Common use of Additional Unspecified Services Clause in Contracts

Additional Unspecified Services. (a) After the Plan Effective Date, if Spinco (i) identifies a service that the GGP Entities provided to the Spinco Business prior to the Plan Effective Date that is reasonably necessary in order for the Spinco Business to continue to operate in substantially the same manner in which the Spinco Business operated prior to the Plan Effective Date and is otherwise material to operations of the Spinco Business, and such service was not included on the Schedules, and (ii) provides written notice to GGP within one hundred twenty (120) days following the Plan Effective Date requesting such additional service, then GGP shall, subject to the negotiation of mutually acceptable terms of the applicable Schedule (as described in the next sentence), provide such requested additional service provided that (i) the GGP Entities have adequate resources to provide such service, (ii) such service can be provided without unreasonable disruption to the GGP Entities’ businesses and (iii) the provision of such service will not violate (whether directly or by virtue of a cross-default) a material contract or agreement of a GGP Entity or result in a violation of applicable Law (such additional services, the “Additional Services”). In connection with any request for Additional Services in accordance with this Section 2.03(a), the GGP Service Manager and the Spinco Service Manager shall in good faith negotiate the terms of a supplemental Schedule, which terms shall be consistent with the terms of, and the pricing methodology used for, similar Services provided under this Agreement. The Parties shall agree to the applicable Service Charge and the supplemental Schedule shall describe in reasonable detail the nature, scope, service period(s), termination provisions and other terms applicable to such Additional Services. Each supplemental Schedule, as agreed to in writing by the Parties, shall be deemed part of this Agreement as of the date of such Schedule 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.

Additional Unspecified Services. (a) After the Plan Effective Datedate of this Agreement, if Spinco Mallinckrodt or Covidien (i) identifies a service that (x) the GGP Entities Covidien Group provided to the Spinco Business Mallinckrodt Group prior to the Plan Effective Distribution Date that is Mallinckrodt reasonably necessary needs in order for the Spinco Mallinckrodt Business to continue to operate in substantially the same manner in which the Spinco Mallinckrodt Business operated prior to the Plan Effective Date and is otherwise material to operations of the Spinco BusinessDistribution Date, and such service was not included on Schedule A (other than because the SchedulesParties agreed such service shall not be provided), or (y) the Mallinckrodt Group provided to the Covidien Group prior to the Distribution Date that Covidien reasonably needs in order for the Covidien Business to continue to operate in substantially the same manner in which the Covidien Business operated prior to the Distribution Date, and such service was not included on Schedule B (other than because the Parties agreed such service shall not be provided), and (ii) provides written notice to GGP the other Party within one hundred twenty ten (12010) days following the Plan Effective Date date of the filing by Mallinckrodt of its first Annual Report on Form 10-K with the U.S. Securities and Exchange Commission requesting such additional serviceservices, then GGP shall, subject such other Party shall use its commercially reasonable efforts to the negotiation of mutually acceptable terms of the applicable Schedule (as described in the next sentence), provide such requested additional service provided that (i) the GGP Entities have adequate resources to provide such service, (ii) such service can be provided without unreasonable disruption to the GGP Entities’ businesses and (iii) the provision of such service will not violate (whether directly or by virtue of a cross-default) a material contract or agreement of a GGP Entity or result in a violation of applicable Law services (such requested additional services, the “Additional Services”); provided, however, that no Party shall be obligated to provide any Additional Service if it does not, in its reasonable judgment, have adequate resources to provide such Additional Service or if the provision of such Additional Service would significantly disrupt the operation of its businesses; and provided, further, that the Provider shall not be required to provide any Additional Services if the Parties are unable to reach agreement on the terms thereof (including with respect to Service Charges therefor). In connection with any request for Additional Services in accordance with this Section 2.03(a), the GGP Service Covidien Services Manager and the Spinco Service Mallinckrodt Services Manager shall in good faith negotiate the terms of a supplemental 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. The Parties shall agree Upon the mutual written agreement of the Parties, the supplement to the applicable Service Charge and the supplemental Schedule shall describe in reasonable detail the nature, scope, service period(s), termination provisions and other terms applicable to such Additional ServicesServices in a manner similar to that in which the Services are described in the existing Schedules. Each supplemental 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 Schedule 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.

Additional Unspecified Services. If, after the date hereof, Parent or SpinCo identifies to the other in writing a service that (a) After any of the Plan Effective Date, if Spinco (i) identifies a service that the GGP Parent Entities provided to the Spinco SpinCo Business in the ordinary course of business during the six (6) month period prior to the Plan Effective Distribution Date that is SpinCo reasonably necessary and in good faith believes that a SpinCo Entity needs in order for the Spinco SpinCo Business to continue to operate in substantially the same manner in which the Spinco SpinCo Business operated immediately prior to the Plan Effective Date and is otherwise material to operations of the Spinco BusinessDistribution Date, and such service was is not included set forth on Schedule E, or (b) any of the SchedulesSpinCo Entities provided to the Parent Business in the ordinary course of business during the six (6) month period prior to the Distribution Date that Parent reasonably and in good faith believes it needs in order for the Parent Business to continue to operate in substantially the same manner in which the Parent Business operated immediately prior to the Distribution Date, and such service is not set forth on Schedule F, then, in each case, SpinCo and Parent shall negotiate in good faith to provide (iior cause to be provided) provides written notice to GGP within one hundred twenty such requested service (120) days following the Plan Effective Date requesting each such additional service, then GGP shall, subject to the negotiation of mutually acceptable terms of the applicable Schedule (as described in the next sentence), provide such requested additional service provided that (ian “Additional Service”) the GGP Entities have adequate resources to provide such service, (ii) such service can be provided without unreasonable disruption to the GGP Entities’ businesses and (iii) the provision of such service will not violate (whether directly or by virtue of a cross-default) a material contract or agreement of a GGP Entity or result in a violation of applicable Law (such additional services, the “Additional Services”). In connection with any request for Additional Services in accordance with this Section 2.03(a), the GGP Service Manager and the Spinco Service Manager shall in good faith negotiate the terms of a supplemental Schedule, which terms shall be manner consistent with the terms of, of this Agreement and at such cost and on such other terms as shall be mutually agreed by Parent and SpinCo utilizing substantially similar methodology as used to determine the pricing methodology used for, and terms of the most similar Services provided under this Agreementhereunder. The Upon the mutual written agreement of the Parties, the Parties shall agree enter into a supplement to the applicable Service Charge and the supplemental Schedule which shall describe in reasonable detail the nature, scope, service period(sService Period(s), Service Charges, termination provisions (including, if applicable, Termination Charges and Decommissioning Charges) and other terms applicable to such Additional ServicesService in a manner similar to that in which the Services are described in the existing Schedules. Each supplemental 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 Schedule agreement and the Additional Services Service set forth therein shall be deemed a “ServicesService” provided under this Agreement, in each case subject to the terms and conditions of this AgreementAgreement and the relevant supplement. Notwithstanding the foregoing, (i) a Party shall have no more than three (3) months after the Distribution Date to request any Additional Services, and (ii) in no event shall a Party provide, or cause to be provided, such Additional Services for a Service Period that is (A) longer than the longest Service Period for any Service then provided for in the Schedules or (B) extends beyond the latest date permitted under any applicable Law or third-party Contract. If the Parties are unable to agree on the cost or other terms of the Additional Service, Provider shall be under no obligation to provide such requested Additional Service. Notwithstanding anything to the contrary in this Agreement but subject to each Party’s compliance with Section 3.01, neither Party shall be required to perform any obligation under this Agreement that would result in the breach or violation of any applicable Law or third party Contract.

Additional Unspecified Services. (a) After the Plan Effective Datedate hereof, if Spinco (i) Comcast or Newco identifies a service that (a) the GGP Comcast Entities or the GE Entities provided to the Spinco Business Contributed Comcast Businesses or the NBCU Businesses prior to the Plan Effective Closing Date that is Newco reasonably necessary needs in order for the Spinco Business Combined Businesses to continue to operate in substantially the same manner in which the Spinco Business Contributed Comcast Businesses and NBCU Businesses operated prior to the Plan Effective Date and is otherwise material to operations of the Spinco BusinessClosing Date, and such service was not included on in Schedule A-1 or Schedule B (but excluding any services of the Schedulesnature contemplated by the Comcast Employee Matters Agreement, the provision of which shall be governed thereby), or (b) the Contributed Comcast Businesses provided to Comcast or its Subsidiaries prior to the Closing Date that Comcast reasonably needs in order for Comcast or its Subsidiaries to continue to operate in substantially the same manner in which Comcast or its Subsidiaries operated prior to the Closing Date, and (ii) provides written notice such service was not included in Schedule C or Schedule D, then, in each case, Newco and Comcast shall use commercially reasonable efforts to GGP within one hundred twenty (120) days following the Plan Effective Date requesting such additional service, then GGP shall, subject to the negotiation of mutually acceptable terms of the applicable Schedule (as described in the next sentence), provide such requested additional service provided that (i) the GGP Entities have adequate resources to provide such service, (ii) such service can be provided without unreasonable disruption to the GGP Entities’ businesses and (iii) the provision of such service will not violate (whether directly or by virtue of a cross-default) a material contract or agreement of a GGP Entity or result in a violation of applicable Law services (such additional services, the “Additional Services”). In connection with any request for Unless specifically agreed in writing to the contrary, the Parties shall amend the appropriate Schedule in writing to include such Additional Services in accordance (including the incremental fees and termination date with this Section 2.03(a), the GGP Service Manager and the Spinco Service Manager shall in good faith negotiate the terms of a supplemental Schedule, which terms shall be consistent with the terms of, and the pricing methodology used for, similar Services provided under this Agreement. The Parties shall agree to the applicable Service Charge and the supplemental Schedule shall describe in reasonable detail the nature, scope, service period(s), termination provisions and other terms applicable respect to such Additional Services. Each supplemental Schedule, as agreed to in writing by the Parties, ) and such Additional Services shall be deemed part of this Agreement as of Services hereunder, and accordingly, the date of Party requested to provide such Schedule and the Additional Services set forth therein shall provide such Additional Services, or cause such Additional Services to be deemed “Services” provided under this Agreementprovided, in each case subject to accordance with the terms and conditions of this Agreement.

Additional Unspecified Services. (a) After the Plan Effective Datedate of this Agreement, if Spinco Parent or Xxxx (i) identifies a service that (x) the GGP Entities Parent Group provided to the Spinco Business Xxxx Group prior to the Plan Effective Date Separation Time that is Xxxx reasonably necessary needs in order for the Spinco Xxxx Business to continue to operate in substantially the same manner in which the Spinco Xxxx Business operated prior to the Plan Effective Date and is otherwise material to operations of the Spinco BusinessSeparation Time, and such service was not included on Schedule A (other than because the SchedulesParties expressly agreed that such service shall not be provided), or (y) the Xxxx Group provided to the Parent Group prior to the Separation Time that Parent reasonably needs in order for the Parent Business to continue to operate in substantially the same manner in which the Parent Business operated prior to the Separation Time, and such service was not included on Schedule B (other than because the Parties expressly agreed that such service shall not be provided) and (ii) provides written notice to GGP within one hundred twenty the other Party prior to the date that is three (1203) days months following the Plan Effective Distribution Date requesting such additional serviceservices, then GGP shall, subject such other Party shall use its commercially reasonable efforts to the negotiation of mutually acceptable terms of the applicable Schedule (as described in the next sentence), provide such requested additional service provided that (i) the GGP Entities have adequate resources to provide such service, (ii) such service can be provided without unreasonable disruption to the GGP Entities’ businesses and (iii) the provision of such service will not violate (whether directly or by virtue of a cross-default) a material contract or agreement of a GGP Entity or result in a violation of applicable Law services (such requested additional services, the “Additional Services”); provided, however, that no Party shall be obligated to provide any Additional Service if it does not, in its reasonable judgment, have adequate resources to provide such Additional Service or if the provision of such Additional Service would significantly disrupt the operation of its businesses; and provided, further, that a Provider shall not be required to provide any Additional Services if the Parties, despite using good faith efforts, are unable to reach agreement on the terms thereof (including with respect to Service Charges therefor). In connection with any request for Additional Services in accordance with this Section 2.03(a2.3(a), the GGP Service Parent Services Manager and the Spinco Service Xxxx Services Manager shall in good faith negotiate the terms of a supplemental 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. The Parties shall agree Upon the mutual written agreement of the Parties, the supplement to the applicable Service Charge and the supplemental Schedule shall describe in reasonable detail the Service Charge and the nature, scope, service period(s), termination provisions and other terms applicable to such Additional ServicesServices in a manner similar to that in which the Services are described in the existing Schedules. Each supplemental 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 Schedule agreement, and the Additional Services set forth therein shall be deemed “Services” provided under this Agreement, in each case case, subject to the terms and conditions of this Agreement.

Additional Unspecified Services. (a) After the Plan Effective Datedate of this Agreement, if Spinco Encompass or Enhabit (i) identifies a service that (x) the GGP Entities Encompass Group provided to the Spinco Business Enhabit Group prior to the Plan Effective Distribution Date that is Enhabit reasonably necessary needs in order for the Spinco Enhabit Business to continue to operate in substantially the same manner in which the Spinco Enhabit Business operated prior to the Plan Effective Date and is otherwise material to operations of the Spinco BusinessDistribution Date, and such service was not included on Schedule A (other than because the SchedulesParties expressly agreed that such service shall not be provided), or (y) the Enhabit Group provided to the Encompass Group prior to the Distribution Date that Encompass reasonably needs in order for the Encompass Business to continue to operate in substantially the same manner in which the Encompass Business operated prior to the Distribution Date, and such service was not included on Schedule B (other than because the Parties expressly agreed that such service shall not be provided) and (ii) provides written notice to GGP within one hundred twenty the other Party prior to the date that is sixty (12060) days following the Plan Effective Distribution Date requesting such additional serviceservices, then GGP shall, subject such other Party shall use its commercially reasonable efforts to the negotiation of mutually acceptable terms of the applicable Schedule (as described in the next sentence), provide such requested additional service provided that (i) the GGP Entities have adequate resources to provide such service, (ii) such service can be provided without unreasonable disruption to the GGP Entities’ businesses and (iii) the provision of such service will not violate (whether directly or by virtue of a cross-default) a material contract or agreement of a GGP Entity or result in a violation of applicable Law services (such requested additional services, the “Additional Services”). In connection with ; provided, however, that no Party shall be obligated to provide any request for Additional Service if it does not, in its reasonable judgment, have adequate resources to provide such Additional Service or if the provision of such Additional Service would significantly disrupt the operation of its businesses; and provided, further, that a Provider shall not be required to provide any Additional Services if the Parties, despite using good-faith efforts, are unable to reach agreement on the terms thereof (including with respect to Service Charges therefor). If the Parties agree that any Additional Service shall be provided and received in accordance with this Section 2.03(a2.3(a), the GGP Encompass Services Managers (as defined below) and the relevant Encompass Functional Area Service Manager (as defined below) with respect to such Additional Service, on the one hand, and the Spinco Enhabit Services Managers (as defined below) and the relevant Enhabit Functional Area Service Manager (as defined below) with respect to such Additional Service, on the other, shall in good faith negotiate on an arm’s-length basis the terms of a supplemental 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. The Parties shall agree Upon the mutual written agreement of the Parties, the supplement to the applicable Service Charge and the supplemental Schedule shall describe in reasonable detail the Service Charge and the nature, scope, service period(s) (which, with respect to any such Additional Service, shall expire no later than the date set forth in clause (c) of Section 2.2), termination provisions and other terms applicable to such Additional ServicesServices in a manner similar to that in which the Services are described in the existing Schedules. Each supplemental 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 Schedule agreement, and the Additional Services set forth therein shall be deemed “Services” provided under this Agreement, in each case case, subject to the terms and conditions of this Agreement. (b) After the date of this Agreement, if (i) a Recipient requests a Provider to increase, relative to historical levels prior to the Distribution Date, the volume, amount, level or frequency, as applicable, of any Service provided by such Provider of such Service and (ii) such increase is reasonably determined by such Recipient as necessary for such 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). In connection with any request for Service Increases in accordance with this Section 2.3(b), the Encompass Services Managers and the relevant Encompass Functional Area Service Manager with respect to such Service Increase, on the one hand, and the Enhabit Services Managers and the relevant Enhabit Functional Area Service Manager with respect to such Service Increase, on the other, shall in good faith negotiate on an arm’s-length basis 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. (c) Each amended Schedule, as agreed 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.

Additional Unspecified Services. (a) After the Plan Effective Distribution Date, if Spinco (i) identifies a service that the GGP Entities provided to the Spinco Business prior to the Plan Effective Date Time that is reasonably necessary in order for the Spinco Business to continue to operate in substantially the same manner in which the Spinco Business operated prior to the Plan Effective Date Time and is otherwise material to operations of the Spinco Business, and such service was not included on the Schedules, and (ii) provides written notice to GGP within one hundred twenty (120) 120 days following the Plan Effective Distribution Date requesting such additional service, then GGP shall, subject to the negotiation of mutually acceptable terms of the applicable Schedule (as described in the next sentence), provide such requested additional service provided that (i) the GGP Entities have adequate resources to provide such service, (ii) such service can be provided without unreasonable disruption to the GGP Entities’ businesses and (iii) the provision of such service will not violate (whether directly or by virtue of a cross-default) a material contract or agreement of a GGP Entity or result in a violation of applicable Law (such additional services, the “Additional Services”). In connection with any request for Additional Services in accordance with this Section 2.03(a), the GGP Service Manager and the Spinco Service Manager shall in good faith negotiate the terms of a supplemental Schedule, which terms shall be consistent with the terms of, and the pricing methodology used for, similar Services provided under this Agreement. The Parties shall agree to the applicable Service Charge and the supplemental Schedule shall describe in reasonable detail the nature, scope, service period(s), termination provisions and other terms applicable to such Additional Services. Each supplemental Schedule, as agreed to in writing by the Parties, shall be deemed part of this Agreement as of the date of such Schedule 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.

Additional Unspecified Services. (a) After the Plan Effective Distribution Date, if Spinco (i) identifies a service that the GGP Entities provided to the Spinco Business prior to the Plan Effective Date Time that is reasonably necessary in order for the Spinco Business to continue to operate in substantially the same manner in which the Spinco Business operated prior to the Plan Effective Date Time and is otherwise material to operations of the Spinco Business, and such service was not included on the Schedules, and (ii) provides written notice to GGP within one hundred twenty (120) 120 days following the Plan Effective Distribution Date requesting such additional service, then GGP shall, subject to the negotiation of mutually acceptable terms of the applicable Schedule (as described in the next sentence), provide such requested additional service provided that (i) the GGP Entities have adequate resources to provide such service, (ii) such service can be provided without unreasonable disruption to the GGP Entities’ businesses and (iii) the provision of such service will not violate (whether directly or by virtue of a cross-default) a material contract or agreement of a GGP Entity or result in a violation of applicable Law (such additional services, the “Additional Services”). In connection with any request for Additional Services in accordance with this Section 2.03(a), the GGP Service Manager and the Spinco Service Manager shall in good faith negotiate the terms of a supplemental Schedule, which terms shall be consistent with the terms of, and the pricing methodology used for, similar Services provided under this Agreement. The Parties shall agree to the applicable Service Charge and the supplemental Schedule shall describe in reasonable detail the nature, scope, service period(s), termination provisions and other terms applicable to such Additional Services. Each supplemental Schedule, as agreed to in writing by the Parties, shall be deemed part of this Agreement as of the date of such Schedule 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.. After the Distribution Date, if (i) (x) Spinco requests GGP to increase, relative to historical levels prior to the Effective Time, the volume, amount, level or frequency, as applicable, of any Service provided by GGP and (ii) such increase is reasonably determined by Spinco as necessary for Spinco to operate its businesses (such increases, the “Service Increases”), then GGP shall, subject to the negotiation of mutually acceptable terms of the applicable Schedule (as described in the next sentence), provide the Service Increases in accordance with such request; provided, that GGP shall not be obligated to provide any Service Increase if it does not, in its reasonable judgment, have adequate resources to provide such Service Increase or if the provision of such Service Increase would significantly disrupt the operation of any of its businesses or violate an existing material contract or agreement or applicable Law. In connection with any request for Service Increases in accordance with this

Additional Unspecified Services. (a) After the Plan Effective Date, if Spinco GGP (i) identifies a service that the GGP Spinco Entities provided to the Spinco GGP Business prior to the Plan Effective Date that is reasonably necessary in order for the Spinco GGP Business to continue to operate in substantially the same manner in which the Spinco GGP Business operated prior to the Plan Effective Date and is otherwise material to operations of the Spinco GGP Business, and such service was not included on the Schedules, and (ii) provides written notice to GGP Spinco within one hundred twenty (120) days following the Plan Effective Date requesting such additional service, then GGP Spinco shall, subject to the negotiation of mutually acceptable terms of the applicable Schedule (as described in the next sentence), provide such requested additional service provided that (i) the GGP Spinco Entities have adequate resources to provide such service, (ii) such service can be provided without unreasonable disruption to the GGP Spinco Entities’ businesses and (iii) the provision of such service will not violate (whether directly or by virtue of a cross-default) a material contract or agreement of a GGP Spinco Entity or result in a violation of applicable Law (such additional services, the “Additional Services”). In connection with any request for Additional Services in accordance with this Section 2.03(a), the GGP Service Manager and the Spinco Service Manager shall in good faith negotiate the terms of a supplemental Schedule, which terms shall be consistent with the terms of, and the pricing methodology used for, similar Services provided under this Agreement. The Parties shall agree to the applicable Service Charge and the supplemental Schedule shall describe in reasonable detail the nature, scope, service period(s), termination provisions and other terms applicable to such Additional Services. Each supplemental Schedule, as agreed to in writing by the Parties, shall be deemed part of this Agreement as of the date of such Schedule 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.