Common use of Interdependencies Clause in Contracts

Interdependencies. The Parties acknowledge and agree that there may be interdependencies among the Transition Services being provided under this TSA. Accordingly, upon the request of either Party, the Parties shall cooperate and act in good faith to determine (i) whether any such interdependencies exist with respect to the particular Transition Service that a Party is seeking to terminate pursuant to Section 7.2 and (ii) whether the Service Provider’s ability to provide a particular Transition Service in accordance with this TSA would be materially and adversely affected by such termination of another Transition Service. In the event that the Parties have determined that such interdependencies exist and such termination would materially and adversely affect the Service Provider’s ability to provide a particular Transition Service in accordance with this TSA, the Parties shall negotiate in good faith to amend Schedule 1 with respect to such impacted Transition Service prior to such termination, which amendment shall be consistent with the terms set forth in this TSA with respect to comparable Transition Services. If after such negotiation, the Parties are unable to agree on such amendment to address such interdependencies, the Service Provider’s obligation to provide such impacted Transition Service shall terminate automatically with such termination; provided that in such case Service Recipient may withdraw any early termination notice previously given pursuant to Section 7.2.