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, Fortive or Ralliant (or the Fortive Transition Manager or Ralliant Transition Manager, as applicable) identifies a service that (a) the Fortive Group provided to the Ralliant Group during the one (1)-year period prior to the Distribution Date that the Ralliant Group reasonably needs in order for the Ralliant Business to continue to operate in substantially the same manner in which the Ralliant 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 Ralliant Group provided to the Fortive Group prior to the Distribution Date that the Fortive Group reasonably needs in order for the Fortive Group to continue to operate their businesses other than the Ralliant Business (the “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, Ralliant and 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, Fortive or Ralliant (or the Fortive Transition Manager or Ralliant Transition Manager, as applicable) identifies access to additional facilities, equipment or software that (x) the Fortive Group provided to the Ralliant Group during the one (1)-year period prior to the Distribution Date that the Ralliant Group reasonably needs in order for the Ralliant Business to continue to operate in substantially the same manner in which the Ralliant 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 Ralliant Group provided to the Fortive Group prior to the Distribution Date that the Fortive Group reasonably needs in order for the Fortive Business to continue to operate in substantially the same manner in which the 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, Ralliant and Fortive shall use commercially reasonable efforts to provide, or cause to be provided, 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, Fortive ▇▇▇▇▇▇▇ or Ralliant Veralto (or the Fortive ▇▇▇▇▇▇▇ Transition Manager or Ralliant Veralto Transition Manager, as applicable) identifies a service that (a) the Fortive ▇▇▇▇▇▇▇ Group provided to the Ralliant Veralto Group during the one (1)-year period prior to the Distribution Date that the Ralliant Veralto Group reasonably needs in order for the Ralliant Veralto Business to continue to operate in substantially the same manner in which the Ralliant 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 Ralliant Veralto Group provided to the Fortive ▇▇▇▇▇▇▇ Group prior to the Distribution Date that the Fortive ▇▇▇▇▇▇▇ Group reasonably needs in order for the Fortive ▇▇▇▇▇▇▇ Group to continue to operate their businesses other than the Ralliant Veralto Business (the “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, Ralliant Veralto and 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, Fortive ▇▇▇▇▇▇▇ or Ralliant (or the Fortive Transition Manager or Ralliant Transition Manager, as applicable) Veralto identifies access to additional facilities, equipment or software that (x) the Fortive ▇▇▇▇▇▇▇ Group provided to the Ralliant Veralto Group during the one (1)-year period prior to the Distribution Date that the Ralliant Veralto Group reasonably needs in order for the Ralliant Veralto Business to continue to operate in substantially the same manner in which the Ralliant 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 Ralliant Veralto Group provided to the Fortive Group ▇▇▇▇▇▇▇ or its Affiliates prior to the Distribution Date that the Fortive ▇▇▇▇▇▇▇ Group reasonably needs in order for the Fortive ▇▇▇▇▇▇▇ Business to continue to operate in substantially the same manner in which the 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, Ralliant Veralto and Fortive ▇▇▇▇▇▇▇ shall use commercially reasonable efforts to provide, or cause to be provided, 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, Fortive Cummins or Ralliant Filtration (or the Fortive Cummins Transition Manager or Ralliant Filtration Transition Manager, as applicable) identifies a service that (a) the Fortive Cummins Group provided to the Ralliant Filtration Group during the one (1)-year period prior to the Distribution Effective Date that the Ralliant Filtration Group reasonably needs in order for the Ralliant Filtration Business to continue to operate in substantially the same manner in which the Ralliant 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 Ralliant Filtration Group provided to the Fortive Cummins Group prior to the Distribution Effective Date that the Fortive Cummins Group reasonably needs in order for the Fortive Cummins Group to continue to operate their businesses other than the Ralliant Cummins Retained Business (the “Fortive 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 (i) such service is not an Excluded Service and (ii) 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, Ralliant Cummins and Fortive 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, Fortive Cummins or Ralliant (or the Fortive Transition Manager or Ralliant Transition Manager, as applicable) Filtration identifies access to additional facilities, equipment or software facilities that (x) the Fortive Cummins Group provided to the Ralliant Filtration Group during the one (1)-year period prior to the Distribution Effective Date that the Ralliant Filtration Group reasonably needs in order for the Ralliant Filtration Business to continue to operate in substantially the same manner in which the Ralliant 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 Ralliant Filtration Group provided to the Fortive Cummins Group prior to the Distribution Effective Date that the Fortive Cummins Group reasonably needs in order for the Fortive Cummins Retained Business to continue to operate in substantially the same manner in which the Fortive 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, Ralliant Cummins and Fortive 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, (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, Fortive ▇▇▇▇▇▇▇ or Ralliant Envista (or the Fortive ▇▇▇▇▇▇▇ Transition Manager or Ralliant Envista Transition Manager, as applicable) identifies a service that (a) the Fortive ▇▇▇▇▇▇▇ Group provided to the Ralliant Envista Group during the one (1)-year period prior to the Distribution Effective Date that the Ralliant Envista Group reasonably needs in order for the Ralliant Envista Business to continue to operate in substantially the same manner in which the Ralliant 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 Ralliant Envista Group provided to the Fortive ▇▇▇▇▇▇▇ Group prior to the Distribution Effective Date that the Fortive ▇▇▇▇▇▇▇ Group reasonably needs in order for the Fortive ▇▇▇▇▇▇▇ Group to continue to operate their businesses other than the Ralliant Envista Business (the “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, Ralliant Envista and 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, Fortive ▇▇▇▇▇▇▇ or Ralliant (or the Fortive Transition Manager or Ralliant Transition Manager, as applicable) Envista identifies access to additional facilities, equipment or software that (x) the Fortive ▇▇▇▇▇▇▇ Group provided to the Ralliant Envista Group during the one (1)-year period prior to the Distribution Effective Date that the Ralliant Envista Group reasonably needs in order for the Ralliant Envista Business to continue to operate in substantially the same manner in which the Ralliant 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 Ralliant Envista Group provided to the Fortive Group ▇▇▇▇▇▇▇ or its Affiliates prior to the Distribution Effective Date that the Fortive ▇▇▇▇▇▇▇ Group reasonably needs in order for the Fortive ▇▇▇▇▇▇▇ Business to continue to operate in substantially the same manner in which the 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, Ralliant Envista and Fortive ▇▇▇▇▇▇▇ shall use commercially reasonable efforts to provide, or cause to be provided, 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, Fortive or Ralliant Vontier (or the Fortive Transition Manager or Ralliant Vontier Transition Manager, as applicable) identifies a service that (a) the Fortive Group provided to the Ralliant Vontier Group during the one (1)-year period prior to the Distribution Date that the Ralliant Vontier Group reasonably needs in order for the Ralliant Vontier Business to continue to operate in substantially the same manner in which the Ralliant 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 Ralliant Vontier Group provided to the Fortive Group prior to the Distribution Date that the Fortive Group reasonably needs in order for the Fortive Group to continue to operate their businesses other than the Ralliant Vontier Business (the “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, Ralliant Vontier and 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, Fortive or Ralliant (or the Fortive Transition Manager or Ralliant Transition Manager, as applicable) Vontier identifies access to additional facilities, equipment or software that (x) the Fortive Group provided to the Ralliant Vontier Group during the one (1)-year period prior to the Distribution Date that the Ralliant Vontier Group reasonably needs in order for the Ralliant Vontier Business to continue to operate in substantially the same manner in which the Ralliant 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 Ralliant Vontier Group provided to the Fortive Group or its Affiliates prior to the Distribution Date that the Fortive Group reasonably needs in order for the Fortive Business to continue to operate in substantially the same manner in which the 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, Ralliant Vontier and Fortive shall use commercially reasonable efforts to provide, or cause to be provided, 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, ▇▇▇▇▇▇▇ or Fortive or Ralliant (or the Fortive ▇▇▇▇▇▇▇ Transition Manager or Ralliant Fortive Transition Manager, as applicable) identifies a service that (a) the Fortive ▇▇▇▇▇▇▇ Group provided to the Ralliant Fortive Group during the one (1)-year year period prior to the Distribution Effective Date that the Ralliant Fortive Group reasonably needs in order for the Ralliant Fortive Business to continue to operate in substantially the same manner in which the Ralliant 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 Ralliant Fortive Group provided to the Fortive ▇▇▇▇▇▇▇ Group prior to the Distribution Effective Date that the Fortive ▇▇▇▇▇▇▇ Group reasonably needs in order for the Fortive ▇▇▇▇▇▇▇ Group to continue to operate their businesses other than the Ralliant Fortive Business (the “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, Ralliant Fortive and 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, ▇▇▇▇▇▇▇ or Fortive or Ralliant (or the Fortive Transition Manager or Ralliant Transition Manager, as applicable) identifies access to additional facilities, equipment or software that (x) the Fortive ▇▇▇▇▇▇▇ Group provided to the Ralliant Fortive Group during the one (1)-year year period prior to the Distribution Effective Date that the Ralliant Fortive Group reasonably needs in order for the Ralliant Fortive Business to continue to operate in substantially the same manner in which the Ralliant 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 Ralliant Fortive Group provided to the Fortive Group ▇▇▇▇▇▇▇ or its Affiliates prior to the Distribution Effective Date that the Fortive ▇▇▇▇▇▇▇ Group reasonably needs in order for the Fortive ▇▇▇▇▇▇▇ Business to continue to operate in substantially the same manner in which the 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, Ralliant Fortive and Fortive ▇▇▇▇▇▇▇ shall use commercially reasonable efforts to provide, or cause to be provided, provide such requested access (such additional facilities, equipment and software, the “Additional Facilities”). ▇▇▇▇▇▇▇ and Fortive (or the ▇▇▇▇▇▇▇ Transition Manager and Fortive Transition Manager, as applicable) shall have ninety (90) days after the Effective Date to request in writing to the ▇▇▇▇▇▇▇ 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, Fortive or Ralliant Vontier (or the Fortive Transition Manager or Ralliant Vontier Transition Manager, as applicable) identifies a service that (a) the Fortive Group provided to the Ralliant Vontier Group during the one (1)-year period prior to the Distribution Effective Date that the Ralliant Vontier Group reasonably needs in order for the Ralliant Vontier Business to continue to operate in substantially the same manner in which the Ralliant 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 Ralliant Vontier Group provided to the Fortive Group prior to the Distribution Effective Date that the Fortive Group reasonably needs in order for the Fortive Group to continue to operate their businesses other than the Ralliant Vontier Business (the “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, Ralliant Vontier and 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, Fortive or Ralliant (or the Fortive Transition Manager or Ralliant Transition Manager, as applicable) Vontier identifies access to additional facilities, equipment or software that (x) the Fortive Group provided to the Ralliant Vontier Group during the one (1)-year period prior to the Distribution Effective Date that the Ralliant Vontier Group reasonably needs in order for the Ralliant Vontier Business to continue to operate in substantially the same manner in which the Ralliant 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 Ralliant Vontier Group provided to the Fortive Group or its Affiliates prior to the Distribution Effective Date that the Fortive Group reasonably needs in order for the Fortive Business to continue to operate in substantially the same manner in which the 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, Ralliant Vontier and Fortive shall use commercially reasonable efforts to provide, or cause to be provided, 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.