Common use of Additional Services and Access to Additional Facilities Clause in Contracts

Additional Services and Access to Additional Facilities. If, within four (4) months after the Distribution Date, Xxxxxxx or Veralto (or the Xxxxxxx Transition Manager or Veralto Transition Manager, as applicable) identifies a service that (a) the Xxxxxxx Group provided to the Veralto Group during the one (1)-year period prior to the Distribution Date that the Veralto Group reasonably needs in order for the Veralto Business to continue to operate in substantially the same manner in which the Veralto Business operated prior to the Distribution Date, and such service was not included in Schedule 2.01-1 (other than because the Parties agreed such services shall not be provided), or (b) the Veralto Group provided to the Xxxxxxx Group prior to the Distribution Date that the Xxxxxxx Group reasonably needs in order for the Xxxxxxx Group to continue to operate their businesses other than the Veralto Business (the “Xxxxxxx Business”) in substantially the same manner in which such businesses operated prior to the Distribution Date, and such service was not included in Schedule 2.01-2 (other than because the Parties agreed such services shall not be provided), and in each case the proposed Recipient of such service is unable to reasonably obtain such service from a Third Party, then, in each case, Veralto and Xxxxxxx shall use commercially reasonable efforts to provide, or cause to be provided, such requested services (such additional services, the “Additional Services”). If, within four (4) months after the Distribution Date, Xxxxxxx or Veralto identifies access to additional facilities, equipment or software that (x) the Xxxxxxx Group provided to the Veralto Group during the one (1)-year period prior to the Distribution Date that the Veralto Group reasonably needs in order for the Veralto Business to continue to operate in substantially the same manner in which the Veralto Business operated prior to the Distribution Date, and such access was not included in Schedule 2.02-1 (other than because the Parties agreed such access shall not be provided), or (y) the Veralto Group provided to Xxxxxxx or its Affiliates prior to the Distribution Date that the Xxxxxxx Group reasonably needs in order for the Xxxxxxx Business to continue to operate in substantially the same manner in which the Xxxxxxx Business operated prior to the Distribution Date, and such access was not included in Schedule 2.02-2 (other than because the Parties agreed such access shall not be provided), and in each case the proposed Recipient of such facilities, equipment or software is unable to reasonably obtain such service from a Third Party, then, in each case, Veralto and Xxxxxxx shall use commercially reasonable efforts to provide such requested access (such additional facilities, equipment and software, the “Additional Facilities”). Unless specifically agreed in writing to the contrary, the Parties shall amend the appropriate Schedule in writing to include such Additional Services or access to Additional Facilities (including the termination date with respect to such services, which, for clarity, shall be no later than the end of the Term) and such Additional Services or access to Additional Facilities shall be deemed Services or access to Facilities, respectively, hereunder, and accordingly, the Party requested to provide such Additional Services or access to Additional Facilities shall provide such Additional Services or access to Additional Facilities, or cause such Additional Services or access to Additional Facilities to be provided, in accordance with the terms and conditions of this Agreement.

Additional Services and Access to Additional Facilities. If, within four (4) months after the Distribution Date, Xxxxxxx Fortive or Veralto Vontier (or the Xxxxxxx Fortive Transition Manager or Veralto Vontier Transition Manager, as applicable) identifies a service that (a) the Xxxxxxx Fortive Group provided to the Veralto Vontier Group during the one (1)-year period prior to the Distribution Date that the Veralto Vontier Group reasonably needs in order for the Veralto Vontier Business to continue to operate in substantially the same manner in which the Veralto Vontier Business operated prior to the Distribution Date, and such service was not included in Schedule 2.01-1 (other than because the Parties agreed such services shall not be provided), or (b) the Veralto Vontier Group provided to the Xxxxxxx Fortive Group prior to the Distribution Date that the Xxxxxxx Fortive Group reasonably needs in order for the Xxxxxxx Fortive Group to continue to operate their businesses other than the Veralto Vontier Business (the “Xxxxxxx Fortive Business”) in substantially the same manner in which such businesses operated prior to the Distribution Date, and such service was not included in Schedule 2.01-2 (other than because the Parties agreed such services shall not be provided), and in each case (i) such service is not an Excluded Service and (ii) the proposed Recipient of such service is unable to reasonably obtain such service from a Third Party, then, in each case, Veralto Vontier and Xxxxxxx Fortive shall use commercially reasonable efforts to provide, or cause to be provided, such requested services (such additional services, the “Additional Services”). If, within four (4) months after the Distribution Date, Xxxxxxx Fortive or Veralto Vontier identifies access to additional facilities, equipment or software that (x) the Xxxxxxx Fortive Group provided to the Veralto Vontier Group during the one (1)-year period prior to the Distribution Date that the Veralto Vontier Group reasonably needs in order for the Veralto Vontier Business to continue to operate in substantially the same manner in which the Veralto Vontier Business operated prior to the Distribution Date, and such access was not included in Schedule 2.02-1 (other than because the Parties agreed such access shall not be provided), or (y) the Veralto Vontier Group provided to Xxxxxxx Fortive or its Affiliates prior to the Distribution Date that the Xxxxxxx Fortive Group reasonably needs in order for the Xxxxxxx Fortive Business to continue to operate in substantially the same manner in which the Xxxxxxx Fortive Business operated prior to the Distribution Date, and such access was not included in Schedule 2.02-2 (other than because the Parties agreed such access shall not be provided), and in each case the proposed Recipient of such facilities, equipment or software is unable to reasonably obtain such service from a Third Party, then, in each case, Veralto Vontier and Xxxxxxx Fortive shall use commercially reasonable efforts to provide such requested access (such additional facilities, equipment and software, the “Additional Facilities”). Unless specifically agreed in writing to the contrary, the Parties shall amend the appropriate Schedule in writing to include such Additional Services or access to Additional Facilities (including the termination date with respect to such services, which, for clarity, shall be no later than the end of the Term) and such Additional Services or access to Additional Facilities shall be deemed Services or access to Facilities, respectively, hereunder, and accordingly, the Party requested to provide such Additional Services or access to Additional Facilities shall provide such Additional Services or access to Additional Facilities, or cause such Additional Services or access to Additional Facilities to be provided, in accordance with the terms and conditions of this Agreement.

Additional Services and Access to Additional Facilities. If, within four (4) months after the Distribution Effective Date, Xxxxxxx Cummins or Veralto Filtration (or the Xxxxxxx Cummins Transition Manager or Veralto Filtration Transition Manager, as applicable) identifies a service that (a) the Xxxxxxx Cummins Group provided to the Veralto Filtration Group during the one (1)-year period prior to the Distribution Effective Date that the Veralto Filtration Group reasonably needs in order for the Veralto Filtration Business to continue to operate in substantially the same manner in which the Veralto Filtration Business operated prior to the Distribution Effective Date, and such service was not included in Schedule 2.012.1-1 (other than because the Parties agreed such services shall not be provided), or (b) the Veralto Filtration Group provided to the Xxxxxxx Cummins Group prior to the Distribution Effective Date that the Xxxxxxx Cummins Group reasonably needs in order for the Xxxxxxx Cummins Group to continue to operate their businesses other than the Veralto Cummins Retained Business (the “Xxxxxxx Business”) in substantially the same manner in which such businesses the Cummins Retained Business operated prior to the Distribution Effective Date, and such service was not included in Schedule 2.012.1-2 (other than because the Parties agreed such services shall not be provided), and and, in each case case, the proposed Recipient of such service is unable to reasonably obtain such service services from a Third Partythird party unaffiliated with the Cummins Group or the Filtration Group in a commercially reasonable amount of time, then, in each case, Veralto Cummins and Xxxxxxx Filtration shall use negotiate in good faith for a commercially reasonable efforts period, which period shall in any event end no later than six (6) months after the Effective Date unless otherwise agreed by the Parties, but neither Cummins nor Filtration, as a proposed Provider, shall in any event be obligated, to agree to provide, or cause to be provided, such requested services (such additional services, the “Additional Services”). If, within four (4) months after the Distribution Effective Date, Xxxxxxx Cummins or Veralto Filtration identifies access to additional facilities, equipment or software facilities that (x) the Xxxxxxx Cummins Group provided to the Veralto Filtration Group during the one (1)-year period prior to the Distribution Effective Date that the Veralto Filtration Group reasonably needs in order for the Veralto Filtration Business to continue to operate in substantially the same manner in which the Veralto Filtration Business operated prior to the Distribution Effective Date, and such access was not included in Schedule 2.022.1-1 (other than because the Parties agreed such access shall not be provided), or (y) the Veralto Filtration Group provided to Xxxxxxx or its Affiliates the Cummins Group prior to the Distribution Effective Date that the Xxxxxxx Cummins Group reasonably needs in order for the Xxxxxxx Cummins Retained Business to continue to operate in substantially the same manner in which the Xxxxxxx Cummins Retained Business operated prior to the Distribution Effective Date, and such access was not included in Schedule 2.022.1-2 (other than because the Parties agreed such access shall not be provided), and and, in each case case, the proposed Recipient of access to such facilities, equipment or software facilities is unable to reasonably obtain such service access to a commensurate facility from a Third Partythird party unaffiliated with the Cummins Group or the Filtration Group in a commercially reasonable amount of time, then, in each case, Veralto Cummins and Xxxxxxx Filtration shall use negotiate in good faith for a commercially reasonable efforts period, which period shall in any event end no later than six (6) months after the Effective Date unless otherwise agreed by the Parties, but neither Cummins nor Filtration, as a proposed Provider, shall in any event be obligated, to provide agree to provide, or cause to be provided, (unless prohibited by applicable Law) such requested access (such additional facilities, equipment and software, the “Additional Facilities”). Unless specifically expressly agreed in writing to the contrary, the Parties shall amend the appropriate Schedule in writing to include such Additional Services or access to Additional Facilities (including the termination date with respect to such servicesAdditional Services or access to such Additional Facilities, which, for clarity, shall be no later than the end of the Term) and such Additional Services or access to such Additional Facilities shall be deemed Services or access to Facilities, respectively, hereunder, and accordingly, the Party requested to provide such Additional Services or access to such Additional Facilities shall provide provide, or cause to be provided, such Additional Services or access to Additional Facilities, or cause such Additional Services or access to Additional Facilities to be provided, in accordance with the terms and conditions of set forth in this Agreement; provided that the Service Charge for such Additional Services or Additional Facilities shall be determined in accordance with Section 3.1(a).

Additional Services and Access to Additional Facilities. If, within four (4) months after the Distribution Effective Date, Xxxxxxx or Veralto Envista (or the Xxxxxxx Transition Manager or Veralto Envista Transition Manager, as applicable) identifies a service that (a) the Xxxxxxx Group provided to the Veralto Envista Group during the one (1)-year period prior to the Distribution Effective Date that the Veralto Envista Group reasonably needs in order for the Veralto Envista Business to continue to operate in substantially the same manner in which the Veralto Envista Business operated prior to the Distribution Effective Date, and such service was not included in Schedule 2.01-1 (other than because the Parties agreed such services shall not be provided), or (b) the Veralto Envista Group provided to the Xxxxxxx Group prior to the Distribution Effective Date that the Xxxxxxx Group reasonably needs in order for the Xxxxxxx Group to continue to operate their businesses other than the Veralto Envista Business (the “Xxxxxxx Business”) in substantially the same manner in which such businesses operated prior to the Distribution Effective Date, and such service was not included in Schedule 2.01-2 (other than because the Parties agreed such services shall not be provided), and in each case the proposed Recipient of such service is unable to reasonably obtain such service from a Third Party, then, in each case, Veralto Envista and Xxxxxxx shall use commercially reasonable efforts to provide, or cause to be provided, such requested services (such additional services, the “Additional Services”). If, within four (4) months after the Distribution Effective Date, Xxxxxxx or Veralto Envista identifies access to additional facilities, equipment or software that (x) the Xxxxxxx Group provided to the Veralto Envista Group during the one (1)-year period prior to the Distribution Effective Date that the Veralto Envista Group reasonably needs in order for the Veralto Envista Business to continue to operate in substantially the same manner in which the Veralto Envista Business operated prior to the Distribution Effective Date, and such access was not included in Schedule 2.02-1 (other than because the Parties agreed such access shall not be provided), or (y) the Veralto Envista Group provided to Xxxxxxx or its Affiliates prior to the Distribution Effective Date that the Xxxxxxx Group reasonably needs in order for the Xxxxxxx Business to continue to operate in substantially the same manner in which the Xxxxxxx Business operated prior to the Distribution Effective Date, and such access was not included in Schedule 2.02-2 (other than because the Parties agreed such access shall not be provided), and in each case the proposed Recipient of such facilities, equipment or software is unable to reasonably obtain such service from a Third Party, then, in each case, Veralto Envista and Xxxxxxx shall use commercially reasonable efforts to provide such requested access (such additional facilities, equipment and software, the “Additional Facilities”). Unless specifically agreed in writing to the contrary, the Parties shall amend the appropriate Schedule in writing to include such Additional Services or access to Additional Facilities (including the termination date with respect to such services, which, for clarity, shall be no later than the end of the Term) and such Additional Services or access to Additional Facilities shall be deemed Services or access to Facilities, respectively, hereunder, and accordingly, the Party requested to provide such Additional Services or access to Additional Facilities shall provide such Additional Services or access to Additional Facilities, or cause such Additional Services or access to Additional Facilities to be provided, in accordance with the terms and conditions of this Agreement.

Additional Services and Access to Additional Facilities. (a) If, within four ninety (490) months days after the Distribution Closing Date, Xxxxxxx or Veralto if later than ninety (90) days after the Closing Date, by the end of the first full financial quarter after the Closing Date, Everest or Newco (or the Xxxxxxx Everest Transition Manager or Veralto Newco Transition Manager, as applicable) identifies a service that (ai) the Xxxxxxx Everest Group (or a third Person on behalf of the Everest Group) provided to the Veralto Newco Group during the one (1)-year one-year period prior to the Distribution Closing Date that the Veralto Newco Group reasonably needs in order for the Veralto Newco Business to continue to operate in substantially the same manner in which the Veralto Business operated prior to the Distribution Dateoperate, and such service was not included in Schedule 2.01-1 (other than because the Parties agreed such services shall not be provided2.01(a), and that Everest or its controlled Affiliates are, and Newco and its Affiliates are not, in a reasonable position to provide or procure or (bii) the Veralto Newco Group (or a third Person on behalf of the Newco Group) provided to the Xxxxxxx Everest Group during the one-year period prior to the Distribution Closing Date that the Xxxxxxx Everest Group reasonably needs in order for the Xxxxxxx Everest Group to continue to operate their businesses other than the Veralto Business (the “Xxxxxxx Everest Retained Business”) in substantially the same manner in which such businesses operated prior to the Distribution Date, and such service was not included in Schedule 2.01-2 (other than because the Parties agreed such services shall not be provided2.01(b), and that Newco or its Affiliates (or such third Person) are, and Everest and its controlled Affiliates (or such third Person) are not, in each case the proposed Recipient of such service is unable a reasonable position to reasonably obtain such service from a Third Party, provide or procure then, in each case, Veralto and Xxxxxxx shall Newco or Everest (as applicable) shall, subject to Section 2.04(c), use commercially reasonable efforts to provide, or cause to be provided, such requested services (such additional services, the “Additional Services”). ; provided, however, that certain Services as specified and set forth in Schedule 2.01(a) or (b), as applicable, shall not be eligible to become an Additional Service unless otherwise agreed in writing by the Parties. (b) If, within four ninety (490) months days after the Distribution Closing Date, Xxxxxxx Everest or Veralto Newco identifies access to additional facilities, equipment or software systems that (xi) the Xxxxxxx Everest Group (or a third Person on behalf of the Everest Group) provided to the Veralto Newco Group during the one (1)-year year period prior to the Distribution Closing Date that the Veralto Newco Group reasonably needs in order for the Veralto Newco Business to continue to operate in substantially the same manner in which the Veralto Business operated prior to the Distribution Dateoperate, and such access was not included in Schedule 2.02-1 (other than because the Parties agreed such access shall not be provided2.02(a), and that Everest or its controlled Affiliates are, and Newco and its Affiliates are not, in a reasonable position to provide or procure or (yii) the Veralto Newco Group (or a third Person on behalf of the Newco Group) provided to Xxxxxxx or its Affiliates the Everest Group during the one-year period prior to the Distribution Closing Date that the Xxxxxxx Everest Group reasonably needs in order for the Xxxxxxx Everest Retained Business to continue to operate in substantially the same manner in which the Xxxxxxx Business operated prior to the Distribution Dateoperate, and such access was not included in Schedule 2.02-2 (other than because the Parties agreed such access shall not be provided2.02(b), and that Newco or its Affiliates (or such third Person) are, and Everest and its controlled Affiliates (or such third Person) are not, in each case the proposed Recipient of such facilities, equipment a reasonable position to provide or software is unable to reasonably obtain such service from a Third Party, procure then, in each case, Veralto Newco and Xxxxxxx shall Everest shall, subject to Section 2.04(c), use commercially reasonable efforts to provide such requested access (such additional facilities, equipment and softwaresystems, the “Additional Facilities”). Unless specifically ; provided, however, that certain facilities, equipment and systems as specified and set forth in Schedule 2.02(a) or (b), as applicable, shall not be eligible to become an Additional Facility unless otherwise agreed in writing to by the contrary, the Parties. (c) The Parties shall amend the appropriate Schedule in writing to include such Additional Services or access to Additional Facilities Facilities, including (including i) the termination date with respect to such servicesAdditional Services or access to Additional Facilities, which, for clarity, shall be no later than the end of the Termlast to expire Service Term (as contemplated on the date hereof) and (ii) the monthly fees for such Additional Services or access to Additional Facilities, which shall be determined by the Parties on a basis consistent with the methodology for determination of the Service Charges (including any predetermined increases) initially included in the Schedules (generally, cost plus 5%). Upon such amendment of the appropriate Schedule, such Additional Services or access to Additional Facilities shall be deemed Services or access to Facilities, respectively, hereunder, and accordingly, the Party requested to provide such Additional Services or access to Additional Facilities shall provide such Additional Services or access to Additional Facilities, or cause such Additional Services or access to Additional Facilities to be provided, in accordance with the terms and conditions of this Agreement.

Additional Services and Access to Additional Facilities. If, within four (4) months after the Distribution Effective Date, Xxxxxxx or Veralto Fortive (or the Xxxxxxx Transition Manager or Veralto Fortive Transition Manager, as applicable) identifies a service that (a) the Xxxxxxx Group provided to the Veralto Fortive Group during the one (1)-year year period prior to the Distribution Effective Date that the Veralto Fortive Group reasonably needs in order for the Veralto Fortive Business to continue to operate in substantially the same manner in which the Veralto Fortive Business operated prior to the Distribution Effective Date, and such service was not included in Schedule 2.01-1 (other than because the Parties agreed such services shall not be provided), or (b) the Veralto Fortive Group provided to the Xxxxxxx Group prior to the Distribution Effective Date that the Xxxxxxx Group reasonably needs in order for the Xxxxxxx Group to continue to operate their businesses other than the Veralto Fortive Business (the “Xxxxxxx Business”) in substantially the same manner in which such businesses operated prior to the Distribution Effective Date, and such service was not included in Schedule 2.01-2 (other than because the Parties agreed such services shall not be provided), and in each case the proposed Recipient of such service is unable to reasonably obtain such service from a Third Party, then, in each case, Veralto Fortive and Xxxxxxx shall use commercially reasonable efforts to provide, or cause to be provided, such requested services (such additional services, the “Additional Services”). If, within four (4) months after the Distribution Effective Date, Xxxxxxx or Veralto Fortive identifies access to additional facilities, equipment or software that (x) the Xxxxxxx Group provided to the Veralto Fortive Group during the one (1)-year year period prior to the Distribution Effective Date that the Veralto Fortive Group reasonably needs in order for the Veralto Fortive Business to continue to operate in substantially the same manner in which the Veralto Fortive Business operated prior to the Distribution Effective Date, and such access was not included in Schedule 2.02-1 (other than because the Parties agreed such access shall not be provided), or (y) the Veralto Fortive Group provided to Xxxxxxx or its Affiliates prior to the Distribution Effective Date that the Xxxxxxx Group reasonably needs in order for the Xxxxxxx Business to continue to operate in substantially the same manner in which the Xxxxxxx Business operated prior to the Distribution Effective Date, and such access was not included in Schedule 2.02-2 (other than because the Parties agreed such access shall not be provided), and in each case the proposed Recipient of such facilities, equipment or software is unable to reasonably obtain such service from a Third Party, then, in each case, Veralto Fortive and Xxxxxxx shall use commercially reasonable efforts to provide such requested access (such additional facilities, equipment and software, the “Additional Facilities”). Xxxxxxx and Fortive (or the Xxxxxxx Transition Manager and Fortive Transition Manager, as applicable) shall have ninety (90) days after the Effective Date to request in writing to the Xxxxxxx Transition Manager or Fortive Transition Manager, as applicable, Additional Services or access to such Additional Facilities. Unless specifically agreed in writing to the contrary, the Parties shall amend the appropriate Schedule in writing to include such Additional Services or access to Additional Facilities (including the termination date with respect to such services, which, for clarity, shall be no later than the end of the Term) and such Additional Services or access to Additional Facilities shall be deemed Services or access to Facilities, respectively, hereunder, and accordingly, the Party requested to provide such Additional Services or access to Additional Facilities shall provide such Additional Services or access to Additional Facilities, or cause such Additional Services or access to Additional Facilities to be provided, in accordance with the terms and conditions of this Agreement.

Additional Services and Access to Additional Facilities. If, within four (4) months after the Distribution Effective Date, Xxxxxxx Fortive or Veralto Vontier (or the Xxxxxxx Fortive Transition Manager or Veralto Vontier Transition Manager, as applicable) identifies a service that (a) the Xxxxxxx Fortive Group provided to the Veralto Vontier Group during the one (1)-year period prior to the Distribution Effective Date that the Veralto Vontier Group reasonably needs in order for the Veralto Vontier Business to continue to operate in substantially the same manner in which the Veralto Vontier Business operated prior to the Distribution Effective Date, and such service was not included in Schedule 2.01-1 (other than because the Parties agreed such services shall not be provided), or (b) the Veralto Vontier Group provided to the Xxxxxxx Fortive Group prior to the Distribution Effective Date that the Xxxxxxx Fortive Group reasonably needs in order for the Xxxxxxx Fortive Group to continue to operate their businesses other than the Veralto Vontier Business (the “Xxxxxxx Fortive Business”) in substantially the same manner in which such businesses operated prior to the Distribution Effective Date, and such service was not included in Schedule 2.01-2 (other than because the Parties agreed such services shall not be provided), and in each case (i) such service is not an Excluded Service and (ii) the proposed Recipient of such service is unable to reasonably obtain such service from a Third Party, then, in each case, Veralto Vontier and Xxxxxxx Fortive shall use commercially reasonable efforts to provide, or cause to be provided, such requested services (such additional services, the “Additional Services”). If, within four (4) months after the Distribution Effective Date, Xxxxxxx Fortive or Veralto Vontier identifies access to additional facilities, equipment or software that (x) the Xxxxxxx Fortive Group provided to the Veralto Vontier Group during the one (1)-year period prior to the Distribution Effective Date that the Veralto Vontier Group reasonably needs in order for the Veralto Vontier Business to continue to operate in substantially the same manner in which the Veralto Vontier Business operated prior to the Distribution Effective Date, and such access was not included in Schedule 2.02-1 (other than because the Parties agreed such access shall not be provided), or (y) the Veralto Vontier Group provided to Xxxxxxx Fortive or its Affiliates prior to the Distribution Effective Date that the Xxxxxxx Fortive Group reasonably needs in order for the Xxxxxxx Fortive Business to continue to operate in substantially the same manner in which the Xxxxxxx Fortive Business operated prior to the Distribution Effective Date, and such access was not included in Schedule 2.02-2 (other than because the Parties agreed such access shall not be provided), and in each case the proposed Recipient of such facilities, equipment or software is unable to reasonably obtain such service from a Third Party, then, in each case, Veralto Vontier and Xxxxxxx Fortive shall use commercially reasonable efforts to provide such requested access (such additional facilities, equipment and software, the “Additional Facilities”). Unless specifically agreed in writing to the contrary, the Parties shall amend the appropriate Schedule in writing to include such Additional Services or access to Additional Facilities (including the termination date with respect to such services, which, for clarity, shall be no later than the end of the Term) and such Additional Services or access to Additional Facilities shall be deemed Services or access to Facilities, respectively, hereunder, and accordingly, the Party requested to provide such Additional Services or access to Additional Facilities shall provide such Additional Services or access to Additional Facilities, or cause such Additional Services or access to Additional Facilities to be provided, in accordance with the terms and conditions of this Agreement.

Additional Services and Access to Additional Facilities. (a) If, within four (4) months after the Distribution Dateby September 30, Xxxxxxx 2020, Everest or Veralto Newco (or the Xxxxxxx Everest Transition Manager or Veralto Newco Transition Manager, as applicable) identifies a service that (ai) the Xxxxxxx Everest Group (or a third Person on behalf of the Everest Group) provided to the Veralto Newco Group during the one (1)-year one-year period prior to the Distribution Closing Date that the Veralto Newco Group reasonably needs in order for the Veralto Newco Business to continue to operate in substantially the same manner in which the Veralto Business operated prior to the Distribution Dateoperate, and such service was not included in Schedule 2.01-1 (other than because the Parties agreed such services shall not be provided2.01(a), and that Everest or its controlled Affiliates are, and Newco and its Affiliates are not, in a reasonable position to provide or procure or (bii) the Veralto Newco Group (or a third Person on behalf of the Newco Group) provided to the Xxxxxxx Everest Group during the one-year period prior to the Distribution Closing Date that the Xxxxxxx Everest Group reasonably needs in order for the Xxxxxxx Everest Group to continue to operate their businesses other than the Veralto Business (the “Xxxxxxx Everest Retained Business”) in substantially the same manner in which such businesses operated prior to the Distribution Date, and such service was not included in Schedule 2.01-2 (other than because the Parties agreed such services shall not be provided2.01(b), and that Newco or its Affiliates (or such third Person) are, and Everest and its controlled Affiliates (or such third Person) are not, in each case the proposed Recipient of such service is unable a reasonable position to reasonably obtain such service from a Third Party, provide or procure then, in each case, Veralto and Xxxxxxx shall Newco or Everest (as applicable) shall, subject to Section 2.04(c), use commercially reasonable efforts to provide, or cause to be provided, such requested services (such additional services, the “Additional Services”). ; provided, however, that certain Services as specified and set forth in Schedule 2.01(a) or (b), as applicable, shall not be eligible to become an Additional Service unless otherwise agreed in writing by the Parties. (b) If, within four ninety (490) months days after the Distribution Closing Date, Xxxxxxx Everest or Veralto Newco identifies access to additional facilities, equipment or software systems that (xi) the Xxxxxxx Everest Group (or a third Person on behalf of the Everest Group) provided to the Veralto Newco Group during the one (1)-year year period prior to the Distribution Closing Date that the Veralto Newco Group reasonably needs in order for the Veralto Newco Business to continue to operate in substantially the same manner in which the Veralto Business operated prior to the Distribution Dateoperate, and such access was not included in Schedule 2.02-1 (other than because the Parties agreed such access shall not be provided2.02(a), and that Everest or its controlled Affiliates are, and Newco and its Affiliates are not, in a reasonable position to provide or procure or (yii) the Veralto Newco Group (or a third Person on behalf of the Newco Group) provided to Xxxxxxx or its Affiliates the Everest Group during the one-year period prior to the Distribution Closing Date that the Xxxxxxx Everest Group reasonably needs in order for the Xxxxxxx Everest Retained Business to continue to operate in substantially the same manner in which the Xxxxxxx Business operated prior to the Distribution Dateoperate, and such access was not included in Schedule 2.02-2 (other than because the Parties agreed such access shall not be provided2.02(b), and that Newco or its Affiliates (or such third Person) are, and Everest and its controlled Affiliates (or such third Person) are not, in each case the proposed Recipient of such facilities, equipment a reasonable position to provide or software is unable to reasonably obtain such service from a Third Party, procure then, in each case, Veralto Newco and Xxxxxxx shall Everest shall, subject to Section 2.04(c), use commercially reasonable efforts to provide such requested access (such additional facilities, equipment and softwaresystems, the “Additional Facilities”). Unless specifically ; provided, however, that certain facilities, equipment and systems as specified and set forth in Schedule 2.02(a) or (b), as applicable, shall not be eligible to become an Additional Facility unless otherwise agreed in writing to by the contrary, the Parties. (c) The Parties shall amend the appropriate Schedule in writing to include such Additional Services or access to Additional Facilities Facilities, including (including i) the termination date with respect to such servicesAdditional Services or access to Additional Facilities, which, for clarity, shall be no later than the end of the Termlast to expire Service Term (as contemplated on the date hereof) and (ii) the monthly fees for such Additional Services or access to Additional Facilities, which shall be determined by the Parties on a basis consistent with the methodology for determination of the Service Charges (including any predetermined increases) initially included in the Schedules (generally, cost plus 5%). Upon such amendment of the appropriate Schedule, such Additional Services or access to Additional Facilities shall be deemed Services or access to Facilities, respectively, hereunder, and accordingly, the Party requested to provide such Additional Services or access to Additional Facilities shall provide such Additional Services or access to Additional Facilities, or cause such Additional Services or access to Additional Facilities to be provided, in accordance with the terms and conditions of this Agreement.