Common use of Additional Unspecified Services; Changes Clause in Contracts

Additional Unspecified Services; Changes. (a) After the date of this Agreement, if (i) (x) Entercom identifies a service (other than a Digital Service) that the CBS Group provided to the Radio Group prior to the Separation that Entercom reasonably needs in order for the Radio Business to continue to operate in substantially the same manner in which the Radio Business operated prior to the Separation, and such service was included on the initial draft of Schedule A provided by CBS prior to the execution of the Merger Agreement but thereafter removed, or (y) CBS identified a service (other than a Digital Service) that the Radio Group provided to the CBS Group prior to the Separation that CBS reasonably needs in order for the CBS Business to continue to operate in substantially the same manner in which the CBS Business operated prior to the Separation, and such service was included on the initial draft of Schedule B provided by CBS prior to the execution of the Merger Agreement but thereafter removed, and (ii) the requesting Party provides written notice to the other Party within 120 days following the date of this Agreement requesting such additional services, then such other Party shall provide such requested additional services (such requested additional services, the “Additional Services”). In connection with any request for Additional Services in accordance with this Section 2.03(a), the CBS Services Manager and the Radio Services Manager shall in good faith negotiate the terms of a supplement to the applicable Schedule, which terms shall be consistent with the terms of, and the pricing methodology used for, similar Services provided under this Agreement. Upon the mutual written agreement of the Parties, the supplement to the applicable Schedule shall describe in reasonable detail the nature, scope, service period(s), termination provisions and other terms applicable to such Additional Services in a manner similar to that in which the Services are described in the existing Schedules. Each supplement to the applicable Schedule, as agreed to in writing by the Parties, shall be deemed part of this Agreement as of the date of such agreement, and the Additional Services set forth therein shall be deemed “Services” provided under this Agreement, in each case subject to the terms and conditions of this Agreement. (b) After the date of this Agreement, if (i) a Recipient requests to increase, relative to historical levels prior to the Separation, the volume, amount, level or frequency, as applicable, of any Service provided by the Provider of such Service and (ii) such increase is reasonably determined by such Recipient as necessary for the Recipient to operate its businesses (such increases, the “Service Increases”), then such Provider shall consider such request in good faith; provided, however, that no Party shall be obligated to provide any Service Increase, including because, after good-faith negotiations between the Parties, the Parties fail to reach an agreement with respect to the terms thereof (including with respect to Service Charges therefor) or if and to the extent such Service Increase would require a material increase in the resources dedicated by Provider to the Services. In connection with any request for Service Increases in accordance with this Section 2.03(b), the CBS Services Manager and the Radio Services Manager shall in good faith negotiate the terms of an amendment to the applicable Schedule, which amendment shall be consistent with the terms of, and the pricing methodology used for, the applicable Service. Each amended Schedule, as agreed to in writing by the Parties, shall be deemed part of this Agreement as of the date of such agreement, and the Service Increases set forth therein shall be deemed a part of the “Services” provided under this Agreement, in each case subject to the terms and conditions of this Agreement. (c) The Parties may, in accordance with the procedures specified in this Section 2.03(c), agree to modify the terms and conditions relating to the performance of or payment for a previously agreed-upon Service in order to reflect, among other things, new procedures, processes or other methods of providing such Service (a “Service Modification”).

Additional Unspecified Services; Changes. (a) After the date of this Agreement, if (i) (x) Entercom identifies a digital service (other than a Digital Service) that the CBS Group provided to the Radio Group prior to the Separation that Entercom reasonably needs in order for the Radio Business to continue to operate in substantially the same manner in which the Radio Business operated prior to the Separation, and such digital service was included on the initial draft of Schedule A provided by CBS prior to the execution of the Merger Agreement (the “Initial Schedule A”) but thereafter removed, or (y) CBS identified identifies a digital service (other than a Digital Service) that the Radio Group provided to the CBS Group prior to the Separation that CBS reasonably needs in order for the CBS Business to continue to operate in substantially the same manner in which the CBS Business operated prior to the Separation, and such digital service was initially included on the initial draft of Schedule B provided by CBS prior to the execution of the Merger Agreement (the “Initial Schedule B”) but thereafter removed, and (ii) the requesting Party provides written notice to the other Party within 120 days following the date of this Agreement requesting such additional services, then such other Party shall provide such requested additional services (such requested additional services, the “Additional Services”). In connection with any request for Additional Services in accordance with this Section 2.03(a), the CBS Services Manager and the Radio Services Manager shall in good faith negotiate the terms of a supplement to the applicable Schedule, which terms shall be consistent with the terms of, and the pricing methodology used for, similar Services provided under this Agreement. Upon the mutual written agreement of the Parties, the supplement to the applicable Schedule shall describe in reasonable detail the nature, scope, service period(s), termination provisions and other terms applicable to such Additional Services in a manner similar to that in which the Services are described in the existing Schedules. Each supplement to the applicable Schedule, as agreed to in writing by the Parties, shall be deemed part of this Agreement as of the date of such agreement, and the Additional Services set forth therein shall be deemed “Services” provided under this Agreement, in each case subject to the terms and conditions of this Agreement. (b) After the date of this Agreement, if (i) a Recipient requests to increase, relative to historical levels prior to the Separation, the volume, amount, level or frequency, as applicable, of any Service provided by the Provider of such Service and (ii) such increase is reasonably determined by such Recipient as necessary for the Recipient to operate its businesses (such increases, the “Service Increases”), then such Provider shall consider such request in good faith; provided, however, that no Party shall be obligated to provide any Service Increase, including because, after good-faith negotiations between the Parties, the Parties fail to reach an agreement with respect to the terms thereof (including with respect to Service Charges therefor) or if and to the extent such Service Increase would require a material increase in the resources dedicated by Provider to the Services. In connection with any request for Service Increases in accordance with this Section 2.03(b), the CBS Services Manager and the Radio Services Manager shall in good faith negotiate the terms of an amendment to the applicable Schedule, which amendment shall be consistent with the terms of, and the pricing methodology used for, the applicable Service. Each amended Schedule, as agreed to in writing by the Parties, shall be deemed part of this Agreement as of the date of such agreement, and the Service Increases set forth therein shall be deemed a part of the “Services” provided under this Agreement, in each case subject to the terms and conditions of this Agreement. (c) The Parties may, in accordance with the procedures specified in this Section 2.03(c), agree to modify the terms and conditions relating to the performance of or payment for a previously agreed-upon Service in order to reflect, among other things, new procedures, processes or other methods of providing such Service (a “Service Modification”).