Common use of Transitional Services Clause in Contracts

Transitional Services. (a) Each of Comcast and TWC shall provide, or cause its Affiliates to provide, to the other and its Affiliates, upon written request received by Comcast or TWC, as applicable, such signal supply, subscriber billing, high speed data, telephony and such other non-management services as may be reasonably requested in connection with the operation of the Native Systems, the Adelphia Systems and any other assets or properties acquired from Adelphia pursuant to the Adelphia Agreements, as applicable, for a commercially reasonable period following the Closing to be mutually agreed upon in good faith by Comcast and TWC to allow for transition of existing services or establishment of replacement services. (b) Without limitation of Section 6.8(a), if the Closing does not occur on the date of the Adelphia Closing, each of Comcast and TWC shall provide, or cause its Affiliates to provide, to the other and its Affiliates, signal supply, subscriber billing, high speed data, telephony and such other non-management services as may be reasonably requested in connection with any assets or properties acquired from Adelphia pursuant to the Comcast/Adelphia Purchase Agreement or the TWC/Adelphia Purchase Agreement, as the case may be. The services referred to in this Section 6.8(b) shall be provided from the Adelphia Closing until the Closing or, if this Agreement is terminated in accordance with its terms, for a commercially reasonable period to be mutually agreed upon in good faith by TWC and Comcast to allow for transition of existing services or establishment of replacement services (with respect to the Specified Systems, until the Transition Closing, and, if requested, a commercially reasonable period thereafter). (c) The recipient of any services referred to in Section 6.8(a) or (b) shall promptly reimburse the provider thereof for the actual out-of-pocket cost to such provider and its Affiliates of providing such services, and all other terms and conditions for the provision of such services shall be reasonably satisfactory to both Comcast and TWC, and subject to applicable Legal Requirements. (d) If this Agreement is terminated in accordance with Section 9.1, at a closing (the "Transition Closing") to be held as soon as reasonably practicable after such termination, subject to the receipt of the consents and approvals referred to in the last sentence of this Section 6.8(d), each of Comcast and TW NY shall, and shall cause their respective Affiliates to (i) assign, transfer, convey and deliver the Adelphia Assets received by it (and them) at the Adelphia Closing that comprise the Specified Systems (as defined below) (and all Adelphia Assets primarily related thereto) to a Disregarded Entity, (ii) cause such Disregarded Entity to assume and agree to pay and discharge, as and when they come due, all Adelphia Assumed Liabilities primarily related to such Adelphia Assets and (iii) sell to TW NY and Comcast respectively, and each of TWC and Comcast will purchase from Comcast and TWC (or their respective Affiliates),

Transitional Services. 15.1 The Seller and the Purchaser will cooperate and act in good faith to identify activities requiring the provision of transitional services after the Completion Date and to negotiate and agree, prior to the Completion Date and on arm’s-length terms, such transitional services agreement or agreements as may be necessary to allow each such party and its Affiliates to receive such services from the other party and its Affiliates after the Completion Date on the following terms, together with such other terms as may be agreed upon by the Seller and the Purchaser: (a) Each the scope of Comcast services shall, save as may otherwise be agreed, be in all material respects the same as those provided as at the Signing Date, and TWC shall be provided using reasonable skill and care and to a standard no less than that to which those services were provided in the twelve months prior to the Signing Date; (b) the services shall be provided for such time as required by the recipient of those services to enable that recipient reasonably to migrate to another provider; (c) the Seller and the Purchaser shall cooperate with a view to procuring all third party, governmental and regulatory consents, authorisations and approvals necessary for the services to be provided in accordance with Law; and (d) subject to any change to the services agreed between the Seller and the Purchaser and to any reasonably and proportionate pass-through of any increases in the costs of third parties used to provide the services, the charging basis for such services shall in all material respects be the same as the charging basis for those services in twelve months prior to the Signing Date. 15.2 Until Seller and Purchaser enter into a transitional services agreement or agreements, each of Seller and Purchaser shall procure that all services (including, without limitation, Information Technology services) provided by the Retained Group to the AIA Group, on the one hand, and by the AIA Group to the Retained Group, on the other hand, during the 12 months immediately proceeding Completion shall continue to be provided to the AIA Group and the Retained Group, respectively, after Completion on the same terms (including as to scope, standard and pricing) as such services were provided to the AIA Group and the Retained Group, respectively, at the Signing Date. 15.3 Where a Connected Party Agreement gives any member of the Retained Group the right to terminate or vary in any way that agreement as a result of the entering into or performance of any of the Transaction Agreements or the transactions contemplated by this Agreement, the Parent and Seller shall procure that such member does not exercise such right. 15.4 Parent and Seller shall provide, or cause and shall procure that each member of the Retained Group provides, Purchaser, its Affiliates and their professional advisers with such access to providetheir premises, systems, personnel and records (including information and data relating to the other performance and its Affiliatescosting of services, upon written request received by Comcast or TWCand the achievement of service levels) as Purchaser may reasonably require in order to understand and assess the terms of any Connected Party Agreement. 15.5 At the Purchaser’s request, as applicable, the Seller and Purchaser shall act in good faith to negotiate and agree (with effect from the Completion Date) such signal supply, subscriber billing, high speed data, telephony and such other non-management services amendments to any Connected Party Agreement as may be reasonably requested in connection with required by the operation of the Native Systems, the Adelphia Systems and any other assets or properties acquired from Adelphia pursuant to the Adelphia Agreements, as applicable, for a commercially reasonable period following the Closing to be mutually agreed upon in good faith by Comcast and TWC to allow for transition of existing services or establishment of replacement servicesPurchaser. (b) Without limitation of Section 6.8(a), if the Closing does not occur on the date of the Adelphia Closing, each of Comcast and TWC shall provide, or cause its Affiliates to provide, to the other and its Affiliates, signal supply, subscriber billing, high speed data, telephony and such other non-management services as may be reasonably requested in connection with any assets or properties acquired from Adelphia pursuant to the Comcast/Adelphia Purchase Agreement or the TWC/Adelphia Purchase Agreement, as the case may be. The services referred to in this Section 6.8(b) shall be provided from the Adelphia Closing until the Closing or, if this Agreement is terminated in accordance with its terms, for a commercially reasonable period to be mutually agreed upon in good faith by TWC and Comcast to allow for transition of existing services or establishment of replacement services (with respect to the Specified Systems, until the Transition Closing, and, if requested, a commercially reasonable period thereafter). (c) The recipient of any services referred to in Section 6.8(a) or (b) shall promptly reimburse the provider thereof for the actual out-of-pocket cost to such provider and its Affiliates of providing such services, and all other terms and conditions for the provision of such services shall be reasonably satisfactory to both Comcast and TWC, and subject to applicable Legal Requirements. (d) If this Agreement is terminated in accordance with Section 9.1, at a closing (the "Transition Closing") to be held as soon as reasonably practicable after such termination, subject to the receipt of the consents and approvals referred to in the last sentence of this Section 6.8(d), each of Comcast and TW NY shall, and shall cause their respective Affiliates to (i) assign, transfer, convey and deliver the Adelphia Assets received by it (and them) at the Adelphia Closing that comprise the Specified Systems (as defined below) (and all Adelphia Assets primarily related thereto) to a Disregarded Entity, (ii) cause such Disregarded Entity to assume and agree to pay and discharge, as and when they come due, all Adelphia Assumed Liabilities primarily related to such Adelphia Assets and (iii) sell to TW NY and Comcast respectively, and each of TWC and Comcast will purchase from Comcast and TWC (or their respective Affiliates),

Transitional Services. (a) Each of Comcast and TWC shall provide, or cause its Affiliates to provide, to the other and its Affiliates, upon written request received by Comcast or TWC, as applicable, such signal supply, subscriber billing, high speed data, telephony and such other non-management services as may be reasonably requested in connection with the operation of the Native Systems, the Adelphia Systems and any other assets or properties acquired from Adelphia pursuant to the Adelphia Agreements, as applicable, for a commercially reasonable period following the Closing to be mutually agreed upon in good faith by Comcast and TWC to allow for transition of existing services or establishment of replacement services. (b) Without limitation of Section 6.8(a), if the Closing does not occur on the date of the Adelphia Closing, each of Comcast and TWC shall provide, or cause its Affiliates to provide, to the other and its Affiliates, signal supply, subscriber billing, high speed data, telephony and such other non-management services as may be reasonably requested in connection with any assets or properties acquired from Adelphia pursuant to the Comcast/Adelphia Purchase Agreement or the TWC/Adelphia Purchase Agreement, as the case may be. The services referred to in this Section 6.8(b) shall be provided from the Adelphia Closing until the Closing or, if this Agreement is terminated in accordance with its terms, for a commercially reasonable period to be mutually agreed upon in good faith by TWC and Comcast to allow for transition of existing services or establishment of replacement services (with respect to the Specified Systems, until the Transition Closing, and, if requested, a commercially reasonable period thereafter). (c) The recipient of any services referred to in Section 6.8(a) or (b) shall promptly reimburse the provider thereof for the actual out-of-pocket cost to such provider and its Affiliates of providing such services, and all other terms and conditions for the provision of such services shall be reasonably satisfactory to both Comcast and TWC, and subject to applicable Legal Requirements. (d) If this Agreement is terminated in accordance with Section 9.1, at a closing (the "“Transition Closing"”) to be held as soon as reasonably practicable after such termination, subject to the receipt of the consents and approvals referred to in the last sentence of this Section 6.8(d), each of Comcast and TW NY shall, and shall cause their respective Affiliates to (i) assign, transfer, convey and deliver the Adelphia Assets received by it (and them) at the Adelphia Closing that comprise the Specified Systems (as defined below) (and all Adelphia Assets primarily related thereto) to a Disregarded Entity, (ii) cause such Disregarded Entity to assume and agree to pay and discharge, as and when they come due, all Adelphia Assumed Liabilities primarily related to such Adelphia Assets and (iii) sell to TW NY and Comcast respectively, and each of TWC and Comcast will purchase from Comcast and TWC (or their respective Affiliates),

Transitional Services. (a) Each Subject to Sections 5.5(a) and (b), for a period of Comcast 60 days following the Closing Date, the Seller shall provide and TWC shall providefurnish to the Buyer, or cause its Affiliates to provideas and when reasonably requested by the Buyer, the following services and functions (the "Transitional Services"): (i) the provision of legal, tax and accounting support services, human resources and employee benefits management services, and billing and collection of accounts receivable services; (ii) hosting and maintenance of the Technology Business Equipment (including computer servicers), and all reasonable assistance for the relocation of the Technology Business Equipment (including computer servicers), to the other Buyer's facilities as promptly as practicable following the Closing; and its Affiliates, upon written request received by Comcast or TWC, as applicable, such signal supply, subscriber billing, high speed data, telephony and such other non-management services as may be reasonably requested (iii) assistance in connection with the operation orderly transition of the Native Systems, Transferred Intellectual Property and the Adelphia Systems and any other assets or properties acquired from Adelphia pursuant customers of the Technology Business to the Adelphia Agreements, as applicable, for a commercially reasonable period following the Closing to be mutually agreed upon in good faith by Comcast and TWC to allow for transition of existing services or establishment of replacement servicesBuyer. (b) Without limitation of Section 6.8(a), if The parties acknowledge and agree that the Transitional Services are intended to permit the Buyer to operate and conduct the Technology Business in the ordinary course following the Closing does not occur on and, accordingly, (i) the date scope and extent of the Adelphia Transitional Services provided and furnished by the Seller shall be similar to the scope and extent of such services and functions provided by the Seller to the Technology Business prior to the Closing, each (ii) except as otherwise agreed by the parties in writing, the Seller shall not be required to hire or retain any personnel solely for the purpose of Comcast providing Transitional Services, and TWC (iii) the Seller shall providenot be required to provide any Transitional Services the provision of which interferes in any material respect with operations of the Seller's continuing businesses. The Buyer may, at any time and at its discretion, direct the Seller to discontinue or cause its Affiliates to provide, to reduce the other and its Affiliates, signal supply, subscriber billing, high speed data, telephony and such other non-management services as may be reasonably requested in connection with extent of any assets particular Transitional Service provided or properties acquired from Adelphia furnished by the Seller pursuant to the Comcast/Adelphia Purchase Agreement or the TWC/Adelphia Purchase Agreement, as the case may bethis Section 5.5. The services referred to in this Section 6.8(b) Seller shall be provided from provide and furnish the Adelphia Closing until the Closing or, if this Agreement is terminated Transitional Services as an independent contractor and in accordance with its terms, for a commercially reasonable period to be mutually agreed upon the Seller's own standards and in good faith by TWC and Comcast to allow for transition of existing services or establishment of replacement services (compliance with respect to the Specified Systems, until the Transition Closing, and, if requested, a commercially reasonable period thereafter)Applicable Laws. (c) The recipient of any services referred to in Section 6.8(a) or (b) Buyer shall promptly reimburse the provider thereof Seller for the actual all its reasonable out-of-pocket cost to such provider and its Affiliates of providing such services, and all other terms and conditions for expenses incurred in the provision of such services shall be reasonably satisfactory to both Comcast Transitional Services, excluding salaries of and TWC, and subject to applicable Legal Requirements. (d) If this Agreement is terminated in accordance with Section 9.1, at a closing (the "Transition Closing") to be held as soon as reasonably practicable after such termination, subject compensation to the receipt employees of the consents Seller and approvals referred to in the last sentence overhead and general, selling and administrative expenses of this Section 6.8(d), each of Comcast and TW NY shall, and shall cause their respective Affiliates to the Seller; provided that (i) assign, transfer, convey and deliver the Adelphia Assets Seller shall have received by it the consent of the Buyer to any expense in excess of $5,000 prior to the incurrence thereof (and them) at if the Adelphia Closing that comprise Buyer does not grant its consent, the Specified Systems (as defined below) (Seller shall not be required to provide or furnish the applicable Transitional Service), and all Adelphia Assets primarily related thereto) to a Disregarded Entity, (ii) cause the Buyer shall reimburse the Seller for all its compensation expenses (including salary, bonus, benefits and other payroll costs) for the personnel retained by the Seller at the written request of the Buyer solely for the purpose of providing Transitional Services. The Seller shall invoice all amounts owed by the Buyer under this Section 5.5 not more frequently than monthly and not less frequently than quarterly. The Buyer shall pay all such Disregarded Entity to assume and agree to pay and discharge, as and when they come due, all Adelphia Assumed Liabilities primarily related to such Adelphia Assets and (iii) sell to TW NY and Comcast respectively, and each of TWC and Comcast will purchase from Comcast and TWC (or invoices within ten days following their respective Affiliates),receipt.

Transitional Services. (a) Each 14.1 Subject to payment of Comcast and TWC the Service Charges in respect of the Ferraris Services by the Purchaser, the Vendor shall provide, or cause its Affiliates to provideprocure the provision of, the Ferraris Services to the other and its Affiliates, upon written request received by Comcast or TWC, as applicable, such signal supply, subscriber billing, high speed data, telephony and such other non-management services as may be reasonably requested in connection with Target Group for a period ending on the operation date falling three months after the Completion Date for the purpose of providing continuity of the Native Systemsservices provided by the Vendor to the Target Group as at the date of Completion. To the extent that any service required to ensure such continuity does not comprise the Ferraris Services or to the extent such service does comprise the Ferraris Services beyond the three month period referred to above (including in particular the DOC Control System Master Control Services), the Adelphia Systems and any other assets or properties acquired from Adelphia pursuant to the Adelphia Agreements, as applicable, for a commercially reasonable period following the Closing to be mutually agreed upon Parties shall negotiate in good faith by Comcast with a view to agreeing the nature of such additional services to be provided, and TWC the Parties agree that such services (to allow for transition the extent and only to the extent that they ensure continuity of existing services or establishment of replacement such services), once agreed shall be provided at cost. (b) Without limitation 14.2 The Vendor shall provide the Purchaser with a calculation of Section 6.8(a)the Service Charges in respect of the Ferraris Services for each month and a valid VAT invoice in relation thereto within ten Business Days of the end of that month, if and the Closing does not occur on Purchaser shall pay such Service Charges without any deduction, set off or counterclaim within fifteen Business days of the date of such invoice. 14.3 Invoices in respect of the Adelphia ClosingFerraris Services shall be sent to ▇▇▇▇▇ ▇▇▇▇▇▇▇ (Finance Director of Spacelabs Healthcare, each Issaquah, Washington) at the Purchaser and shall be in the format agreed by the Parties from time to time, or, if no form is agreed by the parties, in the form reasonably prescribed by the Vendor from time to time. 14.4 Subject to payment of Comcast and TWC the Service Charges in respect of the Target Group Services by the Vendor, the Purchaser shall provide, or cause its Affiliates to provideprocure the provision of, the Target Group Services to the other and its Affiliates, signal supply, subscriber billing, high speed data, telephony and such other non-management Continuing Vendor Group for a period ending on the date falling three months after the Completion Date for the purpose of providing continuity of the services as may be reasonably requested in connection with any assets or properties acquired from Adelphia pursuant provided by the Target Group to the Comcast/Adelphia Purchase Agreement or Vendor as at the TWC/Adelphia Purchase Agreementdate of Completion. To the extent that any service required to ensure such continuity does not comprise the Target Group Services, as the case may be. The Parties shall negotiate in good faith with a view to agreeing the nature of such additional services referred to in this Section 6.8(b) be provided, and the Parties agree that such services (to the extent and only to the extent that they ensure continuity of such services), once agreed shall be provided at cost. 14.5 The Purchaser shall provide the Vendor with a calculation of the Target Group Service Charges in respect of the Target Group Services for each month and a valid VAT invoice in relation thereto within ten Business Days of the end of that month, and the Vendor shall pay such Target Group Service Charges without any deduction, set off or counterclaim within fifteen Business days of the date of such invoice. 14.6 Invoices in respect of the Target Group Services shall be sent to the Vendor marked for the attention of ▇▇▇▇▇▇ ▇▇▇▇▇▇ and shall be in the format agreed by the Parties from the Adelphia Closing until the Closing time to time, or, if this Agreement no form is terminated in accordance with its termsagreed by the parties, for a commercially reasonable period to be mutually agreed upon in good faith by TWC and Comcast to allow for transition of existing services or establishment of replacement services (with respect to the Specified Systems, until the Transition Closing, and, if requested, a commercially reasonable period thereafter). (c) The recipient of any services referred to in Section 6.8(a) or (b) shall promptly reimburse the provider thereof for the actual out-of-pocket cost to such provider and its Affiliates of providing such services, and all other terms and conditions for the provision of such services shall be reasonably satisfactory to both Comcast and TWC, and subject to applicable Legal Requirements. (d) If this Agreement is terminated in accordance with Section 9.1, at a closing (the "Transition Closing") to be held as soon as reasonably practicable after such termination, subject to the receipt of the consents and approvals referred to in the last sentence of this Section 6.8(d), each of Comcast and TW NY shall, and shall cause their respective Affiliates form prescribed by the Purchaser from time to (i) assign, transfer, convey and deliver the Adelphia Assets received by it (and them) at the Adelphia Closing that comprise the Specified Systems (as defined below) (and all Adelphia Assets primarily related thereto) to a Disregarded Entity, (ii) cause such Disregarded Entity to assume and agree to pay and discharge, as and when they come due, all Adelphia Assumed Liabilities primarily related to such Adelphia Assets and (iii) sell to TW NY and Comcast respectively, and each of TWC and Comcast will purchase from Comcast and TWC (or their respective Affiliates),time.

Transitional Services. (a) Each The Seller must procure that each applicable Seller Group Member provides the Buyer with: (i) access to each of Comcast the Key Personnel to perform the relevant Transitional Services subject to and TWC shall providein accordance with the provisions set out in Schedule 13; and (ii) such other Transitional Services as are reasonably requested by the Buyer from time to time during a term from the date of Completion until 30 June 2020, such services to be provided without charge during this period (other than with respect to any relevant Third Party supplier costs, which will be passed through without ▇▇▇▇-up or cause its Affiliates to provideany overhead charge or fee whatsoever, subject to the provision to the Buyer of a valid Tax Invoice and reasonable supporting documentation in respect of such costs). The Seller is not required to provide any Transitional Services under this deed to the extent that the supply of such services exceeds the level, scope and/or volume of services that were being provided (or procured to be provided) by or on behalf of Newmont Services (including by any other and its Affiliates, upon written request received by Comcast or TWC, as applicable, such signal supply, subscriber billing, high speed data, telephony and such other non-management services as may be reasonably requested Seller Group Member) in connection with the operation respect of the Native Systems, Gold Operations during the Adelphia Systems and any other assets or properties acquired from Adelphia pursuant to period of six months immediately before the Adelphia Agreements, as applicable, for a commercially reasonable period following the Closing to be mutually agreed upon in good faith by Comcast and TWC to allow for transition date of existing services or establishment of replacement servicesthis deed. (b) Without limitation The Buyer acknowledges and agrees that: (i) the Seller and each relevant Seller Group Member is not in the business of Section 6.8(a), if providing the Closing does Transitional Services on a commercial arm’s length basis; (ii) the Transitional Services are not occur on bespoke services and the date Seller assumes no responsibility to ensure that the Transitional Services meet the specific requirements of the Adelphia Closing, each of Comcast and TWC shall Buyer; (iii) the Seller is not obliged to provide, or cause its Affiliates to provideprocure the supply of, Transitional Services to the extent that (A) neither the Seller nor any other Seller Group Member have the assets or rights to enable such Transitional Services to be supplied; or (B) provision of the Transitional Services will or is reasonably likely to result in a breach of any agreement with any Third Party or any law; (iv) it shall cooperate reasonably and its Affiliates, signal supply, subscriber billing, high speed data, telephony in good faith with the Seller and such other non-management services as may be provide any assistance reasonably requested by the Seller to the extent reasonably necessary to allow the Seller to supply the Transitional Services and to allow the Seller to discharge its obligations in respect of the Transitional Services under this deed; and (v) to the maximum extent permitted by law, all terms (other than as set out in this clause 6.11), conditions and warranties expressed or implied by any regulation, common law, equity, trade, custom or usage in connection with any assets the supply or properties acquired from Adelphia pursuant quality of Transitional Services provided under this deed or otherwise are expressly excluded and the liability of the Seller in respect of the Transitional Services is limited to (at the Comcast/Adelphia Purchase Agreement Seller’s election): (A) supplying or re-supplying the TWC/Adelphia Purchase Agreement, as Transitional Services; or (B) payment of the case may be. The services referred to cost of having the Transitional Services supplied by a Third Party on the terms set out in this Section 6.8(b) shall be provided from the Adelphia Closing until the Closing or, if this Agreement is terminated in accordance with its terms, for a commercially reasonable period to be mutually agreed upon in good faith by TWC and Comcast to allow for transition of existing services or establishment of replacement services (with respect to the Specified Systems, until the Transition Closing, and, if requested, a commercially reasonable period thereafter)clause 6.11. (c) The recipient of any services referred to in Section 6.8(a) or (b) shall promptly reimburse the provider thereof for the actual out-of-pocket cost to such provider and its Affiliates of providing such services, and all other terms and conditions for the provision of such services shall be reasonably satisfactory to both Comcast and TWC, and subject to applicable Legal Requirements. (d) If this Agreement is terminated in accordance with Section 9.1, at a closing (the "Transition Closing") to be held as soon as reasonably practicable after such termination, subject to the receipt of the consents and approvals referred to in the last sentence of this Section 6.8(d), each of Comcast and TW NY shall, and shall cause their respective Affiliates to (i) assign, transfer, convey and deliver the Adelphia Assets received by it (and them) at the Adelphia Closing that comprise the Specified Systems (as defined below) (and all Adelphia Assets primarily related thereto) to a Disregarded Entity, (ii) cause such Disregarded Entity to assume and agree to pay and discharge, as and when they come due, all Adelphia Assumed Liabilities primarily related to such Adelphia Assets and (iii) sell to TW NY and Comcast respectively, and each of TWC and Comcast will purchase from Comcast and TWC (or their respective Affiliates),

Transitional Services. 12.1 The Seller and the Purchaser will use reasonable best efforts and cooperate and act in good faith to mutually agree on any necessary or appropriate transitional services to be provided to the Company Group Members by the Parent and its Affiliates after the Initial Completion Date and to negotiate in good faith and agree, prior to the Initial Completion Date and on arm’s-length terms, such transitional services agreement or agreements as may be necessary to allow the Company Group Members to receive such services from the Parent and its Affiliates after the Initial Completion Date on the following terms, together with such other terms as may be agreed upon by the Seller and the Purchaser: (a) Each the scope of Comcast services shall, save as may otherwise be agreed, be in all material respects the same as those provided as at the Signing Date, and TWC shall be provided using reasonable skill and care and to a standard no less than that to which those services were provided in the twelve months prior to the Signing Date; (b) the services shall be provided for such time as required by the Company Group Member to enable that recipient reasonably to migrate to another provider; (c) the Seller and the Purchaser shall cooperate with a view to procuring all third party, governmental and regulatory consents, authorizations and approvals necessary for the services to be provided in accordance with Law; and (d) subject to any change to the services agreed between the Seller and the Purchaser and to any reasonably and proportionate pass-through of any increases in the costs of third parties used to provide the services, the charging basis for such services shall in all material respects be the same as the charging basis for those services in twelve months prior to the Signing Date. 12.2 Until Seller and Purchaser enter into a transitional services agreement or agreements, each of Seller and Purchaser shall procure that all services (including information technology services) provided by the Retained Group to the Company Group during the 12 months immediately preceding Initial Completion shall continue to be provided to the Company Group, after Initial Completion on the same terms (including as to scope, standard and pricing) as such services were provided to the Company Group at the Signing Date. 12.3 Where a Related Party Contract gives any member of the Retained Group the right to terminate or vary in any way that agreement as a result of the entering into or performance of any of the Transaction Agreements or the transactions contemplated by this Agreement, the Parent and Seller shall procure that such member does not exercise such right except as set forth in Schedule 12.3 of the Disclosure Letter. 12.4 Parent and Seller shall provide, or cause and shall procure that each member of the Retained Group provides, Purchaser, its Affiliates and their professional advisers with such access to providetheir premises, systems, personnel and records (including information and data relating to the performance and costing of services, and the achievement of service levels) as Purchaser may reasonably require in order to understand and assess the terms of any Related Party Contract. 12.5 At the Purchaser’s request, the Seller and Purchaser shall act in good faith to negotiate and agree (with effect from the Initial Completion Date) such amendments to any Related Party Contract (other than the servicing agreements for Castle 2003-1 Trust and its AffiliatesCastle 2003-2 Trust, upon written request received by Comcast or TWC, as applicable, such signal supply, subscriber billing, high speed data, telephony the Litigation Agreement and such any other non-management services Transaction Agreement) as may be reasonably requested in connection with required by the operation Purchaser. 12.6 For the avoidance of doubt, the servicing agreements for Castle 2003-1 Trust and Castle 2003-2 Trust shall not terminate as a consequence of the Native Systems, Initial Completion or the Adelphia Systems and any other assets or properties acquired from Adelphia pursuant to the Adelphia Agreements, as applicable, for a commercially reasonable period following the Closing to be mutually agreed upon in good faith by Comcast and TWC to allow for transition of existing services or establishment of replacement services. (b) Without limitation of Section 6.8(a)Subsequent Completion, if the Closing does not occur on the date of the Adelphia Closing, each of Comcast and TWC shall provide, or cause its Affiliates to provide, to the other and its Affiliates, signal supply, subscriber billing, high speed data, telephony and such other non-management services as may be reasonably requested in connection with any assets or properties acquired from Adelphia pursuant to the Comcast/Adelphia Purchase Agreement or the TWC/Adelphia Purchase Agreement, as the case may be. The services referred to in this Section 6.8(b) shall be provided from the Adelphia Closing until the Closing or, if this Agreement is terminated in accordance with its terms, for a commercially reasonable period to be mutually agreed upon in good faith by TWC and Comcast to allow for transition of existing services or establishment of replacement services (with respect to the Specified Systems, until the Transition Closing, and, if requested, a commercially reasonable period thereafter)applicable. (c) The recipient of any services referred to in Section 6.8(a) or (b) shall promptly reimburse the provider thereof for the actual out-of-pocket cost to such provider and its Affiliates of providing such services, and all other terms and conditions for the provision of such services shall be reasonably satisfactory to both Comcast and TWC, and subject to applicable Legal Requirements. (d) If this Agreement is terminated in accordance with Section 9.1, at a closing (the "Transition Closing") to be held as soon as reasonably practicable after such termination, subject to the receipt of the consents and approvals referred to in the last sentence of this Section 6.8(d), each of Comcast and TW NY shall, and shall cause their respective Affiliates to (i) assign, transfer, convey and deliver the Adelphia Assets received by it (and them) at the Adelphia Closing that comprise the Specified Systems (as defined below) (and all Adelphia Assets primarily related thereto) to a Disregarded Entity, (ii) cause such Disregarded Entity to assume and agree to pay and discharge, as and when they come due, all Adelphia Assumed Liabilities primarily related to such Adelphia Assets and (iii) sell to TW NY and Comcast respectively, and each of TWC and Comcast will purchase from Comcast and TWC (or their respective Affiliates),

Transitional Services. (a) Each of Comcast and TWC shall provide, or cause its Affiliates to provide, to the other and its Affiliates, upon written request received by Comcast or TWC, as applicable, such signal supply, subscriber billing, high speed data, telephony and such other non-management services as may be reasonably requested in connection with the operation of the Native Systems, the Adelphia Systems and any other assets or properties acquired from Adelphia pursuant to the Adelphia Agreements, as applicable, for a commercially reasonable period following the Closing to be mutually agreed upon in good faith by Comcast and TWC to allow for transition of existing services or establishment of replacement services. (b) Without limitation of Section 6.8(a), if the Closing does not occur on the date of the Adelphia Closing, each of Comcast and TWC shall provide, or cause its Affiliates to provide, to the other and its Affiliates, signal supply, subscriber billing, high speed data, telephony and such other non-management services as may be reasonably requested in connection with any assets or properties acquired from Adelphia pursuant to the Comcast/Adelphia Purchase Agreement or the TWC/Adelphia Purchase Agreement, as the case may be. The services referred to in this Section 6.8(b) shall be provided from the Adelphia Closing until the Closing or, if this Agreement is terminated in accordance with its terms, for a commercially reasonable period to be mutually agreed upon in good faith by TWC and Comcast to allow for transition of existing services or establishment of replacement services (with respect to the Specified Systems, until the Transition Closing, and, if requested, a commercially reasonable period thereafter). (c) The [The]Except as otherwise agreed in writing, the recipient of any services referred to in Section 6.8(a) or (b) shall promptly reimburse the provider thereof for the actual out-of-pocket cost to such provider and its Affiliates of providing such services, and all other terms and conditions for the provision of such services shall be reasonably satisfactory to both Comcast and TWC, and subject to applicable Legal Requirements. (d) If this Agreement is terminated in accordance with Section 9.1, at a closing (the "“Transition Closing"”) to be held as soon as reasonably practicable after such termination, subject to the receipt of the consents and approvals referred to in the last sentence of this Section 6.8(d), each of Comcast and TW NY shall, and shall cause their respective Affiliates to (i) assign, transfer, convey and deliver the Adelphia Assets received by it (and them) at the Adelphia Closing that comprise the Specified Systems (as defined below) (and all Adelphia Assets primarily related thereto) to a Disregarded Entity, (ii) cause such Disregarded Entity to assume and agree to pay and discharge, as and when they come due, all Adelphia Assumed Liabilities primarily related to such Adelphia Assets and (iii) sell to TW NY and Comcast respectively, and each of TWC and Comcast will purchase from Comcast and TWC (or their respective Affiliates),practicable