Common use of Vendor Agreements Clause in Contracts

Vendor Agreements. The Parties anticipate that SHMC will be relying upon its and its Affiliates existing agreements with third parties (including the Shared Agreements) to provide certain of the Services described herein (“Vendor Agreements”) and that the Parties have assumed that SHMC’s and/or its Affiliates’ Vendor under each Vendor Agreement will permit SHMC and/or its Affiliates to procure goods, services and/or license software, as applicable under such Vendor Agreement, on behalf of LE, at no additional cost, as if LE were an affiliate of SHMC and/or its Affiliates under such Vendor Agreement, and will permit LE to procure such goods, services and/or licensed software directly from the Vendor, in the case of Shared Agreements. If: (a) SHMC’s or its Affiliates’ costs, fees, or expenses increase under the terms of such Vendor Agreements, or (b) the Vendor demands or is entitled to additional costs, fees, or expenses now or in the future, as a result of LE receiving benefits under such Agreement, then, in addition to all other amounts due hereunder, LE shall be liable for its proportionate share of all increased amounts under subsection (a) and all of the increased amounts under subsection (b), in each case as such amounts are determined by SHMC in Good Faith. SHMC will notify LE once it learns of any increased amounts due under the immediately foregoing sentence, and will work with the Vendor to try to mitigate such cost increase. To the extent any such Vendor Agreement includes early termination fees (or similar charges, “Termination Fees”), LE will be solely responsible for any such Termination Fees SHMC or its Affiliates incur as a result of the Separation of LE and/or LE ceasing to use the Services under this Agreement.

Vendor Agreements. (a) The Parties anticipate that SHMC will be relying the Service Provider may rely upon its and its Affiliates Affiliates’ existing agreements with third parties (including the Shared Agreements) to provide certain of the Services described herein (each, a “Vendor AgreementsAgreement”) and that the Parties have assumed that SHMC’s and/or its Affiliates’ Vendor under each Vendor Agreement will permit SHMC and/or its Affiliates to procure goods, services and/or license software, as applicable under such Vendor Agreement, on behalf of LE, at no additional cost, as if LE were an affiliate of SHMC and/or its Affiliates under such Vendor Agreement, and will permit LE to procure such goods, services and/or licensed software directly from the Vendor, in the case of Shared Agreements). If: If (a) SHMCthe Service Provider’s or its Affiliates’ costs, fees, fees or expenses increase under the terms of such a Vendor Agreements, Agreement or (b) the Vendor demands or is entitled to additional costs, fees, fees or expenses now or in the future, as a result then, in each case, arising from the use or provision of LE receiving benefits under such all or any portion of the Services pursuant to this Agreement, then, in addition to all other amounts due hereunder, LE Recipient shall be liable for its proportionate share the portion of all associated documented increased or additional amounts under subsection (a) and all this Section 2.04 to the extent that such costs, fees or expenses are incurred in the performance of the increased amounts under subsection (b)Services, in each case as such amounts are determined by SHMC the Service Provider in Good Faithgood faith. SHMC will All costs, fees and expenses arising under a Vendor Agreement, including any such additional costs, fees or expenses, shall be deemed “Expenses,” without duplication of the Fees. The Service Provider shall notify LE once Recipient promptly after it learns of any increased amounts due under this Section 2.04(a). In addition, at Recipient’s request and sole cost and expense, the immediately foregoing sentenceService Provider will use commercially reasonable efforts to replace any such Vendor that has increased its fees with another third party provider that provides the applicable Service(s) at a lower fee and comparable level of service; provided, and will work with however, that Service Provider shall not be required to replace any Vendor if such replacement would negatively impact the Vendor to try to mitigate such cost increaseService Provider’s business in any way. To the extent any such Vendor Agreement includes early termination fees (or similar charges, charges (the “Vendor Termination Fees”), LE will Recipient shall be solely responsible for any such Vendor Termination Fees SHMC that the Service Provider or its Affiliates incur as a result of the Separation of LE transaction contemplated under this Agreement and/or LE Recipient and/or its Affiliates ceasing to use the Services under this Agreement.