defined below) termination date with respect to such Additional Service, on the one hand, and the Enhabit Services Managers (as defined belowServices) and the relevant Enhabit Functional Area Service Manager (as defined below) with respect to such Additional Service, on the other, shall in good faith negotiate on an arm’s-length basis the terms of a supplement to the applicable Schedule, which terms shall be consistent with the terms of, and the pricing methodology used for, similar Services provided under this Agreement. Upon the mutual written agreement of the Parties, the supplement to the applicable Schedule shall describe in reasonable detail the Service Charge and the nature, scope, service period(s) (which, with respect to any such Additional Service, shall expire no later than the date set forth in clause (c) of Section 2.2), termination provisions and other terms applicable to such Additional Services in a manner similar to that in which the Services are described in the existing Schedules. Each supplement to the applicable Schedule, as agreed in writing by the Parties, shall be deemed part of this Agreement as of the date of such agreementServices hereunder, and accordingly, the Party requested to provide such Additional Services set forth therein shall provide such Additional Services, or cause such Additional Services to be deemed “Services” provided under this Agreementprovided, in each case, subject to accordance with the terms and conditions of this Agreement.

Additional Unspecified Services. (a) After the date of this Agreement, if Encompass CBS or Enhabit Outdoor Americas (i) identifies a service that (x) the Encompass CBS Group provided to the Enhabit Outdoor Americas Group prior to the Distribution Date IPO Closing Time that Enhabit Outdoor Americas reasonably needs in order for the Enhabit Outdoor Americas Business to continue to operate in substantially the same manner in which the Enhabit Outdoor Americas Business operated prior to the Distribution DateIPO Closing Time, and such service was not included on Schedule A (other than because the Parties expressly agreed that such service shall not be provided), or (y) the Enhabit Outdoor Americas Group provided to the Encompass CBS Group prior to the Distribution Date IPO Closing Time that Encompass CBS reasonably needs in order for the Encompass CBS Business to continue to operate in substantially the same manner in which the Encompass CBS Business operated prior to the Distribution DateIPO Closing Time, and such service was not included on Schedule B (other than because the Parties expressly agreed that such service shall not be provided) ), and (ii) provides written notice to the other Party prior to within three (3) months following the date that is sixty (60) days following the Distribution Date of this Agreement requesting such additional services, then such other Party shall use its commercially reasonable efforts to provide such requested additional services (such requested additional services, the “Additional Services”); provided, however, that no Party shall be obligated to provide any Additional Service if it does not, in its reasonable judgment, have adequate resources to provide such Additional Service or if the provision of such Additional Service would significantly disrupt the operation of its businesses; and provided, further, that a the Provider shall not be required to provide any Additional Services if the Parties, despite using good-faith efforts, Parties are unable to reach agreement on the terms thereof (including with respect to Service Charges therefor). If the Parties agree that In connection with any request for Additional Service shall be provided and received Services in accordance with this Section 2.3(a2.03(a), the Encompass CBS Services Managers (as defined below) Manager and the relevant Encompass Functional Area Service Outdoor Americas Services Manager (as defined below) with respect to such Additional Service, on the one hand, and the Enhabit Services Managers (as defined below) and the relevant Enhabit Functional Area Service Manager (as defined below) with respect to such Additional Service, on the other, shall in good faith negotiate on an arm’s-length basis the terms of a supplement to the applicable Schedule, which terms shall be consistent with the terms of, and the pricing methodology used for, similar Services provided under this Agreement. Upon the mutual written agreement of the Parties, the supplement to the applicable Schedule shall describe in reasonable detail the Service Charge and the nature, scope, service period(s) (which, with respect to any such Additional Service, shall expire no later than the date set forth in clause (c) of Section 2.2), termination provisions and other terms applicable to such Additional Services in a manner similar to that in which the Services are described in the existing Schedules. Each supplement to the applicable Schedule, as agreed to in writing by the Parties, shall be deemed part of this Agreement as of the date of such agreement, and the Additional Services set forth therein shall be deemed “Services” provided under this Agreement, in each case, case subject to the terms and conditions of this Agreement.

Additional Unspecified Services. (a) After the date of this Agreement, if Encompass If CBS or Enhabit Outdoor Americas (i) identifies a service that (x) the Encompass CBS Group provided to the Enhabit Outdoor Americas Group prior to the Distribution Date IPO Closing Time that Enhabit Outdoor Americas reasonably needs in order for the Enhabit Outdoor Americas Business to continue to operate in substantially the same manner in which the Enhabit Outdoor Americas Business operated prior to the Distribution DateIPO Closing Time, and such service was not included on Schedule A (other than because the Parties expressly agreed that such service shall not be provided), or (y) the Enhabit Outdoor Americas Group provided to the Encompass CBS Group prior to the Distribution Date IPO Closing Time that Encompass CBS reasonably needs in order for the Encompass CBS Business to continue to operate in substantially the same manner in which the Encompass CBS Business operated prior to the Distribution DateIPO Closing Time, and such service was not included on Schedule B (other than because the Parties expressly agreed that such service shall not be provided) ), and (ii) provides written notice to the other Party prior to within three (3) months following the date that is sixty (60) days following of the Distribution Date Initial Agreement requesting such additional services, then such other Party shall use its commercially reasonable efforts to provide such requested additional services (such requested additional services, the “Additional Services”); provided, however, that no Party shall be obligated to provide any Additional Service if it does not, in its reasonable judgment, have adequate resources to provide such Additional Service or if the provision of such Additional Service would significantly disrupt the operation of its businesses; and provided, further, that a the Provider shall not be required to provide any Additional Services if the Parties, despite using good-faith efforts, Parties are unable to reach agreement on the terms thereof (including with respect to Service Charges therefor). If the Parties agree that In connection with any request for Additional Service shall be provided and received Services in accordance with this Section 2.3(a2.03(a), the Encompass CBS Services Managers (as defined below) Manager and the relevant Encompass Functional Area Service Outdoor Americas Services Manager (as defined below) with respect to such Additional Service, on the one hand, and the Enhabit Services Managers (as defined below) and the relevant Enhabit Functional Area Service Manager (as defined below) with respect to such Additional Service, on the other, shall in good faith negotiate on an arm’s-length basis the terms of a supplement to the applicable Schedule, which terms shall be consistent with the terms of, and the pricing methodology used for, similar Services provided under this Agreement. Upon the mutual written agreement of the Parties, the supplement to the applicable Schedule shall describe in reasonable detail the Service Charge and the nature, scope, service period(s) (which, with respect to any such Additional Service, shall expire no later than the date set forth in clause (c) of Section 2.2), termination provisions and other terms applicable to such Additional Services in a manner similar to that in which the Services are described in the existing Schedules. Each supplement to the applicable Schedule, as agreed to in writing by the Parties, shall be deemed part of this Agreement as of the date of such agreement, and the Additional Services set forth therein shall be deemed “Services” provided under this Agreement, in each case, case subject to the terms and conditions of this Agreement.

Additional Unspecified Services. (a) After the date of this Agreement, if Encompass nVent or Enhabit Pentair (i) identifies a service that (x) the Encompass Pentair Group provided to the Enhabit nVent Group in the twelve (12) months prior to the Distribution Date that Enhabit nVent reasonably needs in order for the Enhabit Electrical Business to continue to operate in substantially the same manner in which the Enhabit Electrical Business operated prior to the Distribution Date, and such service was not included on Schedule A (other than because the Parties expressly agreed that such service shall not be provided), or (y) the Enhabit nVent Group provided to the Encompass Pentair Group in the twelve (12) months prior to the Distribution Date that Encompass Pentair reasonably needs in order for the Encompass Pentair Business to continue to operate in substantially the same manner in which the Encompass Pentair Business operated prior to the Distribution Date, and such service was not included on Schedule B (other than because the Parties expressly agreed that such service shall not be provided) ), and (ii) provides written notice to the other Party prior to during the one hundred eighty (180) day period immediately following the date that is sixty (60) days following the Distribution Date hereof requesting such additional services, then such other Party shall use its commercially reasonable efforts to provide such requested additional services (such requested additional services, the “Additional Services”); provided, however, that no Party shall be obligated to provide any Additional Service if it does not, in its reasonable judgment, have adequate resources to provide such Additional Service or if the provision of such Additional Service would significantly disrupt the operation of its businesses; and provided, further, that a the Provider shall not be required to provide any Additional Services if the Parties, despite using good-faith efforts, Parties are unable to reach agreement on the terms thereof (including with respect to Service Charges therefor). If the Parties agree that In connection with any request for Additional Service shall be provided and received Services in accordance with this Section 2.3(a2.03(a), the Encompass Pentair Services Managers (as defined below) Manager and the relevant Encompass Functional Area Service nVent Services Manager (as defined below) with respect to such Additional Service, on the one hand, and the Enhabit Services Managers (as defined below) and the relevant Enhabit Functional Area Service Manager (as defined below) with respect to such Additional Service, on the other, shall in good faith negotiate on an arm’s-length basis the terms of a supplement to the applicable Schedule, which terms shall be consistent with the terms of, and the pricing methodology used for, similar Services provided under this Agreement. Upon the mutual written agreement of the Parties, the supplement to the applicable Schedule shall describe in reasonable detail the Service Charge and the nature, scope, service period(s) (which, with respect to any such Additional Service, shall expire no later than the date set forth in clause (c) of Section 2.2), termination provisions and other terms applicable to such Additional Services in a manner similar to that in which the Services are described in the existing Schedules. Each supplement to the applicable Schedule, as agreed to in writing by the Parties, shall be deemed part of this Agreement as of the date of such agreement, agreement and the Additional Services set forth therein shall be deemed “Services” provided under this Agreement, in each case, case subject to the terms and conditions of this Agreement.

Additional Unspecified Services. (a) After the date of this Agreement, if Encompass HXXX or Enhabit HBIO (i) identifies a service that (x) the Encompass Group HBIO Entities provided to the Enhabit Group HXXX Business prior to the Distribution IPO Closing Date that Enhabit HXXX reasonably needs in order for the Enhabit HXXX Business to continue to operate in substantially the same manner in which the Enhabit HXXX Business operated prior to the Distribution IPO Closing Date, and such service was not included on Schedule A (other than because the Parties expressly agreed that such service shall not be provided), or (y) the Enhabit Group HXXX Entities provided to the Encompass Group HBIO or its Affiliates prior to the Distribution IPO Closing Date that Encompass HBIO reasonably needs in order for the Encompass HBIO Business to continue to operate in substantially the same manner in which the Encompass HBIO Business operated prior to the Distribution IPO Closing Date, and such service was not included on Schedule B (other than because the Parties expressly agreed that such service shall not be provided) ), and (ii) provides written notice to the other Party prior to the date that is sixty within one hundred twenty (60120) days following the Distribution IPO Closing Date requesting such additional services, then such other Party party shall use its commercially reasonable efforts to provide such requested additional services (such requested additional services, the “Additional Services”); provided, however, that no Party shall be obligated to provide any Additional Service if it does not, in its reasonable judgment, have adequate resources to provide such Additional Service or if the provision of such Additional Service would significantly disrupt the operation of its businesses; and provided. Notwithstanding the foregoing, further, that a the Provider shall not be required promptly notify the Recipient if it deems itself unable to provide such Additional Service, and will use commercially reasonable efforts to cooperate with the Recipient to identify and engage a third party to provide comparable services to the Recipient, the payment for which will be negotiated directly between the Recipient and such third party. In connection with any request for Additional Services if the Parties, despite using good-faith efforts, are unable to reach agreement on the terms thereof (including with respect to Service Charges therefor). If the Parties agree that any Additional Service shall be provided and received in accordance with this Section 2.3(a2.03(a), the Encompass HBIO Services Managers (as defined below) Manager and the relevant Encompass Functional Area Service HXXX Services Manager (as defined below) with respect to such Additional Service, on the one hand, and the Enhabit Services Managers (as defined below) and the relevant Enhabit Functional Area Service Manager (as defined below) with respect to such Additional Service, on the other, shall in good faith negotiate on an arm’s-length basis the terms of a supplement to the applicable supplemental Schedule, which terms shall be consistent with the terms of, and the pricing methodology used for, similar Services provided under this Agreement. Upon the mutual written agreement of the Parties, the supplement The Parties shall agree to the applicable Service Charge and the supplemental Schedule shall describe in reasonable detail the Service Charge and the nature, scope, service period(s) (which, with respect to any such Additional Service, shall expire no later than the date set forth in clause (c) of Section 2.2), termination provisions and other terms applicable to such Additional Services in a manner similar to that in which the Services are described in the existing SchedulesServices. Each supplement to the applicable supplemental Schedule, as agreed to in writing by the Parties, shall be deemed part of this Agreement as of the date of such agreement, agreement and the Additional Services set forth therein shall be deemed “Services” provided under this Agreement, in each case, case subject to the terms and conditions of this Agreement.

Additional Unspecified Services. (a) After the date of this Agreement, if Encompass Mallinckrodt or Enhabit Covidien (i) identifies a service that (x) the Encompass Covidien Group provided to the Enhabit Mallinckrodt Group prior to the Distribution Date that Enhabit Mallinckrodt reasonably needs in order for the Enhabit Mallinckrodt Business to continue to operate in substantially the same manner in which the Enhabit Mallinckrodt Business operated prior to the Distribution Date, and such service was not included in- cluded on Schedule A (other than because the Parties expressly agreed that such service shall not be provided), or (y) the Enhabit Mallinckrodt Group provided to the Encompass Covidien Group prior to the Distribution Date that Encompass Covidien reasonably needs in order for the Encompass Covidien Business to continue to operate in substantially substan- tially the same manner in which the Encompass Covidien Business operated prior to the Distribution Date, and such service was not included on Schedule B (other than because the Parties expressly agreed that such service shall not be provided) ), and (ii) provides written notice to the other Party prior to the date that is sixty within ten (6010) days following the Distribution Date date of the filing by Mallinckrodt of its first Annual Report on Form 10-K with the U.S. Securities and Exchange Commission requesting such additional services, then such other Party shall use its commercially reasonable efforts to provide such requested additional addi- tional services (such requested additional services, the “Additional Services”); provided, howeverhowev- er, that no Party shall be obligated to provide any Additional Service if it does not, in its reasonable reason- able judgment, have adequate resources to provide such Additional Service or if the provision of such Additional Service would significantly disrupt the operation of its businesses; and provided, further, that a the Provider shall not be required to provide any Additional Services if the Parties, despite using good-faith efforts, Parties are unable to reach agreement on the terms thereof (including with respect to Service Charges therefor). If the Parties agree that In connection with any request for Additional Service shall be provided and received Services in accordance with this Section 2.3(a2.03(a), the Encompass Covidien Services Managers (as defined below) Manager and the relevant Encompass Functional Area Service Mallinckrodt Services Manager (as defined below) with respect to such Additional Service, on the one hand, and the Enhabit Services Managers (as defined below) and the relevant Enhabit Functional Area Service Manager (as defined below) with respect to such Additional Service, on the other, shall in good faith negotiate on an arm’s-length basis the terms of a supplement to the applicable Schedule, which terms shall be consistent con- sistent with the terms of, and the pricing methodology used for, similar Services provided under this Agreement. Upon the mutual written agreement of the Parties, the supplement to the applicable appli- cable Schedule shall describe in reasonable detail the Service Charge and the nature, scope, service period(s) (which, with respect to any such Additional Service, shall expire no later than the date set forth in clause (c) of Section 2.2), termination termina- tion provisions and other terms applicable to such Additional Services in a manner similar to that in which the Services are described in the existing Schedules. Each supplement to the applicable Schedule, as agreed to in writing by the Parties, shall be deemed part of this Agreement as of the date of such agreement, agreement and the Additional Services set forth therein shall be deemed “Services” provided under this Agreement, in each case, case subject to the terms and conditions of this AgreementAgree- ment.

Additional Unspecified Services. (a) After the date of this Agreement, if Encompass Cardinal Health or Enhabit CareFusion (i) identifies a service that (x) the Encompass Group Cardinal Health Entities provided to the Enhabit Group CareFusion Business prior to the Distribution Date that Enhabit CareFusion reasonably needs in order for the Enhabit CareFusion Business to continue to operate in substantially the same manner in which the Enhabit CareFusion Business operated prior to the Distribution Date, and such service was not included on Schedule A or Schedule B (other than because the Parties expressly agreed that such service shall not be provided), or (y) the Enhabit Group CareFusion Entities provided to the Encompass Group Cardinal Health or its Affiliates prior to the Distribution Date that Encompass Cardinal Health reasonably needs in order for the Encompass Cardinal Health Business to continue to operate in substantially the same manner in which the Encompass Cardinal Health Business operated prior to the Distribution Date, and such service was not included on Schedule B C or Schedule D (other than because the Parties expressly agreed that such service shall not be provided) ), and (ii) provides written notice to the other Party prior to the date that is sixty party within one hundred twenty (60120) days following the Distribution Date requesting such additional services, then such other Party party shall use its commercially reasonable efforts to provide such requested additional services (such requested additional services, the “Additional Services”); provided, however, that no Party shall be obligated to provide . In connection with any Additional Service if it does not, in its reasonable judgment, have adequate resources to provide such Additional Service or if the provision of such Additional Service would significantly disrupt the operation of its businesses; and provided, further, that a Provider shall not be required to provide any request for Additional Services if the Parties, despite using good-faith efforts, are unable to reach agreement on the terms thereof (including with respect to Service Charges therefor). If the Parties agree that any Additional Service shall be provided and received in accordance with this Section 2.3(a2.03(a), the Encompass Cardinal Health Services Managers (as defined below) Manager and the relevant Encompass Functional Area Service CareFusion Services Manager (as defined below) with respect to such Additional Service, on the one hand, and the Enhabit Services Managers (as defined below) and the relevant Enhabit Functional Area Service Manager (as defined below) with respect to such Additional Service, on the other, shall in good faith negotiate on an arm’s-length basis the terms of a supplement to the applicable supplemental Schedule, which terms shall be consistent with the terms of, and the pricing methodology used for, similar Services provided under this Agreement. Upon the mutual written agreement of the Parties, the supplement to The supplemental Schedule shall set forth the applicable Schedule shall Service Charge and describe in reasonable detail the Service Charge and the nature, scope, service period(s) (which, with respect to any such Additional Service, shall expire no later than the date set forth in clause (c) of Section 2.2), termination provisions and other terms applicable to such Additional Services in a manner similar to that in which the Services are described in the existing SchedulesServices. Each supplement to the applicable supplemental Schedule, as agreed to in writing by the Parties, shall be deemed part of this Agreement as of the date of such agreement, agreement and the Additional Services set forth therein shall be deemed “Services” provided under this Agreement, in each case, case subject to the terms and conditions of this Agreement.