Additional Unspecified Services. (a) After the date of this Agreement, if HXXX or HBIO (i) identifies a service that (x) the HBIO Entities provided to the HXXX Business prior to the Distribution Date that HXXX reasonably needs in order for the HXXX Business to continue to operate in substantially the same manner in which the HXXX Business operated prior to the Distribution Date, and such service was not included on Schedule A (other than because the Parties agreed such service shall not be provided), or (y) the HXXX Entities provided to HBIO or its Affiliates prior to the Distribution Date that HBIO reasonably needs in order for the HBIO Business to continue to operate in substantially the same manner in which the HBIO Business operated prior to the Distribution Date, and such service was not included on Schedule B (other than because the Parties agreed such service shall not be provided), and (ii) provides written notice to the other Party within one hundred twenty (120) days following the Distribution Date requesting such additional services, then such other party shall use its commercially reasonable efforts to provide such requested additional services (such additional services, the “Additional Services”); provided, however, that no Party shall be obligated to provide any Additional Service if it does not, in its reasonable judgment, have adequate resources to provide such Additional Service or if the provision of such Additional Service would significantly disrupt the operation of its businesses. Notwithstanding the foregoing, the Provider shall promptly notify the Recipient if it deems itself unable to provide such Additional Service, and will use commercially reasonable efforts to cooperate with the Recipient to identify and engage a third party to provide comparable services to the Recipient, the payment for which will be negotiated directly between the Recipient and such third party. In connection with any request for Additional Services in accordance with this Section 2.03(a), the HBIO Services Manager and the HXXX Services Manager shall in good faith negotiate the terms of a supplemental Schedule, which terms shall be consistent with the terms of, and the pricing methodology used for, similar Services provided under this Agreement. The Parties shall agree to the applicable Service Charge and the supplemental Schedule shall describe in reasonable detail the nature, scope, service period(s), termination provisions and other terms applicable to such Additional Services. Each suppl...
Additional Unspecified Services. (a) After the Plan Effective Date, if Spinco (i) identifies a service that the GGP Entities provided to the Spinco Business prior to the Plan Effective Date that is reasonably necessary in order for the Spinco Business to continue to operate in substantially the same manner in which the Spinco Business operated prior to the Plan Effective Date and is otherwise material to operations of the Spinco Business, and such service was not included on the Schedules, and (ii) provides written notice to GGP within one hundred twenty (120) days following the Plan Effective Date requesting such additional service, then GGP shall, subject to the negotiation of mutually acceptable terms of the applicable Schedule (as described in the next sentence), provide such requested additional service provided that (i) the GGP Entities have adequate resources to provide such service, (ii) such service can be provided without unreasonable disruption to the GGP Entities’ businesses and (iii) the provision of such service will not violate (whether directly or by virtue of a cross-default) a material contract or agreement of a GGP Entity or result in a violation of applicable Law (such additional services, the “Additional Services”). In connection with any request for Additional Services in accordance with this Section 2.03(a), the GGP Service Manager and the Spinco Service Manager shall in good faith negotiate the terms of a supplemental Schedule, which terms shall be consistent with the terms of, and the pricing methodology used for, similar Services provided under this Agreement. The Parties shall agree to the applicable Service Charge and the supplemental Schedule shall describe in reasonable detail the nature, scope, service period(s), termination provisions and other terms applicable to such Additional Services. Each supplemental Schedule, as agreed to in writing by the Parties, shall be deemed part of this Agreement as of the date of such Schedule and the Additional Services set forth therein shall be deemed “Services” provided under this Agreement, in each case subject to the terms and conditions of this Agreement.
Additional Unspecified Services. (a) If, after the date hereof, GE or Xxxxx Xxxxxx identifies to the other in writing (a) a service, access to a general corporate system, use of facility or other assistance that (i) any of the GE Entities provided to the Business at any time during the six-month period immediately prior to the Effective Date that Xxxxx Xxxxxx reasonably and in good faith believes that a Xxxxx Xxxxxx Entity needs in order for the Business to continue to operate in substantially the same manner in which the Business operated during the six-month period immediately prior to the Effective Date (except in each case any Service, access to a general corporate system, use of facility or other assistance set forth on Schedule E), and such service, access to a general corporate system, use of facility or other assistance was not included in Schedule A or Schedule B (other than as a result of agreement by the Parties in writing prior to the date of the Agreement that such service, access to a general corporate system, use of facility or other assistance shall not be provided), or (ii) the Business provided to any of the GE Entities at any time during the six-month period immediately prior to the Effective Date that GE reasonably and in good faith believes it needs in order for such GE Entity to continue to operate in substantially the same manner in which such GE Entity operated during the six-month period immediately prior to the Effective Date (except in each case any Service, access to a general corporate system, use of facility or other assistance set forth on Schedule E), and such service, access to a general corporate system, use of facility or other assistance was not included in Schedule C or Schedule D (other than as a result of agreement by the Parties in writing prior to the date of the Agreement that such service, access to a general corporate system, use of facility or other assistance shall not be provided), or (b) an Affiliate following the Effective Date for which it requests Services pursuant to the terms of this Agreement, then, in each case, the Steering Committee shall discuss and negotiate in good faith for the Provider to provide (or cause to be provided) such requested service (each such additional service, access to a general corporate system, use of facility or other assistance, an “Additional Service”) consistent with the terms of this Agreement and at such cost and on such other terms as shall be mutually agreed by the Steering Committee utilizing similar ...
Additional Unspecified Services. (a) If SpinCo reasonably determines in good faith after the date hereof (but no later than the date that is two months after the Spin-off Date) that additional transition services (not listed on Annex B) of the type previously provided by members of the VSI Group to support and assist the SpinCo Business are necessary to support and assist SpinCo in the conduct of the SpinCo Business, and SpinCo or its Subsidiaries are not able to provide (themselves or through service providers) such services to the SpinCo Business, then SpinCo may provide written notice thereof to VSI. Upon receipt of such notice by VSI, VSI will use commercially reasonable efforts to provide such additional service during the Term, subject to agreement between the Parties regarding an amendment to Annex B setting forth the additional service (each such service an “Additional VSI Service”), the terms and conditions for the provision of such Additional VSI Service and the Fees payable by SpinCo for such Additional VSI Service, such Fees to be determined on an arm’s-length basis. For the avoidance of doubt, VSI will have no obligation to provide any Additional VSI Services to the extent doing so would negatively impact the business or operations or VSI or its Subsidiaries in any material respect.
Additional Unspecified Services. (a) After the date of this Agreement, if Cardinal Health or CareFusion (i) identifies a service that (x) the Cardinal Health Entities provided to the CareFusion Business prior to the Distribution Date that CareFusion reasonably needs in order for the CareFusion Business to continue to operate in substantially the same manner in which the CareFusion Business operated prior to the Distribution Date, and such service was not included on Schedule A or Schedule B (other than because the Parties agreed such service shall not be provided), or (y) the CareFusion Entities provided to Cardinal Health or its Affiliates prior to the Distribution Date that Cardinal Health reasonably needs in order for the Cardinal Health Business to continue to operate in substantially the same manner in which the Cardinal Health Business operated prior to the Distribution Date, and such service was not included on Schedule C or Schedule D (other than because the Parties agreed such service shall not be provided), and (ii) provides written notice to the other party within one hundred twenty (120) days following the Distribution Date requesting such additional services, then such other party shall provide such requested additional services (such additional services, the “Additional Services”). In connection with any request for Additional Services in accordance with this Section 2.03(a), the Cardinal Health Services Manager and the CareFusion Services Manager shall in good faith negotiate the terms of a supplemental Schedule, which terms shall be consistent with the terms of, and the pricing methodology used for, similar Services provided under this Agreement. The Parties shall agree to the applicable Service Charge and the supplemental Schedule shall describe in reasonable detail the nature, scope, service period(s), termination provisions and other terms applicable to such Additional Services. Each supplemental Schedule, as agreed to in writing by the Parties, shall be deemed part of this Agreement as of the date of such agreement and the Additional Services set forth therein shall be deemed “Services” provided under this Agreement, in each case subject to the terms and conditions of this Agreement.
Additional Unspecified Services. After the date hereof, if GE or the Acquiror identifies a service that (a) GE provided to the Business prior to the Closing Date that the Acquiror reasonably needs in order for the Business to continue to operate in substantially the same manner in which the Business operated prior to the Closing Date, and such service was not included in Schedule A or Schedule B (other than because the Parties agreed such services shall not be provided), or (b) the Business provided to GE prior to the Closing Date that GE reasonably needs in order for GE (or the relevant businesses within GE) to continue to operate in substantially the same manner in which GE (or the relevant business within GE) operated prior to the Closing Date, and such service was not included in Schedule C or Schedule D (other than because the Parties agreed such services shall not be provided), then, in each case, the Acquiror and GE shall negotiate in good faith to provide such requested services (such additional services, the “Additional Services”) on comparable terms as applied to other Services. In the event that the Parties reach an agreement with respect to providing such Additional Services, the Parties shall amend the appropriate Schedule in writing to include such Additional Services (including the incremental fees and termination date with respect to such services) and such Additional Services shall be deemed Services hereunder, and accordingly, the Party requested to provide such Additional Services shall provide such Additional Services, or cause such Additional Services to be provided, in a manner consistent with the terms and conditions of this Agreement.
