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 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. 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 Services or access to facilities, equipment or software not agreed upon in a Schedule attached hereto but provided to the Veralto Group during the one (1)-year period prior to the Distribution Date that Closing by a Parent Entity to an Acquiror Entity, or by an Acquiror Entity to a Parent Entity, can be requested in writing within one hundred eighty (180) calendar days of the Veralto Group reasonably needs in order for the Veralto Business Closing by a Party to continue to operate in substantially the same manner in which the Veralto Business operated prior this Agreement upon reasonable notice to the Distribution Dateother Party’s applicable service manager and Contract Manager in accordance with Section 7.03(a). Upon receipt of such notice, and such service was not included in Schedule 2.01-1 within a commercially reasonable period of time under the circumstances, (other than because the Parties agreed such services shall not be provided), or (bi) 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 Parent 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, provide or cause to be provided, provided to the Acquiror Entities such requested additional services (the “Company Additional Services”) and such access to such additional servicesfacilities, equipment and software (the “Company Additional Facilities”), and (ii) the Acquiror shall provide or cause to be provided to the Parent Entities such additional services (the “Parent Additional Services”, and collectively with the Company 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 softwaresoftware (the “Parent Additional Facilities”, and collectively with the Company Additional Facilities, the “Additional Facilities”). Unless specifically agreed , in each case on the terms and conditions (other than price) as were applicable to such services or access to such facilities, software and equipment prior to Closing, at the Agreed Price, for a term determined pursuant to Section 6.01 and with any applicable reasonable Set-Up Costs and any termination charges, determined pursuant to Section 6.02, which price, terms and charges shall be (x) proposed in writing to by the contrary, applicable Provider within five (5) Business Days of the Parties shall amend request from the appropriate Schedule in writing to include applicable Recipient for such Additional Services or access to Additional Facilities and (including y) agreed by the termination date with respect to such services, which, for clarity, shall be no later than Parties on or about the end of time 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 Provider begins to provide such Additional Services or access to Additional Facilities shall provide such Additional Services Facility; if the Parties fail to reach agreement on the amount of the Agreed Price, Initial Additional Service Term, Extended Additional Service Term or any applicable termination charges or Set-Up Costs, such issues shall be resolved in accordance with Section 7.09(a), but any such failure to reach agreement on the foregoing shall not delay the provision of the Additional Service or access to Additional Facilities. The applicable Schedule 2.01-1, Schedule 2.01-2, Schedule 2.02-1 or cause such Schedule 2.02-2 shall be deemed amended to include the Additional Services or and access to Additional Facilities to (along with the Agreed Price, Initial Additional Service Term, Extended Additional Service Term and termination charges, if any), which shall be provided, provided in accordance with the terms and conditions of this AgreementAgreement and the Additional Services shall be deemed to be Scheduled Services hereunder and the Additional Facilities shall be deemed to be Facilities hereunder.

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 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 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. 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.