Common use of Transition Services Managers Clause in Contracts

Transition Services Managers. (a) RemainCo shall designate its initial services manager by written notice to SpinCo within five (5) Business Days after the Distribution Date (the “RemainCo Services Manager”), who shall have authority to act on a Recipient’s behalf with respect to all matters relating to this Agreement. The RemainCo Services Manager shall work with the personnel of the RemainCo Entities to periodically address issues and matters raised by SpinCo relating to this Agreement. Notwithstanding the requirements of Section 10.06, all communications from SpinCo to any Recipient pursuant to this Agreement regarding routine matters involving the Services set forth in the Schedules shall be made through the RemainCo Services Manager, or such other individual as specified by the RemainCo Services Manager in writing and delivered to SpinCo by e-mail. RemainCo shall notify SpinCo in writing (email being sufficient) of the appointment of a different RemainCo Services Manager. (b) SpinCo shall designate its initial services manager by written notice to RemainCo within five (5) Business Days after the Distribution Date (the “SpinCo Services Manager”), who shall be directly responsible for coordinating and managing the delivery of the Services provided by SpinCo and have authority to act on SpinCo’s behalf with respect to all matters relating to this Agreement. The SpinCo Services Manager shall work with the personnel of the SpinCo Entities to periodically address issues and matters raised by RemainCo relating to this Agreement. Notwithstanding the requirements of Section 10.06, all communications from any Recipient to SpinCo pursuant to this Agreement regarding routine matters involving the Services set forth in the Schedules shall be made through the SpinCo Services Manager, or such other individual as specified by the SpinCo Services Manager in writing and delivered to RemainCo by e-mail. SpinCo shall notify RemainCo in writing (email being sufficient) of the appointment of a different SpinCo Services Manager.

Transition Services Managers. (a) RemainCo shall designate Covidien hereby appoints and designates the individual holding the Covidien position set forth on Exhibit I to act as its initial services manager by written notice to SpinCo within five (5) Business Days after the Distribution Date (the “RemainCo Covidien Services Manager”), who shall have authority to act on a Recipient’s behalf with respect to all matters relating to this Agreement. The RemainCo Services Manager shall work with the personnel of the RemainCo Entities to periodically address issues and matters raised by SpinCo relating to this Agreement. Notwithstanding the requirements of Section 10.06, all communications from SpinCo to any Recipient pursuant to this Agreement regarding routine matters involving the Services set forth in the Schedules shall be made through the RemainCo Services Manager, or such other individual as specified by the RemainCo Services Manager in writing and delivered to SpinCo by e-mail. RemainCo shall notify SpinCo in writing (email being sufficient) of the appointment of a different RemainCo Services Manager. (b) SpinCo shall designate its initial services manager by written notice to RemainCo within five (5) Business Days after the Distribution Date (the “SpinCo Services Manager”), who shall will be directly responsible for coordinating and managing the delivery of the Covidien Services provided by SpinCo and have authority to act on SpinCoCovidien’s behalf with respect to all matters relating to the provision of Services under this Agreement. The SpinCo Covidien Services Manager shall will work with the personnel of the SpinCo Entities Covidien Group to periodically address issues and matters raised by RemainCo Mallinckrodt relating to the provision of Services under this Agreement. Notwithstanding the requirements of Section 9.06, all communications from Mallinckrodt to Covidien pursuant to this Agreement regarding routine matters involving a Service shall be made through the individual specified as the local service manager (the “Covidien Local Service Manager”) with respect to such Service on the applicable Schedule or such other individual as may be specified by the Covidien Services Manager in writing and delivered to Mallinckrodt by email or facsimile transmission with receipt confirmed. Covidien shall notify Mallinckrodt of the appointment of a different Covidien Services Manager or Covidien Local Service Manager(s), if necessary, in accordance with Section 9.06. (b) Mallinckrodt hereby appoints and designates the individual holding the Mallinckrodt position set forth on Exhibit I to act as its initial services manager (the “Mallinckrodt Services Manager”), who will be directly responsible for coordinating and managing the delivery of Mallinckrodt Services and have authority to act on Mallinckrodt’s behalf with respect to matters relating to this Agreement. The Mallinckrodt Services Manager will work with the personnel of the Mallinckrodt Group to periodically address issues and matters raised by Covidien relating to this Agreement. Notwithstanding the requirements of Section 10.069.06, all communications from any Recipient Covidien to SpinCo Mallinckrodt pursuant to this Agreement regarding routine matters involving the Services set forth in the Schedules a Service shall be made through the SpinCo Services individual specified as the local service manager (the “Mallinckrodt Local Service Manager, ”) with respect to such Service on the applicable Schedule or such other individual as specified by the SpinCo Mallinckrodt Services Manager in writing and delivered to RemainCo Covidien by e-mailemail or facsimile transmission with receipt confirmed. SpinCo Mallinckrodt shall notify RemainCo in writing (email being sufficient) Covidien of the appointment of a different SpinCo Mallinckrodt Services ManagerManager or Mallinckrodt Local Service Manager(s), if necessary, in accordance with Section 9.06.

Transition Services Managers. (a) RemainCo shall designate Pentair hereby appoints and designates the individual holding the Pentair position set forth on Exhibit I to act as its initial services manager by written notice to SpinCo within five (5) Business Days after the Distribution Date (the “RemainCo Pentair Services Manager”), who shall have authority to act on a Recipient’s behalf with respect to all matters relating to this Agreement. The RemainCo Services Manager shall work with the personnel of the RemainCo Entities to periodically address issues and matters raised by SpinCo relating to this Agreement. Notwithstanding the requirements of Section 10.06, all communications from SpinCo to any Recipient pursuant to this Agreement regarding routine matters involving the Services set forth in the Schedules shall be made through the RemainCo Services Manager, or such other individual as specified by the RemainCo Services Manager in writing and delivered to SpinCo by e-mail. RemainCo shall notify SpinCo in writing (email being sufficient) of the appointment of a different RemainCo Services Manager. (b) SpinCo shall designate its initial services manager by written notice to RemainCo within five (5) Business Days after the Distribution Date (the “SpinCo Services Manager”), who shall will be directly responsible for coordinating and managing the delivery of the Pentair Services provided by SpinCo and have authority to act on SpinCoPentair’s behalf with respect to all matters relating to the provision of Services under this Agreement. The SpinCo Pentair Services Manager shall will work with the personnel of the SpinCo Entities Pentair Group to periodically address issues and matters raised by RemainCo nVent relating to the provision of Services under this Agreement. Notwithstanding the requirements of Section 10.069.06, all communications from any Recipient nVent to SpinCo Pentair pursuant to this Agreement regarding routine matters involving the Services set forth in the Schedules a Service shall be made through the SpinCo Services individual specified as the local service manager (the “Pentair Local Service Manager, ”) with respect to such Service on the applicable Schedule or such other individual as may be specified by the SpinCo Pentair Services Manager in writing and delivered to RemainCo nVent by e-mailemail or facsimile transmission with receipt confirmed. SpinCo Pentair shall notify RemainCo in writing (email being sufficient) nVent of the appointment of a different SpinCo Pentair Services Manager or Pentair Local Service Manager(s), if necessary, in accordance with Section 9.06. (b) nVent hereby appoints and designates the individual holding the nVent position set forth on Exhibit I to act as its initial services manager (the “nVent Services Manager”), who will be directly responsible for coordinating and managing the delivery of the nVent Services and have authority to act on nVent’s behalf with respect to matters relating to the provision of Services under this Agreement. The nVent Services Manager will work with the personnel of the nVent Group to periodically address issues and matters raised by Pentair relating to the provision of Services under this Agreement. Notwithstanding the requirements of Section 9.06, all communications from Pentair to nVent pursuant to this Agreement regarding routine matters involving a Service shall be made through the individual specified as the local service manager (the “nVent Local Service Manager”) with respect to such Service on the applicable Schedule or such other individual as may be specified by the nVent Services Manager in writing and delivered to Pentair by email or facsimile transmission with receipt confirmed. nVent shall notify Pentair of the appointment of a different nVent Services Manager or nVent Local Service Manager(s), if necessary, in accordance with Section 9.06.

Transition Services Managers. (a) RemainCo shall designate Navy hereby appoints and designates the individual holding the Navy position set forth on Exhibit I to act as its initial services manager by written notice to SpinCo within five (5) Business Days after the Distribution Date (the “RemainCo Navy Services Manager”), who shall will be directly responsible for coordinating and managing the delivery of the Services and have authority to act on a RecipientNavy’s behalf with respect to all matters relating to this Agreement. The RemainCo Navy Services Manager shall will work with the personnel of the RemainCo Entities Navy Group to periodically address issues and matters raised by SpinCo Red Lion relating to this Agreement. Notwithstanding the requirements of Section 10.0610.05, all communications from SpinCo Red Lion to any Recipient Navy pursuant to this Agreement regarding routine matters involving the Services set forth in on the Schedules shall be made through the RemainCo Navy Services Manager, or such other individual as specified by the RemainCo Navy Services Manager in writing and delivered to SpinCo Red Lion by e-mailemail or facsimile transmission with receipt confirmed. RemainCo In the event the Navy Services Manager is unavailable or intends to be unavailable, the Navy Services Manager shall promptly specify another individual to serve as the Navy Services Manager in the interim. Navy shall notify SpinCo in writing (email being sufficient) Red Lion of the appointment of a different RemainCo Navy Services Manager, if necessary, in accordance with Section 10.05. (b) SpinCo shall designate Red Lion hereby appoints and designates the individual holding the Red Lion position set forth on Exhibit I to act as its initial services manager by written notice to RemainCo within five (5) Business Days after the Distribution Date (the “SpinCo Red Lion Services Manager”), who shall will be directly responsible for coordinating and managing the delivery receipt of the Services provided by SpinCo and have authority to act on SpinCoRed Lion’s behalf with respect to all matters relating to this Agreement. The SpinCo Red Lion Services Manager shall will work with the personnel of the SpinCo Red Lion Entities to periodically address issues and matters raised by RemainCo Navy relating to this Agreement. Notwithstanding the requirements of Section 10.0610.05, all communications from any Recipient Navy to SpinCo Red Lion pursuant to this Agreement regarding routine matters involving the Services set forth in on the Schedules shall be made through the SpinCo Red Lion Services Manager, Manager or such other individual as specified by the SpinCo Red Lion Services Manager in writing and delivered to RemainCo Navy by e-mailemail or facsimile transmission with receipt confirmed. SpinCo In the event the Red Lion Services Manager is unavailable or intends to be unavailable, the Red Lion Manager shall promptly specify another individual to serve as the Red Lion Services Manager in the interim. Red Lion shall notify RemainCo in writing (email being sufficient) Navy of the appointment of a different SpinCo Red Lion Services Manager, if necessary, in accordance with Section 10.05.

Transition Services Managers. (a) RemainCo Parent shall appoint and designate a sufficiently senior individual who is employed, as of the date of such appointment and designation, by Parent to act as its initial services manager by written notice to SpinCo within five (5) Business Days after the Distribution Date (the “RemainCo Parent Services Manager”), who shall will be directly responsible for coordinating and managing the delivery of the Parent Services and have authority to act on a RecipientParent’s behalf with respect to all matters relating to the provision of Services under this Agreement. The RemainCo Parent Services Manager shall will work with the personnel of the RemainCo Entities Parent Group to periodically address issues and matters raised by SpinCo relating to the provision of Services under this Agreement. Notwithstanding the requirements of Section 10.069.4, all communications from SpinCo to any Recipient Parent pursuant to this Agreement regarding routine matters involving the Services set forth in the Schedules a Service shall be made first through the RemainCo individual specified as the local services manager (the “Parent Local Services Manager, ”) with respect to such Service on Schedule A or such other individual as may be specified by the RemainCo Parent Services Manager in writing and delivered to SpinCo by e-mailemail or facsimile transmission with receipt confirmed; provided that, if the Parent Local Services Manager is not available, communication shall thereafter be made through the Parent Services Manager. RemainCo Parent shall notify SpinCo in writing (email being sufficient) of the appointment of a different RemainCo Parent Services ManagerManager or Parent Local Services Manager(s), if necessary, in accordance with Section 9.4. (b) SpinCo shall appoint and designate a sufficiently senior individual who is employed, as of the date of such appointment and designation, by SpinCo to act as its initial services manager by written notice to RemainCo within five (5) Business Days after the Distribution Date (the “SpinCo Services Manager”), who shall will be directly responsible for coordinating and managing the delivery of the SpinCo Services provided by SpinCo and have authority to act on SpinCo’s behalf with respect to all matters relating to this Agreement. The SpinCo Services Manager shall will work with the personnel of the SpinCo Entities Group to periodically address issues and matters raised by RemainCo Parent relating to this Agreement. Notwithstanding the requirements of Section 10.069.4, all communications from any Recipient Parent to SpinCo pursuant to this Agreement regarding routine matters involving the Services set forth in the Schedules a Service shall be made through the individual specified as the local services manager (the “SpinCo Local Services Manager, ”) with respect to such Service on Schedule B or such other individual as specified by the SpinCo Services Manager in writing and delivered to RemainCo Parent by e-mailemail or facsimile transmission with receipt confirmed; provided that if the SpinCo Local Services Manager is not available, communication shall thereafter be made through the SpinCo Services Manager. SpinCo shall notify RemainCo in writing (email being sufficient) Parent of the appointment of a different SpinCo Services ManagerManager or SpinCo Local Services Manager(s), if necessary, in accordance with Section 9.4.

Transition Services Managers. (a) RemainCo shall designate hereby appoints and designates [●] to act as its initial services manager by written notice to SpinCo within five (5) Business Days after the Distribution Date (the “RemainCo Services Manager”), who shall have authority to act on a Recipient’s behalf with respect to all matters relating to this Agreement. The RemainCo Services Manager shall work with the personnel of the RemainCo Entities to periodically address issues and matters raised by SpinCo relating to this Agreement. Notwithstanding the requirements of Section 10.06, all communications from SpinCo to any Recipient pursuant to this Agreement regarding routine matters involving the Services set forth in the Schedules shall be made through the RemainCo Services Manager, or such other individual as specified by the RemainCo Services Manager in writing and delivered to SpinCo by e-mail. RemainCo shall notify SpinCo in writing (email being sufficient) of the appointment of a different RemainCo Services Manager. (b) SpinCo shall designate hereby appoints and designates [●] to act as its initial services manager by written notice to RemainCo within five (5) Business Days after the Distribution Date (the “SpinCo Services Manager”), who shall be directly responsible for coordinating and managing the delivery of the Services provided by SpinCo and have authority to act on SpinCo’s behalf with respect to all matters relating to this Agreement. The SpinCo Services Manager shall work with the personnel of the SpinCo Entities to periodically address issues and matters raised by RemainCo relating to this Agreement. Notwithstanding the requirements of Section 10.06, all communications from any Recipient to SpinCo pursuant to this Agreement regarding routine matters involving the Services set forth in the Schedules shall be made through the SpinCo Services Manager, or such other individual as specified by the SpinCo Services Manager in writing and delivered to RemainCo by e-mail. SpinCo shall notify RemainCo in writing (email being sufficient) of the appointment of a different SpinCo Services Manager.

Transition Services Managers. (a) RemainCo shall designate Parent hereby appoints and designates [***] to act as its initial services manager by written notice to SpinCo within five (5) Business Days after the Distribution Date (the “RemainCo Parent Services Manager”), who shall be directly responsible for coordinating and managing the delivery of the Parent Services and have authority to act on a RecipientParent’s behalf with respect to all matters relating to this Agreement. The RemainCo Parent Services Manager shall work with the personnel of the RemainCo Parent Entities to periodically address issues and matters raised by SpinCo relating to this Agreement. Notwithstanding the requirements of Section 10.06, all communications from SpinCo to any Recipient Parent pursuant to this Agreement regarding routine matters involving the Services set forth in the Schedules shall be made through the RemainCo Parent Services Manager, or such other individual as specified by the RemainCo Parent Services Manager in writing and delivered to SpinCo by e-mail. RemainCo Parent shall notify SpinCo in writing (email being sufficient) of the appointment of a different RemainCo Parent Services Manager. (b) SpinCo shall designate hereby appoints and designates [***] to act as its initial services manager by written notice to RemainCo within five (5) Business Days after the Distribution Date (the “SpinCo Services Manager”), who shall be directly responsible for coordinating and managing the delivery of the SpinCo Services provided by SpinCo and have authority to act on SpinCo’s behalf with respect to all matters relating to this Agreement. The SpinCo Services Manager shall work with the personnel of the SpinCo Entities to periodically address issues and matters raised by RemainCo Parent relating to this Agreement. Notwithstanding the requirements of Section 10.06, all communications from any Recipient Parent to SpinCo pursuant to this Agreement regarding routine matters involving the Services set forth in the Schedules shall be made through the SpinCo Services Manager, or such other individual as specified by the SpinCo Services Manager in writing and delivered to RemainCo Parent by e-mail. SpinCo shall notify RemainCo Parent in writing (email being sufficient) of the appointment of a different SpinCo Services Manager.

Transition Services Managers. (a) RemainCo shall designate Parent hereby appoints and designates [•] to act as its initial services manager by written notice to SpinCo within five (5) Business Days after the Distribution Date (the “RemainCo Parent Services Manager”), who shall be directly responsible for coordinating and managing the delivery of the Parent Services and have authority to act on a RecipientParent’s behalf with respect to all matters relating to this Agreement. The RemainCo Parent Services Manager shall work with the personnel of the RemainCo Parent Entities to periodically address issues and matters raised by SpinCo relating to this Agreement. Notwithstanding the requirements of Section 10.06, all communications from SpinCo to any Recipient Parent pursuant to this Agreement regarding routine matters involving the Services set forth in the Schedules shall be made through the RemainCo Parent Services Manager, or such other individual as specified by the RemainCo Parent Services Manager in writing and delivered to SpinCo by e-mail. RemainCo Parent shall notify SpinCo in writing (email being sufficient) of the appointment of a different RemainCo Parent Services Manager. (b) SpinCo shall designate hereby appoints and designates [•] to act as its initial services manager by written notice to RemainCo within five (5) Business Days after the Distribution Date (the “SpinCo Services Manager”), who shall be directly responsible for coordinating and managing the delivery of the SpinCo Services provided by SpinCo and have authority to act on SpinCo’s behalf with respect to all matters relating to this Agreement. The SpinCo Services Manager shall work with the personnel of the SpinCo Entities to periodically address issues and matters raised by RemainCo Parent relating to this Agreement. Notwithstanding the requirements of Section 10.06, all communications from any Recipient Parent to SpinCo pursuant to this Agreement regarding routine matters involving the Services set forth in the Schedules shall be made through the SpinCo Services Manager, or such other individual as specified by the SpinCo Services Manager in writing and delivered to RemainCo Parent by e-mail. SpinCo shall notify RemainCo Parent in writing (email being sufficient) of the appointment of a different SpinCo Services Manager.

Transition Services Managers. (a) RemainCo shall designate CBS hereby appoints and designates the individual holding the CBS position set forth on Exhibit I to act as its initial services manager by written notice to SpinCo within five (5) Business Days after the Distribution Date (the “RemainCo CBS Services Manager”), who shall have authority to act on a Recipient’s behalf with respect to all matters relating to this Agreement. The RemainCo Services Manager shall work with the personnel of the RemainCo Entities to periodically address issues and matters raised by SpinCo relating to this Agreement. Notwithstanding the requirements of Section 10.06, all communications from SpinCo to any Recipient pursuant to this Agreement regarding routine matters involving the Services set forth in the Schedules shall be made through the RemainCo Services Manager, or such other individual as specified by the RemainCo Services Manager in writing and delivered to SpinCo by e-mail. RemainCo shall notify SpinCo in writing (email being sufficient) of the appointment of a different RemainCo Services Manager. (b) SpinCo shall designate its initial services manager by written notice to RemainCo within five (5) Business Days after the Distribution Date (the “SpinCo Services Manager”), who shall will be directly responsible for coordinating and managing the delivery of the CBS Services provided by SpinCo and have authority to act on SpinCoCBS’s behalf with respect to all matters relating to the provision of Services under this Agreement. The SpinCo CBS Services Manager shall will work with the personnel of the SpinCo Entities CBS Group to periodically address issues and matters raised by RemainCo Radio relating to the provision of Services under this Agreement. Notwithstanding the requirements of Section 8.06, all communications from Radio to CBS pursuant to this Agreement regarding routine matters involving a Service shall be made first through the individual specified as the local service manager (the “CBS Local Service Manager”) with respect to such Service on Schedule A or such other individual as may be specified by the CBS Services Manager in writing and delivered to Radio by email or facsimile transmission with receipt confirmed; provided that, if the CBS Local Service Manager is not available, communication shall thereafter be made through the CBS Services Manager. CBS shall notify Radio of the appointment of a different CBS Services Manager or CBS Local Service Manager(s), if necessary, in accordance with Section 8.06. (b) Radio hereby appoints and designates the individual holding the Radio position set forth on Exhibit I to act as its initial services manager (the “Radio Services Manager”), who will be directly responsible for coordinating and managing the delivery of the Radio Services and have authority to act on Radio’s behalf with respect to matters relating to this Agreement. The Radio Services Manager will work with the personnel of the Radio Group to periodically address issues and matters raised by CBS relating to this Agreement. Notwithstanding the requirements of Section 10.068.06, all communications from any Recipient CBS to SpinCo Radio pursuant to this Agreement regarding routine matters involving the Services set forth in the Schedules a Service shall be made through the SpinCo Services individual specified as the local service manager (the “Radio Local Service Manager, ”) with respect to such Service on Schedule B or such other individual as specified by the SpinCo Radio Services Manager in writing and delivered to RemainCo CBS by e-mailemail or facsimile transmission with receipt confirmed; provided that if the Radio Local Service Manager is not available, communication shall thereafter be made through the Radio Services Manager. SpinCo Radio shall notify RemainCo in writing (email being sufficient) CBS of the appointment of a different SpinCo Radio Services ManagerManager or Radio Local Service Manager(s), if necessary, in accordance with Section 8.06.

Transition Services Managers. (a) RemainCo shall designate hereby appoints and designates [***] to act as its initial services manager by written notice to SpinCo within five (5) Business Days after the Distribution Date (the “RemainCo Services Manager”), who shall have authority to act on a Recipient’s behalf with respect to all matters relating to this Agreement. The RemainCo Services Manager shall work with the personnel of the RemainCo Entities to periodically address issues and matters raised by SpinCo relating to this Agreement. Notwithstanding the requirements of Section 10.06, all communications from SpinCo to any Recipient pursuant to this Agreement regarding routine matters involving the Services set forth in the Schedules shall be made through the RemainCo Services Manager, or such other individual as specified by the RemainCo Services Manager in writing and delivered to SpinCo by e-mail. RemainCo shall notify SpinCo in writing (email being sufficient) of the appointment of a different RemainCo Services Manager. (b) SpinCo shall designate hereby appoints and designates [***] and [***] to jointly act as its initial services manager by written notice to RemainCo within five (5) Business Days after the Distribution Date managers (the “SpinCo Services Manager”), who shall be directly responsible for coordinating and managing the delivery of the Services provided by SpinCo and have authority to act on SpinCo’s behalf with respect to all matters relating to this Agreement. The SpinCo Services Manager shall work with the personnel of the SpinCo Entities to periodically address issues and matters raised by RemainCo relating to this Agreement. Notwithstanding the requirements of Section 10.06, all communications from any Recipient to SpinCo pursuant to this Agreement regarding routine matters involving the Services set forth in the Schedules shall be made through the SpinCo Services Manager, or such other individual as specified by the SpinCo Services Manager in writing and delivered to RemainCo by e-mail. SpinCo shall notify RemainCo in writing (email being sufficient) of the appointment of a different SpinCo Services Manager.