Common use of Additional Services and Service Adjustments Clause in Contracts

Additional Services and Service Adjustments. (a) If, within ninety (90) days after the Distribution Date, either Party (i) identifies a service that (x) the HPI Group provided to the Enterprise Group prior to the Distribution Date that Enterprise reasonably needs in order for the Enterprise Business to continue to operate in substantially the same manner in which the Enterprise Business operated prior to the Distribution Date, and such service was not included on Schedule A (other than because the Parties agreed in writing that such service shall not be provided), or (y) the Enterprise Group provided to the HPI Group prior to the Distribution Date that HP reasonably needs in order for the HPI Business to continue to operate in substantially the same manner in which the HPI Business operated prior to the Distribution Date, and such service was not included on Schedule B (other than because the Parties agreed in writing that such service shall not be provided), and (ii) provides a written change request (in the form agreed by the Parties) to the other Party requesting such additional services within ninety (90) days after the Distribution Date, then such other Party shall negotiate in good faith to provide such requested additional services (such requested additional services, the “Additional Services”); provided, however, that neither Party shall be obligated to provide any Additional Service (x) if it does not, in its reasonable judgment, have adequate resources to provide such Additional Service, (y) if the provision of such Additional Service would significantly disrupt the operation of its businesses or (z) if the Parties are unable to reach agreement on the terms thereof (including with respect to Service Charges therefor). If the Parties agree to any such Additional Service, then the Parties shall document such terms in a Service Schedule to be incorporated in Schedule A or Schedule B, as applicable. The Service Schedule shall describe in reasonable detail the nature, scope, service period(s), and other terms applicable to such Additional Services. Each such Service Schedule, as agreed to in writing by the Parties, shall be deemed part of this Agreement as of the date of such agreement and the Additional Services set forth therein shall be deemed “Services” provided under this Agreement, in each case subject to the terms and conditions of this Agreement. (b) After the Distribution Date, if a Provider or Recipient desires to adjust any Services or change the manner in which Services are provided (such adjustments and changes, “Service Adjustments”), then such Provider or Recipient, as applicable, will provide a written change request (in the form agreed by the Parties) to the other Party, and the Parties shall negotiate in good faith to make such Service Adjustments, provided that, if a Service Adjustment requested by a Recipient (i) is an increase, relative to historical levels prior to the Distribution Date, to the volume, amount, level or frequency, as applicable, of any Service provided by a Provider, or is an increase to the volumes specified in the applicable Service Schedule, and (ii) such increase is reasonably determined by the Recipient as necessary for the Recipient to operate its businesses (such increases, “Service Increases”), then such Provider shall negotiate in good faith to provide such Service Increase; provided, however, that the Provider shall not be obligated to provide any Service Increase if the Provider and Recipient are unable to reach agreement on the terms thereof (including with respect to Service Charges therefor); provided, further, that notwithstanding the foregoing, if such higher volume or quantity results from fluctuations occurring in the ordinary course of business of the Recipient, the Provider shall use commercially reasonable efforts to provide such requested higher volume or quantity. If the Parties agree to any Service Adjustment, then the Parties shall document such terms in an amendment to the applicable Service Schedule. Each amended Service Schedule, as agreed to in writing by the Parties, shall be deemed part of this Agreement as of the date of such agreement and the Service Adjustments set forth therein shall be deemed “Services” provided under this Agreement, in each case subject to the terms and conditions of this Agreement.

Additional Services and Service Adjustments. (a) If, within ninety thirty (9030) days after the Distribution Date, either Party (i) identifies a service that (x) the HPI Autoliv Group provided to the Enterprise Group Veoneer Business prior to the Distribution Date that Enterprise Veoneer reasonably needs in order for the Enterprise Veoneer Business to continue to operate in substantially the same manner in which the Enterprise Veoneer Business operated prior to the Distribution Date, and such service was not included on Schedule A (other than because the Parties agreed in writing that such service shall not be provided), or (y) the Enterprise Veoneer Business or members of the Veoneer Group provided to the HPI Autoliv Group prior to the Distribution Date that HP Autoliv reasonably needs in order for the HPI Autoliv Business to continue to operate in substantially the same manner in which the HPI Autoliv Business operated prior to the Distribution Date, and such service was not included on Schedule B (other than because the Parties agreed in writing that such service shall not be provided), and (ii) provides a written change request (in the form agreed by the Parties) to the other Party requesting such additional services within ninety thirty (9030) days after the Distribution Date, then such other Party shall negotiate in good faith to provide such requested additional services (such requested additional services, the “Additional Services”); provided, however, that neither Party shall be obligated to provide any Additional Service (w) if such services could, in the judgment of either Party, impact the treatment of the Reorganization or the Distribution under the federal income tax laws, (x) if it does not, in its reasonable judgment, have adequate resources to provide such Additional Service, (y) if the provision of such Additional Service would significantly disrupt the operation of its businesses or (z) if the Parties are unable to reach agreement on the terms thereof (including with respect to Service Charges therefor). If the Parties agree to any such Additional Service, then the Parties shall document such terms in a Service Schedule to be incorporated in Schedule A or Schedule B, as applicable. The Service Schedule shall describe in reasonable detail the nature, scope, service period(s), and other terms applicable to such Additional Services. Each such Service Schedule, as agreed to in writing by the Parties, shall be deemed part of this Agreement as of the date of such agreement and the Additional Services set forth therein shall be deemed “Services” provided under this Agreement, in each case subject to the terms and conditions of this Agreement. (b) After the Distribution Date, if a Provider or Recipient desires to adjust any Services or change the manner in which Services are provided (such adjustments and changes, “Service Adjustments”), then such Provider or Recipient, as applicable, will provide a written change request (in the form agreed by the Parties) to the other Party, and the Parties shall negotiate in good faith to make such Service Adjustments, provided that, if a Service Adjustment requested by a Recipient (i) is an increase, relative to historical levels prior to the Distribution Date, to the volume, amount, level or frequency, as applicable, of any Service provided by a Provider, or is an increase to the volumes specified in the applicable Service Schedule, and (ii) such increase is reasonably determined by the Recipient as necessary for the Recipient to operate its businesses (such increases, “Service Increases”), then such Provider shall negotiate in good faith to provide such Service Increase; provided, however, that the Provider shall not be obligated to provide any Service Increase if the Provider and the Recipient are unable to reach agreement on the terms thereof (including with respect to Service Charges therefor)) or if such services could, in the judgment of either Party, impact the treatment of the Reorganization or the Distribution under the federal income tax laws; provided, further, that notwithstanding the foregoing, if such higher volume or quantity results from fluctuations occurring in the ordinary course of business of the Recipient, the Provider shall use commercially reasonable efforts to provide such requested higher volume or quantity. If the Parties agree to any Service Adjustment, then the Parties shall document such terms in an amendment to the applicable Service Schedule. Each amended Service Schedule, as agreed to in writing by the Parties, shall be deemed part of this Agreement as of the date of such agreement and the Service Adjustments set forth therein shall be deemed “Services” provided under this Agreement, in each case subject to the terms and conditions of this Agreement.

Additional Services and Service Adjustments. (a) If, within ninety sixty (9060) days after the Distribution Date, either Party (i) identifies a service that (x) the HPI Houston Group (1) provided to the Enterprise Xxxxxxx Group prior to the Distribution Date that Enterprise Xxxxxxx reasonably needs in order for the Enterprise Xxxxxxx Business to continue to operate in substantially the same manner in which the Enterprise Xxxxxxx Business operated prior to the Distribution Date, or (2) are not of the type described in clause (1) but that Xxxxxxx reasonably believes are necessary for Xxxxxxx to operate the Xxxxxxx Business as currently conducted, and such service was not included on Schedule A (other than because the Parties agreed in writing that such service shall not be provided), or (y) the Enterprise Xxxxxxx Group provided to the HPI Houston Group prior to the Distribution Date that HP Houston reasonably needs in order for the HPI Houston Business to continue to operate in substantially the same manner in which the HPI Houston Business operated prior to the Distribution Date, and such service was not included on Schedule B (other than because the Parties agreed in writing that such service shall not be provided), and (ii) provides a written change request (in the form agreed by the Parties) to the other Party requesting such additional services within ninety sixty (9060) days after the Distribution Date, then such other Party shall negotiate in good faith to provide such requested additional services (such requested additional services, the “Additional Services”); provided, however, that neither Party shall be obligated to provide any Additional Service (x) if it does not, in its reasonable judgment, have adequate resources to provide such Additional Service, (y) if the provision of such Additional Service would significantly disrupt the operation of its businesses or (z) if the Parties are unable to reach agreement on the terms thereof (including with respect to . The Service Charges therefor). If the Parties agree to associated with any such Additional Service, then Services will be determined in accordance with the terms set forth in Section 4.1(a). The Parties shall document such terms in a Service Schedule to be incorporated in Schedule A or Schedule B, as applicable. The Service Schedule shall describe in reasonable detail the nature, scope, service period(s), and other terms applicable to such Additional Services. Each such Service Schedule, as agreed to in writing by the Parties, Schedule shall be deemed part of this Agreement as of the date of such agreement and the Additional Services set forth therein shall be deemed “Services” provided under this Agreement, in each case subject to the terms and conditions of this Agreement. (b) After the Distribution Date, if a Provider or Recipient desires to adjust any Services or change the manner in which Services are provided (such adjustments and changeschanges other than the addition of Additional Services, “Service Adjustments”), then such Provider or Recipient, as applicable, will provide a written change request (in the form agreed by the Parties) to the other Party, and the Parties shall negotiate in good faith to make such Service Adjustments, provided that, if a Service Adjustment requested by a Recipient (i) is an increase, relative to historical levels prior to the Distribution Date, to the volume, amount, level or frequency, as applicable, of any Service provided by a Provider, or is an increase to the volumes specified in the applicable Service Schedule, and (ii) such increase is reasonably determined by the Recipient as necessary for the Recipient to operate its businesses (such increases, “Service Increases”), then such Provider shall negotiate in good faith to provide such Service Increase; provided, however, that the Provider shall not be obligated to provide any Service Increase if the Provider and Recipient are unable to reach agreement on the terms thereof (including with respect to Service Charges therefor); provided, further, that notwithstanding the foregoing, if such higher volume or quantity results from fluctuations occurring in the ordinary course of business of the Recipient, the Provider shall use commercially reasonable efforts to provide such requested higher volume or quantity. If the Parties agree to any Service Adjustment, then the Parties shall document such terms in an amendment to the applicable Service Schedule. Each amended Service Schedule, as agreed to in writing by the Parties, shall be deemed part of this Agreement as of the date of such agreement and the Service Adjustments set forth therein shall be deemed “Services” provided under this Agreement, in each case subject to the terms and conditions of this Agreement. (c) Notwithstanding Section 2.3(b), Provider shall be entitled to make changes from time to time in the manner in which it performs any of the Services; provided that (i) Provider has furnished Recipient notice (the same notice Provider provides its own business) thereof; (ii) Provider changes such practices and procedures for its own business units at the same time; and (iii) Provider gives Recipient a reasonable period of time for Recipient to (A) adapt its operations to accommodate such changes or (B) reject such changes. In the event Recipient fails to accept or reject a proposed change on or before a reasonable date specified in such notice of change, such failure shall be deemed to be an acceptance of such change. In the event Recipient rejects a proposed change but does not terminate this Agreement, Recipient agrees to pay any reasonable expenses resulting from Provider’s need to maintain different or multiple versions of the same system, procedures, technologies, or services or resulting from requirements of their third party vendors.

Additional Services and Service Adjustments. (a) If, within ninety (90) days after the Distribution Date, either Party (i) identifies a service that (xA) (1) the HPI Houston Group or Seattle Group provided to the Enterprise Seattle Group prior to the Distribution Date that Enterprise Seattle reasonably needs in order for the Enterprise Seattle Business to continue to operate in substantially the same manner in which the Enterprise Seattle Business operated prior to the Distribution Date, or (2) is not of the type described in clause (1) but that Seattle reasonably believes is necessary for Seattle to operate the Seattle Business in substantially the same manner in which the Seattle Business operated prior to the Distribution Date, and in each case, such service was not included on Schedule A (other than because the Parties specifically agreed in writing that such particular service shall not be providedprovided [, including all such services set forth on Schedule X]) (the services referenced in clause (A)(1), the “Omitted Houston Services” and in clause (A)(2), the “Additional Services”), or (yB) the Enterprise Seattle Group provided to the HPI Houston Group prior to the Distribution Date that HP Houston reasonably needs in order for the HPI Houston Business to continue to operate in substantially the same manner in which the HPI Houston Business operated prior to the Distribution Date, and such service was not included on Schedule B (other than because the Parties specifically agreed in writing that such particular service shall not be provided[, including all such services set forth on Schedule Y]) (together with the Omitted Houston Services, the “Omitted Services”), and (ii) provides a written change request (in the form agreed by the Parties) to the other Party requesting such additional services Omitted Service or Additional Service within ninety (90) days after the Distribution Date, then such other Party shall provide such requested Omitted Service or negotiate in good faith to provide such requested additional services (such requested additional servicesAdditional Service, the “Additional Services”)as applicable; provided, however, that neither Party shall be obligated to provide any Additional Service (x) if it does not, in its reasonable judgment, have adequate resources to provide such Additional Service, (y) if the provision of such Additional Service would significantly disrupt the operation of its businesses or (z) if the Parties are unable to reach agreement on the terms thereof (including with respect to . The Service Charges therefor). If the Parties agree to associated with any such Additional Service, then Services or Omitted Services will be determined in accordance with the terms set forth in Section 4.1(a). The Parties shall document such terms in a Service Schedule to be incorporated in Schedule A or Schedule B, as applicable. The Service Schedule shall describe in reasonable detail the nature, scope, service period(s), and other terms applicable to such Additional Services or Omitted Services. Each such Service Schedule, as agreed to in writing by the Parties, Schedule shall be deemed part of this Agreement as of the date of such agreement and the Additional Services or Omitted Services set forth therein shall be deemed “Services” provided under this Agreement, in each case subject to the terms and conditions of this Agreement. (b) After the Distribution Date, if a Provider or Recipient desires to adjust any Services or change the manner in which Services are provided (such adjustments and changeschanges other than the addition of Additional Services, “Service Adjustments”), then such Provider or Recipient, as applicable, will provide a written change request (in the form agreed by the Parties) to the other Party, and the Parties shall negotiate in good faith to make such Service Adjustments, provided that, if a Service Adjustment requested by a Recipient (i) is an increase, relative to historical levels prior to the Distribution Date, to the volume, amount, level or frequency, as applicable, of any Service provided by a Provider, or is an increase to the volumes specified in the applicable Service Schedule, and (ii) such increase is reasonably determined by the Recipient as necessary for the Recipient to operate its businesses (such increases, “Service Increases”), then such Provider shall negotiate in good faith to provide such Service Increase; provided, however, that the Provider shall not be obligated to provide any Service Increase Adjustment if the Provider and Recipient are unable to reach agreement on the terms thereof (including with respect to Service Charges therefor); provided, further, that notwithstanding the foregoing, if ) unless such higher volume or quantity results from fluctuations occurring Service Adjustment (i) is a decrease in the ordinary course volume, amount, level, or frequency, as applicable, of business of a Service provided to the Recipient, or (ii) is required by a change in any Law applicable to the Provider shall use commercially reasonable efforts to provide such requested higher volume or quantityaffected Services. If the Parties agree to any Service Adjustment, then the Parties shall document such terms in an amendment to the applicable Service Schedule. Each amended Service Schedule, as agreed to in writing by the Parties, shall be deemed part of this Agreement as of the date of such agreement and the Service Adjustments set forth therein shall be deemed “Services” provided under this Agreement, in each case subject to the terms and conditions of this Agreement. (c) Notwithstanding Section 2.3(b), but subject to the terms and conditions of this Agreement, including Section 5.1, Provider shall be entitled to make changes from time to time in the manner in which it performs any of the Services; provided that (i) Provider has furnished Recipient advance written notice (the same notice Provider provides its own business) thereof; (ii) Provider changes such practices and procedures for its own business units at the same time; and (iii) Provider gives Recipient a reasonable period of time for Recipient to (A) adapt its operations to accommodate such changes or (B) reject such changes. In the event Recipient fails to accept or reject a proposed change on or before a reasonable date specified in such notice of change, such failure shall be deemed to be an acceptance of such change. In the event Recipient rejects a proposed change, it may (i) terminate any affected Services upon thirty (30) days’ notice to the Provider, with such termination effective as of the end of the calendar month in which such notice period ends, or (ii) if it does not terminate an affected Service, Recipient agrees to pay any reasonable expenses resulting from Provider’s need to maintain different or multiple versions of the same system, procedures, technologies, or services or resulting from requirements of their third-party vendors.

Additional Services and Service Adjustments. (a) If, within ninety (90) days after the Distribution Date, either Party (i) identifies a service that (xA)(1) the HPI Houston Group or Seattle Group provided to the Enterprise Seattle Group prior to the Distribution Date that Enterprise Seattle reasonably needs in order for the Enterprise Seattle Business to continue to operate in substantially the same manner in which the Enterprise Seattle Business operated prior to the Distribution Date, or (2) is not of the type described in clause (1) but that Seattle reasonably believes is necessary for Seattle to operate the Seattle Business in substantially the same manner in which the Seattle Business operated prior to the Distribution Date, and in each case, such service was not included on Schedule A (other than because the Parties specifically agreed in writing that such particular service shall not be provided) (the services referenced in clause (A)(1), the “Omitted Houston Services” and in clause (A)(2), the “Additional Services”), or (yB) the Enterprise Seattle Group provided to the HPI Houston Group prior to the Distribution Date that HP Houston reasonably needs in order for the HPI Houston Business to continue to operate in substantially the same manner in which the HPI Houston Business operated prior to the Distribution Date, and such service was not included on Schedule B (other than because the Parties specifically agreed in writing that such particular service shall not be provided) (together with the Omitted Houston Services, the “Omitted Services”), and (ii) provides a written change request (in the form agreed by the Parties) to the other Party requesting such additional services Omitted Service or Additional Service within ninety (90) days after the Distribution Date, then such other Party shall provide such requested Omitted Service or negotiate in good faith to provide such requested additional services (such requested additional servicesAdditional Service, the “Additional Services”)as applicable; provided, however, that neither Party shall be obligated to provide any Additional Service (x) if it does not, in its reasonable judgment, have adequate resources to provide such Additional Service, (y) if the provision of such Additional Service would significantly disrupt the operation of its businesses or (z) if the Parties are unable to reach agreement on the terms thereof (including with respect to . The Service Charges therefor). If the Parties agree to associated with any such Additional Service, then Services or Omitted Services will be determined in accordance with the terms set forth in Section 4.1(a). The Parties shall document such terms in a Service Schedule to be incorporated in Schedule A or Schedule B, as applicable. The Service Schedule shall describe in reasonable detail the nature, scope, service period(s), and other terms applicable to such Additional Services or Omitted Services. Each such Service Schedule, as agreed to in writing by the Parties, Schedule shall be deemed part of this Agreement as of the date of such agreement and the Additional Services or Omitted Services set forth therein shall be deemed “Services” provided under this Agreement, in each case subject to the terms and conditions of this Agreement. (b) After the Distribution Date, if a Provider or Recipient desires to adjust any Services or change the manner in which Services are provided (such adjustments and changeschanges other than the addition of Additional Services, “Service Adjustments”), then such Provider or Recipient, as applicable, will provide a written change request (in the form agreed by the Parties) to the other Party, and the Parties shall negotiate in good faith to make such Service Adjustments, provided that, if a Service Adjustment requested by a Recipient (i) is an increase, relative to historical levels prior to the Distribution Date, to the volume, amount, level or frequency, as applicable, of any Service provided by a Provider, or is an increase to the volumes specified in the applicable Service Schedule, and (ii) such increase is reasonably determined by the Recipient as necessary for the Recipient to operate its businesses (such increases, “Service Increases”), then such Provider shall negotiate in good faith to provide such Service Increase; provided, however, that the Provider shall not be obligated to provide any Service Increase Adjustment if the Provider and Recipient are unable to reach agreement on the terms thereof (including with respect to Service Charges therefor); provided, further, that notwithstanding the foregoing, if ) unless such higher volume or quantity results from fluctuations occurring Service Adjustment (i) is a decrease in the ordinary course volume, amount, level, or frequency, as applicable, of business of a Service provided to the Recipient, or (ii) is required by a change in any Law applicable to the Provider shall use commercially reasonable efforts to provide such requested higher volume or quantityaffected Services. If the Parties agree to any Service Adjustment, then the Parties shall document such terms in an amendment to the applicable Service Schedule. Each amended Service Schedule, as agreed to in writing by the Parties, shall be deemed part of this Agreement as of the date of such agreement and the Service Adjustments set forth therein shall be deemed “Services” provided under this Agreement, in each case subject to the terms and conditions of this Agreement. (c) Notwithstanding Section 2.3(b), but subject to the terms and conditions of this Agreement, including Section 5.1, Provider shall be entitled to make changes from time to time in the manner in which it performs any of the Services; provided that (i) Provider has furnished Recipient advance written notice (the same notice Provider provides its own business) thereof; (ii) Provider changes such practices and procedures for its own business units at the same time; and (iii) Provider gives Recipient a reasonable period of time for Recipient to adapt its operations to accommodate such changes or (B) reject such changes. In the event Recipient fails to accept or reject a proposed change on or before a reasonable date specified in such notice of change, such failure shall be deemed to be an acceptance of such change. In the event Recipient rejects a proposed change, it may (i) terminate any affected Services upon thirty (30) days’ notice to the Provider, with such termination effective as of the end of the calendar month in which such notice period ends, or (ii) if it does not terminate an affected Service, Recipient agrees to pay any reasonable expenses resulting from Provider’s need to maintain different or multiple versions of the same system, procedures, technologies, or services or resulting from requirements of their third-party vendors.