Common use of Shared Sites Clause in Contracts

Shared Sites. The parties agree to work together in good faith and to use commercially reasonable efforts to develop a plan between the date hereof and January 1, 2019 (the “Site Services Plan”), consistent with the applicable terms of Section 5.04 of the Intercompany Services Agreement, as amended pursuant to this Agreement, to address real property on which employees of GE and BHGE LLC conduct work activities (each a “Shared Site” and collectively, the “Shared Sites”), including which party shall exit, remain, or lease or sublease each Shared Site for an appropriate transition period (the “Intended Shared Site Actions”) (which plan may change as a result of further discussions). Notwithstanding the foregoing, to the extent anything contained in this Section 5.06 is inconsistent with the provisions of Section 5.04 of the Intercompany Services Agreement, as amended pursuant to this Agreement, the provisions of this Section 5.06 shall control. For the avoidance of doubt, the terms of the plan developed pursuant to this Section 5.06 shall supersede any prior plan developed by the parties hereto with respect to the subject matter hereof. The parties hereto agree that each party shall work in good faith with the other party to carry out the Intended Shared Site Actions, including by seeking to mitigate stranded costs between the parties and by using commercially reasonable efforts to assist the other party in obtaining any necessary third party consents or approvals. In cases where one party will remain at a Shared Site that is currently leased by the other party, the parties shall use commercially reasonable efforts to have the remaining party enter into a lease for the property directly from the landlord rather than enter into a sublease arrangement. The parties agree that any lease or sublease between the parties with respect to a Shared Site, other than, unless mutually agreed, any arms’ length lease or sublease (including, for the avoidance of doubt, the Westway Plaza site in Houston, Texas), shall be at cost (calculated without markup or margin), unless otherwise required by applicable Law. The parties also agree that, notwithstanding anything to the contrary in the Intercompany Services Agreement, as amended pursuant to this Agreement, in the event the parties are no longer Affiliates, each party (the “Indemnifying Party”) shall fully indemnify, defend and hold harmless the other party (the “Indemnified Party”) for any Damages incurred by the Indemnified Party as a result of a third party landlord asserting that the Indemnifying Party’s employees were not permitted to use or occupy any Shared Site leased by the Indemnifying Party because of the loss of Affiliate status (provided that the Indemnified Party shall use commercially reasonable efforts to mitigate in accordance with applicable Law any loss for which the Indemnified Party seeks indemnification under this Section 5.06), and that such indemnification obligations shall survive the termination of the Intercompany Services Agreement in accordance with its terms. Notwithstanding anything to the contrary contained in this Section 5.06, neither party shall be obligated to compensate any third party, commence or participate in any Action or offer or grant any accommodation (financial or otherwise, including any accommodation or arrangement to be bound by any obligation or, except in the case of a sublease, remain secondarily or contingently liable for any liability) to any third party in respect of any necessary third party consent or approval or any sublease arrangement.