Common use of Additional Services Clause in Contracts

Additional Services. (a) From time to time during the term, the Receiving Party may request that the Service Provider (i) provide additional services (including as to volume, amount, level or frequency, as applicable) or different services which the Service Provider is not obligated to provide under this Services Agreement if such services are of the type and scope provided to the Receiving Party immediately prior to the Effective Date or (ii) to expand the scope of any Service (such additional or expanded services, the “Additional Services”). The Service Provider shall consider such request in good faith and shall use commercially reasonable efforts to provide such Additional Service; provided, that the Service Provider shall not be obligated to provide any Additional Services if it does not, in its reasonable judgment, have adequate resources to provide such Additional Services or if the provision of such Additional Services would interfere with the operation of its business or the business of its Affiliates. If the Service Provider receives a request for Additional Services it shall notify the Receiving Party within fifteen (15) days of its receipt of the request as to whether it will or will not provide the Additional Services. (b) If the Service Provider agrees to provide Additional Services pursuant to Section 2.4(a), then a representative of each party shall in good faith negotiate the terms of a supplemental Schedule to this Services Agreement which will describe in detail the service, project scope, term, price and payment terms to be charged for the Additional Service. Once definitively agreed to in writing, the supplemental Schedule shall be deemed part of this Services Agreement as of such date and the Additional Services shall be deemed “Services” provided hereunder, in each case subject to the terms and conditions of this Services Agreement.

Additional Services. (a) From time to time during the termapplicable Service Period, the Receiving Party parties may request identify additional services that the Service Provider (i) will provide additional services (including as to volume, amount, level or frequency, as applicable) or different services which the Service Provider is not obligated to provide under this Services Agreement if such services are of the type and scope provided to the Receiving Party immediately prior to Recipient in accordance with the Effective Date or terms of this Agreement (ii) to expand the scope of any Service (such additional or expanded services, the “Additional Services” and, together with the Initial Services, the “Services”). The Service Provider shall consider such request in good faith and shall use commercially reasonable efforts If the parties agree to provide add any Additional Services, the parties will mutually create a Schedule or amend the existing Schedule for each such Additional Service setting forth the identities of the Provider and the Recipient, a description of such Service; , the term during which such Service will be provided, that the cost, if any, for such Service Provider shall not and any other provisions applicable thereto. In order to become a part of this Agreement, such amendment to the Schedule must be obligated to provide any Additional Services if it does not, in its reasonable judgment, have adequate resources to provide such Additional Services or if the provision of such Additional Services would interfere with the operation of its business or the business of its Affiliates. If the Service Provider receives executed by a request for Additional Services it shall notify the Receiving Party within fifteen (15) days of its receipt of the request as to whether it will or will not provide the Additional Services. (b) If the Service Provider agrees to provide Additional Services pursuant to Section 2.4(a), then a duly authorized representative of each party shall in good faith negotiate party, at which time such Additional Service will, together with the terms of Initial Services, be deemed to constitute a supplemental Schedule to this Services Agreement which will describe in detail the service, project scope, term, price and payment terms to be charged “Service” for the Additional Service. Once definitively agreed to in writing, the supplemental Schedule shall purposes hereof and will be deemed part of this Services Agreement as of such date and the Additional Services shall be deemed “Services” provided hereunder, in each case subject to the terms and conditions of this Agreement. The parties may, but will not be required to, agree on Additional Services during the applicable Service Period. Notwithstanding anything to the contrary in the foregoing or anywhere else in this Agreement, any service actually performed by the Provider upon written or oral request by the Recipient in connection with this Agreement will be deemed to constitute a “Service” for the purposes of Sections 3 and 5(b), but such “Service” will only be incorporated into this Agreement by an amendment as set forth in this Section 2(b) and Section 5(k). Notwithstanding the foregoing, neither party will have any obligation to agree to provide Additional Services.

Additional Services. (a) From time to time If, during the termterm of this Agreement, the Receiving Party may request Recipient reasonably determines that the Service Provider (i) provide additional services that are not set forth in Annex A and that are not Excluded Services (including as defined below) are necessary to volume, amount, level or frequency, conduct the Recipient’s business substantially as applicable) or different services which the Service Provider is not obligated to provide under this Services Agreement if such services are of the type and scope provided to the Receiving Party conducted immediately prior to the Effective Date Execution Date, and Recipient is not reasonably able to provide or procure, on commercially reasonable terms, such services (ii) to expand the scope of any Service (each such additional or expanded servicesservice, the an “Additional ServicesService”), then Recipient may, by written notice to Provider, request that Provider provide (or cause to be provided pursuant to Article VI) such Additional Service. The Service Provider shall consider Subject to applicable Law, upon receipt of such request in good faith by Provider, Provider will mutually discuss such request with Recipient, including duration, service levels, resource requirements and shall use commercially reasonable efforts additional associated fees, expenses and other costs and Provider will not unreasonably withhold, delay or condition its consent to provide providing such Additional Service; provided, however, that to the Service extent Provider shall not be obligated consents to so provide any Additional Services if it does notServices, in its reasonable judgment, have adequate resources Provider shall only be required to provide such Additional Services or if and to the provision of extent (i) such Additional Services would interfere with were provided as of immediately prior to the operation of its business Closing and (ii) Provider is able to provide, or the business of its Affiliates. If the Service Provider receives a request for cause to be provided, such Additional Services it without unreasonable difficulty and without violation of Law or any applicable contract, license, lease or other agreement. In no event shall notify the Receiving Party within fifteen Provider provide or be deemed to provide any services described in Annex C (15) days of its receipt of the request as to whether it will or will not provide the Additional “Excluded Services”). (b) If the With respect to any Additional Service Provider agrees to provide Additional Services pursuant to Section 2.4(a), then a representative of each party shall in good faith negotiate the terms of a supplemental Schedule to this Services Agreement which will describe in detail the service, project scope, term, price and payment terms that is to be charged for provided hereunder, the Parties shall execute amendments to Annex A or Annex B (as described below) (if applicable) that set forth, among other things, (i) the time period during which such Additional Service shall be provided, (ii) a description of such Additional Service in reasonable detail and (iii) any additional terms and conditions specific to such Additional Service. Once definitively agreed to in writingAt such time as any Additional Service is included on Annex A, the supplemental Schedule such Additional Service shall be deemed part considered a Service for purposes of this Services Agreement as of such date and the Additional Services shall be deemed “Services” provided hereunder, in each case subject to the terms and conditions of this Services Agreement.

Additional Services. (a) From time to time during the termterm applicable to any Service being provided by a Service Provider, the Receiving each Party may request that any of the Service Provider other Parties (i) to provide additional services (including as to volume, amount, level or frequency, as applicable) or different services which the Service Provider such other Party is not expressly obligated to provide under this Services Agreement if such services are of the type and scope provided to the Receiving by such providing Party immediately prior to the Effective Date within IAC during fiscal year 2008 or (ii) to expand the scope of any Service (such additional or expanded services, the “Additional Services”). The Service Provider Party receiving such request shall consider such request in good faith and shall use commercially reasonable efforts to provide such Additional Service; provided, that the Service Provider no Party shall not be obligated to provide any Additional Services if it does not, in its reasonable judgment, have adequate resources to provide such Additional Services or if the provision of such Additional Services would interfere with the operation of its business or business. The Party receiving the business of its Affiliates. If the Service Provider receives a request for Additional Services it shall notify the Receiving requesting Party within fifteen (15) days of its receipt of the request as to whether it will or will not provide the Additional Services. (b) If the Service Provider a Party agrees to provide Additional Services pursuant to Section 2.4(a3.03(a), then a representative of each party applicable Party shall in good faith negotiate the terms of a supplemental supplement to the Services Schedule to this Services Agreement which will describe in detail the service, project scope, term, schedule impact, price and payment terms to be charged for the Additional ServiceServices. Once definitively agreed to in writing, the supplemental supplement to the Services Schedule shall be deemed part of this Services Agreement as of such date and the Additional Services shall be deemed “Services” provided by such Service Provider to such Receiving Party hereunder, in each case subject to the terms and conditions of this Services Agreement.

Additional Services. (a) From time to time during the termapplicable Service Period, the Receiving Party parties may request identify additional services that the Service Provider (i) will provide additional services (including as to volume, amount, level or frequency, as applicable) or different services which the Service Provider is not obligated to provide under this Services Agreement if such services are of the type and scope provided to the Receiving Party immediately prior to Recipient in accordance with the Effective Date or terms of this Agreement (ii) to expand the scope of any Service (such additional or expanded services, the “Additional Services” and, together with the Initial Services, the “Services”). The Service Provider shall consider such request in good faith and shall use commercially reasonable efforts If the parties agree to provide add any Additional Services, the parties will mutually create a Schedule or amend an existing Schedule for each such Additional Service setting forth the identities of the Provider and the Recipient, a description of such Service; , the term during which such Service will be provided, that the cost, if any, for such Service Provider shall not and any other provisions applicable thereto. In order to become a part of this Agreement, such amendment to the applicable Schedule must be obligated to provide any Additional Services if it does not, in its reasonable judgment, have adequate resources to provide such Additional Services or if the provision of such Additional Services would interfere with the operation of its business or the business of its Affiliates. If the Service Provider receives executed by a request for Additional Services it shall notify the Receiving Party within fifteen (15) days of its receipt of the request as to whether it will or will not provide the Additional Services. (b) If the Service Provider agrees to provide Additional Services pursuant to Section 2.4(a), then a duly authorized representative of each party shall in good faith negotiate party, at which time such Additional Service will, together with the terms of Initial Services, be deemed to constitute a supplemental Schedule to this Services Agreement which will describe in detail the service, project scope, term, price and payment terms to be charged “Service” for the Additional Service. Once definitively agreed to in writing, the supplemental Schedule shall purposes hereof and will be deemed part of this Services Agreement as of such date and the Additional Services shall be deemed “Services” provided hereunder, in each case subject to the terms and conditions of this Agreement. The parties may, but will not be required to, agree on Additional Services during the applicable Service Period. Notwithstanding anything to the contrary in the foregoing or anywhere else in this Agreement, any service actually performed by the Provider upon written or oral request by the Recipient in connection with this Agreement will be deemed to constitute a “Service” for the purposes of Sections 3 and 5(b), but such “Service” will only be incorporated into this Agreement by an amendment as set forth in this Section 2(b) and Section 5(l). Notwithstanding the foregoing, neither party will have any obligation to agree to provide Additional Services.

Additional Services. (a) From time to time during the termapplicable Service Period, the Receiving Party parties may request identify additional services that the Service Provider (i) will provide additional services (including as to volume, amount, level or frequency, as applicable) or different services which the Service Provider is not obligated to provide under this Services Agreement if such services are of the type and scope provided to the Receiving Party immediately prior to Recipient in accordance with the Effective Date or terms of this Agreement (ii) to expand the scope of any Service (such additional or expanded services, the “Additional Services” and, together with the Initial Services, the “Services”). The Service Provider shall consider such request in good faith and shall use commercially reasonable efforts If the parties agree to provide add any Additional Services, the parties will mutually create a Schedule or amend the existing Schedule for each such Additional Service setting forth the identities of the Provider and the Recipient, a description of such Service; , the term during which such Service will be provided, that the cost, if any, for such Service Provider shall not and any other provisions applicable thereto. In order to become a part of this Agreement, such amendment to the Schedule must be obligated to provide any Additional Services if it does not, in its reasonable judgment, have adequate resources to provide such Additional Services or if the provision of such Additional Services would interfere with the operation of its business or the business of its Affiliates. If the Service Provider receives executed by a request for Additional Services it shall notify the Receiving Party within fifteen (15) days of its receipt of the request as to whether it will or will not provide the Additional Services. (b) If the Service Provider agrees to provide Additional Services pursuant to Section 2.4(a), then a duly authorized representative of each party shall in good faith negotiate party, at which time such Additional Service will, together with the terms of Initial Services, be deemed to constitute a supplemental Schedule to this Services Agreement which will describe in detail the service, project scope, term, price and payment terms to be charged “Service” for the Additional Service. Once definitively agreed to in writing, the supplemental Schedule shall purposes hereof and will be deemed part of this Services Agreement as of such date and the Additional Services shall be deemed “Services” provided hereunder, in each case subject to the terms and conditions of this Agreement. The parties may, but will not be required to, agree on Additional Services during the applicable Service Period. Notwithstanding anything to the contrary in the foregoing or anywhere else in this Agreement, any service actually performed by the Provider upon written or oral request by the Recipient in connection with this Agreement will be deemed to constitute a “Service” for the purposes of Article 3 and Section 5.2, but such “Service” will only be incorporated into this Agreement by an amendment as set forth in this Section 2.2 and Section 5.11. Notwithstanding the foregoing, neither party will have any obligation to agree to provide Additional Services.

Additional Services. (a) From time to time The Parties hereto acknowledge that the Transition Service Schedules might not identify all of the Services that, although not provided in connection with the Oncology Business during the termPrior Period, may be necessary or appropriate to effect the Receiving Party understanding set forth in this Agreement. 2seventy may request that the such additional Services from a Service Provider (i) provide additional services (including as to volumeeach, amount, level or frequency, as applicable) or different services which the Service Provider is not obligated to provide under this Services Agreement if such services are of the type and scope provided to the Receiving Party immediately prior extent included in the Services pursuant to the Effective Date or (ii) to expand the scope of any Service (such additional or expanded servicesthis Section 2.6, the an “Additional ServicesService”)) in writing during the Term. The A Service Provider shall consider any such request in good faith and shall use commercially reasonable efforts to provide such Additional Service; provided, that the Service Provider shall not be obligated to provide any Additional Services if it does not, in its reasonable judgment, have adequate resources to provide such Additional Services or if the provision of such Additional Services would interfere with the operation of its business or the business of its Affiliates. If the Service Provider receives a request for Additional Services it promptly and in good faith, except to the extent such request is for Omitted Services (in which case Section 2.5 shall notify the Receiving Party within fifteen (15govern) days of its receipt or for services intentionally not included by mutual agreement of the request Parties as to whether it part of the Services as of the Effective Date. In the event that the Parties agree that a Service Provider should provide any such Additional Service, the Parties shall execute a Transition Service Schedule that will or set forth, among other things, (a) the time period during which such Additional Service will not provide the Additional Services. be provided, (b) If a description of such Additional Service in reasonable detail, (c) primary points of contact for each of the Parties with respect to the Service, (d) any costs related to such Additional Service Provider agrees and agreed upon by the Parties, and (e) any additional terms and conditions specific to provide Additional Services pursuant to Section 2.4(a), then a representative of each party shall in good faith negotiate the terms of a supplemental Schedule to this Services Agreement which will describe in detail the service, project scope, term, price and payment terms to be charged for the such Additional Service. Once definitively agreed A Service Provider’s obligations with respect to providing any such Additional Service will become effective only upon mutual agreement of the Parties as reflected in writingsuch Transition Service Schedule. Notwithstanding the foregoing, the supplemental Schedule shall be deemed part time period for any such Additional Service will expire not later than the expiration of this Services Agreement the Term as calculated prior to the addition of such date and Additional Service unless the Additional Services shall be deemed “Services” provided hereunder, in each case subject to the terms and conditions of this Services AgreementParties mutually agree otherwise.

Additional Services. (a) From time to time during the termTerm, the Receiving Party Service Recipient may request that the Service Provider (i) provide additional services (including as to volume, amount, level or frequency, as applicablewhich may include Excluded Services) or different services which not included in the Service Provider is not obligated to provide under this Services Agreement if such services are of the type and scope provided to the Receiving Party immediately prior to the Effective Date or (ii) to expand the scope of any Service (such additional or expanded services, the “Additional Services”). The In the event that Service Recipient requests that Service Provider provide any Additional Services that (i) are directly dependent upon or inextricably intertwined with the Services and (ii) were inadvertently and unintentionally omitted from the Services, the Parties shall consider such request negotiate in good faith to determine the terms and shall use commercially reasonable efforts to provide conditions for the provision of such Additional ServiceServices; provided, however, that the Service Provider shall not be obligated to provide any Additional Services if it does notif, in its reasonable judgmentnotwithstanding such good faith negotiation, have adequate resources the Parties are unable to provide such Additional Services or if reach agreement on the terms and conditions with respect to the provision of such Additional Services would interfere with the operation of its business or the business of its AffiliatesServices. If the For clarity, Service Provider receives a shall not have any obligation to consider in good faith any request from Service Recipient for Additional Services it shall notify unless such Services meet the Receiving Party within fifteen criteria in (15i) days of its receipt of the request as to whether it will or will not provide the Additional Servicesand (ii) above. (b) If In the event the Parties agree that Service Provider agrees will provide any Additional Service, such Additional Service shall automatically constitute a “Service” hereunder, and the Parties shall execute an amendment to provide the appropriate Service Schedule that shall set forth, among other things, (i) the termination date for such Additional Services pursuant Service, (ii) a description of such Additional Service in reasonable detail, (iii) the fees and costs to Section 2.4(a)Service Recipient for such Additional Service, then a representative of each party shall in good faith negotiate the and (iv) any additional terms of a supplemental Schedule and conditions specific to this Services Agreement which will describe in detail the service, project scope, term, price and payment terms to be charged for the such Additional Service. Once definitively agreed For clarity, Service Provider’s obligations with respect to in writing, the supplemental Schedule shall be deemed part of this Services Agreement as of such date and the providing any Additional Services shall be deemed “Services” provided hereunder, in each case subject become effective only upon an amendment to the terms applicable Service Schedule being duly executed and conditions of this Services Agreementdelivered by Service Provider and Service Recipient.

Additional Services. (a) From After the Effective Time and at any time prior to time during the termtwelve-month anniversary of the Distribution Date, the Receiving Party each of RemainCo and SpinCo may request that the Service Provider other Party to (i) provide additional services (including as to volume, amount, level or frequency, as applicable) or different services which the Service Provider other Party is not expressly obligated to provide under this Services Agreement if such services are of the type and scope provided to between the Receiving Party immediately prior to RemainCo Group and the Effective Date or SpinCo Group, in each case during the twelve months preceding the Distribution Date, (ii) to expand the scope of any Service or (iii) expand the duration for which any Service is provided (such additional or expanded services, the “Additional Services”). The Service Provider Party receiving such request for Additional Services shall consider such request in good faith and shall use commercially reasonable efforts to provide such Additional Service; provided, that the Service Provider shall not be obligated to provide any Additional Services if it does not, in its reasonable judgment, have adequate resources to provide such Additional Services or if the provision of such Additional Services would interfere with the operation of its business or the business of its Affiliates. If the Service Provider receives a request for Additional Services it shall notify the Receiving requesting Party within fifteen (15) days of its receipt of the request as promptly as practicable as to whether it will or will not provide the Additional Services; provided, however, that neither Party shall be obligated to provide any Additional Service if it does not, in its commercially reasonable judgment, have adequate resources to provide such Additional Service or if the provision of such Additional Service would significantly disrupt the operation of such Party’s or its Group Members’ businesses. (b) If the Service Provider a Party agrees to provide Additional Services pursuant to Section 2.4(a2.02(a), then a representative of each party the Parties shall in good faith attempt to negotiate the terms of a supplemental supplement to Schedule to this Services Agreement A and/or Schedule B, as applicable, which will describe in reasonable detail the serviceservice or service category, as applicable, project scope, term, price and payment terms to be charged for such Additional Services; it being understood, however, that the Service Provider shall not be required to provide any Additional ServiceServices if the Parties are unable to reach agreement on the terms thereof. Once definitively If and to the extent agreed to in writing, the supplemental supplement to Schedule A and/or Schedule B, as applicable, shall be deemed part of this Services Agreement as of such date and the Additional Services shall be deemed “Services” provided hereunder, in each case subject to the terms and conditions of this Services Agreement.

Additional Services. (a) From time to time The Parties hereto acknowledge that Schedule I might not identify all of the Services that, although not provided in connection with the New Ironwood Pharmaceutical Business during the termPrior Period, may be necessary or appropriate to effect the Receiving Party understanding set forth in this Agreement. Ironwood may request that the such additional Services from a Service Provider (i) provide additional services (including as to volumeeach, amount, level or frequency, as applicable) or different services which the Service Provider is not obligated to provide under this Services Agreement if such services are of the type and scope provided to the Receiving Party immediately prior extent included in the Services pursuant to the Effective Date or (ii) to expand the scope of any Service (such additional or expanded servicesthis Section, the an “Additional ServicesService”)) in writing during the Term. The A Service Provider shall consider any such request in good faith and shall use commercially reasonable efforts to provide such Additional Service; provided, that the Service Provider shall not be obligated to provide any Additional Services if it does not, in its reasonable judgment, have adequate resources to provide such Additional Services or if the provision of such Additional Services would interfere with the operation of its business or the business of its Affiliates. If the Service Provider receives a request for Additional Services it promptly and in good faith, except to the extent such request is for Omitted Services (in which case Section 2.5 shall notify the Receiving Party within fifteen (15govern) days of its receipt or for services intentionally not included by mutual agreement of the request Parties as part of the Services as of the Effective Date. In the event that the Parties agree that a Service Provider should provide any such Additional Service, the Parties shall execute amendments for such Additional Service to whether it Schedule I that will or set forth, among other things, (a) the time period during which such Additional Service will not provide the Additional Services. be provided, (b) If a description of such Additional Service in reasonable detail, (c) primary points of contact for each of the Parties with respect to the Service, (d) any Internal Costs or One-Time Costs related to such Additional Service Provider agrees and agreed upon by the Parties and (e) any additional terms and conditions specific to provide Additional Services pursuant to Section 2.4(a), then a representative of each party shall in good faith negotiate the terms of a supplemental Schedule to this Services Agreement which will describe in detail the service, project scope, term, price and payment terms to be charged for the such Additional Service. Once definitively agreed A Service Provider’s obligations with respect to providing any such Additional Service will become effective only upon mutual agreement of the Parties as reflected in writingan amendment to Schedule I being duly executed and delivered by each Party. Notwithstanding the foregoing, the supplemental Schedule shall be deemed part time period for any such Additional Service will expire not later than the expiration of this Services Agreement the Term as calculated prior to addition of such date and Additional Service unless the Additional Services shall be deemed “Services” provided hereunder, in each case subject to the terms and conditions of this Services AgreementParties agree otherwise.

Additional Services. (a) From time to time The Parties hereto acknowledge that Schedule I might not identify all of the Services that, although not provided in connection with the Cyclerion Business during the termPrior Period, may be necessary or appropriate to effect the Receiving Party understanding set forth in this Agreement. Cyclerion may request that the such additional Services from a Service Provider (i) provide additional services (including as to volumeeach, amount, level or frequency, as applicable) or different services which the Service Provider is not obligated to provide under this Services Agreement if such services are of the type and scope provided to the Receiving Party immediately prior extent included in the Services pursuant to the Effective Date or (ii) to expand the scope of any Service (such additional or expanded servicesthis Section 2.6, the an “Additional ServicesService”)) in writing during the Term. The A Service Provider shall consider any such request in good faith and shall use commercially reasonable efforts to provide such Additional Service; provided, that the Service Provider shall not be obligated to provide any Additional Services if it does not, in its reasonable judgment, have adequate resources to provide such Additional Services or if the provision of such Additional Services would interfere with the operation of its business or the business of its Affiliates. If the Service Provider receives a request for Additional Services it promptly and in good faith, except to the extent such request is for Omitted Services (in which case Section 2.5 shall notify the Receiving Party within fifteen (15govern) days of its receipt or for services intentionally not included by mutual agreement of the request Parties as part of the Services as of the Effective Date. In the event that the Parties agree that a Service Provider should provide any such Additional Service, the Parties shall execute amendments for such Additional Service to whether it Schedule I that will or set forth, among other things, (a) the time period during which such Additional Service will not provide the Additional Services. be provided, (b) If a description of such Additional Service in reasonable detail, (c) primary points of contact for each of the Parties with respect to the Service, (d) any Internal Costs or One-Time Costs related to such Additional Service Provider agrees and agreed upon by the Parties and (e) any additional terms and conditions specific to provide Additional Services pursuant to Section 2.4(a), then a representative of each party shall in good faith negotiate the terms of a supplemental Schedule to this Services Agreement which will describe in detail the service, project scope, term, price and payment terms to be charged for the such Additional Service. Once definitively agreed A Service Provider’s obligations with respect to providing any such Additional Service will become effective only upon mutual agreement of the Parties as reflected in writingan amendment to Schedule I being duly executed and delivered by each Party. Notwithstanding the foregoing, the supplemental Schedule shall be deemed part time period for any such Additional Service will expire not later than the expiration of this Services Agreement the Term as calculated prior to addition of such date and Additional Service unless the Additional Services shall be deemed “Services” provided hereunder, in each case subject to the terms and conditions of this Services AgreementParties agree otherwise.

Additional Services. (a) From time to time The Parties hereto acknowledge that the Transition Service Schedules might not identify all of the Services that, although not provided in connection with the Neuroscience Business during the termPrior Period, may be necessary or appropriate to effect the Receiving Party understanding set forth in this Agreement. Alkermes US may request that the such additional Services from a Service Provider (i) provide additional services (including as to volumeeach, amount, level or frequency, as applicable) or different services which the Service Provider is not obligated to provide under this Services Agreement if such services are of the type and scope provided to the Receiving Party immediately prior extent included in the Services pursuant to the Effective Date or (ii) to expand the scope of any Service (such additional or expanded servicesthis Section 2.6, the an “Additional ServicesService”)) in writing during the Term. The A Service Provider shall consider any such request in good faith and shall use commercially reasonable efforts to provide such Additional Service; provided, that the Service Provider shall not be obligated to provide any Additional Services if it does not, in its reasonable judgment, have adequate resources to provide such Additional Services or if the provision of such Additional Services would interfere with the operation of its business or the business of its Affiliates. If the Service Provider receives a request for Additional Services it promptly and in good faith, except to the extent such request is for Omitted Services (in which case Section 2.5 shall notify the Receiving Party within fifteen (15govern) days of its receipt or for services intentionally not included by mutual agreement of the request Parties as to whether it part of the Services as of the Effective Date. In the event that the Parties agree that a Service Provider should provide any such Additional Service, the Parties shall execute a Transition Service Schedule that will or set forth, among other things, (a) the time period during which such Additional Service will not provide the Additional Services. be provided, (b) If a description of such Additional Service in reasonable detail, (c) primary points of contact for each of the Parties with respect to the Service, (d) any costs related to such Additional Service Provider agrees and agreed upon by the Parties, and (e) any additional terms and conditions specific to provide Additional Services pursuant to Section 2.4(a), then a representative of each party shall in good faith negotiate the terms of a supplemental Schedule to this Services Agreement which will describe in detail the service, project scope, term, price and payment terms to be charged for the such Additional Service. Once definitively agreed A Service Provider’s obligations with respect to providing any such Additional Service will become effective only upon mutual agreement of the Parties as reflected in writingsuch Transition Service Schedule. Notwithstanding the foregoing, the supplemental Schedule shall be deemed part time period for any such Additional Service will expire not later than the expiration of this Services Agreement the Term as calculated prior to the addition of such date and Additional Service unless the Additional Services shall be deemed “Services” provided hereunder, in each case subject to the terms and conditions of this Services AgreementParties mutually agree otherwise.

Additional Services. (ai) From time to time during after the termGenco Distribution Date, the Receiving Party parties may request that the Service Provider (i) provide identify additional services that one party will provide to the other party in accordance with the terms of this Agreement (including as to volumethe "Additional Services" and, amounttogether with the Initial Services, level or frequencythe "Services"). The parties shall create an Exhibit for each Additional Service setting forth a description of the Service, as applicable) or different services the time period during which the Service Provider is will be provided, the charge for the Service and any other terms applicable thereto and obtain the approval of each party's Representative. Except as set forth in Section 2.1(c)(ii), the parties may, but shall not be required to, agree on Additional Services during the term of this Agreement. (ii) Except as set forth in the next sentence, the Providing Company shall be obligated to provide under this Services Agreement if such services are of perform, at charges established pursuant to Section 2.3, any Additional Service that: (A) was provided by the type and scope provided to the Receiving Party Providing Company immediately prior to the Effective Genco Distribution Date and that the Receiving Company reasonably believes was inadvertently or unintentionally omitted from the list of Initial Services or (iiB) is essential to expand effectuate an orderly transition of Genco to an independently managed, public company following the Genco Distribution, unless in either case such performance would significantly disrupt the Providing Company's operations or materially increase the scope of any Service its responsibility under this Agreement. If the Providing Company reasonably believes the performance of Additional Services required under the foregoing clauses (such additional A) or expanded services(B) would significantly disrupt its operations or materially increase the scope of its responsibility under this Agreement, the “Additional Services”). The Service Provider Providing Company and the Receiving Company shall consider such request negotiate in good faith and shall use commercially reasonable efforts to establish terms under which the Providing Company can provide such Additional Service; providedServices, that but the Service Provider Providing Company shall not be obligated to provide any Additional Services if it does not, in its reasonable judgment, have adequate resources to provide such Additional Services or if if, following good faith negotiation, the provision of such Additional Services would interfere with the operation of its business or the business of its Affiliates. If the Service Provider receives a request for Additional Services it shall notify Providing Company and the Receiving Party within fifteen (15) days of its receipt of the request as Company are unable to whether it will or will not provide the Additional Servicesreach agreement on such terms. (b) If the Service Provider agrees to provide Additional Services pursuant to Section 2.4(a), then a representative of each party shall in good faith negotiate the terms of a supplemental Schedule to this Services Agreement which will describe in detail the service, project scope, term, price and payment terms to be charged for the Additional Service. Once definitively agreed to in writing, the supplemental Schedule shall be deemed part of this Services Agreement as of such date and the Additional Services shall be deemed “Services” provided hereunder, in each case subject to the terms and conditions of this Services Agreement.

Additional Services. (a) From The Providing Party shall consider in good faith any reasonable written request by the Receiving Party or any of its Affiliates for new services that are not reflected in Exhibit A at the time to time during the term, of such request (an “Additional Service”); provided that the Receiving Party may not request any service that the Service Provider (i) provide additional services (including is identified in Exhibit A as to volume, amount, level or frequency, as applicable) or different services which the Service Provider is not obligated to provide under this Services Agreement if such services are of the type and scope provided to unavailable. If the Receiving Party immediately desires to request an Additional Service to be provided hereunder by the Providing Party, the Services Manager for the Receiving Party shall, no later than sixty (60) days prior to the Effective Date requested commencement date of such Additional Service, provide a written request thereof to the Services Manager for the Providing Party describing such Additional Service and the anticipated commencement date thereof. If an Additional Service is requested that needs to commence within less than sixty (60) days from the Receiving Party’s request for such Additional Service, including to comply with a request from a Governmental Entity or (ii) to expand the scope of any Service (such additional or expanded servicesapplicable Law, the “Parties will use commercially reasonable efforts to assess and make a final determination pursuant to this Section 2.4 in an expedited manner to satisfy the request of the Governmental Entity or to comply with applicable Law, on whether such Additional Service can be provided and the terms and conditions and Fees (which shall be calculated in accordance with the principles used to calculate the Fees for similar Services”) for such Additional Service added, notwithstanding the sixty (60) day and thirty (30) day references in Section 2.4(a) and Section 2.4(b). The Service Provider shall consider , respectively. (b) Within thirty (30) days following the receipt of such request for an Additional Service, the Services Manager for the Providing Party shall provide the Services Manager for the Receiving Party with a written response to such request setting forth the applicable Fees (which shall be calculated in good faith accordance with the principles used to calculate the Fees for similar Services) for such Additional Service and an assessment as to whether the requested commencement or completion dates can be achieved. Following receipt by the Services Manager for the Recipient Party of such response, the terms and conditions, including the applicable commencement date, the termination date, and the Fees on which such Additional Service, if any, shall be provided by the Providing Party, shall be as mutually agreed upon in writing by the Services Managers for the Parties. (c) Upon agreement of the Services Managers for the Parties in accordance with this Section 2.4, Exhibit A shall be amended or updated by the Services Managers for the Parties to add any Additional Service and to reflect the Fees applicable to such Additional Service. Any agreed Additional Service shall constitute a Service under this Agreement and be subject in all respects to the provisions of this Agreement as if fully set forth in Exhibit A as of the date hereof. It is understood that the Providing Party may in its sole and absolute discretion decline to provide any such Additional Service and the Receiving Party acknowledges that the Providing Party shall be under no obligation to provide, and may not have the resources, capabilities or capacity to provide, any Additional Service, and may determine not to do so for any reason or no reason; provided that if such Additional Service is required to comply with a request from a Governmental Entity or any applicable Law, and such Additional Service cannot be performed by the Receiving Party itself or cannot be provided by a third party, including outside advisors, the Providing Party shall use commercially reasonable efforts to provide such Additional Service; providedprovided that, that the Service Provider Providing Party shall not be obligated required to use commercially reasonable efforts to provide any Additional Services if it does notservice that is identified in Exhibit A as unavailable. (d) If, in its reasonable judgmentafter the Effective Date, have adequate resources to provide such Additional Services the Providing Party discovers that it, or if the provision of such Additional Services would interfere with the operation of its business or the business of its Affiliates. If the Service Provider receives a request , is performing any service for Additional Services it shall notify the Receiving Party within fifteen (15) days of its receipt of that is not set forth on Exhibit A and is not a service that is incidental and not material in nature as determined by the Providing Party or that is identified in Exhibit A as unavailable, the Providing Party shall inform the Receiving Party in writing and the Receiving Party may request the Providing Party to add this service as to whether it will or will not provide the an Additional Services. (b) If the Service Provider agrees to provide Additional Services pursuant to this Section 2.4(a)2.4. For clarity, then a representative of each party shall in good faith negotiate if such service is not requested by the terms of a supplemental Schedule to this Services Agreement which will describe in detail the service, project scope, term, price and payment terms Receiving Party to be charged for the an Additional Service. Once definitively agreed to in writing, the supplemental Schedule shall be deemed part of this Services Agreement as of such date and the Additional Services shall be deemed “Services” provided hereunder, in each case subject to Service or the terms and conditions of this Services Agreementand applicable Fees are not mutually agreed to, the Providing Party may stop performing such service.

Additional Services. (a) From time to time during the termapplicable Service Period, the Receiving Party Parties may request identify additional services that the Service Provider (i) will provide additional services (including as to volume, amount, level or frequency, as applicable) or different services which the Service Provider is not obligated to provide under this Services Agreement if such services are of the type and scope provided to the Receiving Party immediately prior to Recipient in accordance with the Effective Date or terms of this Agreement (ii) to expand the scope of any Service (such additional or expanded services, the “Additional Services” and, together with the Initial Services, the “Services”). The Service Provider shall consider such request in good faith and shall use commercially reasonable efforts If the Parties agree to provide add any Additional Services, the Parties will mutually create a Schedule or amend the existing Schedule(s) for each such Additional Service setting forth the identities of the Provider and the Recipient, a description of such Service; , the term during which such Service will be provided, that the cost, if any, for such Service Provider shall not and any other provisions applicable thereto. In order to become a part of this Agreement, such amendment to Schedule(s) must be obligated to provide any Additional Services if it does not, in its reasonable judgment, have adequate resources to provide such Additional Services or if the provision of such Additional Services would interfere with the operation of its business or the business of its Affiliates. If the Service Provider receives executed by a request for Additional Services it shall notify the Receiving Party within fifteen (15) days of its receipt of the request as to whether it will or will not provide the Additional Services. (b) If the Service Provider agrees to provide Additional Services pursuant to Section 2.4(a), then a duly authorized representative of each party shall in good faith negotiate Party, at which time such Additional Service will, together with the terms of Initial Services, be deemed to constitute a supplemental Schedule to this Services Agreement which will describe in detail the service, project scope, term, price and payment terms to be charged “Service” for the Additional Service. Once definitively agreed to in writing, the supplemental Schedule shall purposes hereof and will be deemed part of this Services Agreement as of such date and the Additional Services shall be deemed “Services” provided hereunder, in each case subject to the terms and conditions of this Agreement. The Parties may, but are not obligated to, agree on Additional Services during the applicable Service Period. Notwithstanding anything to the contrary in the foregoing or anywhere else in this Agreement, any service actually performed by the Provider upon written or oral request by the Recipient in connection with this Agreement will be deemed to constitute a “Service” for the purposes of Article 3 and Section 5.3, but such “Service” will only be incorporated into this Agreement by an amendment set forth in this Section 2.2 and Section 5.9.

Additional Services. (a) From time to time The Parties hereto acknowledge that the Transition Service Schedules might not identify all of the Services that, although not provided in connection with the Severe Genetic Disease Business during the termPrior Period, may be necessary or appropriate to effect the Receiving Party understanding set forth in this Agreement. bluebird may request that the such additional Services from a Service Provider (i) provide additional services (including as to volumeeach, amount, level or frequency, as applicable) or different services which the Service Provider is not obligated to provide under this Services Agreement if such services are of the type and scope provided to the Receiving Party immediately prior extent included in the Services pursuant to the Effective Date or (ii) to expand the scope of any Service (such additional or expanded servicesthis Section 2.6, the an “Additional ServicesService”)) in writing during the Term. The A Service Provider shall consider any such request in good faith and shall use commercially reasonable efforts to provide such Additional Service; provided, that the Service Provider shall not be obligated to provide any Additional Services if it does not, in its reasonable judgment, have adequate resources to provide such Additional Services or if the provision of such Additional Services would interfere with the operation of its business or the business of its Affiliates. If the Service Provider receives a request for Additional Services it promptly and in good faith, except to the extent such request is for Omitted Services (in which case Section 2.5 shall notify the Receiving Party within fifteen (15govern) days of its receipt or for services intentionally not included by mutual agreement of the request Parties as to whether it part of the Services as of the Effective Date. In the event that the Parties agree that a Service Provider should provide any such Additional Service, the Parties shall execute a Transition Service Schedule that will or set forth, among other things, (a) the time period during which such Additional Service will not provide the Additional Services. be provided, (b) If a description of such Additional Service in reasonable detail, (c) primary points of contact for each of the Parties with respect to the Service, (d) any costs related to such Additional Service Provider agrees and agreed upon by the Parties, and (e) any additional terms and conditions specific to provide Additional Services pursuant to Section 2.4(a), then a representative of each party shall in good faith negotiate the terms of a supplemental Schedule to this Services Agreement which will describe in detail the service, project scope, term, price and payment terms to be charged for the such Additional Service. Once definitively agreed A Service Provider’s obligations with respect to providing any such Additional Service will become effective only upon mutual agreement of the Parties as reflected in writingsuch Transition Service Schedule. Notwithstanding the foregoing, the supplemental Schedule shall be deemed part time period for any such Additional Service will expire not later than the expiration of this Services Agreement the Term as calculated prior to the addition of such date and Additional Service unless the Additional Services shall be deemed “Services” provided hereunder, in each case subject to the terms and conditions of this Services AgreementParties mutually agree otherwise.

Additional Services. (a) From time The Parties acknowledge that Schedule I might not identify all of the Services that may be necessary or appropriate to time during affect the term, the Receiving Party understanding set forth in this Agreement. Service Recipient may request that the such additional Services from Service Provider (ieach, to the extent included in the Services pursuant to this Section 2.6, an “Additional Service”) provide additional services (including as to volume, amount, level or frequency, as applicable) or different services which in writing during the Term. Service Provider is not obligated to provide under this Services Agreement if will consider any such services are of the type and scope provided to the Receiving Party immediately prior to the Effective Date or (ii) to expand the scope of any Service (such additional or expanded services, the “Additional Services”). The Service Provider shall consider such request in good faith and shall use commercially reasonable efforts to provide such Additional Service; provided, that the Service Provider shall not be obligated to provide any Additional Services if it does not, in its reasonable judgment, have adequate resources to provide such Additional Services or if the provision of such Additional Services would interfere with the operation of its business or the business of its Affiliates. If the Service Provider receives a request for Additional Services it promptly and in good faith, except to the extent such request is for Omitted Services (in which case Section 2.5 shall notify govern). In the Receiving Party within fifteen event that the Parties agree that Service Provider should provide any such Additional Service, the Parties shall execute amendments for such Additional Service to the applicable Schedule I that shall set forth, among other things, (15i) days the time period during which such Additional Service shall be provided, (ii) a description of its receipt such Additional Service in reasonable detail, (iii) primary points of contact for each of the request Parties with respect to the Service, (iv) any additional Fees, as applicable, related to whether it will or will not provide such Additional Service and agreed upon by the Additional Services. Parties, and (biv) If the Service Provider agrees any additional terms and conditions specific to provide Additional Services pursuant to Section 2.4(a), then a representative of each party shall in good faith negotiate the terms of a supplemental Schedule to this Services Agreement which will describe in detail the service, project scope, term, price and payment terms to be charged for the such Additional Service. Once definitively agreed Service Provider’s obligations with respect to providing any such Additional Service shall become effective only upon mutual agreement of the Parties as reflected in writingan amendment to the applicable Schedule I being duly executed and delivered by each Party. Notwithstanding the foregoing, the supplemental Schedule time period for any such Additional Service shall be deemed part expire not later than the expiration of this Services Agreement the Term as calculated prior to addition of such date and Additional Service unless the Additional Services shall be deemed “Services” provided hereunder, in each case subject to the terms and conditions of this Services AgreementParties agree otherwise.

Additional Services. (a) From time to time during the termTerm, the Receiving Party Service Recipient may request that the Service Provider (i) provide additional services (including as to volume, amount, level or frequency, as applicablewhich may include Excluded Services) or different services which not included in the Service Provider is not obligated to provide under this Services Agreement if such services are of the type and scope provided to the Receiving Party immediately prior to the Effective Date or (ii) to expand the scope of any Service (such additional or expanded services, the “Additional Services”). The In the event that Service Recipient requests that Service Provider provide any Additional Services that (i) are directly dependent upon or inextricably intertwined with the Services and (ii) were inadvertently and unintentionally omitted from the Services, the Parties shall consider such request negotiate in good faith to determine the terms and shall use commercially reasonable efforts to provide conditions for the provision of such Additional ServiceServices; provided, however, that the Service Provider shall not be obligated to provide any Additional Services if it does notif, in its reasonable judgmentnotwithstanding such good faith negotiation, have adequate resources the Parties are unable to provide such Additional Services or if reach agreement on the terms and conditions with respect to the provision of such Additional Services would interfere with the operation of its business or the business of its AffiliatesServices. If the For clarity, Service Provider receives a shall not have any obligation to consider in good faith any request from Service Recipient for Additional Services it shall notify unless such Services meet the Receiving Party within fifteen criteria in (15i) days of its receipt of the request as to whether it will or will not provide the Additional Servicesand (ii) above. (b) If In the event the Parties agree that Service Provider agrees will provide any Additional Service, such Additional Service shall automatically constitute a “Service” hereunder, and the Parties shall execute an amendment to provide the relevant Service Schedule that shall set forth, among other things, (i) the termination date for such Additional Services pursuant Service, (ii) a description of such Additional Service in reasonable detail, (iii) the fees and costs to Section 2.4(a)Service Recipient for such Additional Service, then a representative of each party shall in good faith negotiate the and (iv) any additional terms of a supplemental Schedule and conditions specific to this Services Agreement which will describe in detail the service, project scope, term, price and payment terms to be charged for the such Additional Service. Once definitively agreed For clarity, Service Provider’s obligations with respect to in writing, the supplemental Schedule shall be deemed part of this Services Agreement as of such date and the providing any Additional Services shall be deemed “Services” provided hereunder, in each case subject become effective only upon an amendment to the terms applicable Service Schedule being duly executed and conditions of this Services Agreementdelivered by Service Provider and Service Recipient.

Additional Services. (a) From time to time during the termterm applicable to any Service being provided by a Service Provider, the Receiving each Party may request that any of the Service Provider other Parties (i) to provide additional services (including as to volume, amount, level or frequency, as applicable) or different services which the Service Provider such other Party is not expressly obligated to provide under this Services Agreement if such services are of the type and scope provided to the Receiving by such providing Party immediately prior to the Effective Date within IAC or (ii) to expand the scope of any Service (such additional or expanded services, the “Additional Services”). The Service Provider Party receiving such request shall consider such request in good faith and shall use commercially reasonable efforts to provide such Additional Service; provided, that the Service Provider no Party shall not be obligated to provide any Additional Services if it does not, in its reasonable judgment, have adequate resources to provide such Additional Services or if the provision of such Additional Services would interfere with the operation of its business or business. The Party receiving the business of its Affiliates. If the Service Provider receives a request for Additional Services it shall notify the Receiving requesting Party within fifteen (15) days of its receipt of the request as to whether it will or will not provide the Additional Services. (b) If the Service Provider a Party agrees to provide Additional Services pursuant to Section 2.4(a3.03(a), then a representative of each party applicable Party shall in good faith negotiate the terms of a supplemental supplement to the Services Schedule to this Services Agreement which will describe in detail the service, project scope, term, price and payment terms to be charged for the Additional ServiceServices. Once definitively agreed to in writing, the supplemental supplement to the Services Schedule shall be deemed part of this Services Agreement as of such date and the Additional Services shall be deemed “Services” provided by such Service Provider to such Receiving Party hereunder, in each case subject to the terms and conditions of this Services Agreement.

Additional Services. (a) From time If Service Recipient desires to time during receive any service that is not part of the term, Services set forth on the Receiving Party may request applicable Service Schedules and is not a service that the Parties specifically agreed not to include on such schedule, Service Provider Recipient’s Service Coordinator shall contact Service Provider’s Service Coordinator, and provide a written request (ibased on the form of Service Schedule attached hereto as Schedule 2.4 or another form as may be mutually agreed to by the Parties) provide additional services (including as to volume, amount, level or frequency, as applicable) or different services which the Service Provider is not obligated to provide under this Services Agreement if such services are of the type and scope provided to the Receiving Party immediately prior to the Effective Date or (ii) to expand the scope of any Service (describing such additional or expanded servicesservice, the “Additional Services”). The which Service Provider shall consider such request in good faith and shall use commercially reasonable efforts (each such service, to provide such the extent mutually agreed by the Parties, an “Additional Service; provided”). Notwithstanding the foregoing, that the Service Provider shall not be obligated under no obligation to provide any Additional Services if it does not, in its reasonable judgment, have adequate resources to provide such Additional Services or if the provision of such Additional Services would interfere with the operation of its business or the business of its Affiliates. If the Service Provider receives accept a request for Additional Services it shall notify the Receiving Party within fifteen (15) days of and may reject or accept such request in its receipt of the sole discretion. If Service Provider accepts a request as to whether it will or will not provide the for Additional Services. , subject to obtaining any Consents necessary from any third parties including Governmental Entities (b) If the which Consents will be sought by Service Provider agrees to provide Additional Services pursuant to in accordance with Section 2.4(a3.2(c)), then a representative of each party the Parties shall in good faith negotiate the scope and terms of a supplemental Schedule thereof, including additional payment due Service Provider for such services, and the Parties shall execute an amendment hereto incorporating such terms. Service Provider shall not be under any obligation to this provide any Additional Services Agreement which will describe in detail unless and until the serviceParties execute an amendment hereto providing for such Additional Services. If agreed, project scope, term, price and payment terms to be charged for the any such Additional Service. Once definitively agreed to in writing, the supplemental Schedule Service shall be deemed part of this Services Agreement as of such date and the Additional Services shall be deemed “Services” provided hereunder, in each case subject added to the terms and conditions of this Services Agreementapplicable Service Schedules in accordance with Section 2.5.

Additional Services. (a) From time to time during If the termService-Receiving Party reasonably determines that additional transition services not listed in Exhibit A or Exhibit B, as applicable, are necessary after the Effective Time, the Service-Receiving Party may request that shall provide written notice to the Service Provider Service-Providing Party requesting the Service-Providing Party (i) to provide additional services (including as to volume, amount, level or frequency, as applicable) or different services which that the Service Provider Service-Providing Party is not expressly obligated to provide under this Services Agreement Agreement, if such services are of the type and scope provided to by any member of the Service-Providing Party Group (including any employee of any member of the Service-Providing Party Group) for the Service-Receiving Party immediately prior to the Effective Date Time, or (ii) to expand the scope of any applicable Service (such additional additional, different or expanded services, the “Additional Services”). The Service Provider Service-Providing Party shall consider such request in good faith and shall use commercially reasonable efforts to provide any such Additional Service; provided, provided that no member of the Service Provider Service-Providing Party Group shall not be obligated to provide perform any Additional Services if it does notsuch member, in its reasonable judgment, does not have adequate resources to provide perform such Additional Services or if the provision of such Additional Services would interfere with the operation of its business the Ensign Business or the business of its AffiliatesPennant Business, as applicable. If the Service Provider receives a request for Additional Services it The Service-Providing Party shall notify the Service-Receiving Party within fifteen ten (1510) calendar days of its receipt of the such request as to whether it will or will not provide the Additional Services. (b) . If the Service Provider Service-Providing Party agrees to provide Additional Services pursuant to this Section 2.4(a)2.2, then a representative of each party the Parties shall in good faith negotiate the terms of a supplemental Schedule supplement to this Services Agreement Exhibit A or Exhibit B, as applicable, which will describe in reasonable detail the serviceAdditional Services, project scope, term, price and payment terms to be charged for the such Additional ServiceServices. Once definitively agreed to in writing, the supplemental Schedule supplement to Exhibit A or Exhibit B, as applicable, shall be deemed part of this Services Agreement as of such date date, and the Additional Services shall be deemed the applicable “Services” provided hereunder, in each case case, subject to the terms and conditions of this Services Agreement.

Additional Services. (a) From time to time The Parties hereto acknowledge that the Transition Service Schedules might not identify all of the Services that, although not provided in connection with the Oncology Business during the termPrior Period, may be necessary or appropriate to effect the Receiving Party understanding set forth in this Agreement. Mural US may request that the such additional Services from a Service Provider (i) provide additional services (including as to volumeeach, amount, level or frequency, as applicable) or different services which the Service Provider is not obligated to provide under this Services Agreement if such services are of the type and scope provided to the Receiving Party immediately prior extent included in the Services pursuant to the Effective Date or (ii) to expand the scope of any Service (such additional or expanded servicesthis Section 2.6, the an “Additional ServicesService”)) in writing during the Term. The A Service Provider shall consider any such request in good faith and shall use commercially reasonable efforts to provide such Additional Service; provided, that the Service Provider shall not be obligated to provide any Additional Services if it does not, in its reasonable judgment, have adequate resources to provide such Additional Services or if the provision of such Additional Services would interfere with the operation of its business or the business of its Affiliates. If the Service Provider receives a request for Additional Services it promptly and in good faith, except to the extent such request is for Omitted Services (in which case Section 2.5 shall notify the Receiving Party within fifteen (15govern) days of its receipt or for services intentionally not included by mutual agreement of the request Parties as to whether it part of the Services as of the Effective Date. In the event that the Parties agree that a Service Provider should provide any such Additional Service, the Parties shall execute a Transition Service Schedule that will or set forth, among other things, (a) the time period during which such Additional Service will not provide the Additional Services. be provided, (b) If a description of such Additional Service in reasonable detail, (c) primary points of contact for each of the Parties with respect to the Service, (d) any costs related to such Additional Service Provider agrees and agreed upon by the Parties, and (e) any additional terms and conditions specific to provide Additional Services pursuant to Section 2.4(a), then a representative of each party shall in good faith negotiate the terms of a supplemental Schedule to this Services Agreement which will describe in detail the service, project scope, term, price and payment terms to be charged for the such Additional Service. Once definitively agreed A Service Provider’s obligations with respect to providing any such Additional Service will become effective only upon mutual agreement of the Parties as reflected in writingsuch Transition Service Schedule. Notwithstanding the foregoing, the supplemental Schedule shall be deemed part time period for any such Additional Service will expire not later than the expiration of this Services Agreement the Term as calculated prior to the addition of such date and Additional Service unless the Additional Services shall be deemed “Services” provided hereunder, in each case subject to the terms and conditions of this Services AgreementParties mutually agree otherwise.

Additional Services. (a) From During the Term, either Party may at any time or from time to time request in writing that the other Party provide it with additional services not set out on the Transition Service Schedules because they were omitted therefrom notwithstanding that such services were provided, during the termReference Period, the Receiving Party may request that the Service Provider (i) provide additional services (including as to volume, amount, level or frequency, as applicable) or different services which the Service Provider is not obligated to provide under this Services Agreement if such services are of the type and scope provided to the Receiving Party immediately prior to the Effective Date or making such a request (ii) to expand the scope of any Service (such additional or expanded services, the “Additional Services”). The As promptly as practicable following receipt of any such written request, the parties shall negotiate in good faith with respect to: (a) the scope, nature, and standard of performance of such Additional Service(s); (b) the duration for which the Service Provider shall consider provide such request Additional Service(s), which shall not be longer than the then-current Term of this Agreement; and (c) the fees for such Additional Service(s) (to the extent the agreed fees in good faith the Transition Service Schedules do not already cover such Additional Service(s)), which shall be based on the pricing principle and payment terms set out in Section 4, and, as to each of the foregoing, upon reaching agreement in such negotiation, the Parties shall execute an additional written Transition Service Schedule(s) for such Additional Service(s), and such Additional Service(s) shall be deemed to be part of this Agreement (and part of the Services) from and after the date of such amendment. If, following commercially reasonable efforts to obtain any third party consents which are required to provide an Additional Service, the Service Provider is unable to secure such consents, the Service Provider shall use commercially reasonable efforts to provide such Additional Service; provided, a suitable replacement or workaround for the unavailable service or functionality that the Service Provider shall not be obligated is needed to provide any Additional Services if it does not, in its reasonable judgment, have adequate resources to provide such Additional Services or if the provision of such Additional Services would interfere with the operation of its business or the business of its Affiliates. If the Service Provider receives a request for Additional Services it shall notify the Receiving Party within fifteen (15) days of its receipt of the request as to whether it will or will not provide the Additional Services. (b) If the Service Provider agrees to provide Additional Services pursuant to Section 2.4(a), then a representative of each party shall in good faith negotiate the terms of a supplemental Schedule to this Services Agreement which will describe in detail the service, project scope, term, price and payment terms to be charged for the Additional Servicequestion. Once definitively agreed to in writing, the supplemental Schedule shall be deemed part of this Services Agreement as of such date and the Additional Services shall be deemed “Services” provided hereunder, in each case subject The Parties agree that any dispute with respect to the terms and conditions of this Services Agreementthat will govern an Additional Service shall be resolved in accordance with the dispute resolution procedures set forth in Section 15.5.

Additional Services. (a) From time to time during the term, the Receiving Party may request Spinco and Service Provider expressly acknowledge that the obligation of Service Provider (i) provide additional services (including as to volume, amount, level or frequency, as applicable) or different services which the Service Provider is not obligated to provide under this Services Agreement if such transitional services are of the type and scope provided to the Receiving Party immediately prior to following the Effective Date is limited to the Ongoing Services set forth in the Ongoing Services Schedule, in each case in accordance with the terms and conditions set forth in such Schedule, and there exists no other obligation on the part of Service Provider to provide any other transition or other services to Spinco or any other party following the Effective Date, except as provided in this section. Spinco may request additional transition services to the extent such transition services reasonably relate to the transition of the Business to Spinco (ii) to expand the scope of any Service (such additional or expanded services, the “Additional Services”). The Upon receipt of any such request, (i) if receipt of such request occurs within one hundred and twenty (120) days after the date hereof, Service Provider shall use its commercially reasonable efforts to provide any such Additional Service to the extent that such Additional Services were historically provided by Service Provider to the Business and are generally consistent with this Agreement and (ii) if receipt of such request occurs more than one hundred and twenty (120) days after the date hereof, Service Provider shall consider such request in its sole discretion and determine in its sole discretion whether to provide such Additional Services. If Service Provider provides such Additional Services in accordance with the preceding sentence, Service Provider and Spinco shall: (i) negotiate in good faith the terms of the provision of such Additional Services, including the additional fees for such Additional Services and the duration of such Additional Services, and (ii) document the provision of such Additional Services in an amendment to this Agreement. In the event that Service Provider declines to provide any such Additional Service, subject to the first sentence of this Section 2.1.2, Service Provider shall use commercially reasonable efforts to provide such Additional Service; provided, that the Service Provider shall not be obligated assist Spinco in finding another service provider to provide any Additional Services if it does not, in its reasonable judgment, have adequate resources the requested additional transition services to provide the extent such Additional Services or if transition services reasonably relate to the provision of such Additional Services would interfere with the operation of its business or the business of its Affiliates. If the Service Provider receives a request for Additional Services it shall notify the Receiving Party within fifteen (15) days of its receipt transition of the request as Business to whether it will or will not provide the Additional ServicesSpinco. (b) If the Service Provider agrees to provide Additional Services pursuant to Section 2.4(a), then a representative of each party shall in good faith negotiate the terms of a supplemental Schedule to this Services Agreement which will describe in detail the service, project scope, term, price and payment terms to be charged for the Additional Service. Once definitively agreed to in writing, the supplemental Schedule shall be deemed part of this Services Agreement as of such date and the Additional Services shall be deemed “Services” provided hereunder, in each case subject to the terms and conditions of this Services Agreement.

Additional Services. (a) From time to time during the termterm applicable to any Service being provided by a Service Provider, the Receiving each Party may request that any of the Service Provider other Parties (i) to provide additional services (including as to volume, amount, level or frequency, as applicable) or different services which the Service Provider that such other Party is not expressly obligated to provide under this Services Agreement if such services are of the type and scope provided to the Receiving by such providing Party immediately prior to the Effective Date within IAC or (ii) to expand the scope of any Service (such additional or expanded services, the “Additional Services”). The Service Provider Party receiving such request shall consider such request in good faith and shall use commercially reasonable efforts to provide such Additional Service; provided, provided that the Service Provider no Party shall not be obligated to provide any Additional Services if it does not, in its reasonable judgment, have adequate resources to provide such Additional Services or if the provision of such Additional Services would interfere with the operation of its business or business. The Party receiving the business of its Affiliates. If the Service Provider receives a request for Additional Services it shall notify the Receiving requesting Party within fifteen (15) days of its receipt of the receiving such a request as to whether it will or will not provide the Additional Services. (b) If the Service Provider a Party agrees to provide Additional Services pursuant to Section 2.4(a3.03(a), then a representative of each party shall applicable Party shall, in good faith faith, negotiate the terms of a supplemental supplement to the Services Schedule to this Services Agreement which that will describe in detail the service, project scope, term, price and payment terms to be charged for the Additional ServiceServices. Once definitively agreed to in writing, the supplemental supplement to the Services Schedule shall be deemed part of this Services Agreement as of such date and the Additional Services shall be deemed “Services” provided by such Service Provider to such Receiving Party hereunder, in each case case, subject to the terms and conditions of this Services Agreement.

Additional Services. (a) From time to time during the term, the Receiving Party each of IAC and Expedia may request that the Service Provider other Party (i) to provide additional services (including as to volume, amount, level or frequency, as applicable) or different services which the Service Provider other Party is not expressly obligated to provide under this Services Agreement if such services are of the type and scope provided to the Receiving Party immediately prior to the Effective Date within IAC during fiscal year 2005 or (ii) to expand the scope of any Service (such additional or expanded services, the “Additional Services”). The Service Provider Party receiving such request shall consider such request in good faith and shall use commercially reasonable efforts to provide such Additional Service; provided, that the Service Provider no Party shall not be obligated to provide any Additional Services if it does not, in its reasonable judgment, have adequate resources to provide such Additional Services or if the provision of such Additional Services would interfere with the operation of its business or business. The Party receiving the business of its Affiliates. If the Service Provider receives a request for Additional Services it shall notify the Receiving requesting Party within fifteen (15) days of its receipt of the request as to whether it will or will not provide the Additional Services. (b) If the Service Provider a Party agrees to provide Additional Services pursuant to Section 2.4(a3.03(a), then a representative of each party shall in good faith negotiate the terms of a supplemental Schedule to this Services Agreement which will describe in detail the service, project scope, term, price and payment terms to be charged for the Additional Service. Once definitively agreed to in writing, the supplemental Schedule shall be deemed part of this Services Agreement as of such date and the Additional Services shall be deemed “Services” provided hereunder, in each case subject to the terms and conditions of this Services Agreement.

Additional Services. Supplier may, within ninety (a90) From time days following the Distribution Date, identify in writing to time during Distributor additional services related to the term, the Receiving Party may request Purpose that the Service Provider (i) provide additional services Distributor and its Affiliates (including as to volume, amount, level other than Supplier and its Affiliates) have been providing or frequency, as applicable) or different services which have provided in such Territory in connection with the Service Provider is not obligated to provide under this Services Agreement if such services are ordinary course of operation of the type and scope provided to SpinCo Business in the Receiving Party immediately twelve (12) months prior to the Effective Commencement Date or otherwise are necessary to physically and logically separate the operations and the systems of the SpinCo Business from Distributor, (ii) are not described in the Services Schedule and are not, for clarity, Excluded Services hereunder or described in the Transition Services Agreement, and are not otherwise capable of constituting Services, Additional Services or Excluded Services, under the Transition Services Agreement and (iii) are necessary for the Supplier and its Affiliates to expand continue to conduct the scope of any Service SpinCo Business from and after the Commencement Date (such additional or expanded servicescollectively, except for the Excluded Services, the “Additional Services”). The Service Provider shall consider such request in good faith If Distributor has the necessary assets, rights and shall use commercially reasonable efforts resources to reasonably provide such Additional Service; providedServices, that the Service Provider shall and Supplier is not be obligated to provide any Additional Services if it does not, reasonably in its reasonable judgment, have adequate resources a position to provide such Additional Services or if the provision of obtain such Additional Services from a Third Party on the same time frame as such services would interfere be available from Distributor, then with the operation written approval of its business Distributor, not to be unreasonably withheld, conditioned or delayed, the business of its Affiliates. If Parties shall execute a written amendment to the Service Provider receives a request for Additional then-current Services it shall notify the Receiving Party within fifteen (15) days of its receipt of the request as to whether it will or will not provide the Additional Services. (b) If the Service Provider agrees to provide Additional Services pursuant to Section 2.4(a), then a representative of each party shall in good faith negotiate the terms of a supplemental Schedule to this Services Agreement which will describe in detail the service, project scope, term, price and payment terms to be charged for the reflect such Additional Service. Once definitively agreed to in writing, the supplemental Schedule shall be deemed part of this Services Agreement as of such date and the Additional Services shall be deemed “Services” provided hereunder, in each case subject Service with respect to the applicable Territory(ies) and terms and conditions of this (which shall be reasonably agreed to by the Parties and otherwise shall be consistent with all terms, conditions and pricing applicable to the other Services Agreementhereunder, as applicable), and such Additional Service shall then be deemed a “Service” hereunder for the relevant Territory(ies).

Additional Services. (a) From time to time during the term, the Receiving Party each of Expedia and TripAdvisor may request that the Service Provider other Party (i) to provide additional services (including as to volume, amount, level or frequency, as applicable) or different services which the Service Provider other Party is not expressly obligated to provide under this Services Agreement if such services are of the type and scope provided to the Receiving Party immediately prior to the Effective Date within Expedia during fiscal year 2011 or (ii) to expand the scope of any Service (such additional or expanded services, the “Additional Services”). The Service Provider Party receiving such request shall consider such request in good faith and shall use commercially reasonable efforts to provide such Additional ServiceServices; provided, that the Service Provider no Party shall not be obligated to provide any Additional Services if it does not, in its reasonable judgment, have adequate resources to provide such Additional Services or if the provision of such Additional Services would interfere with the operation of its business or business. The Party receiving the business of its Affiliates. If the Service Provider receives a request for Additional Services it shall notify the Receiving requesting Party within fifteen (15) days of its receipt of the request as to whether it will or will not provide the Additional Services. (b) If the Service Provider a Party agrees to provide Additional Services pursuant to Section 2.4(a3.03(a), then a representative of each party shall in good faith negotiate the terms of a supplemental supplement to the Services Schedule to this Services Agreement which will describe in detail the service, project scope, term, price and payment terms to be charged for the Additional ServiceServices. Once definitively agreed to in writing, the supplemental supplement to the Services Schedule shall be deemed part of this Services Agreement as of such date and the Additional Services shall be deemed “Services” provided hereunder, in each case subject to the terms and conditions of this Services Agreement.

Additional Services. (a) From time The Parties hereto acknowledge that Schedule I might not identify all of the Services that may be necessary or appropriate to time during affect the term, the Receiving Party understanding set forth in this Agreement. Bioverativ may request that the such additional Services from Service Provider (ieach, to the extent included in the Services pursuant to this Section, an “Additional Service”) provide additional services (including as to volume, amount, level or frequency, as applicable) or different services which in writing during the Term. Service Provider is not obligated to provide under this Services Agreement if will consider any such services are of the type and scope provided to the Receiving Party immediately prior to the Effective Date or (ii) to expand the scope of any Service (such additional or expanded services, the “Additional Services”). The Service Provider shall consider such request in good faith and shall use commercially reasonable efforts to provide such Additional Service; provided, that the Service Provider shall not be obligated to provide any Additional Services if it does not, in its reasonable judgment, have adequate resources to provide such Additional Services or if the provision of such Additional Services would interfere with the operation of its business or the business of its Affiliates. If the Service Provider receives a request for Additional Services it promptly and in good faith. In the event that the Parties agree that Service Provider should provide any such Additional Service, the Parties shall notify execute amendments for such Additional Service to (A) Exhibit A, to the Receiving Party within fifteen extent necessary to reflect any additional FTE Rates for such Additional Service and (15B) days Schedule I that shall set forth, among other things, (i) the time period during which such Additional Service shall be provided, (ii) a description of its receipt such Additional Service in reasonable detail, (iii) primary points of contact for each of the request as Parties with respect to whether it will or will not provide the Additional Services. (b) If the Service Provider agrees and (iv) any additional terms and conditions specific to provide Additional Services pursuant to Section 2.4(a), then a representative of each party shall in good faith negotiate the terms of a supplemental Schedule to this Services Agreement which will describe in detail the service, project scope, term, price and payment terms to be charged for the such Additional Service. Once definitively agreed Service Provider’s obligations with respect to providing any such Additional Service shall become effective only upon mutual agreement of the Parties as reflected in writingan amendment to Schedule I and Exhibit A being duly executed and delivered by each Party. Notwithstanding the foregoing, the supplemental Schedule time period for any such Additional Service shall be deemed part expire not later than the expiration of this Services Agreement the Term as calculated prior to addition of such date and Additional Service unless the Additional Services shall be deemed “Services” provided hereunder, in each case subject to the terms and conditions of this Services AgreementParties agree otherwise.

Additional Services. (a) From time to time during the termTerm (as defined in Section 1.3), a Service Recipient may find it desirable to request, in addition to the Receiving Party may request that Services described in the applicable Exhibits, additional services to be made available to such Service Recipient by the applicable Service Provider (i) provide additional services (including as to volume, amount, level or frequency, as applicable) or different services which the Service Provider is not obligated to provide under this Services Agreement if such services are of the type and scope provided to the Receiving Party immediately prior to the Effective Date or (ii) to expand the scope of any Service (such additional or expanded services, the “Additional Services”). The In the event that such Service Recipient makes a written request that a Service Provider shall consider such request in good faith and provide Additional Services, Service Provider shall use commercially reasonable efforts to provide such Additional Service; provided, that Services and the Service Provider relevant Parties shall not be obligated negotiate in good faith and execute amendments to provide any Additional Services if it does not, in its reasonable judgment, have adequate resources to provide the relevant Exhibits for such Additional Services or if that shall set forth the terms and conditions for the provision of such Additional Services would interfere with Services, including, among other things, (a) the operation of its business or time period during which the business of its Affiliates. If the Service Provider receives a request for Additional Services it shall notify the Receiving Party within fifteen be provided, (15b) days a description of its receipt of the request as to whether it will or will not provide the Additional Services, and (c) the estimated charge for the Additional Services. A Service Provider’s obligations with respect to providing any such Additional Services shall become effective only upon an amendment to the relevant Exhibits being duly executed and delivered by the relevant Service Provider and the relevant Service Recipient. (b) If the Service Provider agrees The Parties agree and acknowledge that any other transition or similar assistance that may be provided by a Party or its Affiliates to provide Additional Services another Party or its Affiliates (but is not described in an Exhibit hereto and is not otherwise agreed to in writing pursuant to Section 2.4(a), then a representative 1.2(a) or part of each party shall in good faith negotiate the terms of a supplemental Schedule to this Services the Separation Agreement which will describe or any Ancillary Agreements) in detail connection with the service, project scope, term, price and payment terms to be charged for the Additional Service. Once definitively agreed to in writing, the supplemental Schedule Separation shall be deemed part of to be provided under this Services Agreement as of such date Services (and the Additional Services shall be deemed “Services” provided hereunder, in each case therefore subject to the terms and conditions of this Services Agreement, including the exclusions of, and limitations on, liability), unless the Parties expressly agree in writing that such other transition or similar assistance is not governed by this Agreement. For the avoidance of doubt, the foregoing shall not require any Party to provide any transition or similar assistance that is not otherwise required under this Agreement.

Additional Services. (a) From time to time during the term, the Receiving Party Forestar may request that the Service Provider X.X. Xxxxxx (i) to provide additional services (including as to volume, amount, level or frequency, as applicable) or different services which the Service Provider X.X. Xxxxxx is not expressly obligated to provide under this Services Agreement if such services are of the type and scope provided to the Receiving Party immediately prior to the Effective Date or within X.X. Xxxxxx, (ii) to expand the scope of any Service (such additional or expanded services, the “Additional Services”). The Service Provider If X.X. Xxxxxx receives such request it shall consider such request in good faith and shall use commercially reasonable efforts to provide such Additional ServiceServices; provided, that the Service Provider X.X. Xxxxxx shall not be obligated to provide any Additional Services if it does not, in its reasonable judgment, have adequate resources to provide such Additional Services or if the provision of such Additional Services would interfere with the operation of its business or the business of its Affiliatesbusiness. If X.X. Xxxxxx receives the Service Provider receives a request for Additional Services Services, it shall notify the Receiving Party Forestar within fifteen (15) calendar days of its receipt of the request as to whether it will or will not provide the Additional Services. (b) If the Service Provider X.X. Xxxxxx agrees to provide Additional Services pursuant to Section 2.4(a3.03(a), then a representative of each party shall in good faith negotiate the terms of a supplemental supplement to the Services Schedule to this Services Agreement which will describe in detail the service, project scope, term, price and payment terms to be charged for the Additional ServiceServices. Once definitively agreed to in writing, the supplemental supplement to the Services Schedule shall be deemed part of this Services Agreement as of such date and the Additional Services shall be deemed “Services” provided hereunder, in each case subject to the terms and conditions of this Services Agreement.

Additional Services. (a) From time to time during the termapplicable Service Period, the Receiving Party parties may request identify additional services that the Service Provider (i) will provide additional services (including as to volume, amount, level or frequency, as applicable) or different services which the Service Provider is not obligated to provide under this Services Agreement if such services are of the type and scope provided to the Receiving Party immediately prior to Recipient in accordance with the Effective Date or terms of this Agreement (ii) to expand the scope of any Service (such additional or expanded services, the “Additional Services” and, together with the Initial Services, the “Services”). The Service Provider shall consider such request in good faith and shall use commercially reasonable efforts If the parties agree to provide add any Additional Services, the parties will mutually create a Schedule or amend the existing Schedule for each such Additional Service setting forth the identities of the Provider and the Recipient, a description of such Service; , the term during which such Service will be provided, that the cost, if any, for such Service Provider shall not and any other provisions applicable thereto. In order to become a part of this Agreement, such amendment to the Schedule must be obligated to provide any Additional Services if it does not, in its reasonable judgment, have adequate resources to provide such Additional Services or if the provision of such Additional Services would interfere with the operation of its business or the business of its Affiliates. If the Service Provider receives executed by a request for Additional Services it shall notify the Receiving Party within fifteen (15) days of its receipt of the request as to whether it will or will not provide the Additional Services. (b) If the Service Provider agrees to provide Additional Services pursuant to Section 2.4(a), then a duly authorized representative of each party shall in good faith negotiate party, at which time such Additional Service will, together with the terms of Initial Services, be deemed to constitute a supplemental Schedule to this Services Agreement which will describe in detail the service, project scope, term, price and payment terms to be charged “Service” for the Additional Service. Once definitively agreed to in writing, the supplemental Schedule shall purposes hereof and will be deemed part of this Services Agreement as of such date and the Additional Services shall be deemed “Services” provided hereunder, in each case subject to the terms and conditions of this Agreement. The parties may, but are not required to, agree on Additional Services during the applicable Service Period. Notwithstanding anything to the contrary in the foregoing or anywhere else in this Agreement, any service actually performed by the Provider upon written or oral request by the Recipient in connection with this Agreement will be deemed to constitute a “Service” for the purposes of Article 3 and Section 5.2, but such “Service” will only be incorporated into this Agreement by an amendment as set forth in this Section 2.2 and Section 5.11. Notwithstanding the foregoing, neither party will have any obligation to agree to provide Additional Services.

Additional Services. (a) From time to time during the termterm applicable to any Service being provided by a Service Provider, the Receiving Party Liberty may request that the Service Provider request, in writing, for Provide (i) to provide additional services (including as to volume, amount, level or frequency, as applicable) or different services which the Service Provider Provide is not expressly obligated to provide under this Services Agreement if such services are of the type and scope provided by Provide or its Subsidiaries (other than RedEnvelope) to the Receiving Party immediately prior to the Effective Date RedEnvelope during fiscal year 2014 or (ii) to expand the scope of any Service (such additional or expanded services, the “Additional Services”). The Service Provider shall consider such request in good faith and shall use commercially reasonable efforts to provide such Additional Service; provided, that the Service Provider shall not be obligated to provide any Additional Services if it does not, in its reasonable judgment, have adequate resources to provide such Additional Services or if the provision of such Additional Services would interfere with the operation of its business or the business of its Affiliates. If the Service Provider receives a request for Additional Services it shall notify the Receiving Party within fifteen (15) days of its receipt of the request as to whether it will or will not provide the Additional Services. (b) If the Service Provider agrees to provide Promptly after Liberty has requested Additional Services pursuant to Section 2.4(a3.03(a), then a representative of each party of Liberty and Provide shall in good faith negotiate the terms of a supplemental supplement to the Services Schedule to this Services Agreement which will describe in detail the service, project scope, term, term and price and payment terms to be charged for the Additional ServiceServices. Once definitively agreed to in writing, the supplemental supplement to the Services Schedule (a “Services Agreement Supplement”) shall be deemed part of this Services Agreement as of such date and the Additional Services shall be deemed “Services” provided by such Service Provider to such Receiving Party hereunder, in each case subject to the terms and conditions of this Services Agreement. The foregoing provision shall not be construed as imposing any obligation on the part of Service Provider to enter into any agreement with the Receiving Party or to continue to negotiate with the Receiving Party in the event that Service Provider determines in good faith not to provide the requested additional service.

Additional Services. (a) From time to time during the termapplicable Service Period, the Receiving Party parties may request identify additional services that the Service Provider (i) will provide additional services (including as to volume, amount, level or frequency, as applicable) or different services which the Service Provider is not obligated to provide under this Services Agreement if such services are of the type and scope provided to the Receiving Party immediately prior to Recipient in accordance with the Effective Date or terms of this Agreement (ii) to expand the scope of any Service (such additional or expanded services, the “Additional Services” and, together with the Initial Services, the “Services”). The Service Provider shall consider such request in good faith and shall use commercially reasonable efforts If the parties agree to provide add any Additional Services, the parties will mutually create a Schedule or amend the existing Schedule for each such Additional Service setting forth the identities of the Provider and the Recipient, a description of such Service; , the term during which such Service will be provided, that the cost, if any, for such Service Provider shall not and any other provisions applicable thereto. In order to become a part of this Agreement, such amendment to the Schedule must be obligated to provide any Additional Services if it does not, in its reasonable judgment, have adequate resources to provide such Additional Services or if the provision of such Additional Services would interfere with the operation of its business or the business of its Affiliates. If the Service Provider receives executed by a request for Additional Services it shall notify the Receiving Party within fifteen (15) days of its receipt of the request as to whether it will or will not provide the Additional Services. (b) If the Service Provider agrees to provide Additional Services pursuant to Section 2.4(a), then a duly authorized representative of each party shall in good faith negotiate party, at which time such Additional Service will, together with the terms of Initial Services, be deemed to constitute a supplemental Schedule to this Services Agreement which will describe in detail the service, project scope, term, price and payment terms to be charged “Service” for the Additional Service. Once definitively agreed to in writing, the supplemental Schedule shall purposes hereof and will be deemed part of this Services Agreement as of such date and the Additional Services shall be deemed “Services” provided hereunder, in each case subject to the terms and conditions of this Agreement. The parties may, but will not be required to, agree on Additional Services during the applicable Service Period. Notwithstanding anything to the contrary in the foregoing or anywhere else in this Agreement, any service actually performed by the Provider upon written or oral request by the Recipient in connection with this Agreement will be deemed to constitute a “Service” for the purposes of Article III and Section 5.2, but such “Service” will only be incorporated into this Agreement by an amendment as set forth in this Section 2.2 and Section 5.11. Notwithstanding the foregoing, neither party will have any obligation to agree to provide Additional Services.

Additional Services. Service Recipient may, within ninety (a90) From time days following the Distribution Date, identify in writing to time during the term, the Receiving Party may request that the Service Provider additional third party logistics services related to the Purpose that (i) provide additional services (including as to volume, amount, level or frequency, as applicable) or different services which the Service Provider is not obligated to provide under this Services Agreement if and its Affiliates (other than Service Recipient and its Affiliates) have been providing or have provided in such services are Region in connection with the ordinary course of operation of the type and scope provided to SpinCo Business in the Receiving Party immediately twelve (12) months prior to the Region Effective Date or otherwise are necessary to physically and logically separate the operations and the systems of the SpinCo Business from Service Provider, (ii) are not described in the Services Schedule and are not, for clarity, Excluded Services hereunder or described in the Transition Services Agreement, and are not otherwise capable of constituting Services, Additional Services or Excluded Services, under the Transition Services Agreement and (iii) are necessary for the Service Recipient and its Affiliates to expand continue to conduct the scope of any Service SpinCo Business from and after the Region Effective Date (such additional or expanded servicescollectively, except for the Excluded Services, the “Additional Services”). The If Service Provider shall consider such request in good faith has the necessary assets, rights and shall use commercially reasonable efforts resources to reasonably provide such Additional Service; providedServices, that the and Service Provider shall Recipient is not be obligated to provide any Additional Services if it does not, reasonably in its reasonable judgment, have adequate resources a position to provide such Additional Services or if the provision of obtain such Additional Services from a Third Party on the same time frame as such services would interfere be available from Service Provider, then with the operation written approval of its business Service Provider, not to be unreasonably withheld, conditioned or delayed, the business of its Affiliates. If Parties shall execute a written amendment to the Service Provider receives a request for Additional then-current Services it shall notify the Receiving Party within fifteen (15) days of its receipt of the request as to whether it will or will not provide the Additional Services. (b) If the Service Provider agrees to provide Additional Services pursuant to Section 2.4(a), then a representative of each party shall in good faith negotiate the terms of a supplemental Schedule to this Services Agreement which will describe in detail the service, project scope, term, price and payment terms to be charged for the reflect such Additional Service. Once definitively agreed to in writing, the supplemental Schedule shall be deemed part of this Services Agreement as of such date and the Additional Services shall be deemed “Services” provided hereunder, in each case subject Service with respect to the applicable Region(s) and, without limiting Section 11.2.2, associated increase in the Administrative Fee, as applicable, terms and conditions of this (which shall be reasonably agreed to by the Parties and otherwise shall be consistent with all terms, conditions and pricing applicable to the other Services Agreementhereunder, as applicable), and such Additional Service shall then be deemed a “Service” hereunder for the relevant Region(s).

Additional Services. (a) From time to time during the termapplicable Service Period, the Receiving Party Parties may request identify additional services that the Service Provider (i) will provide additional services (including as to volume, amount, level or frequency, as applicable) or different services which the Service Provider is not obligated to provide under this Services Agreement if such services are of the type and scope provided to the Receiving Party immediately prior to Recipient in accordance with the Effective Date or terms of this Agreement (ii) to expand the scope of any Service (such additional or expanded services, the “Additional Services” and, together with the Initial Services, the “Services”). The Service Provider shall consider such request in good faith and shall use commercially reasonable efforts If the Parties agree to provide add any Additional Services, the Parties will mutually create a Schedule or amend the existing Schedule for each such Additional Service setting forth the identities of the Provider and the Recipient, a description of such Service; , the term during which such Service will be provided, that the cost, if any, for such Service Provider shall not and any other provisions applicable thereto. In order to become a part of this Agreement, such amendment to the Schedule must be obligated to provide any Additional Services if it does not, in its reasonable judgment, have adequate resources to provide such Additional Services or if the provision of such Additional Services would interfere with the operation of its business or the business of its Affiliates. If the Service Provider receives executed by a request for Additional Services it shall notify the Receiving Party within fifteen (15) days of its receipt of the request as to whether it will or will not provide the Additional Services. (b) If the Service Provider agrees to provide Additional Services pursuant to Section 2.4(a), then a duly authorized representative of each party shall in good faith negotiate Party, at which time such Additional Service will, together with the terms of Initial Services, be deemed to constitute a supplemental Schedule to this Services Agreement which will describe in detail the service, project scope, term, price and payment terms to be charged “Service” for the Additional Service. Once definitively agreed to in writing, the supplemental Schedule shall purposes hereof and will be deemed part of this Services Agreement as of such date and the Additional Services shall be deemed “Services” provided hereunder, in each case subject to the terms and conditions of this Agreement. The Parties may, but are not required to, agree on Additional Services during the applicable Service Period. Notwithstanding anything to the contrary in the foregoing or anywhere else in this Agreement, any service actually performed by the Provider upon written or oral request by the Recipient in connection with this Agreement will be deemed to constitute a “Service” for the purposes of Article 3 and Section 5.2, but such “Service” will only be incorporated into this Agreement by an amendment as set forth in this Section 2.2 and Section 5.9. Notwithstanding the foregoing, neither Party will have any obligation to agree to provide Additional Services.

Additional Services. (a) From time Seller and Purchaser have, by this Agreement, attempted to provide for all services and facilities which may reasonably be required by Purchaser to operate the Business during a transitional period commencing on the date hereof. However, Seller and Purchaser acknowledge that one or more services historically provided by Seller to the Business may have been inadvertently omitted from this Agreement. Accordingly, if at any time during the term, six (6) month period commencing on the Receiving Party may request that date hereof Purchaser reasonably requires a service not covered by this Agreement in order to operate the Service Provider (i) provide additional services (including Business as to volume, amount, level or frequency, as applicable) or different services which the Service Provider is not obligated to provide under this Services Agreement if such services are of the type and scope provided to the Receiving Party it was operated immediately prior to the Effective Date or (ii) to expand the scope of any Service (such additional or expanded servicesClosing, the “Additional Services”). The Service Provider shall consider such then Purchaser may request in good faith and shall use commercially reasonable efforts Seller to provide such service. In no event shall the term for any such Additional Service; providedService extend beyond two (2) months after they are identified or agreed upon, that unless the Service Provider parties shall otherwise agree. The request shall be in writing and shall specify in reasonable detail the nature of the service required and the duration of the requirement. The terms of this Section shall not be obligated apply to provide any Additional Services if it does not, in its reasonable judgment, services for which related employees or equipment have adequate resources been transferred to provide such Additional Services or if Purchaser pursuant to the provision terms of such Additional Services would interfere with the operation of its business or the business of its AffiliatesMaster Agreement. If the Service Provider receives requested service is a request for Additional Services it shall notify service that Seller provided to the Receiving Party within fifteen (15) days of its receipt of Business prior to the request as to whether it will or will not provide the Additional Services. (b) If the Service Provider agrees to provide Additional Services pursuant to Section 2.4(a)Closing, then a representative of each party Seller shall in good faith negotiate consider whether to provide the terms service to Purchaser for a charge equal to Seller's cost of providing the service plus ten percent (10%). If the requested service is not a supplemental Schedule service that Seller provided to the Business prior to the date hereof, then Seller may, in its sole discretion, either offer to provide the service for a specified charge or decline to provide the service. Services provided by Seller pursuant to this Services Agreement which will describe in detail the service, project scope, term, price and payment terms to be charged for the Additional Service. Once definitively agreed to in writing, the supplemental Schedule Section shall be deemed part of this referred to herein as "Additional Services." The Transition Services Agreement as of such date and the Additional Services shall be deemed “collectively referred to herein as the "Services” provided hereunder, in each case subject to the terms and conditions of this Services Agreement."

Additional Services. (a) From time to time during the termterm applicable to any Service being provided by a Service Provider, the Receiving each Party may request that any of the Service Provider other Parties (i) to provide additional services (including as to volume, amount, level or frequency, as applicable) or different services which the Service Provider such other Party is not expressly obligated to provide under this Services Agreement if such services are of the type and scope provided to the Receiving by such providing Party immediately prior to the Effective Date within IAC during fiscal year 2008 or (ii) to expand the scope of any Service (such additional or expanded services, the “Additional Services”). The Service Provider Party receiving such request shall consider such request in good faith and shall use commercially reasonable efforts to provide such Additional Service; provided, that the Service Provider no Party shall not be obligated to provide any Additional Services if it does not, in its reasonable judgment, have adequate resources to provide such Additional Services or if the provision of such Additional Services would interfere with the operation of its business or business. The Party receiving the business of its Affiliates. If the Service Provider receives a request for Additional Services it shall notify the Receiving requesting Party within fifteen (15) days of its receipt of the request as to whether it will or will not provide the Additional Services. (b) If the Service Provider a Party agrees to provide Additional Services pursuant to Section 2.4(a3.03(a), then a representative of each party applicable Party shall in good faith negotiate the terms of a supplemental supplement to the Services Schedule to this Services Agreement which will describe in detail the service, project scope, term, price and payment terms to be charged for the Additional ServiceServices. Once definitively agreed to in writing, the supplemental supplement to the Services Schedule shall be deemed part of this Services Agreement as of such date and the Additional Services shall be deemed “Services” provided by such Service Provider to such Receiving Party hereunder, in each case subject to the terms and conditions of this Services Agreement.

Additional Services. (a) From time If FTD reasonably determines that additional transition services not listed in Exhibit A are necessary to time during conduct the termFTD Business after the Distribution Date, the Receiving Party may request that the Service Provider FTD shall provide written notice to United Online requesting United Online (i) to provide additional services (including as to volume, amount, level or frequency, as applicable) or different services which the Service Provider United Online is not expressly obligated to provide under this Services Agreement if such services are of the type and scope provided to by any member of the Receiving Party immediately UOL Entities (including any employee of any member of the UOL Entities) for FTD prior to the Effective Date Distribution Date, or (ii) to expand the scope of any Service (such additional or expanded services, the “"Additional Services”"). The Service Provider United Online shall consider such request in good faith and shall use commercially reasonable efforts to provide any such Additional Service; provided, provided that no member of the Service Provider UOL Entities shall not be obligated to provide perform any Additional Services if it does notsuch member, in its reasonable judgment, does not have adequate resources to provide perform such Additional Services or if the provision of such Additional Services would interfere with the operation of its business or the business of its AffiliatesUOL Businesses. If the Service Provider receives a request for Additional Services it United Online shall notify the Receiving Party FTD within fifteen ten (1510) calendar days of its receipt of the such request as to whether it will or will not provide the Additional Services. (b) . If the Service Provider United Online agrees to provide Additional Services pursuant to this Section 2.4(a)2.3, then a representative of each party the Parties shall in good faith negotiate the terms of a supplemental Schedule supplement to this Services Agreement Exhibit A which will describe in reasonable detail the service, project scope, term, price and payment terms to be charged for the each Additional Service. Once definitively agreed to in writing, the supplemental Schedule supplement to Exhibit A shall be deemed part of this Services Agreement as of such date date, and the Additional Services shall be deemed “"Services” " provided hereunder, in each case subject to the terms and conditions of this Services Agreement.

Additional Services. (a) From time to time during the termTerm, the Receiving parties may identify additional services that the Providing Party may request that the Service Provider (i) provide additional services (including as to volume, amount, level or frequency, as applicable) or different services which the Service Provider is not obligated to provide under this Services Agreement if such services are of the type and scope provided to the Receiving Party immediately prior in accordance with the terms of this Agreement (the "ADDITIONAL SERVICES"). If the parties agree to the Effective Date or (ii) to expand the scope of add any Service (such additional or expanded servicesAdditional Service(s), the “Additional Services”). The Service Provider shall consider such request in good faith and shall use commercially reasonable efforts to provide parties will mutually create an Exhibit or amend an existing Exhibit for each such Additional Service; , setting forth a description of the Service, the time period during which the Service will be provided, that the Estimated Cost for the Service Provider shall not be obligated to provide any Additional Services if it does not, in its reasonable judgment, have adequate resources to provide such Additional Services or if and the provision formula for calculating the Actual Cost of such Additional Services would interfere with Service, and any other terms applicable thereto. In order to become a part of this Agreement, such amendment to the operation of its business or the business of its Affiliates. If the Service Provider receives applicable Exhibit must be executed by a request for Additional Services it shall notify the Receiving Party within fifteen (15) days of its receipt of the request as to whether it will or will not provide the Additional Services. (b) If the Service Provider agrees to provide Additional Services pursuant to Section 2.4(a), then a duly authorized representative of each party shall in good faith negotiate party, at which time such Additional Service will, together with the terms of Initial Services, be deemed to constitute a supplemental Schedule to this Services Agreement which will describe in detail the service, project scope, term, price and payment terms to be charged "Service" for the Additional Service. Once definitively agreed to in writing, the supplemental Schedule shall purposes hereof and will be deemed part of this Services Agreement as of such date and the Additional Services shall be deemed “Services” provided hereunder, in each case subject to the terms and conditions of this Agreement. The parties may, but will not be required to, agree on Additional Services during the Term. Notwithstanding anything to the contrary in the foregoing or anywhere else in this Agreement, any service actually performed by the Providing Party upon written or oral request by the Receiving Party in connection with this Agreement will be deemed to constitute a "Service" for the purposes of Sections 2.4 and 2.7, but such "Service" shall only be incorporated into the Agreement by an amendment as set forth in this Section. To facilitate determination of whether Additional Services should be scheduled, and generally to further the orderly performance of this Agreement, the parties shall undertake a bi-annual review of the Services described in each Exhibit, including a review of the Estimated Costs associated therewith at such time of DWA's annual budgeting process, as well as six (6) months before and after such time.

Additional Services. (a) From time to time during the term, the Receiving Party Company may request that the Service Provider (i) Seller and/or its Affiliates and Authorized Third Parties provide additional transition services (including required by Company or the Subsidiaries which have not been addressed herein and which are reasonably necessary to support the operation of Company or any Subsidiary during the Transition Period as to volume, amount, level Company or frequency, such Subsidiary was operated in all material respects as applicable) or different services which the Service Provider is not obligated to provide under this Services Agreement if such services are of the type and scope provided to the Receiving Party immediately prior to the Effective Date or (ii) to expand the scope of any Service (Closing Date. Company shall request such additional or expanded services from Seller in writing within thirty (30) calendar days of the Closing Date. Within five (5) Business Days of Seller’s receipt of Company’s written request for such additional services, the “Additional Services”)Service Coordinators (as defined below) shall commence negotiations, in good faith, with respect to the scope, duration and price (which may be a market price) of such additional services to be provided during the Transition Period. The Service Provider Within five (5) Business Days of agreement on such items, the parties shall consider such request work in good faith and shall use commercially reasonable efforts to provide such Additional Service; provided, that set forth the Service Provider shall not be obligated to provide any Additional Services if it does notadditional agreed-upon services in a new services description, in its reasonable judgment, have adequate resources a format similar to provide that set forth in Exhibit A. Upon the mutual written agreement to such Additional Services or if the provision of such Additional Services would interfere with the operation of its business or the business of its Affiliates. If the Service Provider receives a request for Additional Services it shall notify the Receiving Party within fifteen (15) days of its receipt of the request as to whether it will or will not provide the Additional Services. (b) If the Service Provider agrees to provide Additional Services pursuant to Section 2.4(a), then a representative of each party shall in good faith negotiate the terms of a supplemental Schedule to this Services Agreement which will describe in detail the service, project scope, term, price and payment terms to be charged for the Additional Service. Once definitively agreed to in writingnew services description, the supplemental Schedule shall be deemed part of this Services Agreement as of such date and the Additional Services additional agreed-upon services shall be deemed “Services” provided hereunderunder this Agreement, and such new schedule shall be deemed incorporated into Exhibit A and shall in each case all other respects be subject to the terms and conditions of this Services Agreement. Notwithstanding the foregoing, Seller has no obligation to agree to provide any service pursuant to this Section 1.2 to the extent such service (a) (i) had not been provided by Seller, its Affiliates or any Authorized Third Party to Company or any of the Subsidiaries as of the Closing Date (“Existing Services”) and (ii) is not related to the transition from the Existing Services; or (b) does not require any historical or institutional knowledge or unique capabilities on the part of Seller or its Affiliates.

Additional Services. (a) From time to time during the termapplicable Service Period, the Receiving Party parties may request identify additional services that the Service Provider (i) will provide additional services (including as to volume, amount, level or frequency, as applicable) or different services which the Service Provider is not obligated to provide under this Services Agreement if such services are of the type and scope provided to the Receiving Party immediately prior to Recipient in accordance with the Effective Date or terms of this Agreement (ii) to expand the scope of any Service (such additional or expanded services, the “Additional Services” and, together with the Initial Services, the “Services”). The Service Provider shall consider such request in good faith and shall use commercially reasonable efforts If the parties agree to provide add any Additional Services, the parties will mutually create a schedule or amend the existing Schedule for each such Additional Service setting forth the identities of the Provider and the Recipient, a description of such Service; , the term during which such Service will be provided, that the cost, if any, for such Service Provider shall not and any other provisions applicable thereto. In order to become a part of this Agreement, such amendment to the Schedule must be obligated to provide any Additional Services if it does not, in its reasonable judgment, have adequate resources to provide such Additional Services or if the provision of such Additional Services would interfere with the operation of its business or the business of its Affiliates. If the Service Provider receives executed by a request for Additional Services it shall notify the Receiving Party within fifteen (15) days of its receipt of the request as to whether it will or will not provide the Additional Services. (b) If the Service Provider agrees to provide Additional Services pursuant to Section 2.4(a), then a duly authorized representative of each party shall in good faith negotiate party, at which time such Additional Service will, together with the terms of Initial Services, be deemed to constitute a supplemental Schedule to this Services Agreement which will describe in detail the service, project scope, term, price and payment terms to be charged “Service” for the Additional Service. Once definitively agreed to in writing, the supplemental Schedule shall purposes hereof and will be deemed part of this Services Agreement as of such date and the Additional Services shall be deemed “Services” provided hereunder, in each case subject to the terms and conditions of this Agreement. The parties may, but will not be required to, agree on Additional Services during the applicable Service Period. Notwithstanding anything to the contrary in the foregoing or anywhere else in this Agreement, any service actually performed by the Provider upon written or oral request by the Recipient in connection with this Agreement will be deemed to constitute a “Service” for the purposes of ARTICLE 3 and Section 5.2, but such “Service” will only be incorporated into this Agreement by an amendment as set forth in this Section 2.2 and Section 5.11. Notwithstanding the foregoing, neither party will have any obligation to agree to provide Additional Services.

Additional Services. (a) From time to time during the termTerm, the Receiving parties may identify additional services that the Providing Party may request that the Service Provider (i) provide additional services (including as to volume, amount, level or frequency, as applicable) or different services which the Service Provider is not obligated to provide under this Services Agreement if such services are of the type and scope provided to the Receiving Party immediately prior to in accordance with the Effective Date or terms of this Agreement (ii) to expand the scope of any Service (such additional or expanded services, the “Additional Services”). The Service Provider shall consider such request in good faith and shall use commercially reasonable efforts If the parties agree to provide add any Additional Service(s), the parties will mutually create an Exhibit or amend an existing Exhibit for each such Additional Service; , setting forth a description of the Service, the time period during which the Service will be provided, that the Estimated Cost for the Service Provider shall not be obligated to provide any Additional Services if it does not, in its reasonable judgment, have adequate resources to provide such Additional Services or if and the provision formula for calculating the Actual Cost of such Additional Services would interfere with Service, and any other terms applicable thereto. In order to become a part of this Agreement, such amendment to the operation of its business or the business of its Affiliates. If the Service Provider receives applicable Exhibit must be executed by a request for Additional Services it shall notify the Receiving Party within fifteen (15) days of its receipt of the request as to whether it will or will not provide the Additional Services. (b) If the Service Provider agrees to provide Additional Services pursuant to Section 2.4(a), then a duly authorized representative of each party shall in good faith negotiate party, at which time such Additional Service will, together with the terms of Initial Services, be deemed to constitute a supplemental Schedule to this Services Agreement which will describe in detail the service, project scope, term, price and payment terms to be charged “Service” for the Additional Service. Once definitively agreed to in writing, the supplemental Schedule shall purposes hereof and will be deemed part of this Services Agreement as of such date and the Additional Services shall be deemed “Services” provided hereunder, in each case subject to the terms and conditions of this Agreement. The parties may, but will not be required to, agree on Additional Services during the Term. Notwithstanding anything to the contrary in the foregoing or anywhere else in this Agreement, any service actually performed by the Providing Party upon written or oral request by the Receiving Party in connection with this Agreement will be deemed to constitute a “Service” for the purposes of Sections 2.4 and 2.7, but such “Service” shall only be incorporated into the Agreement by an amendment as set forth in this Section. To facilitate determination of whether Additional Services should be scheduled, and generally to further the orderly performance of this Agreement, the parties shall undertake a bi-annual review of the Services described in each Exhibit, including a review of the Estimated Costs associated therewith at such time of DWA’s annual budgeting process, as well as six (6) months before and after such time.

Additional Services. (a) From time If CareTrust reasonably determines that additional transition services not listed in Exhibit A are necessary after the Distribution Date, CareTrust shall provide written notice to time during the term, the Receiving Party may request that the Service Provider Ensign requesting Ensign (i) to provide additional services (including as to volume, amount, level or frequency, as applicable) or different services which the Service Provider that Ensign is not expressly obligated to provide under this Services Agreement Agreement, if such services are of the type and scope provided to by any member of the Receiving Party immediately Ensign Group (including any employee of any member of the Ensign Group) for CareTrust prior to the Effective Date Distribution Date, or (ii) to expand the scope of any Service (such additional or expanded services, the “Additional Services”). The Service Provider Ensign shall consider such request in good faith and shall use commercially reasonable efforts to provide any such Additional Service; provided, provided that no member of the Service Provider Ensign Group shall not be obligated to provide perform any Additional Services if it does notsuch member, in its reasonable judgment, does not have adequate resources to provide perform such Additional Services or if the provision of such Additional Services would interfere with the operation of its business or the business of its AffiliatesEnsign Business. If the Service Provider receives a request for Additional Services it Ensign shall notify the Receiving Party CareTrust within fifteen ten (1510) calendar days of its receipt of the such request as to whether it will or will not provide the Additional Services. (b) . If the Service Provider Ensign agrees to provide Additional Services pursuant to this Section 2.4(a)2.2, then a representative of each party the Parties shall in good faith negotiate the terms of a supplemental Schedule supplement to this Services Agreement Exhibit A which will describe in reasonable detail the serviceAdditional Services, project scope, term, price and payment terms to be charged for the such Additional ServiceServices. Once definitively agreed to in writing, the supplemental Schedule supplement to Exhibit A shall be deemed part of this Services Agreement as of such date date, and the Additional Services shall be deemed “Services” provided hereunder, in each case case, subject to the terms and conditions of this Services Agreement.

Additional Services. (a) From time Both Parties, working together and using commercially reasonable efforts, have attempted to time during identify and specifically enumerate in Exhibits 2.1(a) and 2.1(b) all Services necessary to be provided to Service Recipients in order to ensure the term, uninterrupted operation of the Receiving Party may request that Delphi Technologies Business and the Aptiv Business following the Distribution Date. (b) If a Service Provider (i) provide additional services (including as Recipient requires Excluded Services to volume, amount, level support the continued operation of the Delphi Technologies Business or frequencythe Aptiv Business, as applicable) or different services which the , and a Service Provider is not obligated willing to provide under this Services Agreement if consider providing such services are of the type and scope provided to the Receiving Party immediately prior to the Effective Date or (ii) to expand the scope of any Service (such additional or expanded services, the “Additional Services”). The , Aptiv and Delphi Technologies will negotiate in good faith to determine if a Service Provider can provide the Additional Services upon mutually agreed terms and conditions; provided, however, that Service Provider shall consider such request in good faith and shall use commercially reasonable efforts have no obligation to provide Additional Services unless and until it agrees to do so in writing and that if terms satisfactory to the relevant Service Provider have not been agreed to within thirty (30) days after commencing such Additional Service; providednegotiations, that the Service Provider shall have no further obligation to negotiate with respect to such Additional Services. (c) Other than as expressly agreed in writing by the Parties, and subject to Section 2.3, in no event shall the provision of Additional Services pursuant to this Section 2.2 extend the length of any Service otherwise provided under Section 2.1, nor shall any Additional Service provided pursuant to this Section 2.2 be provided beyond the end of the Term. In addition, unless otherwise agreed in writing by the Parties, the performance of Excluded Services or Additional Services, and the performance of any Services from and after the scheduled date of expiration of the term for such Services set forth on Exhibit 2.1(a) or 2.1(b) (as applicable), shall not be obligated create any obligations to provide continue providing such Excluded Services, Additional Services or Services of extended duration. (d) In the event that due to extenuating circumstances, such as a need to maintain the operation of the Delphi Technologies Business or Aptiv Business, (i) either (x) Service Recipient requests any Additional Services if or (y) Service Provider notifies Service Recipient that it does not, in its reasonable judgment, have adequate resources to provide believes such Additional Services or if are required and Service Recipient does not object to the provision of such Additional Services would interfere in writing within five (5) Business Days (any such Additional Service, an “Emergency Service”) and (ii) there is insufficient time or opportunity (as determined Service Provider in its reasonable discretion) to negotiate the price and terms of such Emergency Service in accordance with the operation provisions hereof, then Service Provider may, in its sole discretion, elect to provide such Emergency Service without the Parties’ prior agreement on the price and terms thereof. Until such time as Service Provider and Service Recipient agree in writing to the price of such Emergency Service, the price therefor shall be (x) cost thereof, as determined by Service Provider in its business or the business reasonable discretion, plus (y) ten percent (10%) of its Affiliatessuch cost. If the Service Provider receives a request for Additional Services it shall notify and Service Recipient have not agreed in writing to the Receiving Party price of such Emergency Service within fifteen thirty (1530) days of its receipt of such Emergency Service initially being provided to Service Recipient (or such earlier time upon the request as to whether it will or will not provide the Additional Services. (b) If the Service Provider agrees to provide Additional Services pursuant to Section 2.4(aof either Party), then a representative of each party shall in good faith negotiate the terms of a supplemental Schedule to this Services Agreement which will describe in detail the service, project scope, term, price and payment terms to be charged determination for the Additional Service. Once definitively agreed to in writing, the supplemental Schedule such Emergency Service shall be deemed part of this Services Agreement resolved as of such date and promptly as reasonably practicable in accordance with the Additional Services shall be deemed “Services” provided hereunder, dispute resolution provisions hereof set forth in each case subject to the terms and conditions of this Services AgreementSection 13.4.

Additional Services. (a) From time to time during after the termEffective Date, the Receiving Party parties hereto may request that the Service Provider (i) provide identify additional services (including as to volume, amount, level become Reuters Transitional Services or frequencyMoneyline Transitional Services, as applicable) or different services which the Service Provider is not obligated to provide under this Services Agreement if case may be (any such services are of the type and scope provided to the Receiving Party immediately prior to the Effective Date or (ii) to expand the scope of any Service (such additional or expanded servicesservice, the individually, an “Additional Service,” and, collectively, “Additional Services”). The In order for a service not covered under Section 2.01(a) to become a Reuters Transitional Service Provider or a Moneyline Transitional Service, as the case may be, the party identifying a proposed Additional Service shall consider provide the other party a reasonably detailed written notice setting forth the proposed Additional Service. Within ten (10) Business Days of receipt of such request in good faith and notice, the other party shall use commercially reasonable efforts notify the requesting party whether it agrees to provide or receive, as the case may be, the proposed Additional Service such agreement not to be unreasonably withheld and if so, any requirements necessary in order to provide or receive, as the case may be, the proposed Additional Service. Subject to agreement of the parties, the parties shall create a Schedule for each Additional Service setting forth a description of such Additional Service; , the time period during which such Additional Service will be provided, that the Service Provider shall not be obligated to provide any Additional Services reasonable charge, if it does notany, in its reasonable judgment, have adequate resources to provide for such Additional Services or if Service and any other terms applicable thereto. The parties’ agreement to the provision of an Additional Service shall be evidenced by the completion and execution of the relevant Additional Service Schedule, and such Additional Services would interfere with the operation of its business or the business of its Affiliates. If the Service Provider receives a request for Additional Services it shall notify the Receiving Party within fifteen (15) days of its receipt of the request as to whether it will or will not provide the Additional Services. (b) If the Service Provider agrees to provide Additional Services pursuant to Section 2.4(a), then a representative of each party shall in good faith negotiate the terms of a supplemental Schedule to this Services Agreement which will describe in detail the service, project scope, term, price and payment terms to be charged for the Additional Service. Once definitively agreed to in writing, the supplemental Schedule thereupon shall be deemed part of to be a Reuters Transitional Service or Moneyline Transitional Service, as the case may be, under this Services Agreement as of such date and the Additional Services shall be deemed “Services” provided hereunder, in each case subject to the terms and conditions of this Services Agreement.

Additional Services. (a) From time If CareTrust reasonably determines that additional transition services not listed in Exhibit A are necessary after the Effective Time, CareTrust shall provide written notice to time during the term, the Receiving Party may request that the Service Provider Ensign requesting Ensign (i) to provide additional services (including as to volume, amount, level or frequency, as applicable) or different services which the Service Provider that Ensign is not expressly obligated to provide under this Services Agreement Agreement, if such services are of the type and scope provided to by any member of the Receiving Party immediately Ensign Group (including any employee of any member of the Ensign Group) for CareTrust prior to the Effective Date Time, or (ii) to expand the scope of any Service (such additional or expanded services, the “Additional Services”). The Service Provider Ensign shall consider such request in good faith and shall use commercially reasonable efforts to provide any such Additional Service; provided, provided that no member of the Service Provider Ensign Group shall not be obligated to provide perform any Additional Services if it does notsuch member, in its reasonable judgment, does not have adequate resources to provide perform such Additional Services or if the provision of such Additional Services would interfere with the operation of its business or the business of its AffiliatesEnsign Business. If the Service Provider receives a request for Additional Services it Ensign shall notify the Receiving Party CareTrust within fifteen ten (1510) calendar days of its receipt of the such request as to whether it will or will not provide the Additional Services. (b) . If the Service Provider Ensign agrees to provide Additional Services pursuant to this Section 2.4(a)2.2, then a representative of each party the Parties shall in good faith negotiate the terms of a supplemental Schedule supplement to this Services Agreement Exhibit A which will describe in reasonable detail the serviceAdditional Services, project scope, term, price and payment terms to be charged for the such Additional ServiceServices. Once definitively agreed to in writing, the supplemental Schedule supplement to Exhibit A shall be deemed part of this Services Agreement as of such date date, and the Additional Services shall be deemed “Services” provided hereunder, in each case case, subject to the terms and conditions of this Services Agreement.