Common use of Omitted Services Clause in Contracts

Omitted Services. If, at any time within six months following the Closing Date, NewCo becomes aware of any service that had been provided in the ordinary course during the six months prior to the Closing Date by MCK or its Affiliates to the Core MTS Business that is not included in the Service Schedule and which (a) is not provided to NewCo pursuant to another agreement between MCK and NewCo or their respective Affiliates (and that the parties had not otherwise expressly agreed would not be provided), (b) is reasonably necessary for NewCo to conduct the Core MTS Business in substantially the same manner as provided during the twelve-month period prior to the Closing Date and (c) has not been discontinued by MCK for all of its other business units, then upon written notice from NewCo and subject to (1) Applicable Law, (2) any applicable restrictions in third-party agreements to which MCK is a party and (3) MCK’s internal policies and procedures (so long as such policies and procedures are not implemented by MCK for the purpose of or have the effect of (except to the extent such effect is a result of NewCo being a bad actor) disproportionately discriminating against NewCo), the parties shall negotiate in good faith an amendment to the Service Schedule in order to address the terms for such service as a Service, including negotiating the Service Fees (to be calculated at cost, consistent with MCK’s allocated cost or pass-through charges from third-parties consistently applied across MCK’s business units) for such Service. If MCK has not notified NewCo of the discontinuation of a service that it provides for all of its other businesses, and such discontinuation would disproportionately affect the Core MTS Business as operated prior to the Closing compared to MCK’s other businesses, subsection (c) of this Section 1.3 will not be a basis for not providing such Omitted Service under this Agreement.

Omitted Services. If, at any time within six months following during the Closing DateTransition Services Period, NewCo Connect LLC becomes aware of any service that had been provided in the ordinary course during the six twelve (12) months prior to the Closing Date by MCK Change Healthcare or its Affiliates or subcontractors to the Core MTS Connect Business that is not included in the Service Schedule and which (a) is not provided to NewCo Connect LLC pursuant to another agreement between MCK Change Healthcare and NewCo Connect LLC or their respective Affiliates (and that the parties Parties had not otherwise expressly agreed would not be provided), (b) is reasonably necessary for NewCo Connect LLC to conduct the Core MTS Connect Business in substantially the same manner as provided during the twelve-twelve (12) month period prior to the Closing Date Date, and (c) has not been discontinued by MCK Change Healthcare for all of its other business units, then upon written notice from NewCo Connect LLC and subject to (1) Applicable Law, (2) any applicable restrictions in third-party agreements to which MCK Change Healthcare is a party party, and (3) MCKChange Healthcare’s internal policies and procedures (so long as such policies and procedures are not implemented by MCK Change Healthcare for the purpose of or to have the effect of (except to the extent such effect is a result of NewCo Connect LLC being a bad actor) disproportionately discriminating against NewCoConnect LLC), the parties Parties shall negotiate in good faith an amendment to the Service Schedule Schedules in order to address the terms for such service as a “Service” provided under this Agreement (such Service, an “Omitted Service”), including negotiating the applicable Service Fees (to Fees, which will be calculated established on a time and materials basis at cost, consistent with MCKChange Healthcare’s allocated cost or pass-through charges from third-parties consistently applied across MCK’s business units) standard rates then in effect for such Serviceservices or such other amounts mutually agreed upon in writing by the Parties. If MCK Change Healthcare has not notified NewCo Connect LLC of the discontinuation of a service that it provides for all of its other businesses, and such discontinuation would disproportionately affect the Core MTS Connect Business as operated prior to the Closing compared to MCKChange Healthcare’s other businesses, subsection (c) of this Section 1.3 will not be a basis for not providing such Omitted Service under this Agreement.

Omitted Services. If, at any time within six months following the Closing Date, NewCo MCK becomes aware of any service that had been provided in the ordinary course during the six months prior to the Closing Date by MCK or its Affiliates to the Core MTS Business to EIS that is not included in the Service Schedule and which (a) is not provided to NewCo EIS pursuant to another agreement between MCK and NewCo or their respective Affiliates (and that the parties had not otherwise expressly agreed would not be provided), (b) is reasonably necessary for NewCo MCK to conduct the Core MTS Business EIS in substantially the same manner as provided during the twelve-month period prior to the Closing Date Date, and (c) has not been discontinued by MCK NewCo for all of its other business unitsthe Core MTS Business, then upon written notice from NewCo MCK and subject to (1) Applicable Law, (2) any applicable restrictions in third-party agreements which would impact NewCo’s ability to which MCK is a party provide the requested service and (3) MCKNewCo’s internal policies and procedures (so long as such policies and procedures are not implemented by MCK NewCo for the purpose of or have the effect of (except to the extent such effect is a result of NewCo MCK being a bad actor) disproportionately discriminating against NewCoMCK), the parties shall negotiate in good faith an amendment to the Service Schedule in order to address the terms for such service as a Service, including negotiating the Service Fees (to be calculated at NewCo’s cost, consistent with MCK’s allocated cost or pass-through charges from third-parties consistently applied across MCK’s business units) for such Service. If MCK NewCo has not notified NewCo MCK of the discontinuation of a service Service that it provides for all of its other businessesthe Core MTS Business, and such discontinuation would disproportionately affect the Core MTS Business EIS as operated prior to the Closing compared to MCK’s other businessesthe Core MTS Business, subsection (c) of this Section 1.3 will not be a basis for not providing such Omitted Service under this Agreement.

Omitted Services. If, at any time within six months following the Closing Date, NewCo MCK becomes aware of any service that had been provided in the ordinary course during the six months prior to the Closing Date by MCK or its Affiliates to the Core MTS Business to McKesson RemainCo that is not included in the Service Schedule and which (a) is not provided to NewCo MCK RemainCo pursuant to another agreement between MCK and NewCo or their respective Affiliates (and that the parties had not otherwise expressly agreed would not be provided), (b) is reasonably necessary for NewCo MCK to conduct the Core MTS Business McKesson RemainCo in substantially the same manner as provided during the twelve-month period prior to the Closing Date Date, and (c) has not been discontinued by MCK NewCo for all of its other business unitsthe Core MTS Business, then upon written notice from NewCo MCK and subject to (1) Applicable Law, (2) any applicable restrictions in third-party agreements which would impact NewCo’s ability to which MCK is a party provide the requested service and (3) MCKNewCo’s internal policies and procedures (so long as such policies and procedures are not implemented by MCK NewCo for the purpose of or have the effect of (except to the extent such effect is a result of NewCo MCK being a bad actor) disproportionately discriminating against NewCoMCK), the parties shall negotiate in good faith an amendment to the Service Schedule in order to address the terms for such service as a Service, including negotiating the Service Fees (to be calculated at NewCo’s cost, consistent with MCK’s allocated cost or pass-through charges from third-parties consistently applied across MCK’s business units) for such Service. If MCK NewCo has not notified NewCo MCK of the discontinuation of a service Service that it provides for all of its other businessesthe Core MTS Business, and such discontinuation would disproportionately affect the Core MTS Business McKesson RemainCo as operated prior to the Closing compared to MCK’s other businessesthe Core MTS Business, subsection (c) of this Section 1.3 will not be a basis for not providing such Omitted Service under this Agreement.

Omitted Services. If, at any time within six months during the sixty (60) day period immediately following the Closing Datedate of this Agreement, NewCo becomes aware of any Service Recipient identifies a service that had been was provided in the ordinary course connection with Service Recipient’s business (other than those services expressly excluded hereunder) during the six months prior Prior Period, or which are reasonably anticipated as of the date hereof to be necessary to continue to support Service Recipient’s business during the Term, but such services were inadvertently omitted from the list of Services in the applicable Schedule I hereto (each, to the Closing Date by MCK or its Affiliates to the Core MTS Business that is not extent included in the Service Schedule and which (a) is not provided to NewCo Services pursuant to another agreement between MCK and NewCo this Section 2.5, an “Omitted Service”), then Service Provider shall use commercially reasonable efforts to cooperate with Service Recipient to amend the applicable Schedule I to add such Omitted Service as a Service; provided that Service Provider shall not be obligated to provide any Omitted Service if it does not, in its reasonable judgment, have adequate resources to provide such Omitted Service or their respective Affiliates (and if the provision of such Omitted Service would significantly disrupt the operation of its business. In the event that the parties had not otherwise expressly agreed would not Parties agree that Service Provider should provide any such Omitted Service, the Parties shall execute amendments for such Omitted Service to the applicable Schedule I for such Omitted Service that shall set forth, among other things, (i) the time period during which such Omitted Service shall be provided), (bii) is reasonably necessary a description of such Omitted Service in reasonable detail, (iii) primary points of contact for NewCo to conduct each of the Core MTS Business in substantially the same manner as provided during the twelve-month period prior Parties with respect to the Closing Date Service, (iv) any additional Fees, as applicable, related to such Omitted Service and agreed upon by the Parties, and (c) has not been discontinued by MCK for all of its other business units, then upon written notice from NewCo and subject to (1) Applicable Law, (2v) any applicable restrictions additional terms and conditions specific to such Omitted Service. Service Provider’s obligations with respect to providing any such Omitted Service shall become effective only upon mutual agreement of the Parties as reflected in third-party agreements to which MCK is a party and (3) MCK’s internal policies and procedures (so long as such policies and procedures are not implemented by MCK for the purpose of or have the effect of (except to the extent such effect is a result of NewCo being a bad actor) disproportionately discriminating against NewCo), the parties shall negotiate in good faith an amendment to the applicable Schedule I being duly executed and delivered by each Party. Notwithstanding the foregoing, the time period for any such Omitted Service Schedule in order to address shall expire not later than the terms for such service as a Service, including negotiating the Service Fees (to be calculated at cost, consistent with MCK’s allocated cost or pass-through charges from third-parties consistently applied across MCK’s business units) for such Service. If MCK has not notified NewCo expiration of the discontinuation of a service that it provides for all of its other businesses, and such discontinuation would disproportionately affect the Core MTS Business Term as operated calculated prior to the Closing compared to MCK’s other businesses, subsection (c) addition of this Section 1.3 will not be a basis for not providing such Omitted Service under this Agreementunless the Parties agree otherwise.

Omitted Services. If, at any time within six months following The Recipient may ask that the Closing Date, NewCo becomes aware of Provider provide any service that had been was not set forth in Exhibit A, but that was provided in to the ordinary course Business during the six months prior period from December 1, 2012 to the Closing Date date hereof (such period, the “Lookback Period” and each requested service, an “Omitted Service”), by MCK or its Affiliates sending a written request to the Core MTS Business that is not included in the Service Schedule and which Provider: (aw) is not provided to NewCo pursuant to another agreement between MCK and NewCo or their respective Affiliates (and that the parties had not otherwise expressly agreed would not be provided), (b) is reasonably necessary for NewCo to conduct the Core MTS Business in substantially the same manner as provided during the twelve-month period prior to the Closing Date and (c) has not been discontinued by MCK for all of its other business units, then upon written notice from NewCo and subject to (1) Applicable Law, (2) any applicable restrictions in third-party agreements to which MCK is a party and within three (3) MCK’s internal policies months after the date hereof, or (x) for an Omitted Service that has historically been provided on a quarterly basis, promptly after discovering the need for such Omitted Service and procedures in no event later than forty-five (so long as 45) days from the end of the first full quarterly period after the date hereof to which such policies Omitted Service is related, or (y) for an Omitted Service that has historically been provided on an annual basis, promptly after discovering the need for such Omitted Service and procedures are not implemented by MCK for in no event later than ninety (90) days from the purpose end of or have the effect first relevant annual period after the date hereof to which such Omitted Service is related. Within a reasonable timeframe after the receipt of such request (except to taking into account the extent such effect is a result nature of NewCo being a bad actor) disproportionately discriminating against NewCothe Omitted Service), the parties shall negotiate in good faith the implementation and duration of such Omitted Service. Provider shall provide or cause to be provided such Omitted Service, with the Commencement Date for such Omitted Service starting on the date upon which Provider first provides or causes to be provided such service. Unless otherwise agreed in good faith between the parties, the cost of such Omitted Service shall be in accordance with Section 5.1 and reasonably consistent with the methodology and monetary values used to calculate the Fees for services, if any, of substantially similar type that are performed with substantially similar personnel (whether of Seller or third-parties). The provision of such Omitted Services shall in all respects be subject to the terms of this Agreement, shall be added to Exhibit A, shall constitute an amendment to this Agreement and shall thereafter be considered a Transition Service. Unless otherwise agreed by the parties, the term for such Omitted Services shall be in accordance with Section 6.1 hereto. The foregoing obligations of the Provider with respect to an Omitted Service Schedule shall not apply with respect to any services that (a) were intentionally discontinued in order the ordinary course of business prior to address one (1) month preceding the terms date hereof and discontinued other than in anticipation of the transactions contemplated by the Master Agreement or (b) are excluded services set forth in Exhibit B. Furthermore, the Provider shall not be obligated to provide any Omitted Service (i) to the extent that both the human resources and systems reasonably required to provide such Omitted Service have been transferred to the Purchaser (or were offered to be transferred and declined at Purchaser’s option) in connection with the sale of the MONY business, provided that if only a portion of the resources reasonably required to provide such Omitted Service have been transferred to the Purchaser in connection with the sale of the MONY business, the Provider shall, subject to the rest of this Section 2.2, negotiate in good faith with respect to the provision of the portion of such Omitted Service for which Provider has retained the necessary resources; (ii) if the Recipient or Provider has identified (and in Provider’s case, given to Recipient written notice of), or if the Recipient (with Provider’s reasonable assistance) has not made reasonable efforts to identify an alternative service provider (including the Purchaser or any of its Affiliates) to provide services that are substantially similar to such Omitted Service at a substantially similar service level and cost as was performed by the Provider in the Business on or after December 1, 2012; provided that such determination has reasonably taken into account the circumstances under which the need for the Omitted Service has arisen, including time sensitivity and Applicable Law; or (iii) if personnel at a specific level of seniority or with specific expertise are reasonably necessary for the provision of the Omitted Service, and the performance of the Omitted Service by such personnel would proximately cause a material disruption to the ability of the Provider or any of its Affiliates to conduct its own business. The Provider may ask that the Recipient provide services reasonably necessary for the conduct of the Seller’s business, as conducted during the Lookback Period, that was previously performed by personnel previously employed by Seller during the Lookback Period that are employed by Recipient at the time of request (such personnel, “Reverse Services Employees”), by sending a written request to the Recipient within three months of the date hereof. Unless otherwise agreed in good faith by the Transition Committee, the scope of such services shall not exceed the tasks performed by such Reverse Services Employee for Seller during the Lookback Period. Within a reasonable timeframe after the receipt of such request (taking into account the nature of the service being requested), the parties shall negotiate in good faith the implementation, cost and duration of such services, upon agreement, the “Reverse Transition Services.” The cost of such Reverse Transition Services shall be listed on Exhibit C. Recipient shall provide or cause to be provided such service, with the Commencement Date for such service as a Service, including negotiating starting on the Service Fees (date upon which Recipient first provides or causes to be calculated at costprovided such service. The provision of such Reverse Transition Services shall in all respects be subject to the terms of this Agreement shall be added to Exhibit C, consistent and shall constitute an amendment to this Agreement. Notwithstanding the foregoing, the Recipient shall not be obligated to provide any Reverse Transition Service (i) to the extent that either the human resources or the systems reasonably required to provide such Reverse Transition Service have not been transferred to the Purchaser in connection with MCK’s allocated cost or pass-through charges from third-parties consistently applied across MCK’s business units) for such Service. If MCK has not notified NewCo the sale of the discontinuation MONY business, provided that if a portion of a service that it provides for all of its other businesses, and the resources reasonably required to provide such discontinuation would disproportionately affect the Core MTS Business as operated prior Reverse Transition Service has been transferred to the Closing compared Purchaser in connection with the sale of the MONY business, the Recipient shall, subject to MCK’s other businesses, subsection (c) the rest of this Section 1.3 will 2.2, negotiate in good faith with respect to the provision of the portion of such Reverse Transition Service for which the necessary resources have been transferred to the Recipient; (ii) if the Recipient or Provider has identified (and in Recipient’s case, given to Provider written notice of), or if the Provider has not be made reasonable efforts to identify an alternative service provider (including the Provider or any of its Affiliates) to provide services that are substantially similar to such Reverse Transition Service at a basis substantially similar service level and cost as was performed by the Provider in the Business on or after December 1, 2012; provided that such determination has reasonably taken into account the circumstances under which the need for not providing the Reverse Transition Service has arisen, including time sensitivity and Applicable Law, or (iii) if the performance of the Reverse Transition Service by such Omitted Service under this AgreementReverse Services Employees would proximately cause a material disruption to the ability of the Recipient to conduct its own business.