Common use of Transition Managers Clause in Contracts

Transition Managers. Each Party shall appoint at least one (1) individual to act as the primary point of managerial contact for the administration and operation of this Agreement, as follows: (i) ADI SpinCo shall appoint at least one (1) individual as the primary point of managerial contact pursuant to this Section 7.03(b)(i) (each, a “ADI Transition Manager”) who shall have overall responsibility for managing, on behalf of ADI SpinCo, all activities undertaken by ADI SpinCo and its Providers, Affiliates and Representatives hereunder, including the performance of ADI SpinCo’s obligations hereunder, receiving and approving requests from the ADI Service Coordinator(s) (including additional services, terminations and reductions in scope), attending to escalated disputes from the Service Coordinators with the Resideo Transition Manager(s) and liaising with the Separation Management Committee. ▇▇▇ ▇▇▇▇▇▇ may change the ADI Transition Manager(s) from time to time upon written notice to ▇▇▇▇▇▇▇. ADI SpinCo shall use commercially reasonable efforts to provide at least thirty (30) days’ prior written notice to Resideo of any such change. (ii) Resideo shall appoint at least one (1) individual as the primary point of managerial contact pursuant to this Section 7.03(b)(ii) (each, a “Resideo Transition Manager” and each of the ADI Transition Manager(s) and the Resideo Transition Manager(s), a “Transition Manager”) who shall have overall responsibility for managing, on behalf of Resideo, all activities undertaken by Resideo and its Providers, Affiliates and Representatives hereunder, including the performance of ▇▇▇▇▇▇▇’s obligations hereunder, receiving and approving requests from the Resideo Service Coordinator(s) (including additional services, terminations and reductions in scope), attending to escalated disputes from the Service Coordinators with the ADI Transition Manager(s) and liaising with the Separation Management Committee. Resideo may change the Resideo Transition Manager(s) from time to time upon written notice to ▇▇▇ ▇▇▇▇▇▇. Resideo shall use commercially reasonable efforts to provide at least thirty (30) days’ prior written notice of any such change. (iii) The Resideo Transition Manager(s) and ADI Transition Manager(s) shall meet either via telephone or video conference or as otherwise agreed between Resideo Transition Manager(s) and ADI Transition Manager(s) at least monthly to review Resideo’s and ADI SpinCo’s provision of the Services as required under this Agreement. (iv) The initial Resideo Transition Manager(s) and the initial ADI Transition Manager(s) are set forth on Schedule 7.03(b) hereto. In the event that there are not an equal number of Transition Managers appointed by each Party and any decision of the Transition Managers is subject to a vote or a similar method of determination, the Transition Managers appointed by each Party shall be entitled to one (1) vote or determining input irrespective of how many Transition Managers have been appointed by such Party.

Transition Managers. Each Party shall appoint at least one (1) an individual to act as the primary point of managerial contact for the administration and operation of this Agreement, as follows: (i) ADI SpinCo shall appoint at least one (1) an individual as the primary point of managerial contact pursuant to this Section 7.03(b)(i7.03(b) (each, a the “ADI Transition Manager”) ), who shall initially be [●], and who shall have overall responsibility for managing, on behalf of ADI SpinCo, all activities undertaken by ADI SpinCo and its Providers, Affiliates and Representatives hereunder, including the performance of ADI SpinCo’s obligations hereunder, receiving and approving requests from the ADI Service Coordinator(s) Coordinator (including additional services, terminations and reductions in scope), attending to escalated disputes from the Service Coordinators with the Resideo Transition Manager(s) Manager and liaising with the Separation Management Committee. ▇▇▇ ▇▇▇▇▇▇ may change the ADI Transition Manager(s) Manager from time to time upon written notice to ▇▇▇▇▇▇▇Resideo. ADI SpinCo shall use commercially reasonable efforts to provide at least thirty (30) days’ prior written notice to Resideo of any such change. (ii) Resideo shall appoint at least one (1) an individual as the primary point of managerial contact pursuant to this Section 7.03(b)(ii7.03(b) (each, a the “Resideo Transition Manager” and each of the ADI Transition Manager(s) Manager and the Resideo Transition Manager(s)Manager, a “Transition Manager”) ), who shall initially be [●], and who shall have overall responsibility for managing, on behalf of Resideo, all activities undertaken by Resideo and its Providers, Affiliates and Representatives hereunder, including the performance of ▇▇▇▇▇▇▇’s obligations hereunder, receiving and approving requests from the Resideo Service Coordinator(s) Coordinator (including additional services, terminations and reductions in scope), attending to escalated disputes from the Service Coordinators with the ADI Transition Manager(s) Manager and liaising with the Separation Management Committee. Resideo may change the Resideo Transition Manager(s) from time to time upon written notice to ▇▇▇ ▇▇▇▇▇▇. Resideo shall use commercially reasonable efforts to provide at least thirty (30) days’ prior written notice of any such change. (iii) The Resideo Transition Manager(s) Manager and ADI Transition Manager(s) Manager shall meet either via telephone or video conference or as otherwise agreed between Resideo Transition Manager(s) Manager and ADI Transition Manager(s) Manager at least monthly to review Resideo’s and ADI SpinCo’s provision of the Services as required under this Agreement. (iv) The initial Resideo Transition Manager(s) and the initial ADI Transition Manager(s) are set forth on Schedule 7.03(b) hereto. In the event that there are not an equal number of Transition Managers appointed by each Party and any decision of the Transition Managers is subject to a vote or a similar method of determination, the Transition Managers appointed by each Party shall be entitled to one (1) vote or determining input irrespective of how many Transition Managers have been appointed by such Party.